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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 2009
NRG ENERGY, INC.
(Exact name of Registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) |
001-15891 (Commission File Number) |
41-1724239 (IRS Employer Identification No.) |
211 Carnegie Center, Princeton, New Jersey 08540
(Address of principal executive offices, including zip code)
(Address of principal executive offices, including zip code)
(609) 524-4500
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 1.01 Entry Into a Material Definitive Agreements.
On September 30, 2009, NRG Energy, Inc. (“NRG”), Reliant Energy Power Supply, LLC (“REPS”), RERH
Holdings, LLC (“RERH Holdings”), Reliant Energy Retail Holdings, LLC (“RERH”), Reliant Energy
Retail Services, LLC(“RERS”), and RE Retail Receivables, LLC (“RERR,” and together with NRG, REPS,
RERH Holdings, RERH and RERS, the “Sleeve Obligors”) (each such limited liability company, a
wholly-owned subsidiary of NRG), executed an amendment and restatement (the “Credit Sleeve
Amendment”) of the existing credit sleeve and reimbursement agreement (the “Existing Credit
Sleeve”) with Merrill Lynch Commodities, Inc. (“ML Commodities”) and Merrill Lynch & Co., Inc.
(“ML” and, together with ML Commodities, “Merrill Lynch”). The Credit Sleeve Amendment removes the
liens associated with the Existing Credit Sleeve and brings NRG Retail LLC, REPS, RERH Holdings,
RERH, RERS and RERR into the corporate collateral package. In connection with this transaction,
NRG posted approximately $435 million of cash to Merrill Lynch and REPS’s counterparties, while
Merrill Lynch has released their liens on approximately $300 million of unrestricted cash as well
as $250 million of previously posted cash REPS generated since the May 1, 2009 acquisition by NRG.
The posted funds were sourced from the June 5, 2009 bond issuance that raised net proceeds of
approximately $678 million. NRG also made a make whole payment to Merrill Lynch on October 5,
2009, of $5 million in connection with the Credit Sleeve Amendment, and will make a second make
whole payment of $5 million on or about January 4, 2010. The parties to the Credit Sleeve
Amendment have agreed to settle the Outstanding Obligations and terminate the Credit Sleeve
Amendment by April 30, 2010.
The Credit Sleeve Amendment will be filed as an exhibit to NRG’s Quarterly Report on Form 10-Q
for the quarter ended
September 30, 2009.
On October 5, 2009, NRG, the subsidiaries of NRG named in the Twenty-Third Supplemental
Indenture (as hereinafter defined) (the “Existing Guarantors”), NRG Retail LLC, REPS, RERH
Holdings, RERH, RERS and RERR (the “Guaranteeing Subsidiaries”) and Law Debenture Trust Company of
New York, as trustee (the “Trustee”), entered into a twenty-fourth supplemental indenture (the
“Twenty-Fourth Supplemental Indenture”), supplementing the indenture, dated February 2, 2006 (the
“Base Indenture”), among NRG and the Trustee, as supplemented by a first supplemental indenture,
dated February 2, 2006, among NRG, the guarantors named therein and the Trustee, pursuant to which
NRG issued $1,200,000,000 aggregate principal amount of 7.250% senior notes due 2014 (the “2014
Notes”), and as supplemented by a third supplemental indenture, dated as of March 14, 2006, among
NRG, the Existing Guarantors party thereto and the Trustee, a fifth supplemental indenture, dated
April 28, 2006, among NRG, the Existing Guarantors party thereto and the Trustee, a seventh
supplemental indenture, dated November 13, 2006 among NRG, the Existing Guarantors and the Trustee,
a tenth supplemental indenture, dated July 19, 2007 among NRG, the Existing Guarantors and the
Trustee, a thirteenth supplemental indenture, dated August 28, 2007, among NRG, the Existing
Guarantors party thereto and the Trustee, a sixteenth supplemental indenture, dated April 28, 2009,
among NRG, the Existing Guarantors and the Trustee and a nineteenth supplemental indenture, dated
May 8, 2009, among NRG, the Existing Guarantors and the Trustee. Pursuant to the Twenty-Fourth
Supplemental Indenture, the Guaranteeing Subsidiaries became guarantors of NRG’s obligations under
its 2014 Notes.
On October 5, 2009, NRG, the Existing Guarantors, the Guaranteeing Subsidiaries and the
Trustee entered into a twenty-fifth supplemental indenture (the “Twenty-Fifth Supplemental
Indenture”), supplementing the Base Indenture, as supplemented by a second supplemental indenture,
dated February 2, 2006, among NRG, the guarantors named therein and the Trustee, pursuant to which
NRG issued $2,400,000,000 aggregate principal amount of 7.375% senior notes due 2016 (the “2016
Notes”), and as supplemented by a fourth supplemental indenture, dated as of March 14, 2006, among
NRG, the Existing Guarantors party thereto and the Trustee, a sixth supplemental indenture, dated
April 28, 2006, among NRG, the Existing Guarantors party thereto and the Trustee an eighth
supplemental indenture, dated November 13, 2006, among NRG, the Existing Guarantors party thereto
and the Trustee, an eleventh supplemental indenture, dated July 19, 2007, among NRG, the Existing
Guarantors and the Trustee, a fourteenth supplemental indenture, dated August 28, 2007, among NRG,
the Existing Guarantors and the Trustee , a seventeenth supplemental indenture, dated April 28,
2009, among NRG, the Existing Guarantors and the Trustee and a twentieth supplemental indenture,
dated May 8, 2009, among NRG, the Existing Guarantors and the Trustee. Pursuant to the Twenty-Fifth
Supplemental Indenture, the Guaranteeing Subsidiaries became guarantors of NRG’s obligations under
its 2016 Notes.
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On October 5, 2009, NRG, the Existing Guarantors, the Guaranteeing Subsidiaries and the
Trustee entered into a twenty-sixth supplemental indenture (the “Twenty-Sixth Supplemental
Indenture”), supplementing the Base Indenture, as supplemented by a ninth supplemental indenture,
dated November 21, 2006, among NRG, the Existing Guarantors party thereto and the Trustee, pursuant
to which NRG issued $1,100,000,000 aggregate principal amount of 7.375% senior notes due 2017 (the
“2017 Notes”), and as supplemented by a twelfth supplemental indenture, dated July 19, 2007, among
NRG, the Existing Guarantors and the Trustee, a fifteenth supplemental indenture, dated as of
August 28, 2007, among NRG the Existing Guarantors and the Trustee, an eighteenth supplemental
indenture, dated April 28, 2009, among NRG, the Existing Guarantors and the Trustee and a
twenty-first supplemental indenture, dated May 8, 2009, among NRG, the Existing Guarantors and the
Trustee. Pursuant to the Twenty-Sixth Supplemental Indenture, the Guaranteeing Subsidiaries became
guarantors of NRG’s obligations under its 2017 Notes.
On October 5, 2009, NRG, the Existing Guarantors, the Guaranteeing Subsidiaries and the
Trustee entered into the twenty-seventh supplemental indenture (the “Twenty-Seventh Supplemental
Indenture”), supplementing the Base Indenture, as supplemented by a twenty-second supplemental
indenture, dated June 5, 2009, among NRG, the Existing Guarantors party thereto and the Trustee
(the “Twenty-Second Supplemental Indenture”) pursuant to which NRG issued $700,000,000 aggregate
principal amount of 8.50% senior notes due 2019 (the “2019 Notes”), and as supplemented by a
twenty-third supplemental indenture, dated July 14, 2009 (the “Twenty-Third Supplemental
Indenture”) among NRG, the Guarantors and the Trustee,. Pursuant to the Twenty-Seventh Supplemental
Indenture, the Guaranteeing Subsidiaries became guarantors of NRG’s obligations under its 2019
Notes, and the definition of “Applicable Premium” in the Twenty-Second Supplemental Indenture was
amended to cure certain ambiguities and to be consistent with the definition of “Applicable
Premium” in the “Description of the Notes” section of NRG’s Prospectus Supplement, relating to the
initial offering of the 2019 Notes, dated June 2, 2009.
A copy of the Twenty-Fourth Supplemental Indenture is attached as Exhibit 4.1 to this Current
Report on Form 8-K and is incorporated by reference herein. A copy of the Twenty-Fifth
Supplemental Indenture is attached as Exhibit 4.2 to this Current Report on Form 8-K and is
incorporated by reference herein. A copy of the Twenty-Sixth Supplemental Indenture is attached as
Exhibit 4.31 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of
the Twenty-Seventh Supplemental Indenture is attached as Exhibit 4.4 to this Current Report on Form
8-K and is incorporated by reference herein. The description of the material terms of the
Twenty-Fourth Supplemental Indenture, Twenty-Fifth Supplemental Indenture, Twenty-Sixth
Supplemental Indenture and Twenty-Seventh Supplemental Indenture is qualified in its entirety by
reference to such exhibits.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet
Arrangement of the Registrant
The information set forth under Item 1.01 relating to the Credit Sleeve amendment is
incorporated herein by reference.
2
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |
4.1
|
Twenty-Fourth Supplemental Indenture, dated October 5, 2009, among NRG Energy, Inc., the existing guarantors named therein, the guaranteeing subsidiaries named therein and Law Debenture Trust Company of New York. | |
4.2
|
Twenty-Fifth Supplemental Indenture, dated October 5, 2009, among NRG Energy, Inc., the existing guarantors named therein, the guaranteeing subsidiaries named therein and Law Debenture Trust Company of New York. | |
4.3
|
Twenty-Sixth Supplemental Indenture, dated October 5, 2009, among NRG Energy, Inc., the existing guarantors named therein, the guaranteeing subsidiaries named therein and Law Debenture Trust Company of New York. | |
4.4
|
Twenty-Seventh Supplemental Indenture, dated October 5, 2009, among NRG Energy, Inc., the existing guarantors named therein, the guaranteeing subsidiaries named therein and Law Debenture Trust Company of New York. |
3
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NRG ENERGY, INC. | ||||
| /s/ Michael Bramnick | ||||
Date: October 5, 2009
|
||||
| Title: Senior Vice President and General Counsel |
4
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EXHIBIT INDEX
| Exhibit Number | Description | |
4.1
|
Twenty-Fourth Supplemental Indenture, dated October 5, 2009, among NRG Energy, Inc., the existing guarantors named therein, the guaranteeing subsidiaries named therein and Law Debenture Trust Company of New York. | |
4.2
|
Twenty-Fifth Supplemental Indenture, dated October 5, 2009, among NRG Energy, Inc., the existing guarantors named therein, the guaranteeing subsidiaries named therein and Law Debenture Trust Company of New York. | |
4.3
|
Twenty-Sixth Supplemental Indenture, dated October 5, 2009, among NRG Energy, Inc., the existing guarantors named therein, the guaranteeing subsidiaries named therein and Law Debenture Trust Company of New York. | |
4.4
|
Twenty-Seventh Supplemental Indenture, dated October 5, 2009, among NRG Energy, Inc., the existing guarantors named therein, the guaranteeing subsidiaries named therein and Law Debenture Trust Company of New York. |
Exhibit 4.1
TWENTY-FOURTH SUPPLEMENTAL INDENTURE FOR
ADDITIONAL SUBSIDIARY GUARANTEES
ADDITIONAL SUBSIDIARY GUARANTEES
Twenty-Fourth Supplemental Indenture (this “Supplemental Indenture for Additional
Guarantees”), dated as of October 5, 2009, among NRG Retail LLC, Reliant Energy Power Supply, LLC,
Reliant Energy Retail Holdings, LLC, RERH Holdings, LLC, Reliant Energy Retail Services, LLC and RE
Retail Receivables, LLC (each a “Guaranteeing Subsidiary” and together the “Guaranteeing
Subsidiaries”), each an indirect subsidiary of NRG Energy, Inc., a Delaware corporation (the
“Company”), the Company, the Existing Guarantors set forth on the signature page hereto (the
“Existing Guarantors”) and Law Debenture Trust Company of New York, as trustee under the indentures
referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the
“Base Indenture”), dated as of February 2, 2006, between the Company and the Trustee, as amended by
a first supplemental indenture (the “First Supplemental Indenture”), dated as of February 2, 2006,
among the Company, the Guarantors named therein and the Trustee, providing for the original
issuance of an aggregate principal amount of $1,200 million of 7.250% Senior Notes due 2014 (the
“Initial Notes”), and, subject to the terms of the Indenture, future unlimited issuances of 7.250%
Senior Notes due 2014 (the “Additional Notes,” and together with the Initial Notes, the “Notes”), a
third supplemental indenture (the “Third Supplemental Indenture”), dated as of March 14, 2006,
among the Company, the Existing Guarantors party thereto and the Trustee, a fifth supplemental
indenture (the “Fifth Supplemental Indenture”), dated as of April 28, 2006, among the Company, the
Existing Guarantors party thereto and the Trustee, a seventh supplemental indenture (the “Seventh
Supplemental Indenture"), dated as of November 13, 2006, among the Company, the Existing Guarantors
party thereto and the Trustee, a tenth supplemental indenture, dated July 19, 2007, among the
Company, the Existing Guarantors party thereto and the Trustee (the “Tenth Supplemental
Indenture"), a thirteenth supplemental indenture (the “Thirteenth Supplemental Indenture"), dated
as of August 28, 2007, among the Company, the Existing Guarantors party thereto and the Trustee, a
sixteenth supplemental indenture (the “Sixteenth Supplemental Indenture"), dated April 28, 2009,
among the Company, the Guaranteeing Subsidiary, the Existing Guarantors party thereto and the
Trustee, and a nineteenth supplemental indenture, dated as of May 8, 2009, among the Company, the
Existing Guarantors and the Trustee (the “Nineteenth Supplemental Indenture” and together with the
Base Indenture, the First Supplemental Indenture, the Third Supplemental Indenture, the Fifth
Supplemental Indenture, the Seventh Supplemental Indenture, the Tenth Supplemental Indenture, the
Thirteenth Supplemental Indenture and the Sixteenth Supplemental Indenture, the “Indenture”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under
the Notes and the Indenture (the “Additional Guarantees”); and
WHEREAS, pursuant to Section 4.17 of the First Supplemental Indenture, the Trustee, the
Company and the other Guarantors are authorized and required to execute and deliver this
Supplemental Indenture for Additional Guarantees.
NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the
receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries, the Trustee, the Company
and the other Guarantors mutually covenant and agree for the equal and ratable benefit of the
Holders of the Notes as follows:
1
1. Capitalized Terms. Unless otherwise defined in this Supplemental Indenture for Additional
Guarantees, capitalized terms used herein without definition shall have the meanings assigned to
them in the Indenture.
2. Agreement to be Bound; Guarantee. The Guaranteeing Subsidiaries hereby become party to the
First Supplemental Indenture as a Guarantor and as such will have all of the rights and be subject
to all of the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing
Subsidiaries hereby agree to be bound by all of the provisions of the First Supplemental Indenture
applicable to a Guarantor and to perform all of the Obligations and agreements of a Guarantor under
the First Supplemental Indenture. In furtherance of the foregoing, the Guaranteeing Subsidiaries
shall be deemed a Guarantor for purposes of Article 10 of the First Supplemental Indenture,
including, without limitation, Section 10.02 thereof.
3. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.
4. Counterparts. The parties may sign any number of copies of this Supplemental Indenture for
Additional Guarantees. Each signed copy shall be an original, but all of them together represent
the same agreement.
5. Effect of Headings. The Section headings herein are for convenience only and shall not
affect the construction hereof.
6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture for Additional Guarantees or
for or in respect of the recitals contained herein, all of which recitals are made solely by the
Guaranteeing Subsidiaries and the Company.
7. Ratification of Indenture; Supplemental Indenture for Additional Guarantees Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain in full force and
effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture
for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered
shall by bound hereby.
2
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture for Additional
Guarantees to be duly executed and attested, all as of the date first above written.
| Guaranteeing Subsidiaries: | ||||||
| RELIANT ENERGY POWER SUPPLY, LLC | ||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | Christopher Sotos | |||||
| Title: | Vice President | |||||
| RELIANT ENERGY RETAIL HOLDINGS, LLC | ||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | Christopher Sotos | |||||
| Title: | Vice President | |||||
| RERH HOLDINGS, LLC | ||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | Christopher Sotos | |||||
| Title: | Vice President | |||||
| RELIANT ENERGY RETAIL SERVICES, LLC | ||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | Christopher Sotos | |||||
| Title: | Vice President | |||||
| RE RETAIL RECEIVABLES, LLC | ||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | Christopher Sotos | |||||
| Title: | Vice President | |||||
| NRG RETAIL LLC | ||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | Christopher Sotos | |||||
| Title: | Vice President | |||||
Signature Page to Twenty-Fourth Supplemental Indenture
| Issuer: | ||||||
| NRG ENERGY, INC. | ||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | Christopher Sotos | |||||
| Title: | Vice President & Treasurer | |||||
| Existing Guarantors: | ||||||
| ARTHUR KILL POWER LLC ASTORIA GAS TURBINE POWER LLC BERRIANS I GAS TURBINE POWER LLC BIG CAJUN II UNIT 4 LLC CABRILLO POWER I LLC CABRILLO POWER II LLC CHICKAHOMINY RIVER ENERGY CORP. COMMONWEALTH ATLANTIC POWER LLC CONEMAUGH POWER LLC CONNECTICUT JET POWER LLC DEVON POWER LLC DUNKIRK POWER LLC EASTERN SIERRA ENERGY COMPANY EL SEGUNDO POWER LLC EL SEGUNDO POWER II LLC HANOVER ENERGY COMPANY HOFFMAN SUMMIT WIND PROJECT, LLC HUNTLEY IGCC LLC HUNTLEY POWER LLC INDIAN RIVER IGCC LLC INDIAN RIVER OPERATIONS INC. INDIAN RIVER POWER LLC JAMES RIVER POWER LLC KAUFMAN COGEN LP KEYSTONE POWER LLC LAKE ERIE PROPERTIES INC. LANGFORD WIND POWER, LLC LOUISIANA GENERATING LLC MIDDLETOWN POWER LLC MONTVILLE IGCC LLC MONTVILLE POWER LLC NEO CHESTER-GEN LLC NEO CORPORATION NEO FREEHOLD-GEN LLC NEO POWER SERVICES INC. NEW GENCO GP, LLC NORWALK POWER LLC NRG AFFILIATE SERVICES INC. NRG ARTHUR KILL OPERATIONS INC. NRG ASIA-PACIFIC, LTD. |
||||||
Signature Page to Twenty-Fourth Supplemental Indenture
| NRG ASTORIA GAS TURBINE OPERATIONS, INC. NRG BAYOU COVE LLC NRG CABRILLO POWER OPERATIONS INC. NRG CADILLAC OPERATIONS INC. NRG CALIFORNIA PEAKER OPERATIONS LLC NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC NRG CONNECTICUT AFFILIATE SERVICES INC. NRG DEVON OPERATIONS INC. NRG DUNKIRK OPERATIONS INC. NRG EL SEGUNDO OPERATIONS INC. NRG GENERATION HOLDINGS, INC. NRG HUNTLEY OPERATIONS INC. NRG INTERNATIONAL LLC NRG KAUFMAN LLC NRG MESQUITE LLC NRG MIDATLANTIC AFFILIATE SERVICES INC. NRG MIDDLETOWN OPERATIONS INC. NRG MONTVILLE OPERATIONS INC. NRG NEW JERSEY ENERGY SALES LLC NRG NEW ROADS HOLDINGS LLC NRG NORTH CENTRAL OPERATIONS INC. NRG NORTHEAST AFFILIATE SERVICES INC. NRG NORWALK HARBOR OPERATIONS INC. NRG OPERATING SERVICES, INC. NRG OSWEGO HARBOR POWER OPERATIONS INC. NRG POWER MARKETING LLC NRG ROCKY ROAD LLC NRG SAGUARO OPERATIONS INC. NRG SOUTH CENTRAL AFFILIATE SERVICES INC. NRG SOUTH CENTRAL GENERATING LLC NRG SOUTH CENTRAL OPERATIONS INC. NRG TEXAS C&I SUPPLY LLC NRG TEXAS LLC NRG TEXAS HOLDING INC. NRG TEXAS POWER LLC NRG WEST COAST LLC NRG WESTERN AFFILIATE SERVICES INC. OSWEGO HARBOR POWER LLC PADOMA WIND POWER, LLC RELIANT ENERGY SERVICES TEXAS, LLC RELIANT ENERGY TEXAS RETAIL, LLC SAGUARO POWER LLC SAN JUAN MESA WIND PROJECT II, LLC SOMERSET OPERATIONS INC. SOMERSET POWER LLC TEXAS GENCO FINANCING CORP. TEXAS GENCO GP, LLC TEXAS GENCO HOLDINGS, INC. TEXAS GENCO OPERATING SERVICES, LLC VIENNA OPERATIONS INC. VIENNA POWER LLC |
||||||
Signature Page to Twenty-Fourth Supplemental Indenture
| WCP (GENERATION) HOLDINGS LLC WEST COAST POWER LLC |
||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | Christopher Sotos | |||||
| Title: | Treasurer | |||||
| GCP FUNDING COMPANY, LLC TEXAS GENCO LP, LLC |
||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | Christopher Sotos | |||||
| Title: | Management Board Member | |||||
| NRG SOUTH TEXAS LP | ||||||
| By: Texas Genco GP, LLC, its General Partner | ||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | Christopher Sotos | |||||
| Title: | Treasurer | |||||
| TEXAS GENCO SERVICES, LP | ||||||
| By: New Genco GP, LLC, its General Partner | ||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | Christopher Sotos | |||||
| Title: | Treasurer | |||||
| NRG CONSTRUCTION LLC | ||||||
| By: | /s/ Rachel Smith | |||||
| Name: | Rachel Smith | |||||
| Title: | Treasurer | |||||
| Attest: |
||||
| By: | /s/ Tanuja M. Dehne | |||
| Name: | Tanuja M. Dehne | |||
| Title: | Corporate Secretary | |||
Signature Page to Twenty-Fourth Supplemental Indenture
LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee |
||||||
| By: Name: |
/s/ James D. Heaney
|
|||||
| Title: | Managing Director | |||||
Signature Page to Twenty-Fourth Supplemental Indenture
Exhibit 4.2
TWENTY-FIFTH SUPPLEMENTAL INDENTURE FOR
ADDITIONAL SUBSIDIARY GUARANTEES
ADDITIONAL SUBSIDIARY GUARANTEES
Twenty-Fifth Supplemental Indenture (this “Supplemental Indenture for Additional
Guarantees”), dated as of October 5, 2009, among NRG Retail LLC, Reliant Energy Power Supply, LLC,
Reliant Energy Retail Holdings, LLC, RERH Holdings, LLC, Reliant Energy Retail Services, LLC and RE
Retail Receivables, LLC (each a “Guaranteeing Subsidiary” and together the “Guaranteeing
Subsidiaries”), each an indirect subsidiary of NRG Energy, Inc., a Delaware corporation (the
“Company”), the Company, the Existing Guarantors set forth on the signature page hereto (the
“Existing Guarantors”) and Law Debenture Trust Company of New York, as trustee under the indentures
referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the
“Base Indenture”), dated as of February 2, 2006, between the Company and the Trustee, as amended by
a second supplemental indenture (the “Second Supplemental Indenture”), dated as of February 2,
2006, among the Company, the Guarantors named therein and the Trustee, providing for the original
issuance of an aggregate principal amount of $2,400 million of 7.375% Senior Notes due 2016 (the
“Initial Notes”), and, subject to the terms of the Indenture, future unlimited issuances of 7.375%
Senior Notes due 2016 (the “Additional Notes,” and together with the Initial Notes, the “Notes”), a
fourth supplemental indenture, dated as of March 14, 2006, among the Company, the Existing
Guarantors party thereto and the Trustee (the “Fourth Supplemental Indenture”), a sixth
supplemental indenture, dated as of April 28, 2006, among the Company, the Existing Guarantors
party thereto and the Trustee (the “Sixth Supplemental Indenture”), an eighth supplemental
indenture, dated as of November 13, 2006, among the Company, the Existing Guarantors party thereto
and the Trustee (the “Eight Supplemental Indenture”), an eleventh supplemental indenture, dated as
of July 19, 2007, among the Company, the Existing Guarantors party thereto and the Trustee (the
“Eleventh Supplemental Indenture”), a fourteenth supplemental indenture, dated as of August 28,
2007, among the Company, the Existing Guarantors and the Trustee (the “Fourteenth Supplemental
Indenture”), a seventeenth supplemental indenture, dated as of April 28, 2009 among the Company,
the Existing Guarantors party thereto and the Trustee (the “Seventeenth Supplemental Indenture”),
and a twentieth supplemental indenture, dated as of May 8, 2009 among the Company, the Existing
Guarantors and the Trustee (the “Twentieth Supplemental Indenture” and together with the Base
Indenture, the Second Supplemental Indenture, the Fourth Supplemental Indenture, the Sixth
Supplemental Indenture, the Eighth Supplemental Indenture, the Eleventh Supplemental Indenture, the
Fourteenth Supplemental Indenture and the Seventeenth Supplemental Indenture the “Indenture”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under
the Notes and the Indenture (the “Additional Guarantees”); and
WHEREAS, pursuant to Section 4.17 of the Second Supplemental Indenture, the Trustee, the
Company and the other Guarantors are authorized and required to execute and deliver this
Supplemental Indenture for Additional Guarantees.
NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the
receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries, the Trustee, the Company
and the other Guarantors mutually covenant and agree for the equal and ratable benefit of the
Holders of the Notes as follows:
1
1. Capitalized Terms. Unless otherwise defined in this Supplemental Indenture for Additional
Guarantees, capitalized terms used herein without definition shall have the meanings assigned to
them in the Indenture.
2. Agreement to be Bound; Guarantee. The Guaranteeing Subsidiaries hereby become parties to
the Second Supplemental Indenture as Guarantors and as such will have all of the rights and be
subject to all of the Obligations and agreements of a Guarantor under the Indenture. The
Guaranteeing Subsidiaries hereby agree to be bound by all of the provisions of the Second
Supplemental Indenture applicable to a Guarantor and to perform all of the Obligations and
agreements of a Guarantor under the Second Supplemental Indenture. In furtherance of the
foregoing, the Guaranteeing Subsidiaries shall be deemed Guarantors for purposes of Article 10 of
the Second Supplemental Indenture, including, without limitation, Section 10.02 thereof.
3. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.
4. Counterparts. The parties may sign any number of copies of this Supplemental Indenture for
Additional Guarantees. Each signed copy shall be an original, but all of them together represent
the same agreement.
5. Effect of Headings. The Section headings herein are for convenience only and shall not
affect the construction hereof.
6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture for Additional Guarantees or
for or in respect of the recitals contained herein, all of which recitals are made solely by the
Guaranteeing Subsidiaries and the Company.
7. Ratification of Indenture; Supplemental Indenture for Additional Guarantees Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain in full force and
effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture
for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered
shall by bound hereby.
2
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture for Additional
Guarantees to be duly executed and attested, all as of the date first above written.
| Guaranteeing Subsidiaries: RELIANT ENERGY POWER SUPPLY, LLC |
||||
| By: | /s/ Christopher Sotos | |||
| Name: | Christopher Sotos | |||
| Title: | Vice President | |||
| RELIANT ENERGY RETAIL HOLDINGS, LLC |
||||
| By: | /s/ Christopher Sotos | |||
| Name: | Christopher Sotos | |||
| Title: | Vice President | |||
| RERH HOLDINGS, LLC |
||||
| By: | /s/ Christopher Sotos | |||
| Name: | Christopher Sotos | |||
| Title: | Vice President | |||
| RELIANT ENERGY RETAIL SERVICES, LLC |
||||
| By: | /s/ Christopher Sotos | |||
| Name: | Christopher Sotos | |||
| Title: | Vice President | |||
| RE RETAIL RECEIVABLES, LLC |
||||
| By: | /s/ Christopher Sotos | |||
| Name: | Christopher Sotos | |||
| Title: | Vice President | |||
| NRG RETAIL LLC |
||||
| By: | /s/ Christopher Sotos | |||
| Name: | Christopher Sotos | |||
| Title: | Vice President | |||
Signature Page to Twenty-Fifth Supplemental Indenture
| Issuer: NRG ENERGY, INC. |
||||
| By: | /s/ Christopher Sotos | |||
| Name: | Christopher Sotos | |||
| Title: | Vice President & Treasurer | |||
Existing Guarantors:
ARTHUR KILL POWER LLC
ASTORIA GAS TURBINE POWER LLC
BERRIANS I GAS TURBINE POWER LLC
BIG CAJUN II UNIT 4 LLC
CABRILLO POWER I LLC
CABRILLO POWER II LLC
CHICKAHOMINY RIVER ENERGY CORP.
COMMONWEALTH ATLANTIC POWER LLC
CONEMAUGH POWER LLC
CONNECTICUT JET POWER LLC
DEVON POWER LLC
DUNKIRK POWER LLC
EASTERN SIERRA ENERGY COMPANY
EL SEGUNDO POWER LLC
EL SEGUNDO POWER II LLC
HANOVER ENERGY COMPANY
HOFFMAN SUMMIT WIND PROJECT, LLC
HUNTLEY IGCC LLC
HUNTLEY POWER LLC
INDIAN RIVER IGCC LLC
INDIAN RIVER OPERATIONS INC.
INDIAN RIVER POWER LLC
JAMES RIVER POWER LLC
KAUFMAN COGEN LP
KEYSTONE POWER LLC
LAKE ERIE PROPERTIES INC.
LANGFORD WIND POWER, LLC
LOUISIANA GENERATING LLC
MIDDLETOWN POWER LLC
MONTVILLE IGCC LLC
MONTVILLE POWER LLC
NEO CHESTER-GEN LLC
NEO CORPORATION
NEO FREEHOLD-GEN LLC
NEO POWER SERVICES INC.
NEW GENCO GP, LLC
NORWALK POWER LLC
NRG AFFILIATE SERVICES INC.
NRG ARTHUR KILL OPERATIONS INC.
NRG ASIA-PACIFIC, LTD.
ASTORIA GAS TURBINE POWER LLC
BERRIANS I GAS TURBINE POWER LLC
BIG CAJUN II UNIT 4 LLC
CABRILLO POWER I LLC
CABRILLO POWER II LLC
CHICKAHOMINY RIVER ENERGY CORP.
COMMONWEALTH ATLANTIC POWER LLC
CONEMAUGH POWER LLC
CONNECTICUT JET POWER LLC
DEVON POWER LLC
DUNKIRK POWER LLC
EASTERN SIERRA ENERGY COMPANY
EL SEGUNDO POWER LLC
EL SEGUNDO POWER II LLC
HANOVER ENERGY COMPANY
HOFFMAN SUMMIT WIND PROJECT, LLC
HUNTLEY IGCC LLC
HUNTLEY POWER LLC
INDIAN RIVER IGCC LLC
INDIAN RIVER OPERATIONS INC.
INDIAN RIVER POWER LLC
JAMES RIVER POWER LLC
KAUFMAN COGEN LP
KEYSTONE POWER LLC
LAKE ERIE PROPERTIES INC.
LANGFORD WIND POWER, LLC
LOUISIANA GENERATING LLC
MIDDLETOWN POWER LLC
MONTVILLE IGCC LLC
MONTVILLE POWER LLC
NEO CHESTER-GEN LLC
NEO CORPORATION
NEO FREEHOLD-GEN LLC
NEO POWER SERVICES INC.
NEW GENCO GP, LLC
NORWALK POWER LLC
NRG AFFILIATE SERVICES INC.
NRG ARTHUR KILL OPERATIONS INC.
NRG ASIA-PACIFIC, LTD.
Signature Page to Twenty-Fifth Supplemental Indenture
NRG ASTORIA GAS TURBINE OPERATIONS, INC.
NRG BAYOU COVE LLC
NRG CABRILLO POWER OPERATIONS INC.
NRG CADILLAC OPERATIONS INC.
NRG CALIFORNIA PEAKER OPERATIONS LLC
NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC
NRG CONNECTICUT AFFILIATE SERVICES INC.
NRG DEVON OPERATIONS INC.
NRG DUNKIRK OPERATIONS INC.
NRG EL SEGUNDO OPERATIONS INC.
NRG GENERATION HOLDINGS, INC.
NRG HUNTLEY OPERATIONS INC.
NRG INTERNATIONAL LLC
NRG KAUFMAN LLC
NRG MESQUITE LLC
NRG MIDATLANTIC AFFILIATE SERVICES INC.
NRG MIDDLETOWN OPERATIONS INC.
NRG MONTVILLE OPERATIONS INC.
NRG NEW JERSEY ENERGY SALES LLC
NRG NEW ROADS HOLDINGS LLC
NRG NORTH CENTRAL OPERATIONS INC.
NRG NORTHEAST AFFILIATE SERVICES INC.
NRG NORWALK HARBOR OPERATIONS INC.
NRG OPERATING SERVICES, INC.
NRG OSWEGO HARBOR POWER OPERATIONS INC.
NRG POWER MARKETING LLC
NRG ROCKY ROAD LLC
NRG SAGUARO OPERATIONS INC.
NRG SOUTH CENTRAL AFFILIATE SERVICES INC.
NRG SOUTH CENTRAL GENERATING LLC
NRG SOUTH CENTRAL OPERATIONS INC.
NRG TEXAS C&I SUPPLY LLC
NRG TEXAS LLC
NRG TEXAS HOLDING INC.
NRG TEXAS POWER LLC
NRG WEST COAST LLC
NRG WESTERN AFFILIATE SERVICES INC.
OSWEGO HARBOR POWER LLC
PADOMA WIND POWER, LLC
RELIANT ENERGY SERVICES TEXAS, LLC
RELIANT ENERGY TEXAS RETAIL, LLC
SAGUARO POWER LLC
SAN JUAN MESA WIND PROJECT II, LLC
SOMERSET OPERATIONS INC.
SOMERSET POWER LLC
TEXAS GENCO FINANCING CORP.
TEXAS GENCO GP, LLC
TEXAS GENCO HOLDINGS, INC.
TEXAS GENCO OPERATING SERVICES, LLC
VIENNA OPERATIONS INC.
NRG BAYOU COVE LLC
NRG CABRILLO POWER OPERATIONS INC.
NRG CADILLAC OPERATIONS INC.
NRG CALIFORNIA PEAKER OPERATIONS LLC
NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC
NRG CONNECTICUT AFFILIATE SERVICES INC.
NRG DEVON OPERATIONS INC.
NRG DUNKIRK OPERATIONS INC.
NRG EL SEGUNDO OPERATIONS INC.
NRG GENERATION HOLDINGS, INC.
NRG HUNTLEY OPERATIONS INC.
NRG INTERNATIONAL LLC
NRG KAUFMAN LLC
NRG MESQUITE LLC
NRG MIDATLANTIC AFFILIATE SERVICES INC.
NRG MIDDLETOWN OPERATIONS INC.
NRG MONTVILLE OPERATIONS INC.
NRG NEW JERSEY ENERGY SALES LLC
NRG NEW ROADS HOLDINGS LLC
NRG NORTH CENTRAL OPERATIONS INC.
NRG NORTHEAST AFFILIATE SERVICES INC.
NRG NORWALK HARBOR OPERATIONS INC.
NRG OPERATING SERVICES, INC.
NRG OSWEGO HARBOR POWER OPERATIONS INC.
NRG POWER MARKETING LLC
NRG ROCKY ROAD LLC
NRG SAGUARO OPERATIONS INC.
NRG SOUTH CENTRAL AFFILIATE SERVICES INC.
NRG SOUTH CENTRAL GENERATING LLC
NRG SOUTH CENTRAL OPERATIONS INC.
NRG TEXAS C&I SUPPLY LLC
NRG TEXAS LLC
NRG TEXAS HOLDING INC.
NRG TEXAS POWER LLC
NRG WEST COAST LLC
NRG WESTERN AFFILIATE SERVICES INC.
OSWEGO HARBOR POWER LLC
PADOMA WIND POWER, LLC
RELIANT ENERGY SERVICES TEXAS, LLC
RELIANT ENERGY TEXAS RETAIL, LLC
SAGUARO POWER LLC
SAN JUAN MESA WIND PROJECT II, LLC
SOMERSET OPERATIONS INC.
SOMERSET POWER LLC
TEXAS GENCO FINANCING CORP.
TEXAS GENCO GP, LLC
TEXAS GENCO HOLDINGS, INC.
TEXAS GENCO OPERATING SERVICES, LLC
VIENNA OPERATIONS INC.
Signature Page to Twenty-Fifth Supplemental Indenture
| VIENNA POWER LLC WCP (GENERATION) HOLDINGS LLC WEST COAST POWER LLC |
||||
| By: | /s/ Christopher Sotos | |||
| Name: | Christopher Sotos | |||
| Title: | Treasurer | |||
| GCP FUNDING COMPANY, LLC TEXAS GENCO LP, LLC |
||||
| By: | /s/ Christopher Sotos | |||
| Name: | Christopher Sotos | |||
| Title: | Management Board Member | |||
| NRG SOUTH TEXAS LP |
||||
| By: | Texas Genco GP, LLC, its General Partner | |||
| By: | /s/ Christopher Sotos | |||
| Name: | Christopher Sotos | |||
| Title: | Treasurer | |||
| TEXAS GENCO SERVICES, LP
By: New Genco GP, LLC, its General Partner |
||||
| By: | /s/ Christopher Sotos | |||
| Name: | Christopher Sotos | |||
| Title: | Treasurer | |||
|
NRG CONSTRUCTION LLC |
||||
| By: | /s/ Rachel Smith | |||
| Name: | Rachel Smith | |||
| Title: | Treasurer | |||
| Attest: |
||||
| By: | /s/ Tanuja M. Dehne | |||
| Name: | Tanuja M. Dehne | |||
| Title: | Corporate Secretary | |||
Signature Page to Twenty-Fifth Supplemental Indenture
LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee |
||||
| By: | /s/ James D. Heaney | |||
| Name: | James D. Heaney | |||
| Title: | Managing Director | |||
Signature Page to Twenty-Fifth Supplemental Indenture
Exhibit 4.3
TWENTY-SIXTH SUPPLEMENTAL INDENTURE
ADDITIONAL SUBSIDIARY GUARANTEES
ADDITIONAL SUBSIDIARY GUARANTEES
Twenty-Sixth Supplemental Indenture (this “Supplemental Indenture for Additional
Guarantees”), dated as of October 5, 2009, among NRG Retail LLC, Reliant Energy Power Supply, LLC,
Reliant Energy Retail Holdings, LLC, RERH Holdings, LLC, Reliant Energy Retail Services, LLC and RE
Retail Receivables, LLC (each a “Guaranteeing Subsidiary” and together the “Guaranteeing
Subsidiaries”), each an indirect subsidiary of NRG Energy, Inc. (or its permitted successor), a
Delaware corporation (the “Company”), the Company, the existing guarantors set forth on the
signature page hereto (the “Existing Guarantors") and Law Debenture Trust Company of New York, as
trustee under the indentures referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the
“Base Indenture”), dated as of February 2, 2006, between the Company and the Trustee, as amended by
a ninth supplemental indenture (the “Ninth Supplemental Indenture”), dated as of November 21, 2006,
among the Company, the Existing Guarantors party thereto and the Trustee, providing for the
original issuance of an aggregate principal amount of $1,100 million of 7.375% Senior Notes due
2017 (the “Initial Notes”), and, subject to the terms of the Ninth Supplemental Indenture, future
unlimited issuances of 7.375% Senior Notes due 2017 (the “Additional Notes,” and together with the
Initial Notes, the “Notes”), as amended by a twelfth supplemental indenture, dated as of July 19,
2007, among the Company, the Existing Guarantors party thereto and the Trustee (the “Twelfth
Supplemental Indenture”) and by a fifteenth supplemental indenture, dated as of August 28, 2007,
among the Company, the Existing Guarantors and the Trustee (the “Fifteenth Supplemental
Indenture”), an eighteenth supplemental indenture dated as of April 28, 2009, among the Company,
the Existing Guarantors party thereto and the Trustee (the “Eighteenth Supplemental Indenture”),
and a twenty-first supplemental indenture dated as of May 8, 2009, among the Company, the Existing
Guarantors party thereto and the Trustee (the “Twenty-First Supplemental Indenture” and together
with the Base Indenture, the Ninth Supplemental Indenture, the Twelfth Supplemental Indenture, the
Fifteenth Supplemental Indenture and the Eighteenth Supplemental Indenture, the “Indenture”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under
the Notes and the Indenture (the “Subsidiary Guarantee”); and
WHEREAS, pursuant to Section 4.17 of the Ninth Supplemental Indenture, the Trustee, the
Company and the Existing Guarantors are authorized and required to execute and deliver this
Supplemental Indenture for Additional Guarantees.
NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the
receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries, the Trustee, the Company
and the Existing Guarantors mutually covenant and agree for the equal and ratable benefit of the
Holders of the Notes as follows:
1. Capitalized Terms. Unless otherwise defined in this Supplemental Indenture for Additional
Guarantees, capitalized terms used herein without definition shall have the meanings assigned to
them in the Indenture.
1
2. Agreement to be Bound; Guarantee. The Guaranteeing Subsidiaries hereby become a party to
the Ninth Supplemental Indenture as a Guarantor and as such will have all of the rights and be
subject to all of the Obligations and agreements of a Guarantor under the Indenture. The
Guaranteeing Subsidiaries hereby agree to be bound by all of the provisions of the Ninth
Supplemental Indenture applicable to a Guarantor and to perform all of the Obligations and
agreements of a Guarantor under the Ninth Supplemental Indenture. In furtherance of the foregoing,
The Guaranteeing Subsidiaries shall be deemed a Guarantor for purposes of Article 10 of the Ninth
Supplemental Indenture, including, without limitation, Section 10.02 thereof.
3. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.
4. Counterparts. The parties may sign any number of copies of this Supplemental Indenture for
Additional Guarantees. Each signed copy shall be an original, but all of them together represent
the same agreement.
5. Effect of Headings. The Section headings herein are for convenience only and shall not
affect the construction hereof.
6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture for Additional Guarantees or
for or in respect of the recitals contained herein, all of which recitals are made solely by the
Guaranteeing Subsidiaries and the Company.
7. Ratification of Indenture; Supplemental Indenture for Additional Guarantees Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain in full force and
effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture
for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered
shall by bound hereby.
2
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture for Additional
Guarantees to be duly executed and attested, all as of the date first above written.
| Guaranteeing Subsidiaries: | ||||||
| RELIANT ENERGY POWER SUPPLY, LLC | ||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | Christopher Sotos | |||||
| Title: | Vice President | |||||
| RELIANT ENERGY RETAIL HOLDINGS, LLC | ||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | Christopher Sotos | |||||
| Title: | Vice President | |||||
| RERH HOLDINGS, LLC | ||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | Christopher Sotos | |||||
| Title: | Vice President | |||||
| RELIANT ENERGY RETAIL SERVICES, LLC | ||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | Christopher Sotos | |||||
| Title: | Vice President | |||||
| RE RETAIL RECEIVABLES, LLC | ||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | Christopher Sotos | |||||
| Title: | Vice President | |||||
| NRG RETAIL LLC | ||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | Christopher Sotos | |||||
| Title: | Vice President | |||||
Signature Page to Twenty-Sixth Supplemental Indenture
| Issuer: | ||||||
| NRG ENERGY, INC. | ||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | Christopher Sotos | |||||
| Title: | Vice President | |||||
Existing Guarantors:
ARTHUR KILL POWER LLC
ASTORIA GAS TURBINE POWER LLC
BERRIANS I GAS TURBINE POWER LLC
BIG CAJUN II UNIT 4 LLC
CABRILLO POWER I LLC
CABRILLO POWER II LLC
CHICKAHOMINY RIVER ENERGY CORP.
COMMONWEALTH ATLANTIC POWER LLC
CONEMAUGH POWER LLC
CONNECTICUT JET POWER LLC
DEVON POWER LLC
DUNKIRK POWER LLC
EASTERN SIERRA ENERGY COMPANY
EL SEGUNDO POWER LLC
EL SEGUNDO POWER II LLC
HANOVER ENERGY COMPANY
HOFFMAN SUMMIT WIND PROJECT, LLC
HUNTLEY IGCC LLC
HUNTLEY POWER LLC
INDIAN RIVER IGCC LLC
INDIAN RIVER OPERATIONS INC.
INDIAN RIVER POWER LLC
JAMES RIVER POWER LLC
KAUFMAN COGEN LP
KEYSTONE POWER LLC
LAKE ERIE PROPERTIES INC.
LANGFORD WIND POWER, LLC
LOUISIANA GENERATING LLC
MIDDLETOWN POWER LLC
MONTVILLE IGCC LLC
MONTVILLE POWER LLC
NEO CHESTER-GEN LLC
NEO CORPORATION
NEO FREEHOLD-GEN LLC
NEO POWER SERVICES INC.
NEW GENCO GP, LLC
NORWALK POWER LLC
NRG AFFILIATE SERVICES INC.
NRG ARTHUR KILL OPERATIONS INC.
ASTORIA GAS TURBINE POWER LLC
BERRIANS I GAS TURBINE POWER LLC
BIG CAJUN II UNIT 4 LLC
CABRILLO POWER I LLC
CABRILLO POWER II LLC
CHICKAHOMINY RIVER ENERGY CORP.
COMMONWEALTH ATLANTIC POWER LLC
CONEMAUGH POWER LLC
CONNECTICUT JET POWER LLC
DEVON POWER LLC
DUNKIRK POWER LLC
EASTERN SIERRA ENERGY COMPANY
EL SEGUNDO POWER LLC
EL SEGUNDO POWER II LLC
HANOVER ENERGY COMPANY
HOFFMAN SUMMIT WIND PROJECT, LLC
HUNTLEY IGCC LLC
HUNTLEY POWER LLC
INDIAN RIVER IGCC LLC
INDIAN RIVER OPERATIONS INC.
INDIAN RIVER POWER LLC
JAMES RIVER POWER LLC
KAUFMAN COGEN LP
KEYSTONE POWER LLC
LAKE ERIE PROPERTIES INC.
LANGFORD WIND POWER, LLC
LOUISIANA GENERATING LLC
MIDDLETOWN POWER LLC
MONTVILLE IGCC LLC
MONTVILLE POWER LLC
NEO CHESTER-GEN LLC
NEO CORPORATION
NEO FREEHOLD-GEN LLC
NEO POWER SERVICES INC.
NEW GENCO GP, LLC
NORWALK POWER LLC
NRG AFFILIATE SERVICES INC.
NRG ARTHUR KILL OPERATIONS INC.
Signature Page to Twenty-Sixth Supplemental Indenture
NRG ASIA-PACIFIC, LTD.
NRG ASTORIA GAS TURBINE OPERATIONS, INC.
NRG BAYOU COVE LLC
NRG CABRILLO POWER OPERATIONS INC.
NRG CADILLAC OPERATIONS INC.
NRG CALIFORNIA PEAKER OPERATIONS LLC
NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC
NRG CONNECTICUT AFFILIATE SERVICES INC.
NRG DEVON OPERATIONS INC.
NRG DUNKIRK OPERATIONS INC.
NRG EL SEGUNDO OPERATIONS INC.
NRG GENERATION HOLDINGS, INC.
NRG HUNTLEY OPERATIONS INC.
NRG INTERNATIONAL LLC
NRG KAUFMAN LLC
NRG MESQUITE LLC
NRG MIDATLANTIC AFFILIATE SERVICES INC.
NRG MIDDLETOWN OPERATIONS INC.
NRG MONTVILLE OPERATIONS INC.
NRG NEW JERSEY ENERGY SALES LLC
NRG NEW ROADS HOLDINGS LLC
NRG NORTH CENTRAL OPERATIONS INC.
NRG NORTHEAST AFFILIATE SERVICES INC.
NRG NORWALK HARBOR OPERATIONS INC.
NRG OPERATING SERVICES, INC.
NRG OSWEGO HARBOR POWER OPERATIONS INC.
NRG POWER MARKETING LLC
NRG ROCKY ROAD LLC
NRG SAGUARO OPERATIONS INC.
NRG SOUTH CENTRAL AFFILIATE SERVICES INC.
NRG SOUTH CENTRAL GENERATING LLC
NRG SOUTH CENTRAL OPERATIONS INC.
NRG TEXAS C&I SUPPLY LLC
NRG TEXAS LLC
NRG TEXAS HOLDING INC.
NRG TEXAS POWER LLC
NRG WEST COAST LLC
NRG WESTERN AFFILIATE SERVICES INC.
OSWEGO HARBOR POWER LLC
PADOMA WIND POWER, LLC
RELIANT ENERGY SERVICES TEXAS, LLC
RELIANT ENERGY TEXAS RETAIL, LLC
SAGUARO POWER LLC
SAN JUAN MESA WIND PROJECT II, LLC
SOMERSET OPERATIONS INC.
SOMERSET POWER LLC
TEXAS GENCO FINANCING CORP.
TEXAS GENCO GP, LLC
TEXAS GENCO HOLDINGS, INC.
TEXAS GENCO OPERATING SERVICES, LLC
VIENNA OPERATIONS INC.
NRG ASTORIA GAS TURBINE OPERATIONS, INC.
NRG BAYOU COVE LLC
NRG CABRILLO POWER OPERATIONS INC.
NRG CADILLAC OPERATIONS INC.
NRG CALIFORNIA PEAKER OPERATIONS LLC
NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC
NRG CONNECTICUT AFFILIATE SERVICES INC.
NRG DEVON OPERATIONS INC.
NRG DUNKIRK OPERATIONS INC.
NRG EL SEGUNDO OPERATIONS INC.
NRG GENERATION HOLDINGS, INC.
NRG HUNTLEY OPERATIONS INC.
NRG INTERNATIONAL LLC
NRG KAUFMAN LLC
NRG MESQUITE LLC
NRG MIDATLANTIC AFFILIATE SERVICES INC.
NRG MIDDLETOWN OPERATIONS INC.
NRG MONTVILLE OPERATIONS INC.
NRG NEW JERSEY ENERGY SALES LLC
NRG NEW ROADS HOLDINGS LLC
NRG NORTH CENTRAL OPERATIONS INC.
NRG NORTHEAST AFFILIATE SERVICES INC.
NRG NORWALK HARBOR OPERATIONS INC.
NRG OPERATING SERVICES, INC.
NRG OSWEGO HARBOR POWER OPERATIONS INC.
NRG POWER MARKETING LLC
NRG ROCKY ROAD LLC
NRG SAGUARO OPERATIONS INC.
NRG SOUTH CENTRAL AFFILIATE SERVICES INC.
NRG SOUTH CENTRAL GENERATING LLC
NRG SOUTH CENTRAL OPERATIONS INC.
NRG TEXAS C&I SUPPLY LLC
NRG TEXAS LLC
NRG TEXAS HOLDING INC.
NRG TEXAS POWER LLC
NRG WEST COAST LLC
NRG WESTERN AFFILIATE SERVICES INC.
OSWEGO HARBOR POWER LLC
PADOMA WIND POWER, LLC
RELIANT ENERGY SERVICES TEXAS, LLC
RELIANT ENERGY TEXAS RETAIL, LLC
SAGUARO POWER LLC
SAN JUAN MESA WIND PROJECT II, LLC
SOMERSET OPERATIONS INC.
SOMERSET POWER LLC
TEXAS GENCO FINANCING CORP.
TEXAS GENCO GP, LLC
TEXAS GENCO HOLDINGS, INC.
TEXAS GENCO OPERATING SERVICES, LLC
VIENNA OPERATIONS INC.
Signature Page to Twenty-Sixth Supplemental Indenture
VIENNA POWER LLC
WCP (GENERATION) HOLDINGS LLC
WEST COAST POWER LLC
WCP (GENERATION) HOLDINGS LLC
WEST COAST POWER LLC
| By: | /s/ Christopher Sotos | |||||
| Name: | Christopher Sotos | |||||
| Title: | Treasurer | |||||
| GCP FUNDING COMPANY, LLC | ||||||
| TEXAS GENCO LP, LLC | ||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | Christopher Sotos | |||||
| Title: | Management Board Member | |||||
| NRG SOUTH TEXAS LP | ||||||
| By: Texas Genco GP, LLC, its General Partner | ||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | Christopher Sotos | |||||
| Title: | Treasurer | |||||
| TEXAS GENCO SERVICES, LP | ||||||
| By: New Genco GP, LLC, its General Partner | ||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | Christopher Sotos | |||||
| Title: | Treasurer | |||||
| NRG CONSTRUCTION LLC | ||||||
| By: | /s/ Rachel Smith | |||||
| Name: | Rachel Smith | |||||
| Title: | Treasurer | |||||
Attest: |
||
By:
|
/s/ Tanuja M. Dehne | |
Name:
|
Tanuja M. Dehne | |
Title:
|
Corporate Secretary | |
LAW
DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee |
||||||
| By: | /s/ James D. Heaney | |||||
| Name: | James D. Heaney | |||||
| Title: | Managing Director | |||||
Signature Page to Twenty-Sixth Supplemental Indenture
Exhibit 4.4
TWENTY-SEVENTH SUPPLEMENTAL INDENTURE
Twenty-Seventh Supplemental Indenture (this “Supplemental Indenture”), dated as of
October 5, 2009, among NRG Retail LLC, Reliant Energy Power Supply, LLC, Reliant Energy Retail
Holdings, LLC, RERH Holdings, LLC, Reliant Energy Retail Services, LLC and RE Retail Receivables,
LLC (each a “Guaranteeing Subsidiary” and together the “Guaranteeing Subsidiaries”), each an
indirect subsidiary of NRG Energy, Inc., a Delaware corporation (the “Company”), the Company, the
Existing Guarantors set forth on the signature page hereto (the “Existing Guarantors”) and Law
Debenture Trust Company of New York, as trustee under the indentures referred to below (the
“Trustee”).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the
“Base Indenture”), dated as of February 2, 2006, between the Company and the Trustee, as amended by
a Twenty-Second Supplemental Indenture (the “Twenty-Second Supplemental Indenture”), dated as of
June 5, 2009, among the Company, the Existing Guarantors party thereto and the Trustee, providing
for the original issuance of an aggregate principal amount of $700 million of 8.50% Senior Notes
due 2019 (the “Initial Notes”), and, subject to the terms of the Twenty-Second Supplemental
Indenture, future unlimited issuances of 8.50% Senior Notes due 2019 (the “Additional Notes,” and
together with the Initial Notes, the “Notes”), and a twenty-third supplemental indenture, dated as
of July 14, 2009, among the Company, the Existing Guarantors and the Trustee (the “Twenty-Third
Supplemental Indenture” and together with the Base Indenture and the Twenty-Second Supplemental
Indenture, the “Indenture”);
WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which such
Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the
Notes and the Indenture (each a “Subsidiary Guarantee” and together, the “Subsidiary Guarantees”);
and
WHEREAS, Section 9.01 of the Twenty-Second Supplemental Indenture provides that the Company,
the Guarantors and the Trustee may amend or supplement the Twenty-Second Supplemental Indenture
without the consent of any Holders of the Notes in order to cure any ambiguity, defect or
inconsistency as well as to conform the text of the Twenty-Second Supplemental Indenture to any
provision of the “Description of the Notes” section of the Company’s Prospectus Supplement, dated
June 2, 2009, relating to the initial offering of the Notes (the “Prospectus Supplement”).
WHEREAS, the definition of “Applicable Premium” in Section 1.01 of the Twenty-Second
Supplemental Indenture is: (a) ambiguous, in that it references the “redemption price of the Note
at January 15, 2012 (such redemption price being set forth in the table appearing under Section
3.07 hereof)” while the referenced table in Section 3.07 does not set forth a redemption price as
of such date; and (b) inconsistent with the definition of “Applicable Premium” in the Description
of the Notes section of the Prospectus Supplement, and must be revised to cure such ambiguities and
inconsistencies.
WHEREAS, this Supplemental Indenture has been duly authorized by all necessary corporate
action on the part of the Company (including a Board Resolution);
WHEREAS, pursuant to Sections 4.17 and 9.01 of the Twenty-Second Supplemental Indenture, the
Trustee is authorized to execute and deliver this Supplemental Indenture.
WHEREAS, all things necessary to make this Supplemental Indenture a valid indenture and
agreement according to its terms have been done.
Signature Page to Twenty-Seventh Supplemental Indenture
NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the
receipt of which is hereby acknowledged, each of the Guaranteeing Subsidiaries, the Trustee, the
Company and the other Guarantors mutually covenant and agree for the equal and ratable benefit of
the Holders of the Notes as follows:
1. Capitalized Terms. Unless otherwise defined in this Supplemental Indenture, capitalized
terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Agreement to be Bound; Guarantee. Each Guaranteeing Subsidiary hereby becomes a party to
the Supplemental Indenture as a Guarantor and as such will have all of the rights and be subject to
all of the Obligations and agreements of a Guarantor under the Indenture. Each Guaranteeing
Subsidiary hereby agrees to be bound by all of the provisions of the Supplemental Indenture
applicable to a Guarantor and to perform all of the Obligations and agreements of a Guarantor under
the Supplemental Indenture. In furtherance of the foregoing, each Guaranteeing Subsidiary shall be
deemed a Guarantor for purposes of Article 10 of the Supplemental Indenture, including, without
limitation, Section 10.02 thereof.
3. Amendment to Section 1.01 of the Twenty-Second Supplemental Indenture. The definition of
“Applicable Premium” in Section 1.01 of the Twenty-Second Supplemental Indenture is hereby deleted
and replaced with the following:
““Applicable Premium” means, with respect to any note on any redemption date, the greater of:
(1) 1.0% of the principal amount of the note; or
(2) the excess of:
(a) the present value at such redemption date of (i) the redemption price of the Note at June 15,
2014, (such redemption price being set forth in the table appearing under Section 3.07 hereof) plus
(ii) all required interest payments due on the Note through June 15, 2014 (excluding accrued but
unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate
as of such redemption date plus 50 basis points; over
(b) the principal amount of the Note, if greater.”
4. Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions
in the Indenture shall remain in full force and effect.
5. Indenture and Supplemental Indenture Construed Together. This Supplemental Indenture is an
indenture supplemental to the Indenture, and the Indenture and this Supplemental Indenture shall
henceforth be read and construed together.
6. Confirmation and Preservation of Indenture. The Indenture as supplemented by this
Supplemental Indenture is in all respects confirmed and preserved.
7. Conflict with Trust Indenture Act. If any provision of this Supplemental Indenture limits,
qualifies or conflicts with any provision of the Trust Indenture Act (the “TIA”) that is required
under the TIA to be part of and govern any provision of this Supplemental Indenture, the provision
of the TIA shall control. If any provision of this Supplemental Indenture modifies or excludes any
provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed
to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the
case may be.
8. Severability. In case any provision in this Supplemental Indenture shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.
9. Benefits of Supplemental Indenture, etc. Nothing in this Supplemental Indenture, express
or implied, shall give to any person, other than the parties hereto and their successors hereunder
and the Holders of the Securities, any benefit of any legal or equitable right, remedy or claim
under the Indenture, this Supplemental Indenture or the Securities.
10. Certain Duties and Responsibilities of the Trustee. In entering into this Supplemental
Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture
relating to the conduct or affecting the liability or affording protection to the Trustee, whether
or not elsewhere herein so provided.
11. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.
12. Counterparts. The parties may sign any number of copies of this Supplemental Indenture.
Each signed copy shall be an original, but all of them together represent the same agreement.
13. Effect of Headings. The Section headings herein are for convenience only and shall not
affect the construction hereof.
14. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the
recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary
and the Company.
15. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly
amended hereby, the Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect. Upon the execution and
delivery of this Supplemental Indenture by the Company, the Guaranteeing Subsidiaries, the Existing
Guarantors and the Trustee, the Indenture shall be supplemented in accordance herewith, and this
Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of
Notes heretofore or hereafter authenticated and delivered shall by bound hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.
| Guaranteeing Subsidiaries: | ||||||
| RELIANT ENERGY POWER SUPPLY, LLC | ||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | Christopher Sotos | |||||
| Title: | Vice President | |||||
| RELIANT ENERGY RETAIL HOLDINGS, LLC | ||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | Christopher Sotos | |||||
| Title: | Vice President | |||||
| RERH HOLDINGS, LLC | ||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | Christopher Sotos | |||||
| Title: | Vice President | |||||
| RELIANT ENERGY RETAIL SERVICES, LLC | ||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | Christopher Sotos | |||||
| Title: | Vice President | |||||
| RE RETAIL RECEIVABLES, LLC | ||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | Christopher Sotos | |||||
| Title: | Vice President | |||||
| NRG RETAIL LLC | ||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | Christopher Sotos | |||||
| Title: | Vice President | |||||
| Issuer: | ||||||
| NRG ENERGY, INC. | ||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | Christopher Sotos | |||||
| Title: | Vice President & Treasurer | |||||
| Existing Guarantors: | ||||||
| ARTHUR KILL POWER LLC ASTORIA GAS TURBINE POWER LLC BERRIANS I GAS TURBINE POWER LLC BIG CAJUN II UNIT 4 LLC CABRILLO POWER I LLC CABRILLO POWER II LLC CHICKAHOMINY RIVER ENERGY CORP. COMMONWEALTH ATLANTIC POWER LLC CONEMAUGH POWER LLC CONNECTICUT JET POWER LLC DEVON POWER LLC DUNKIRK POWER LLC EASTERN SIERRA ENERGY COMPANY EL SEGUNDO POWER LLC EL SEGUNDO POWER II LLC HANOVER ENERGY COMPANY HOFFMAN SUMMIT WIND PROJECT, LLC HUNTLEY IGCC LLC HUNTLEY POWER LLC INDIAN RIVER IGCC LLC INDIAN RIVER OPERATIONS INC. INDIAN RIVER POWER LLC JAMES RIVER POWER LLC KAUFMAN COGEN LP KEYSTONE POWER LLC LAKE ERIE PROPERTIES INC. LANGFORD WIND POWER, LLC LOUISIANA GENERATING LLC MIDDLETOWN POWER LLC MONTVILLE IGCC LLC MONTVILLE POWER LLC NEO CHESTER-GEN LLC NEO CORPORATION NEO FREEHOLD-GEN LLC NEO POWER SERVICES INC. NEW GENCO GP, LLC NORWALK POWER LLC NRG AFFILIATE SERVICES INC. NRG ARTHUR KILL OPERATIONS INC. NRG ASIA-PACIFIC, LTD. |
||||||
NRG ASTORIA GAS TURBINE OPERATIONS, INC.
NRG BAYOU COVE LLC
NRG CABRILLO POWER OPERATIONS INC.
NRG CADILLAC OPERATIONS INC.
NRG CALIFORNIA PEAKER OPERATIONS LLC
NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC
NRG CONNECTICUT AFFILIATE SERVICES INC.
NRG DEVON OPERATIONS INC.
NRG DUNKIRK OPERATIONS INC.
NRG EL SEGUNDO OPERATIONS INC.
NRG GENERATION HOLDINGS, INC.
NRG HUNTLEY OPERATIONS INC.
NRG INTERNATIONAL LLC
NRG KAUFMAN LLC
NRG MESQUITE LLC
NRG MIDATLANTIC AFFILIATE SERVICES INC.
NRG MIDDLETOWN OPERATIONS INC.
NRG MONTVILLE OPERATIONS INC.
NRG NEW JERSEY ENERGY SALES LLC
NRG NEW ROADS HOLDINGS LLC
NRG NORTH CENTRAL OPERATIONS INC.
NRG NORTHEAST AFFILIATE SERVICES INC.
NRG NORWALK HARBOR OPERATIONS INC.
NRG OPERATING SERVICES, INC.
NRG OSWEGO HARBOR POWER OPERATIONS INC.
NRG POWER MARKETING LLC
NRG ROCKY ROAD LLC
NRG SAGUARO OPERATIONS INC.
NRG SOUTH CENTRAL AFFILIATE SERVICES INC.
NRG SOUTH CENTRAL GENERATING LLC
NRG SOUTH CENTRAL OPERATIONS INC.
NRG TEXAS C&I SUPPLY LLC
NRG TEXAS LLC
NRG TEXAS HOLDING INC.
NRG TEXAS POWER LLC
NRG WEST COAST LLC
NRG WESTERN AFFILIATE SERVICES INC.
OSWEGO HARBOR POWER LLC
PADOMA WIND POWER, LLC
RELIANT ENERGY SERVICES TEXAS, LLC
RELIANT ENERGY TEXAS RETAIL, LLC
SAGUARO POWER LLC
SAN JUAN MESA WIND PROJECT II, LLC
SOMERSET OPERATIONS INC.
SOMERSET POWER LLC
TEXAS GENCO FINANCING CORP.
TEXAS GENCO GP, LLC
TEXAS GENCO HOLDINGS, INC.
TEXAS GENCO OPERATING SERVICES, LLC
VIENNA OPERATIONS INC.
VIENNA POWER LLC
NRG BAYOU COVE LLC
NRG CABRILLO POWER OPERATIONS INC.
NRG CADILLAC OPERATIONS INC.
NRG CALIFORNIA PEAKER OPERATIONS LLC
NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC
NRG CONNECTICUT AFFILIATE SERVICES INC.
NRG DEVON OPERATIONS INC.
NRG DUNKIRK OPERATIONS INC.
NRG EL SEGUNDO OPERATIONS INC.
NRG GENERATION HOLDINGS, INC.
NRG HUNTLEY OPERATIONS INC.
NRG INTERNATIONAL LLC
NRG KAUFMAN LLC
NRG MESQUITE LLC
NRG MIDATLANTIC AFFILIATE SERVICES INC.
NRG MIDDLETOWN OPERATIONS INC.
NRG MONTVILLE OPERATIONS INC.
NRG NEW JERSEY ENERGY SALES LLC
NRG NEW ROADS HOLDINGS LLC
NRG NORTH CENTRAL OPERATIONS INC.
NRG NORTHEAST AFFILIATE SERVICES INC.
NRG NORWALK HARBOR OPERATIONS INC.
NRG OPERATING SERVICES, INC.
NRG OSWEGO HARBOR POWER OPERATIONS INC.
NRG POWER MARKETING LLC
NRG ROCKY ROAD LLC
NRG SAGUARO OPERATIONS INC.
NRG SOUTH CENTRAL AFFILIATE SERVICES INC.
NRG SOUTH CENTRAL GENERATING LLC
NRG SOUTH CENTRAL OPERATIONS INC.
NRG TEXAS C&I SUPPLY LLC
NRG TEXAS LLC
NRG TEXAS HOLDING INC.
NRG TEXAS POWER LLC
NRG WEST COAST LLC
NRG WESTERN AFFILIATE SERVICES INC.
OSWEGO HARBOR POWER LLC
PADOMA WIND POWER, LLC
RELIANT ENERGY SERVICES TEXAS, LLC
RELIANT ENERGY TEXAS RETAIL, LLC
SAGUARO POWER LLC
SAN JUAN MESA WIND PROJECT II, LLC
SOMERSET OPERATIONS INC.
SOMERSET POWER LLC
TEXAS GENCO FINANCING CORP.
TEXAS GENCO GP, LLC
TEXAS GENCO HOLDINGS, INC.
TEXAS GENCO OPERATING SERVICES, LLC
VIENNA OPERATIONS INC.
VIENNA POWER LLC
| WCP (GENERATION) HOLDINGS LLC WEST COAST POWER LLC | ||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | ||||||
| Title: | Treasurer | |||||
| GCP FUNDING COMPANY, LLC TEXAS GENCO LP, LLC |
||||||
| By: | /s/ Christopher Sotos | |||||
| Name: | ||||||
| Title: | Management Board Member | |||||
| NRG SOUTH TEXAS LP | ||||||
| By: | Texas Genco GP, LLC, its General Partner | |||||
| By: | /s/ Christopher Sotos
|
|||||
| Name: | Christopher Sotos | |||||
| Title: | Treasurer | |||||
| TEXAS GENCO SERVICES, LP | ||||||
| By: | New Genco GP, LLC, its General Partner | |||||
| By: | /s/ Christopher Sotos | |||||
| Name: | ||||||
| Title: | Treasurer | |||||
| NRG CONSTRUCTION LLC | ||||||
| By: | /s/ Rachel Smith | |||||
| Name: | ||||||
| Title: | Treasurer | |||||
Attest: |
||||
By: Name: |
/s/ Tanuja M. Dehne
|
|||
Title:
|
Corporate Secretary |
| LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee |
||||||
| By: | /s/ James D. Heaney | |||||
| Name: | ||||||
| Title: | Managing Director | |||||