UNITED STATES
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
Date of Report (Date of earliest event reported): March 13, 2013
NRG ENERGY, INC.
(Exact name of Registrant as specified in its charter)
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Delaware |
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001-15891 |
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41-1724239 |
211 Carnegie Center, Princeton, New Jersey 08540
(Address of principal executive offices, including zip code)
(609) 524-4500
(Registrant’s telephone number, including area code)
N/A
(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))
Item 1.01 Entry Into a Material Definitive Agreement.
Eighty-Third to Eighty-Eighth Supplemental Indentures
On March 13, 2013, NRG Energy, Inc. (“NRG”), the subsidiaries of NRG named in the seventy-seventh supplemental indenture (as described below) (collectively, the “Existing Guarantors”), Allied Warranty LLC and Lone Star A/C & Appliance Repair, LLC (together, the “Guaranteeing Subsidiaries”), and Law Debenture Trust Company of New York, as trustee (the “Trustee”), entered into the eighty-third supplemental indenture (the “Eighty-Third Supplemental Indenture”), supplementing the indenture, dated as of February 2, 2006 (the “Base Indenture”), as supplemented by the twenty-second supplemental indenture, dated as of June 5, 2009 (the “Twenty-Second Supplemental Indenture”), among NRG, the guarantors party thereto and the Trustee, pursuant to which NRG issued $700,000,000 aggregate principal amount of 8.50% senior notes due 2019 (the “8.50% 2019 Notes”), the twenty-third supplemental indenture, dated as of July 14, 2009, among NRG, the guarantors party thereto and the Trustee, the twenty-seventh supplemental indenture, dated as of October 5, 2009, among NRG, the guarantors party thereto and the Trustee, the thirty-first supplemental indenture, dated as of April 16, 2010, among NRG, the guarantors party thereto and the Trustee, the thirty-fifth supplemental indenture, dated as of June 23, 2010, among NRG, the guarantors party thereto and the Trustee, the fortieth supplemental indenture, dated as of December 15, 2010, among NRG, the guarantors party thereto and the Trustee, the forty-seventh supplemental indenture, dated as of May 20, 2011, among NRG, the guarantors party thereto and the Trustee, the fifty-third supplemental indenture, dated as of November 8, 2011, among NRG, the guarantors party thereto and the Trustee, the fifty-ninth supplemental indenture, dated as of April 5, 2012, among NRG, the guarantors party thereto and the Trustee, the sixty-fifth supplemental indenture, dated as of May 9, 2012, among NRG, the guarantors party thereto and the Trustee, the seventy-first supplemental indenture, dated as of October 9, 2012, among NRG, the guarantors party thereto and the Trustee, and the seventy-seventh supplemental indenture, dated as of January 3, 2013, among NRG, the Existing Guarantors and the Trustee. Pursuant to the Eighty-Third Supplemental Indenture, the Guaranteeing Subsidiaries became guarantors of NRG’s obligations under its 8.50% 2019 Notes.
On March 13, 2013, NRG, the Existing Guarantors, the Guaranteeing Subsidiaries and the Trustee entered into the eighty-fourth supplemental indenture (the “Eighty-Fourth Supplemental Indenture”), supplementing the Base Indenture, as supplemented by the thirty-sixth supplemental indenture, dated as of August 20, 2010 (the “Thirty-Sixth Supplemental Indenture”), among NRG, the guarantors party thereto and the Trustee, pursuant to which NRG issued $1,100,000,000 aggregate principal amount of 8.25% senior notes due 2020 (the “2020 Notes”), the forty-first supplemental indenture, dated as of December 15, 2010, among NRG, the guarantors party thereto and the Trustee, the forty-third supplemental indenture, dated as of April 22, 2011, among NRG, the guarantors party thereto and the Trustee, the forty-eighth supplemental indenture, dated as of May 20, 2011, among NRG, the guarantors party thereto and the Trustee, the fifty-fourth supplemental indenture, dated as of November 8, 2011, among NRG, the guarantors party thereto and the Trustee, the sixtieth supplemental indenture, dated as of April 5, 2012, among NRG, the guarantors party thereto and the Trustee, the sixty-sixth supplemental indenture, dated as of May 9, 2012, among NRG, the guarantors party thereto and the Trustee, the seventy-second supplemental indenture, dated as of October 9, 2012, among NRG, the guarantors party thereto and the Trustee, and the seventy-eighth supplemental indenture, dated as of January 3, 2013, among NRG, the Existing Guarantors and the Trustee. Pursuant to the Eighty-Fourth Supplemental Indenture, the Guaranteeing Subsidiaries became guarantors of NRG’s obligations under its 2020 Notes.
On March 13, 2013, NRG, the Existing Guarantors, the Guaranteeing Subsidiaries and the Trustee entered into the eighty-fifth supplemental indenture (the “Eighty-Fifth Supplemental Indenture”), supplementing the Base Indenture, as supplemented by the forty-second supplemental indenture, dated as of January 26, 2011 (the “Forty-Second Supplemental Indenture”), among NRG, the guarantors party thereto and the Trustee, pursuant to which NRG issued $1,200,000,000 aggregate principal amount of 7.625% senior notes due 2018 (the “2018 Notes”), the forty-ninth supplemental indenture, dated as of May 20, 2011, among NRG, the guarantors party thereto and the Trustee, the fifty-fifth supplemental indenture, dated as of November 8, 2011, among NRG, the guarantors party thereto and the Trustee, the sixty-first supplemental indenture, dated as of April 5, 2012, among NRG, the guarantors party thereto and the Trustee, the sixty-seventh supplemental indenture, dated as of May 9, 2012, among NRG, the guarantors party thereto and the Trustee, the seventy-third supplemental indenture, dated as of October 9, 2012, among NRG, the guarantors party thereto and the Trustee, and the seventy-ninth supplemental indenture, dated as of January 3, 2013, among NRG, the Existing Guarantors and the Trustee. Pursuant to the Eighty-Fifth
Supplemental Indenture, the Guaranteeing Subsidiaries became guarantors of NRG’s obligations under its 2018 Notes.
On March 13, 2013, NRG, the Existing Guarantors, the Guaranteeing Subsidiaries and the Trustee entered into the eighty-sixth supplemental indenture (the “Eighty-Sixth Supplemental Indenture”), supplementing the Base Indenture, as supplemented by the fiftieth supplemental indenture, dated as of May 24, 2011 (the “Fiftieth Supplemental Indenture”), among NRG, the guarantors party thereto and the Trustee, pursuant to which NRG issued $800,000,000 aggregate principal amount of 7.625% senior notes due 2019 (the “7.625% 2019 Notes”), the fifty-sixth supplemental indenture, dated as of November 8, 2011, among NRG, the guarantors party thereto and the Trustee, the sixty-second supplemental indenture, dated as of April 5, 2012, among NRG, the guarantors party thereto and the Trustee, the sixty-eighth supplemental indenture, dated as of May 9, 2012, among NRG, the guarantors party thereto and the Trustee, the seventy-fourth supplemental indenture, dated as of October 9, 2012, among NRG, the guarantors party thereto and the Trustee, and the eightieth supplemental indenture, dated as of January 3, 2013, among NRG, the Existing Guarantors and the Trustee. Pursuant to the Eighty-Sixth Supplemental Indenture, the Guaranteeing Subsidiaries became guarantors of NRG’s obligations under its 7.625% 2019 Notes.
On March 13, 2013, NRG, the Existing Guarantors, the Guaranteeing Subsidiaries and the Trustee entered into the eighty-seventh supplemental indenture (the “Eighty-Seventh Supplemental Indenture”), supplementing the Base Indenture, as supplemented by the fifty-first supplemental indenture, dated as of May 24, 2011 (the “Fifty-First Supplemental Indenture”), among NRG, the guarantors party thereto and the Trustee, pursuant to which NRG issued $1,200,000,000 aggregate principal amount of 7.875% senior notes due 2021 (the “2021 Notes”), the fifty-seventh supplemental indenture, dated as of November 8, 2011, among NRG, the guarantors party thereto and the Trustee, the sixty-third supplemental indenture, dated as of April 5, 2012, among NRG, the guarantors party thereto and the Trustee, the sixty-seventh supplemental indenture, dated as of May 9, 2012, among NRG, the guarantors party thereto and the Trustee, the seventy-fifth supplemental indenture, dated as of October 9, 2012, among NRG, the guarantors party thereto and the Trustee, and the eighty-first supplemental indenture, dated as of January 3, 2013, among NRG, the Existing Guarantors and the Trustee. Pursuant to the Eighty-Seventh Supplemental Indenture, the Guaranteeing Subsidiaries became guarantors of NRG’s obligations under its 2021 Notes.
On March 13, 2013, NRG, the Existing Guarantors, the Guaranteeing Subsidiaries and the Trustee entered into the eighty-eighth supplemental indenture (the “Eighty-Eighth Supplemental Indenture”), supplementing the Base Indenture, as supplemented by the seventieth supplemental indenture, dated as of September 24, 2012 (the “Seventieth Supplemental Indenture”), among NRG, the guarantors party thereto and the Trustee, pursuant to which NRG issued $990,000,000 aggregate principal amount of 6.625% senior notes due 2023 (the “2023 Notes”), the seventy-sixth supplemental indenture, dated as of October 9, 2012, among NRG, the guarantors party thereto and the Trustee, and the eighty-second supplemental indenture, dated as of January 3, 2013, among NRG, the Existing Guarantors and the Trustee. Pursuant to the Eighty-Eighth Supplemental Indenture, the Guaranteeing Subsidiaries became guarantors of NRG’s obligations under its 2023 Notes.
Eighty-Ninth Supplemental Indenture
On March 13, 2013, NRG, the Existing Guarantors, the Guaranteeing Subsidiaries and the Trustee entered into the eighty-ninth supplemental indenture (the “Eighty-Ninth Supplemental Indenture”), to amend Section 7.10 of the Base Indenture and supplement each of the Twenty-Second Supplemental Indenture, the Thirty-Sixth Supplemental Indenture, the Forty-Second Supplemental Indenture, the Fiftieth Supplemental Indenture, the Fifty-First Supplemental Indenture and the Seventieth Supplemental Indenture (collectively, the “Notes Supplemental Indentures”). As amended by the Eighty-Ninth Supplemental Indenture, Section 7.10 of the Base Indenture provides that the Trustee and Law Debenture Guarantee Limited collectivelly shall always have a combined capital and surplus of at least $50,000,000. The amendment was entered into pursuant to Section 9.1(d) of the Base Indenture and Section 9.01(4) of each of the Notes Supplemental Indentures, which permit amendments without consent of holders of the notes to make changes that do not adversely affect the legal rights of any holder.
Copies of the Eighty-Third Supplemental Indenture, the Eighty-Fourth Supplemental Indenture, the Eighty-Fifth Supplemental Indenture, the Eighty-Sixth Supplemental Indenture, the Eighty-Seventh Supplemental Indenture, the Eighty-Eighth Supplemental Indenture and the Eighty-Ninth Supplemental Indenture are attached as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6 and 4.7, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The descriptions of the material terms of the Eighty-Third Supplemental Indenture, the Eighty-Fourth Supplemental Indenture, the Eighty-Fifth Supplemental Indenture, the Eighty-Sixth Supplemental Indenture, the Eighty-Seventh Supplemental Indenture, the Eighty-Eighth Supplemental Indenture and the Eighty-Ninth Supplemental Indenture are qualified in their entirety by reference to such exhibits.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The Exhibit Index attached to this Form 8-K is incorporated herein by reference.
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.
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NRG Energy, Inc. | |
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By: |
/s/ David R. Hill |
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David R. Hill |
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Executive Vice President and General Counsel |
March 13, 2013
EXHIBIT INDEX
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Exhibit No. |
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Document |
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4.1 |
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Eighty-Third Supplemental Indenture, dated as of March 13, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York. |
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4.2 |
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Eighty-Fourth Supplemental Indenture, dated as of March 13, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York. |
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4.3 |
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Eighty-Fifth Supplemental Indenture, dated as of March 13, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York. |
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4.4 |
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Eighty-Sixth Supplemental Indenture, dated as of March 13, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York. |
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4.5 |
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Eighty-Seventh Supplemental Indenture, dated as of March 13, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York. |
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4.6 |
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Eighty-Eighth Supplemental Indenture, dated as of March 13, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York. |
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4.7 |
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Eighty-Ninth Supplemental Indenture, dated as of March 13, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York. |
Exhibit 4.1
EIGHTY-THIRD SUPPLEMENTAL INDENTURE FOR
ADDITIONAL SUBSIDIARY GUARANTEES
EIGHTY-THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture for Additional Guarantees”), dated as of March 13, 2013, among Allied Warranty LLC and Lone Star A/C & Appliance Repair, LLC (each, a “Guaranteeing Subsidiary” and collectively the “Guaranteeing Subsidiaries”), each a subsidiary of NRG Energy, Inc., a Delaware corporation (the “Company”), the Company, the Existing Guarantors set forth on the signature pages hereto (the “Existing Guarantors”) and Law Debenture Trust Company of New York, as trustee under the Indenture 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 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”), a twenty-third supplemental indenture, dated as of July 14, 2009, among the Company, the Guarantors party thereto and the Trustee (the “Twenty-Third Supplemental Indenture”), a twenty-seventh supplemental indenture, dated as of October 5, 2009, among the Company, the Guarantors party thereto and the Trustee (the “Twenty-Seventh Supplemental Indenture”), a thirty-first supplemental indenture, dated as of April 16, 2010, among the Company, the Guarantors party thereto and the Trustee (the “Thirty-First Supplemental Indenture”), a thirty-fifth supplemental indenture, dated as of June 23, 2010, among the Company, the Guarantors party thereto and the Trustee (the “Thirty-Fifth Supplemental Indenture”), a fortieth supplemental indenture, dated as of December 15, 2010, among the Company, the Guarantors party thereto and the Trustee (the “Fortieth Supplemental Indenture”), a forty-seventh supplemental indenture, dated as of May 20, 2011, among the Company, the Guarantors party thereto and the Trustee (the “Forty-Seventh Supplemental Indenture”), a fifty-third supplemental indenture, dated as of November 8, 2011, among the Company, the Guarantors party thereto and the Trustee (the “Fifty-Third Supplemental Indenture”), a fifty-ninth supplemental indenture, dated as of April 5, 2012, among the Company, the Guarantors party thereto and the Trustee (the “Fifty-Ninth Supplemental Indenture”), a sixty-fifth supplemental indenture, dated as of May 9, 2012, among the Company, the Guarantors party thereto and the Trustee (the “Sixty-Fifth Supplemental Indenture”), a seventy-first supplemental indenture, dated as of October 9, 2012, among the Company, the Guarantors party thereto and the Trustee (the “Seventy-First Supplemental Indenture”), and a seventy-seventh supplemental indenture, dated as of January 3, 2013, among the Company, the Existing Guarantors and the Trustee (the “Seventy-Seventh Supplemental Indenture” and together with the Base Indenture, the Twenty-Second Supplemental Indenture, the Twenty-Third Supplemental Indenture, the Twenty-Seventh Supplemental Indenture, the Thirty-First Supplemental Indenture, the Thirty-Fifth Supplemental Indenture, the Fortieth Supplemental Indenture, the Forty-Seventh Supplemental Indenture, the Fifty-Third Supplemental Indenture, the Fifty-Ninth Supplemental Indenture, the Sixty-Fifth Supplemental Indenture and the Seventy-First 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 Twenty-Second 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.
2. Agreement to Be Bound; Guarantee. Each Guaranteeing Subsidiary hereby becomes party to the 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 Indenture applicable to a Guarantor and to perform all of the Obligations and agreements of a Guarantor under the Indenture. In furtherance of the foregoing, each Guaranteeing Subsidiary shall be deemed a Guarantor for purposes of Article 10 of the Twenty-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.
[Signatures on following pages]
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.
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GUARANTEEING SUBSIDIARIES: | ||
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ALLIED WARRANTY LLC | ||
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By: |
/s/ Gaetan Frotte | |
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Name: |
Gaetan Frotte |
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Title: |
Vice President and Treasurer |
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LONE STAR A/C & APPLIANCE REPAIR, LLC | ||
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By: |
/s/ Gaetan Frotte | |
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Name: |
Gaetan Frotte |
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Title: |
Vice President and Treasurer |
Signature Page to Eighty-Third Supplemental Indenture
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ISSUER: | |||
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NRG ENERGY, INC. | |||
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By: |
/s/ Brian Curci | ||
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Name: |
Brian Curci | |
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Title: |
Corporate Secretary | |
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EXISTING GUARANTORS: | |||
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ARTHUR KILL POWER LLC | |||
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ASTORIA GAS TURBINE POWER LLC | |||
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CABRILLO POWER I LLC | |||
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CABRILLO POWER II LLC | |||
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CONEMAUGH POWER LLC | |||
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CONNECTICUT JET POWER LLC | |||
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DEVON POWER LLC | |||
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DUNKIRK POWER LLC | |||
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EASTERN SIERRA ENERGY COMPANY LLC | |||
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EL SEGUNDO POWER, LLC | |||
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EL SEGUNDO POWER II LLC | |||
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ENERGY PROTECTION INSURANCE COMPANY | |||
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HUNTLEY POWER LLC | |||
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INDIAN RIVER OPERATIONS INC. | |||
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INDIAN RIVER POWER LLC | |||
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KEYSTONE POWER LLC | |||
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MERIDEN GAS TURBINES LLC | |||
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MIDDLETOWN POWER LLC | |||
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MONTVILLE POWER LLC | |||
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NEO CORPORATION | |||
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NEO FREEHOLD-GEN LLC | |||
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NEO POWER SERVICES INC. | |||
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NORWALK POWER LLC | |||
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NRG AFFILIATE SERVICES INC. | |||
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NRG ARTHUR KILL OPERATIONS INC. | |||
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NRG ASTORIA GAS TURBINE OPERATIONS INC. | |||
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NRG BAYOU COVE LLC | |||
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NRG CABRILLO POWER OPERATIONS INC. | |||
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NRG CALIFORNIA PEAKER OPERATIONS LLC | |||
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NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC | |||
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NRG CONNECTICUT AFFILIATE SERVICES INC. | |||
Signature Page to Eighty-Third Supplemental Indenture
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NRG DEVELOPMENT COMPANY INC. | ||
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NRG DEVON OPERATIONS INC. | ||
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NRG DUNKIRK OPERATIONS INC. | ||
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NRG EL SEGUNDO OPERATIONS INC. | ||
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NRG ENERGY SERVICES GROUP LLC | ||
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NRG GENERATION HOLDINGS, INC. | ||
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NRG HUNTLEY OPERATIONS INC. | ||
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NRG ILION LP LLC | ||
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NRG INTERNATIONAL LLC | ||
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NRG MEXTRANS INC. | ||
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NRG MIDATLANTIC AFFILIATE SERVICES INC. | ||
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NRG MIDDLETOWN OPERATIONS INC. | ||
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NRG MONTVILLE OPERATIONS INC. | ||
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NRG NORTH CENTRAL OPERATIONS INC. | ||
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NRG NORTHEAST AFFILIATE SERVICES INC. | ||
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NRG NORWALK HARBOR OPERATIONS INC. | ||
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NRG OPERATING SERVICES, INC. | ||
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NRG OSWEGO HARBOR POWER OPERATIONS INC. | ||
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NRG PACGEN INC. | ||
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NRG RETAIL LLC | ||
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NRG ROCKFORD ACQUISITION LLC | ||
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NRG SAGUARO OPERATIONS INC. | ||
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NRG SERVICES CORPORATION | ||
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NRG SIMPLYSMART SOLUTIONS LLC | ||
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NRG SOUTH CENTRAL AFFILIATE SERVICES INC. | ||
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NRG SOUTH CENTRAL GENERATING LLC | ||
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NRG SOUTH CENTRAL OPERATIONS INC. | ||
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NRG TEXAS C&I SUPPLY LLC | ||
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NRG WEST COAST LLC | ||
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NRG WESTERN AFFILIATE SERVICES INC. | ||
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O’BRIEN COGENERATION, INC. II | ||
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ONSITE ENERGY, INC. | ||
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OSWEGO HARBOR POWER LLC | ||
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RERH HOLDINGS, LLC | ||
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SAGUARO POWER LLC | ||
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SOMERSET OPERATIONS INC. | ||
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
Signature Page to Eighty-Third Supplemental Indenture
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SOMERSET POWER LLC | ||
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US RETAILERS LLC | ||
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VIENNA OPERATIONS INC. | ||
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VIENNA POWER LLC | ||
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WCP (GENERATION) HOLDINGS LLC | ||
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WEST COAST POWER LLC | ||
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CARBON MANAGEMENT SOLUTIONS LLC | ||
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CLEAN EDGE ENERGY LLC | ||
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COTTONWOOD DEVELOPMENT LLC | ||
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COTTONWOOD GENERATING PARTNERS I LLC | ||
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COTTONWOOD GENERATING PARTNERS II LLC | ||
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COTTONWOOD GENERATING PARTNERS III LLC | ||
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ENERGY PLUS HOLDINGS LLC | ||
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ENERGY PLUS NATURAL GAS LLC | ||
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GREEN MOUNTAIN ENERGY COMPANY (NY COM) LLC | ||
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GREEN MOUNTAIN ENERGY COMPANY (NY RES) LLC | ||
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INDEPENDENCE ENERGY ALLIANCE LLC | ||
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INDEPENDENCE ENERGY NATURAL GAS LLC | ||
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LANGFORD WIND POWER, LLC | ||
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NRG ARTESIAN ENERGY LLC | ||
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NRG DISPATCH SERVICES LLC | ||
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NRG HOME & BUSINESS SOLUTIONS LLC | ||
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NRG HOME SOLUTIONS PRODUCT LLC | ||
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NRG IDENTITY PROTECT LLC | ||
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NRG NEW JERSEY ENERGY SALES LLC | ||
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NRG POWER MARKETING LLC | ||
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NRG RENTER’S PROTECTION LLC | ||
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NRG SECURITY LLC | ||
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NRG UNEMPLOYMENT PROTECTION LLC | ||
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NRG WARRANTY SERVICES LLC | ||
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
Signature Page to Eighty-Third Supplemental Indenture
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COTTONWOOD ENERGY COMPANY LP | ||
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By: |
Cottonwood Generating Partners I LLC, its General Partner | |
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
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COTTONWOOD TECHNOLOGY PARTNERS LP | ||
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By: |
Cottonwood Generating Partners I LLC, its General Partner | |
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
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ELBOW CREEK WIND PROJECT LLC | ||
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
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GCP FUNDING COMPANY, LLC | ||
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Manager |
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GREEN MOUNTAIN ENERGY COMPANY | ||
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Vice President, Treasury |
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NRG CONSTRUCTION LLC | ||
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By: |
/s/ Gaetan Frotte | |
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Name: |
Gaetan Frotte |
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Title: |
Vice President and Treasurer |
Signature Page to Eighty-Third Supplemental Indenture
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ALLIED HOME WARRANTY GP LLC | ||
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NRG BACKUP GENERATION SERVICES LLC | ||
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NRG ENERGY LABOR SERVICES LLC | ||
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NRG ENERGY SERVICES LLC | ||
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NRG HOMER CITY SERVICES LLC | ||
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NRG HOME SOLUTIONS LLC | ||
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NRG MAINTENANCE SERVICES LLC | ||
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By: |
/s/ Gaetan Frotte | |
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Name: |
Gaetan Frotte |
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Title: |
Vice President and Treasurer |
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NRG ILION LIMITED PARTNERSHIP | ||
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By: |
NRG Rockford Acquisition LLC, its General Partner | |
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
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NRG SOUTH TEXAS LP | ||
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By: |
Texas Genco GP, LLC, its General Partner | |
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Vice President and Treasurer |
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TEXAS GENCO SERVICES, LP | ||
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By: |
New Genco GP, LLC, its General Partner | |
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Vice President and Treasurer |
Signature Page to Eighty-Third Supplemental Indenture
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EVERYTHING ENERGY LLC | ||
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RE RETAIL RECEIVABLES, LLC | ||
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RELIANT ENERGY NORTHEAST LLC | ||
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RELIANT ENERGY POWER SUPPLY LLC | ||
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RELIANT ENERGY RETAIL HOLDINGS, LLC | ||
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RELIANT ENERGY RETAIL SERVICES, LLC | ||
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INDEPENDENCE ENERGY GROUP LLC | ||
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Secretary |
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ENERGY ALTERNATIVES WHOLESALE, LLC | ||
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NEW GENCO GP, LLC | ||
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NRG TEXAS LLC | ||
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NRG TEXAS POWER LLC | ||
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TEXAS GENCO FINANCING CORP. | ||
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TEXAS GENCO HOLDINGS, INC. | ||
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TEXAS GENCO OPERATING SERVICES, LLC | ||
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TEXAS GENCO GP, LLC | ||
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Vice President and Treasurer |
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LOUISIANA GENERATING LLC | ||
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NRG NEW ROADS HOLDINGS LLC | ||
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NRG TEXAS HOLDING INC. | ||
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Treasurer |
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TEXAS GENCO LP, LLC | ||
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Manager |
Signature Page to Eighty-Third Supplemental Indenture
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LAW DEBENTURE TRUST COMPANY OF NEW YORK, | ||
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as Trustee | ||
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By: |
/s/ James D. Heaney | |
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Name: |
James D. Heaney |
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Title: |
Managing Director |
Signature Page to Eighty-Third Supplemental Indenture
Exhibit 4.2
EIGHTY-FOURTH SUPPLEMENTAL INDENTURE FOR
ADDITIONAL SUBSIDIARY GUARANTEES
EIGHTY-FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture for Additional Guarantees”), as of March 13, 2013, among Allied Warranty LLC and Lone Star A/C & Appliance Repair, LLC (each, a “Guaranteeing Subsidiary” and collectively the “Guaranteeing Subsidiaries”), each a subsidiary of NRG Energy, Inc., a Delaware corporation (the “Company”), the Company, the Existing Guarantors set forth on the signature pages hereto (the “Existing Guarantors”) and Law Debenture Trust Company of New York, as trustee under the Indenture 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 thirty-sixth supplemental indenture (the “Thirty-Sixth Supplemental Indenture”), dated as of August 20, 2010, among the Company, the Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $1,100 million of 8.25% Senior Notes due 2020 (the “Initial Notes”), and, subject to the terms of the Thirty-Sixth Supplemental Indenture, future unlimited issuances of 8.25% Senior Notes due 2020 (the “Additional Notes,” and together with the Initial Notes, the “Notes”), a forty-first supplemental indenture, dated as of December 15, 2010, among the Company, the Guarantors party thereto and the Trustee (the “Forty-First Supplemental Indenture”), a forty-third supplemental indenture, dated as of April 22, 2011, among the Company, the Guarantors party thereto and the Trustee (the “Forty-Third Supplemental Indenture”), a forty-eighth supplemental indenture, dated as of May 20, 2011, among the Company, the Guarantors party thereto and the Trustee (the “Forty-Eighth Supplemental Indenture”), a fifty-fourth supplemental indenture, dated as of November 8, 2011, among the Company, the Guarantors party thereto and the Trustee (the “Fifty-Fourth Supplemental Indenture”), a sixtieth supplemental indenture, dated as of April 5, 2012, among the Company, the Guarantors party thereto and the Trustee (the “Sixtieth Supplemental Indenture”), a sixty-sixth supplemental indenture, dated as of May 9, 2012, among the Company, the Guarantors party thereto and the Trustee (the “Sixty-Sixth Supplemental Indenture”), a seventy-second supplemental indenture, dated as of October 9, 2012, among the Company, the Guarantors party thereto and the Trustee (the “Seventy-Second Supplemental Indenture”), and a seventy-eighth supplemental indenture, dated as of January 3, 2013, among the Company, the Existing Guarantors and the Trustee (the “Seventy-Eighth Supplemental Indenture” and together with the Base Indenture, the Thirty-Sixth Supplemental Indenture, the Forty-First Supplemental Indenture, the Forty-Third Supplemental Indenture, the Forty-Eighth Supplemental Indenture, the Fifty-Fourth Supplemental Indenture, the Sixtieth Supplemental Indenture, the Sixty-Sixth Supplemental Indenture and the Seventy-Second 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 Thirty-Sixth 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.
2. Agreement to Be Bound; Guarantee. Each Guaranteeing Subsidiary hereby becomes party to the Indenture as 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 Indenture applicable to a Guarantor and to perform all of the Obligations and agreements of a Guarantor under the Indenture. In furtherance of the foregoing, each Guaranteeing Subsidiary shall be deemed a Guarantor for purposes of Article 10 of the Thirty-Sixth 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.
[Signatures on following pages]
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.
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GUARANTEEING SUBSIDIARIES: | ||
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ALLIED WARRANTY LLC | ||
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By: |
/s/ Gaetan Frotte | |
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Name: |
Gaetan Frotte |
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Title: |
Vice President and Treasurer |
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LONE STAR A/C & APPLIANCE REPAIR, LLC | ||
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By: |
/s/ Gaetan Frotte | |
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Name: |
Gaetan Frotte |
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Title: |
Vice President and Treasurer |
Signature Page to Eighty-Fourth Supplemental Indenture
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ISSUER: | |||
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NRG ENERGY, INC. | |||
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By: |
/s/ Brian Curci | ||
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Name: |
Brian Curci | |
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Title: |
Corporate Secretary | |
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EXISTING GUARANTORS: | |||
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ARTHUR KILL POWER LLC | |||
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ASTORIA GAS TURBINE POWER LLC | |||
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CABRILLO POWER I LLC | |||
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CABRILLO POWER II LLC | |||
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CONEMAUGH POWER LLC | |||
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CONNECTICUT JET POWER LLC | |||
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DEVON POWER LLC | |||
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DUNKIRK POWER LLC | |||
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EASTERN SIERRA ENERGY COMPANY LLC | |||
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EL SEGUNDO POWER, LLC | |||
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EL SEGUNDO POWER II LLC | |||
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ENERGY PROTECTION INSURANCE COMPANY | |||
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HUNTLEY POWER LLC | |||
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INDIAN RIVER OPERATIONS INC. | |||
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INDIAN RIVER POWER LLC | |||
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KEYSTONE POWER LLC | |||
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MERIDEN GAS TURBINES LLC | |||
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MIDDLETOWN POWER LLC | |||
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MONTVILLE POWER LLC | |||
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NEO CORPORATION | |||
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NEO FREEHOLD-GEN LLC | |||
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NEO POWER SERVICES INC. | |||
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NORWALK POWER LLC | |||
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NRG AFFILIATE SERVICES INC. | |||
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NRG ARTHUR KILL OPERATIONS INC. | |||
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NRG ASTORIA GAS TURBINE OPERATIONS INC. | |||
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NRG BAYOU COVE LLC | |||
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NRG CABRILLO POWER OPERATIONS INC. | |||
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NRG CALIFORNIA PEAKER OPERATIONS LLC | |||
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NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC | |||
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NRG CONNECTICUT AFFILIATE SERVICES INC. | |||
Signature Page to Eighty-Fourth Supplemental Indenture
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NRG DEVELOPMENT COMPANY INC. | ||
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NRG DEVON OPERATIONS INC. | ||
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NRG DUNKIRK OPERATIONS INC. | ||
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NRG EL SEGUNDO OPERATIONS INC. | ||
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NRG ENERGY SERVICES GROUP LLC | ||
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NRG GENERATION HOLDINGS, INC. | ||
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NRG HUNTLEY OPERATIONS INC. | ||
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NRG ILION LP LLC | ||
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NRG INTERNATIONAL LLC | ||
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NRG MEXTRANS INC. | ||
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NRG MIDATLANTIC AFFILIATE SERVICES INC. | ||
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NRG MIDDLETOWN OPERATIONS INC. | ||
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NRG MONTVILLE OPERATIONS INC. | ||
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NRG NORTH CENTRAL OPERATIONS INC. | ||
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NRG NORTHEAST AFFILIATE SERVICES INC. | ||
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NRG NORWALK HARBOR OPERATIONS INC. | ||
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NRG OPERATING SERVICES, INC. | ||
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NRG OSWEGO HARBOR POWER OPERATIONS INC. | ||
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NRG PACGEN INC. | ||
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NRG RETAIL LLC | ||
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NRG ROCKFORD ACQUISITION LLC | ||
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NRG SAGUARO OPERATIONS INC. | ||
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NRG SERVICES CORPORATION | ||
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NRG SIMPLYSMART SOLUTIONS LLC | ||
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NRG SOUTH CENTRAL AFFILIATE SERVICES INC. | ||
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NRG SOUTH CENTRAL GENERATING LLC | ||
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NRG SOUTH CENTRAL OPERATIONS INC. | ||
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NRG TEXAS C&I SUPPLY LLC | ||
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NRG WEST COAST LLC | ||
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NRG WESTERN AFFILIATE SERVICES INC. | ||
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O’BRIEN COGENERATION, INC. II | ||
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ONSITE ENERGY, INC. | ||
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OSWEGO HARBOR POWER LLC | ||
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RERH HOLDINGS, LLC | ||
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SAGUARO POWER LLC | ||
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SOMERSET OPERATIONS INC. | ||
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
Signature Page to Eighty-Fourth Supplemental Indenture
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SOMERSET POWER LLC | ||
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US RETAILERS LLC | ||
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VIENNA OPERATIONS INC. | ||
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VIENNA POWER LLC | ||
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WCP (GENERATION) HOLDINGS LLC | ||
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WEST COAST POWER LLC | ||
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CARBON MANAGEMENT SOLUTIONS LLC | ||
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CLEAN EDGE ENERGY LLC | ||
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COTTONWOOD DEVELOPMENT LLC | ||
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COTTONWOOD GENERATING PARTNERS I LLC | ||
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COTTONWOOD GENERATING PARTNERS II LLC | ||
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COTTONWOOD GENERATING PARTNERS III LLC | ||
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ENERGY PLUS HOLDINGS LLC | ||
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ENERGY PLUS NATURAL GAS LLC | ||
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GREEN MOUNTAIN ENERGY COMPANY (NY COM) LLC | ||
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GREEN MOUNTAIN ENERGY COMPANY (NY RES) LLC | ||
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INDEPENDENCE ENERGY ALLIANCE LLC | ||
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INDEPENDENCE ENERGY NATURAL GAS LLC | ||
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LANGFORD WIND POWER, LLC | ||
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NRG ARTESIAN ENERGY LLC | ||
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NRG DISPATCH SERVICES LLC | ||
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NRG HOME & BUSINESS SOLUTIONS LLC | ||
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NRG HOME SOLUTIONS PRODUCT LLC | ||
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NRG IDENTITY PROTECT LLC | ||
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NRG NEW JERSEY ENERGY SALES LLC | ||
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NRG POWER MARKETING LLC | ||
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NRG RENTER’S PROTECTION LLC | ||
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NRG SECURITY LLC | ||
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NRG UNEMPLOYMENT PROTECTION LLC | ||
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NRG WARRANTY SERVICES LLC | ||
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
Signature Page to Eighty-Fourth Supplemental Indenture
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COTTONWOOD ENERGY COMPANY LP | ||
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By: |
Cottonwood Generating Partners I LLC, its General Partner | |
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
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COTTONWOOD TECHNOLOGY PARTNERS LP | ||
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By: |
Cottonwood Generating Partners I LLC, its General Partner | |
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
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ELBOW CREEK WIND PROJECT LLC | ||
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
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GCP FUNDING COMPANY, LLC | ||
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Manager |
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GREEN MOUNTAIN ENERGY COMPANY | ||
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Vice President, Treasury |
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NRG CONSTRUCTION LLC | ||
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By: |
/s/ Gaetan Frotte | |
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Name: |
Gaetan Frotte |
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Title: |
Vice President and Treasurer |
Signature Page to Eighty-Fourth Supplemental Indenture
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ALLIED HOME WARRANTY GP LLC | ||
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NRG BACKUP GENERATION SERVICES LLC | ||
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NRG ENERGY LABOR SERVICES LLC | ||
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NRG ENERGY SERVICES LLC | ||
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NRG HOMER CITY SERVICES LLC | ||
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NRG HOME SOLUTIONS LLC | ||
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NRG MAINTENANCE SERVICES LLC | ||
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By: |
/s/ Gaetan Frotte | |
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Name: |
Gaetan Frotte |
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Title: |
Vice President and Treasurer |
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NRG ILION LIMITED PARTNERSHIP | ||
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By: |
NRG Rockford Acquisition LLC, its General Partner | |
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
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NRG SOUTH TEXAS LP | ||
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By: |
Texas Genco GP, LLC, its General Partner | |
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Vice President and Treasurer |
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TEXAS GENCO SERVICES, LP | ||
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By: |
New Genco GP, LLC, its General Partner | |
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Vice President and Treasurer |
Signature Page to Eighty-Fourth Supplemental Indenture
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EVERYTHING ENERGY LLC | ||
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RE RETAIL RECEIVABLES, LLC | ||
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RELIANT ENERGY NORTHEAST LLC | ||
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RELIANT ENERGY POWER SUPPLY LLC | ||
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RELIANT ENERGY RETAIL HOLDINGS, LLC | ||
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RELIANT ENERGY RETAIL SERVICES, LLC | ||
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INDEPENDENCE ENERGY GROUP LLC | ||
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Secretary |
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ENERGY ALTERNATIVES WHOLESALE, LLC | ||
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NEW GENCO GP, LLC | ||
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NRG TEXAS LLC | ||
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NRG TEXAS POWER LLC | ||
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TEXAS GENCO FINANCING CORP. | ||
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TEXAS GENCO HOLDINGS, INC. | ||
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TEXAS GENCO OPERATING SERVICES, LLC | ||
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TEXAS GENCO GP, LLC | ||
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Vice President and Treasurer |
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LOUISIANA GENERATING LLC | ||
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NRG NEW ROADS HOLDINGS LLC | ||
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NRG TEXAS HOLDING INC. | ||
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Treasurer |
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TEXAS GENCO LP, LLC | ||
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Manager |
Signature Page to Eighty-Fourth Supplemental Indenture
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LAW DEBENTURE TRUST COMPANY OF NEW YORK, | ||
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as Trustee | ||
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By: |
/s/ James D. Heaney | |
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Name: |
James D. Heaney |
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Title: |
Managing Director |
Signature Page to Eighty-Fourth Supplemental Indenture
Exhibit 4.3
EIGHTY-FIFTH SUPPLEMENTAL INDENTURE FOR
ADDITIONAL SUBSIDIARY GUARANTEES
EIGHTY-FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture for Additional Guarantees”), dated as of March 13, 2013, among Allied Warranty LLC and Lone Star A/C & Appliance Repair, LLC (each a “Guaranteeing Subsidiary” and collectively the “Guaranteeing Subsidiaries”), each a subsidiary of NRG Energy, Inc., a Delaware corporation (the “Company”), the Company, the Existing Guarantors set forth on the signature pages hereto (the “Existing Guarantors”) and Law Debenture Trust Company of New York, as trustee under the Indenture 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 forty-second supplemental indenture (the “Forty-Second Supplemental Indenture”), dated as of January 26, 2011, among the Company, the Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $1,200 million of 7.625% Senior Notes due 2018 (the “Initial Notes”), and, subject to the terms of the Forty-Second Supplemental Indenture, future unlimited issuances of 7.625% Senior Notes due 2018 (the “Additional Notes,” and together with the Initial Notes, the “Notes”), as amended by a forty-ninth supplemental indenture, dated as of May 20, 2011, among the Company, the Guarantors party thereto and the Trustee (the “Forty-Ninth Supplemental Indenture”), a fifty-fifth supplemental indenture, dated as of November 8, 2011, among the Company, the Guarantors party thereto and the Trustee (the “Fifty-Fifth Supplemental Indenture”), a sixty-first supplemental indenture, dated as of April 5, 2012, among the Company, the Guarantors party thereto and the Trustee (the “Sixty-First Supplemental Indenture”), a sixty-seventh supplemental indenture, dated as of May 9, 2012, among the Company, the Guarantors party thereto and the Trustee (the “Sixty-Seventh Supplemental Indenture”), a seventy-third supplemental indenture, dated as of October 9, 2012, among the Company, the Guarantors party thereto and the Trustee (the “Seventy-Third Supplemental Indenture”), and a seventy-ninth supplemental indenture, dated as of January 3, 2013, among the Company, the Existing Guarantors and the Trustee (the “Seventy-Ninth Supplemental Indenture” and together with the Base Indenture, the Forty-Second Supplemental Indenture, the Forty-Ninth Supplemental Indenture, the Fifty-Fifth Supplemental Indenture, the Sixty-First Supplemental Indenture, the Sixty-Seventh Supplemental Indenture and the Seventy-Third 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 Forty-Second 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.
2. Agreement to Be Bound; Guarantee. Each Guaranteeing Subsidiary hereby becomes party to the Indenture as 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 Indenture applicable to a Guarantor and to perform all of the Obligations and agreements of a Guarantor under the Indenture. In furtherance of the foregoing, each Guaranteeing Subsidiary shall be deemed a Guarantor for purposes of Article 10 of the Forty-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.
[Signatures on following pages]
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.
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GUARANTEEING SUBSIDIARIES: | ||
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ALLIED WARRANTY LLC | ||
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By: |
/s/ Gaetan Frotte | |
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Name: |
Gaetan Frotte |
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Title: |
Vice President and Treasurer |
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LONE STAR A/C & APPLIANCE REPAIR, LLC | ||
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By: |
/s/ Gaetan Frotte | |
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Name: |
Gaetan Frotte |
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Title: |
Vice President and Treasurer |
Signature Page to Eighty-Fifth Supplemental Indenture
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ISSUER: | |||
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NRG ENERGY, INC. | |||
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By: |
/s/ Brian Curci | ||
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Name: |
Brian Curci | |
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Title: |
Corporate Secretary | |
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EXISTING GUARANTORS: | |||
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ARTHUR KILL POWER LLC | |||
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ASTORIA GAS TURBINE POWER LLC | |||
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CABRILLO POWER I LLC | |||
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CABRILLO POWER II LLC | |||
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CONEMAUGH POWER LLC | |||
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CONNECTICUT JET POWER LLC | |||
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DEVON POWER LLC | |||
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DUNKIRK POWER LLC | |||
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EASTERN SIERRA ENERGY COMPANY LLC | |||
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EL SEGUNDO POWER, LLC | |||
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EL SEGUNDO POWER II LLC | |||
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ENERGY PROTECTION INSURANCE COMPANY | |||
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HUNTLEY POWER LLC | |||
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INDIAN RIVER OPERATIONS INC. | |||
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INDIAN RIVER POWER LLC | |||
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KEYSTONE POWER LLC | |||
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MERIDEN GAS TURBINES LLC | |||
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MIDDLETOWN POWER LLC | |||
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MONTVILLE POWER LLC | |||
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NEO CORPORATION | |||
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NEO FREEHOLD-GEN LLC | |||
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NEO POWER SERVICES INC. | |||
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NORWALK POWER LLC | |||
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NRG AFFILIATE SERVICES INC. | |||
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NRG ARTHUR KILL OPERATIONS INC. | |||
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NRG ASTORIA GAS TURBINE OPERATIONS INC. | |||
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NRG BAYOU COVE LLC | |||
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NRG CABRILLO POWER OPERATIONS INC. | |||
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NRG CALIFORNIA PEAKER OPERATIONS LLC | |||
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NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC | |||
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NRG CONNECTICUT AFFILIATE SERVICES INC. | |||
Signature Page to Eighty-Fifth Supplemental Indenture
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NRG DEVELOPMENT COMPANY INC. | ||
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NRG DEVON OPERATIONS INC. | ||
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NRG DUNKIRK OPERATIONS INC. | ||
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NRG EL SEGUNDO OPERATIONS INC. | ||
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NRG ENERGY SERVICES GROUP LLC | ||
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NRG GENERATION HOLDINGS, INC. | ||
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NRG HUNTLEY OPERATIONS INC. | ||
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NRG ILION LP LLC | ||
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NRG INTERNATIONAL LLC | ||
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NRG MEXTRANS INC. | ||
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NRG MIDATLANTIC AFFILIATE SERVICES INC. | ||
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NRG MIDDLETOWN OPERATIONS INC. | ||
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NRG MONTVILLE OPERATIONS INC. | ||
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NRG NORTH CENTRAL OPERATIONS INC. | ||
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NRG NORTHEAST AFFILIATE SERVICES INC. | ||
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NRG NORWALK HARBOR OPERATIONS INC. | ||
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NRG OPERATING SERVICES, INC. | ||
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NRG OSWEGO HARBOR POWER OPERATIONS INC. | ||
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NRG PACGEN INC. | ||
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NRG RETAIL LLC | ||
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NRG ROCKFORD ACQUISITION LLC | ||
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NRG SAGUARO OPERATIONS INC. | ||
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NRG SERVICES CORPORATION | ||
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NRG SIMPLYSMART SOLUTIONS LLC | ||
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NRG SOUTH CENTRAL AFFILIATE SERVICES INC. | ||
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NRG SOUTH CENTRAL GENERATING LLC | ||
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NRG SOUTH CENTRAL OPERATIONS INC. | ||
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NRG TEXAS C&I SUPPLY LLC | ||
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NRG WEST COAST LLC | ||
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NRG WESTERN AFFILIATE SERVICES INC. | ||
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O’BRIEN COGENERATION, INC. II | ||
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ONSITE ENERGY, INC. | ||
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OSWEGO HARBOR POWER LLC | ||
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RERH HOLDINGS, LLC | ||
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SAGUARO POWER LLC | ||
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SOMERSET OPERATIONS INC. | ||
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
Signature Page to Eighty-Fifth Supplemental Indenture
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SOMERSET POWER LLC | ||
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US RETAILERS LLC | ||
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VIENNA OPERATIONS INC. | ||
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VIENNA POWER LLC | ||
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WCP (GENERATION) HOLDINGS LLC | ||
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WEST COAST POWER LLC | ||
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CARBON MANAGEMENT SOLUTIONS LLC | ||
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CLEAN EDGE ENERGY LLC | ||
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COTTONWOOD DEVELOPMENT LLC | ||
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COTTONWOOD GENERATING PARTNERS I LLC | ||
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COTTONWOOD GENERATING PARTNERS II LLC | ||
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COTTONWOOD GENERATING PARTNERS III LLC | ||
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ENERGY PLUS HOLDINGS LLC | ||
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ENERGY PLUS NATURAL GAS LLC | ||
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GREEN MOUNTAIN ENERGY COMPANY (NY COM) LLC | ||
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GREEN MOUNTAIN ENERGY COMPANY (NY RES) LLC | ||
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INDEPENDENCE ENERGY ALLIANCE LLC | ||
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INDEPENDENCE ENERGY NATURAL GAS LLC | ||
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LANGFORD WIND POWER, LLC | ||
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NRG ARTESIAN ENERGY LLC | ||
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NRG DISPATCH SERVICES LLC | ||
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NRG HOME & BUSINESS SOLUTIONS LLC | ||
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NRG HOME SOLUTIONS PRODUCT LLC | ||
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NRG IDENTITY PROTECT LLC | ||
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NRG NEW JERSEY ENERGY SALES LLC | ||
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NRG POWER MARKETING LLC | ||
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NRG RENTER’S PROTECTION LLC | ||
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NRG SECURITY LLC | ||
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NRG UNEMPLOYMENT PROTECTION LLC | ||
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NRG WARRANTY SERVICES LLC | ||
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
Signature Page to Eighty-Fifth Supplemental Indenture
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COTTONWOOD ENERGY COMPANY LP | ||
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By: |
Cottonwood Generating Partners I LLC, its General Partner | |
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
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COTTONWOOD TECHNOLOGY PARTNERS LP | ||
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By: |
Cottonwood Generating Partners I LLC, its General Partner | |
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
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ELBOW CREEK WIND PROJECT LLC | ||
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
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GCP FUNDING COMPANY, LLC | ||
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Manager |
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GREEN MOUNTAIN ENERGY COMPANY | ||
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Vice President, Treasury |
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NRG CONSTRUCTION LLC | ||
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By: |
/s/ Gaetan Frotte | |
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Name: |
Gaetan Frotte |
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Title: |
Vice President and Treasurer |
Signature Page to Eighty-Fifth Supplemental Indenture
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ALLIED HOME WARRANTY GP LLC | ||
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NRG BACKUP GENERATION SERVICES LLC | ||
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NRG ENERGY LABOR SERVICES LLC | ||
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NRG ENERGY SERVICES LLC | ||
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NRG HOMER CITY SERVICES LLC | ||
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NRG HOME SOLUTIONS LLC | ||
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NRG MAINTENANCE SERVICES LLC | ||
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By: |
/s/ Gaetan Frotte | |
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Name: |
Gaetan Frotte |
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Title: |
Vice President and Treasurer |
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NRG ILION LIMITED PARTNERSHIP | ||
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By: |
NRG Rockford Acquisition LLC, its General Partner | |
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
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NRG SOUTH TEXAS LP | ||
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By: |
Texas Genco GP, LLC, its General Partner | |
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Vice President and Treasurer |
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TEXAS GENCO SERVICES, LP | ||
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By: |
New Genco GP, LLC, its General Partner | |
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Vice President and Treasurer |
Signature Page to Eighty-Fifth Supplemental Indenture
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EVERYTHING ENERGY LLC | ||
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RE RETAIL RECEIVABLES, LLC | ||
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RELIANT ENERGY NORTHEAST LLC | ||
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RELIANT ENERGY POWER SUPPLY LLC | ||
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RELIANT ENERGY RETAIL HOLDINGS, LLC | ||
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RELIANT ENERGY RETAIL SERVICES, LLC | ||
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INDEPENDENCE ENERGY GROUP LLC | ||
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Secretary |
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ENERGY ALTERNATIVES WHOLESALE, LLC | ||
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NEW GENCO GP, LLC | ||
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NRG TEXAS LLC | ||
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NRG TEXAS POWER LLC | ||
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TEXAS GENCO FINANCING CORP. | ||
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TEXAS GENCO HOLDINGS, INC. | ||
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TEXAS GENCO OPERATING SERVICES, LLC | ||
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TEXAS GENCO GP, LLC | ||
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Vice President and Treasurer |
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LOUISIANA GENERATING LLC | ||
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NRG NEW ROADS HOLDINGS LLC | ||
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NRG TEXAS HOLDING INC. | ||
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Treasurer |
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TEXAS GENCO LP, LLC | ||
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Manager |
Signature Page to Eighty-Fifth Supplemental Indenture
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LAW DEBENTURE TRUST COMPANY OF NEW YORK, | ||
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as Trustee | ||
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By: |
/s/ James D. Heaney | |
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Name: |
James D. Heaney |
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Title: |
Managing Director |
Signature Page to Eighty-Fifth Supplemental Indenture
Exhibit 4.4
EIGHTY-SIXTH SUPPLEMENTAL INDENTURE FOR
ADDITIONAL SUBSIDIARY GUARANTEES
EIGHTY-SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture for Additional Guarantees”), dated as of March 13, 2013, among Allied Warranty LLC and Lone Star A/C & Appliance Repair, LLC (each a “Guaranteeing Subsidiary” and collectively the “Guaranteeing Subsidiaries”), each a subsidiary of NRG Energy, Inc., a Delaware corporation (the “Company”), the Company, the Existing Guarantors set forth on the signature pages hereto (the “Existing Guarantors”) and Law Debenture Trust Company of New York, as trustee under the Indenture 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 fiftieth supplemental indenture (the “Fiftieth Supplemental Indenture”), dated as of May 24, 2011, among the Company, the Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $800 million of 7.625% Senior Notes due 2019 (the “Initial Notes”), and, subject to the terms of the Fiftieth Supplemental Indenture, future unlimited issuances of 7.625% Senior Notes due 2019 (the “Additional Notes,” and together with the Initial Notes, the “Notes”), as amended by a fifty-sixth supplemental indenture, dated as of November 8, 2011, among the Company, the Guarantors party thereto and the Trustee (the “Fifty-Sixth Supplemental Indenture”), a sixty-second supplemental indenture, dated as of April 5, 2012, among the Company, the Guarantors party thereto and the Trustee (the “Sixty-Second Supplemental Indenture”), a sixty-eighth supplemental indenture, dated as of May 9, 2012, among the Company, the Guarantors party thereto and the Trustee (the “Sixty-Eighth Supplemental Indenture”), a seventy-fourth supplemental indenture, dated as of October 9, 2012, among the Company, the Guarantors party thereto and the Trustee (the “Seventy-Fourth Supplemental Indenture”), and an eightieth supplemental indenture, dated as of January 3, 2013, among the Company, the Existing Guarantors and the Trustee (the “Eightieth Supplemental Indenture” and together with the Base Indenture, the Fiftieth Supplemental Indenture, the Fifty-Sixth Supplemental Indenture, the Sixty-Second Supplemental Indenture, the Sixty-Eighth Supplemental Indenture and the Seventy-Fourth 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 Fiftieth 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.
2. Agreement to Be Bound; Guarantee. Each Guaranteeing Subsidiary hereby becomes party to the 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 Indenture applicable to a Guarantor and to perform all of the Obligations and agreements of a Guarantor under the Indenture. In furtherance of the foregoing, each Guaranteeing Subsidiary shall be deemed a Guarantor for purposes of Article 10 of the Fiftieth 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.
[Signatures on following pages]
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.
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GUARANTEEING SUBSIDIARIES: | ||
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ALLIED WARRANTY LLC | ||
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By: |
/s/ Gaetan Frotte | |
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Name: |
Gaetan Frotte |
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Title: |
Vice President and Treasurer |
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LONE STAR A/C & APPLIANCE REPAIR, LLC | ||
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By: |
/s/ Gaetan Frotte | |
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Name: |
Gaetan Frotte |
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Title: |
Vice President and Treasurer |
Signature Page to Eighty-Sixth Supplemental Indenture
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ISSUER: | |||
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NRG ENERGY, INC. | |||
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By: |
/s/ Brian Curci | ||
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Name: |
Brian Curci | |
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Title: |
Corporate Secretary | |
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EXISTING GUARANTORS: | |||
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ARTHUR KILL POWER LLC | |||
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ASTORIA GAS TURBINE POWER LLC | |||
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CABRILLO POWER I LLC | |||
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CABRILLO POWER II LLC | |||
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CONEMAUGH POWER LLC | |||
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CONNECTICUT JET POWER LLC | |||
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DEVON POWER LLC | |||
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DUNKIRK POWER LLC | |||
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EASTERN SIERRA ENERGY COMPANY LLC | |||
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EL SEGUNDO POWER, LLC | |||
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EL SEGUNDO POWER II LLC | |||
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ENERGY PROTECTION INSURANCE COMPANY | |||
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HUNTLEY POWER LLC | |||
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INDIAN RIVER OPERATIONS INC. | |||
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INDIAN RIVER POWER LLC | |||
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KEYSTONE POWER LLC | |||
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MERIDEN GAS TURBINES LLC | |||
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MIDDLETOWN POWER LLC | |||
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MONTVILLE POWER LLC | |||
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NEO CORPORATION | |||
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NEO FREEHOLD-GEN LLC | |||
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NEO POWER SERVICES INC. | |||
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NORWALK POWER LLC | |||
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NRG AFFILIATE SERVICES INC. | |||
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NRG ARTHUR KILL OPERATIONS INC. | |||
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NRG ASTORIA GAS TURBINE OPERATIONS INC. | |||
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NRG BAYOU COVE LLC | |||
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NRG CABRILLO POWER OPERATIONS INC. | |||
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NRG CALIFORNIA PEAKER OPERATIONS LLC | |||
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NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC | |||
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NRG CONNECTICUT AFFILIATE SERVICES INC. | |||
Signature Page to Eighty-Sixth Supplemental Indenture
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NRG DEVELOPMENT COMPANY INC. | ||
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NRG DEVON OPERATIONS INC. | ||
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NRG DUNKIRK OPERATIONS INC. | ||
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NRG EL SEGUNDO OPERATIONS INC. | ||
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NRG ENERGY SERVICES GROUP LLC | ||
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NRG GENERATION HOLDINGS, INC. | ||
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NRG HUNTLEY OPERATIONS INC. | ||
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NRG ILION LP LLC | ||
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NRG INTERNATIONAL LLC | ||
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NRG MEXTRANS INC. | ||
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NRG MIDATLANTIC AFFILIATE SERVICES INC. | ||
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NRG MIDDLETOWN OPERATIONS INC. | ||
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NRG MONTVILLE OPERATIONS INC. | ||
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NRG NORTH CENTRAL OPERATIONS INC. | ||
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NRG NORTHEAST AFFILIATE SERVICES INC. | ||
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NRG NORWALK HARBOR OPERATIONS INC. | ||
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NRG OPERATING SERVICES, INC. | ||
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NRG OSWEGO HARBOR POWER OPERATIONS INC. | ||
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NRG PACGEN INC. | ||
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NRG RETAIL LLC | ||
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NRG ROCKFORD ACQUISITION LLC | ||
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NRG SAGUARO OPERATIONS INC. | ||
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NRG SERVICES CORPORATION | ||
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NRG SIMPLYSMART SOLUTIONS LLC | ||
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NRG SOUTH CENTRAL AFFILIATE SERVICES INC. | ||
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NRG SOUTH CENTRAL GENERATING LLC | ||
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NRG SOUTH CENTRAL OPERATIONS INC. | ||
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NRG TEXAS C&I SUPPLY LLC | ||
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NRG WEST COAST LLC | ||
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NRG WESTERN AFFILIATE SERVICES INC. | ||
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O’BRIEN COGENERATION, INC. II | ||
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ONSITE ENERGY, INC. | ||
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OSWEGO HARBOR POWER LLC | ||
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RERH HOLDINGS, LLC | ||
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SAGUARO POWER LLC | ||
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SOMERSET OPERATIONS INC. | ||
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
Signature Page to Eighty-Sixth Supplemental Indenture
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SOMERSET POWER LLC | ||
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US RETAILERS LLC | ||
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VIENNA OPERATIONS INC. | ||
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VIENNA POWER LLC | ||
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WCP (GENERATION) HOLDINGS LLC | ||
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WEST COAST POWER LLC | ||
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CARBON MANAGEMENT SOLUTIONS LLC | ||
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CLEAN EDGE ENERGY LLC | ||
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COTTONWOOD DEVELOPMENT LLC | ||
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COTTONWOOD GENERATING PARTNERS I LLC | ||
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COTTONWOOD GENERATING PARTNERS II LLC | ||
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COTTONWOOD GENERATING PARTNERS III LLC | ||
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ENERGY PLUS HOLDINGS LLC | ||
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ENERGY PLUS NATURAL GAS LLC | ||
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GREEN MOUNTAIN ENERGY COMPANY (NY COM) LLC | ||
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GREEN MOUNTAIN ENERGY COMPANY (NY RES) LLC | ||
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INDEPENDENCE ENERGY ALLIANCE LLC | ||
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INDEPENDENCE ENERGY NATURAL GAS LLC | ||
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LANGFORD WIND POWER, LLC | ||
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NRG ARTESIAN ENERGY LLC | ||
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NRG DISPATCH SERVICES LLC | ||
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NRG HOME & BUSINESS SOLUTIONS LLC | ||
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NRG HOME SOLUTIONS PRODUCT LLC | ||
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NRG IDENTITY PROTECT LLC | ||
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NRG NEW JERSEY ENERGY SALES LLC | ||
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NRG POWER MARKETING LLC | ||
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NRG RENTER’S PROTECTION LLC | ||
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NRG SECURITY LLC | ||
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NRG UNEMPLOYMENT PROTECTION LLC | ||
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NRG WARRANTY SERVICES LLC | ||
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
Signature Page to Eighty-Sixth Supplemental Indenture
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COTTONWOOD ENERGY COMPANY LP | ||
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By: |
Cottonwood Generating Partners I LLC, its General Partner | |
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
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COTTONWOOD TECHNOLOGY PARTNERS LP | ||
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By: |
Cottonwood Generating Partners I LLC, its General Partner | |
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
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ELBOW CREEK WIND PROJECT LLC | ||
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
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GCP FUNDING COMPANY, LLC | ||
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Manager |
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GREEN MOUNTAIN ENERGY COMPANY | ||
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Vice President, Treasury |
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NRG CONSTRUCTION LLC | ||
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By: |
/s/ Gaetan Frotte | |
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Name: |
Gaetan Frotte |
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Title: |
Vice President and Treasurer |
Signature Page to Eighty-Sixth Supplemental Indenture
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ALLIED HOME WARRANTY GP LLC | ||
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NRG BACKUP GENERATION SERVICES LLC | ||
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NRG ENERGY LABOR SERVICES LLC | ||
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NRG ENERGY SERVICES LLC | ||
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NRG HOMER CITY SERVICES LLC | ||
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NRG HOME SOLUTIONS LLC | ||
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NRG MAINTENANCE SERVICES LLC | ||
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By: |
/s/ Gaetan Frotte | |
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Name: |
Gaetan Frotte |
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Title: |
Vice President and Treasurer |
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NRG ILION LIMITED PARTNERSHIP | ||
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By: |
NRG Rockford Acquisition LLC, its General Partner | |
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
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NRG SOUTH TEXAS LP | ||
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By: |
Texas Genco GP, LLC, its General Partner | |
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Vice President and Treasurer |
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TEXAS GENCO SERVICES, LP | ||
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By: |
New Genco GP, LLC, its General Partner | |
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Vice President and Treasurer |
Signature Page to Eighty-Sixth Supplemental Indenture
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EVERYTHING ENERGY LLC | ||
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RE RETAIL RECEIVABLES, LLC | ||
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RELIANT ENERGY NORTHEAST LLC | ||
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RELIANT ENERGY POWER SUPPLY LLC | ||
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RELIANT ENERGY RETAIL HOLDINGS, LLC | ||
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RELIANT ENERGY RETAIL SERVICES, LLC | ||
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INDEPENDENCE ENERGY GROUP LLC | ||
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Secretary |
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ENERGY ALTERNATIVES WHOLESALE, LLC | ||
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NEW GENCO GP, LLC | ||
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NRG TEXAS LLC | ||
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NRG TEXAS POWER LLC | ||
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TEXAS GENCO FINANCING CORP. | ||
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TEXAS GENCO HOLDINGS, INC. | ||
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TEXAS GENCO OPERATING SERVICES, LLC | ||
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TEXAS GENCO GP, LLC | ||
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Vice President and Treasurer |
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LOUISIANA GENERATING LLC | ||
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NRG NEW ROADS HOLDINGS LLC | ||
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NRG TEXAS HOLDING INC. | ||
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Treasurer |
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TEXAS GENCO LP, LLC | ||
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Manager |
Signature Page to Eighty-Sixth Supplemental Indenture
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LAW DEBENTURE TRUST COMPANY OF NEW YORK, | ||
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as Trustee | ||
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By: |
/s/ James D. Heaney | |
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Name: |
James D. Heaney |
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Title: |
Managing Director |
Signature Page to Eighty-Sixth Supplemental Indenture
Exhibit 4.5
EIGHTY-SEVENTH SUPPLEMENTAL INDENTURE FOR
ADDITIONAL SUBSIDIARY GUARANTEES
EIGHTY-SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture for Additional Guarantees”), dated as of March 13, 2013, among Allied Warranty LLC and Lone Star A/C & Appliance Repair, LLC (each a “Guaranteeing Subsidiary” and collectively the “Guaranteeing Subsidiaries”), each a subsidiary of NRG Energy, Inc., a Delaware corporation (the “Company”), the Company, the Existing Guarantors set forth on the signature pages hereto (the “Existing Guarantors”) and Law Debenture Trust Company of New York, as trustee under the Indenture 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 fifty-first supplemental indenture (the “Fifty-First Supplemental Indenture”), dated as of May 24, 2011, among the Company, the Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $1,200 million of 7.875% Senior Notes due 2021 (the “Initial Notes”), and, subject to the terms of the Fifty-First Supplemental Indenture, future unlimited issuances of 7.875% Senior Notes due 2021 (the “Additional Notes,” and together with the Initial Notes, the “Notes”), as amended by a fifty-seventh supplemental indenture, dated as of November 8, 2011, among the Company, the Guarantors party thereto and the Trustee (the “Fifty-Seventh Supplemental Indenture”), a sixty-third supplemental indenture, dated as of April 5, 2012, among the Company, the Guarantors party thereto and the Trustee (the “Sixty-Third Supplemental Indenture”), a sixty-ninth supplemental indenture, dated as of May 9, 2012, among the Company, the Guarantors party thereto and the Trustee (the “Sixty-Ninth Supplemental Indenture”), a seventy-fifth supplemental indenture, dated as of October 9, 2012, among the Company, the Guarantors party thereto and the Trustee (the “Seventy-Fifth Supplemental Indenture”), and an eighty-first supplemental indenture, dated as of January 3, 2013, among the Company, the Existing Guarantors and the Trustee (the “Eighty-First Supplemental Indenture” and together with the Base Indenture, the Fifty-First Supplemental Indenture, the Fifty-Seventh Supplemental Indenture, the Sixty-Third Supplemental Indenture, the Sixty-Ninth Supplemental Indenture and the Seventy-Fifth 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 Fifty-First 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.
2. Agreement to Be Bound; Guarantee. Each Guaranteeing Subsidiary hereby becomes party to the 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 Indenture applicable to a Guarantor and to perform all of the Obligations and agreements of a Guarantor under the Indenture. In furtherance of the foregoing, each Guaranteeing Subsidiary shall be deemed a Guarantor for purposes of Article 10 of the Fifty-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.
[Signatures on following pages]
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.
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GUARANTEEING SUBSIDIARIES: | ||
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ALLIED WARRANTY LLC | ||
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By: |
/s/ Gaetan Frotte | |
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Name: |
Gaetan Frotte |
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Title: |
Vice President and Treasurer |
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LONE STAR A/C & APPLIANCE REPAIR, LLC | ||
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By: |
/s/ Gaetan Frotte | |
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Name: |
Gaetan Frotte |
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Title: |
Vice President and Treasurer |
Signature Page to Eighty-Seventh Supplemental Indenture
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ISSUER: | |||
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| ||
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NRG ENERGY, INC. | |||
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By: |
/s/ Brian Curci | ||
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Name: |
Brian Curci | |
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Title: |
Corporate Secretary | |
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| ||
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EXISTING GUARANTORS: | |||
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| |||
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ARTHUR KILL POWER LLC | |||
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ASTORIA GAS TURBINE POWER LLC | |||
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CABRILLO POWER I LLC | |||
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CABRILLO POWER II LLC | |||
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CONEMAUGH POWER LLC | |||
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CONNECTICUT JET POWER LLC | |||
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DEVON POWER LLC | |||
|
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DUNKIRK POWER LLC | |||
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EASTERN SIERRA ENERGY COMPANY LLC | |||
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EL SEGUNDO POWER, LLC | |||
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EL SEGUNDO POWER II LLC | |||
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ENERGY PROTECTION INSURANCE COMPANY | |||
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HUNTLEY POWER LLC | |||
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INDIAN RIVER OPERATIONS INC. | |||
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INDIAN RIVER POWER LLC | |||
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KEYSTONE POWER LLC | |||
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MERIDEN GAS TURBINES LLC | |||
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MIDDLETOWN POWER LLC | |||
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MONTVILLE POWER LLC | |||
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NEO CORPORATION | |||
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NEO FREEHOLD-GEN LLC | |||
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NEO POWER SERVICES INC. | |||
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NORWALK POWER LLC | |||
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NRG AFFILIATE SERVICES INC. | |||
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NRG ARTHUR KILL OPERATIONS INC. | |||
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NRG ASTORIA GAS TURBINE OPERATIONS INC. | |||
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NRG BAYOU COVE LLC | |||
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NRG CABRILLO POWER OPERATIONS INC. | |||
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NRG CALIFORNIA PEAKER OPERATIONS LLC | |||
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NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC | |||
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NRG CONNECTICUT AFFILIATE SERVICES INC. | |||
Signature Page to Eighty-Seventh Supplemental Indenture
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NRG DEVELOPMENT COMPANY INC. | ||
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NRG DEVON OPERATIONS INC. | ||
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NRG DUNKIRK OPERATIONS INC. | ||
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NRG EL SEGUNDO OPERATIONS INC. | ||
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NRG ENERGY SERVICES GROUP LLC | ||
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NRG GENERATION HOLDINGS, INC. | ||
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NRG HUNTLEY OPERATIONS INC. | ||
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NRG ILION LP LLC | ||
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NRG INTERNATIONAL LLC | ||
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NRG MEXTRANS INC. | ||
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NRG MIDATLANTIC AFFILIATE SERVICES INC. | ||
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NRG MIDDLETOWN OPERATIONS INC. | ||
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NRG MONTVILLE OPERATIONS INC. | ||
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NRG NORTH CENTRAL OPERATIONS INC. | ||
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NRG NORTHEAST AFFILIATE SERVICES INC. | ||
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NRG NORWALK HARBOR OPERATIONS INC. | ||
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NRG OPERATING SERVICES, INC. | ||
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NRG OSWEGO HARBOR POWER OPERATIONS INC. | ||
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NRG PACGEN INC. | ||
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NRG RETAIL LLC | ||
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NRG ROCKFORD ACQUISITION LLC | ||
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NRG SAGUARO OPERATIONS INC. | ||
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NRG SERVICES CORPORATION | ||
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NRG SIMPLYSMART SOLUTIONS LLC | ||
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NRG SOUTH CENTRAL AFFILIATE SERVICES INC. | ||
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NRG SOUTH CENTRAL GENERATING LLC | ||
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NRG SOUTH CENTRAL OPERATIONS INC. | ||
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NRG TEXAS C&I SUPPLY LLC | ||
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NRG WEST COAST LLC | ||
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NRG WESTERN AFFILIATE SERVICES INC. | ||
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O’BRIEN COGENERATION, INC. II | ||
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ONSITE ENERGY, INC. | ||
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OSWEGO HARBOR POWER LLC | ||
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RERH HOLDINGS, LLC | ||
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SAGUARO POWER LLC | ||
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SOMERSET OPERATIONS INC. | ||
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| ||
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By: |
/s/ Lynne Przychodzki | |
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|
|
Name: |
Lynne Przychodzki |
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|
Title: |
Assistant Secretary |
Signature Page to Eighty-Seventh Supplemental Indenture
|
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SOMERSET POWER LLC | ||
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US RETAILERS LLC | ||
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VIENNA OPERATIONS INC. | ||
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VIENNA POWER LLC | ||
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WCP (GENERATION) HOLDINGS LLC | ||
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WEST COAST POWER LLC | ||
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CARBON MANAGEMENT SOLUTIONS LLC | ||
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CLEAN EDGE ENERGY LLC | ||
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COTTONWOOD DEVELOPMENT LLC | ||
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COTTONWOOD GENERATING PARTNERS I LLC | ||
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COTTONWOOD GENERATING PARTNERS II LLC | ||
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COTTONWOOD GENERATING PARTNERS III LLC | ||
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ENERGY PLUS HOLDINGS LLC | ||
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ENERGY PLUS NATURAL GAS LLC | ||
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GREEN MOUNTAIN ENERGY COMPANY (NY COM) LLC | ||
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GREEN MOUNTAIN ENERGY COMPANY (NY RES) LLC | ||
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INDEPENDENCE ENERGY ALLIANCE LLC | ||
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INDEPENDENCE ENERGY NATURAL GAS LLC | ||
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LANGFORD WIND POWER, LLC | ||
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NRG ARTESIAN ENERGY LLC | ||
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NRG DISPATCH SERVICES LLC | ||
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NRG HOME & BUSINESS SOLUTIONS LLC | ||
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NRG HOME SOLUTIONS PRODUCT LLC | ||
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NRG IDENTITY PROTECT LLC | ||
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NRG NEW JERSEY ENERGY SALES LLC | ||
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NRG POWER MARKETING LLC | ||
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NRG RENTER’S PROTECTION LLC | ||
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NRG SECURITY LLC | ||
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NRG UNEMPLOYMENT PROTECTION LLC | ||
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NRG WARRANTY SERVICES LLC | ||
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| |
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| |
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By: |
/s/ Lynne Przychodzki | |
|
|
|
Name: |
Lynne Przychodzki |
|
|
|
Title: |
Assistant Secretary |
Signature Page to Eighty-Seventh Supplemental Indenture
|
|
COTTONWOOD ENERGY COMPANY LP | ||
|
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By: |
Cottonwood Generating Partners I LLC, its General Partner | |
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| |
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| |
|
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By: |
/s/ Lynne Przychodzki | |
|
|
|
Name: |
Lynne Przychodzki |
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|
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Title: |
Assistant Secretary |
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| |
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| |
|
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COTTONWOOD TECHNOLOGY PARTNERS LP | ||
|
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By: |
Cottonwood Generating Partners I LLC, its General Partner | |
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| |
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| |
|
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By: |
/s/ Lynne Przychodzki | |
|
|
|
Name: |
Lynne Przychodzki |
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|
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Title: |
Assistant Secretary |
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| |
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| |
|
|
ELBOW CREEK WIND PROJECT LLC | ||
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| |
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| |
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By: |
/s/ Lynne Przychodzki | |
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|
|
Name: |
Lynne Przychodzki |
|
|
|
Title: |
Assistant Secretary |
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| |
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| |
|
|
GCP FUNDING COMPANY, LLC | ||
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| |
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| |
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By: |
/s/ G. Gary Garcia | |
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|
|
Name: |
G. Gary Garcia |
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|
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Title: |
Manager |
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| |
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| |
|
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GREEN MOUNTAIN ENERGY COMPANY | ||
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| ||
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| |
|
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By: |
/s/ G. Gary Garcia | |
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|
|
Name: |
G. Gary Garcia |
|
|
|
Title: |
Vice President, Treasury |
|
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| |
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| |
|
|
NRG CONSTRUCTION LLC | ||
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|
| |
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| |
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By: |
/s/ Gaetan Frotte | |
|
|
|
Name: |
Gaetan Frotte |
|
|
|
Title: |
Vice President and Treasurer |
Signature Page to Eighty-Seventh Supplemental Indenture
|
|
ALLIED HOME WARRANTY GP LLC | ||
|
|
NRG BACKUP GENERATION SERVICES LLC | ||
|
|
NRG ENERGY LABOR SERVICES LLC | ||
|
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NRG ENERGY SERVICES LLC | ||
|
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NRG HOMER CITY SERVICES LLC | ||
|
|
NRG HOME SOLUTIONS LLC | ||
|
|
NRG MAINTENANCE SERVICES LLC | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ Gaetan Frotte | |
|
|
|
Name: |
Gaetan Frotte |
|
|
|
Title: |
Vice President and Treasurer |
|
|
| ||
|
|
| ||
|
|
NRG ILION LIMITED PARTNERSHIP | ||
|
|
By: |
NRG Rockford Acquisition LLC, its General Partner | |
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|
| |
|
|
|
| |
|
|
By: |
/s/ Lynne Przychodzki | |
|
|
|
Name: |
Lynne Przychodzki |
|
|
|
Title: |
Assistant Secretary |
|
|
| ||
|
|
| ||
|
|
NRG SOUTH TEXAS LP | ||
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By: |
Texas Genco GP, LLC, its General Partner | |
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| |
|
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| |
|
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By: |
/s/ G. Gary Garcia | |
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|
|
Name: |
G. Gary Garcia |
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|
|
Title: |
Vice President and Treasurer |
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|
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|
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|
|
TEXAS GENCO SERVICES, LP | ||
|
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By: |
New Genco GP, LLC, its General Partner | |
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| |
|
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| |
|
|
By: |
/s/ G. Gary Garcia | |
|
|
|
Name: |
G. Gary Garcia |
|
|
|
Title: |
Vice President and Treasurer |
Signature Page to Eighty-Seventh Supplemental Indenture
|
|
EVERYTHING ENERGY LLC | ||
|
|
RE RETAIL RECEIVABLES, LLC | ||
|
|
RELIANT ENERGY NORTHEAST LLC | ||
|
|
RELIANT ENERGY POWER SUPPLY LLC | ||
|
|
RELIANT ENERGY RETAIL HOLDINGS, LLC | ||
|
|
RELIANT ENERGY RETAIL SERVICES, LLC | ||
|
|
INDEPENDENCE ENERGY GROUP LLC | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ Lynne Przychodzki | |
|
|
|
Name: |
Lynne Przychodzki |
|
|
|
Title: |
Secretary |
|
|
|
| |
|
|
|
| |
|
|
ENERGY ALTERNATIVES WHOLESALE, LLC | ||
|
|
NEW GENCO GP, LLC | ||
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|
NRG TEXAS LLC | ||
|
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NRG TEXAS POWER LLC | ||
|
|
TEXAS GENCO FINANCING CORP. | ||
|
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TEXAS GENCO HOLDINGS, INC. | ||
|
|
TEXAS GENCO OPERATING SERVICES, LLC | ||
|
|
TEXAS GENCO GP, LLC | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ G. Gary Garcia | |
|
|
|
Name: |
G. Gary Garcia |
|
|
|
Title: |
Vice President and Treasurer |
|
|
|
| |
|
|
|
| |
|
|
LOUISIANA GENERATING LLC | ||
|
|
NRG NEW ROADS HOLDINGS LLC | ||
|
|
NRG TEXAS HOLDING INC. | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ G. Gary Garcia | |
|
|
|
Name: |
G. Gary Garcia |
|
|
|
Title: |
Treasurer |
|
|
|
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|
|
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|
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|
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TEXAS GENCO LP, LLC | ||
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|
| ||
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|
| ||
|
|
By: |
/s/ G. Gary Garcia | |
|
|
|
Name: |
G. Gary Garcia |
|
|
|
Title: |
Manager |
Signature Page to Eighty-Seventh Supplemental Indenture
|
|
LAW DEBENTURE TRUST COMPANY OF NEW YORK, | ||
|
|
as Trustee | ||
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| |
|
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|
| |
|
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By: |
/s/ James D. Heaney | |
|
|
|
Name: |
James D. Heaney |
|
|
|
Title: |
Managing Director |
Signature Page to Eighty-Seventh Supplemental Indenture
Exhibit 4.6
EIGHTY-EIGHTH SUPPLEMENTAL INDENTURE FOR
ADDITIONAL SUBSIDIARY GUARANTEES
EIGHTY-EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture for Additional Guarantees”), dated as of March 13, 2013, among Allied Warranty LLC and Lone Star A/C & Appliance Repair, LLC (each a “Guaranteeing Subsidiary” and collectively the “Guaranteeing Subsidiaries”), each a subsidiary of NRG Energy, Inc., a Delaware corporation (the “Company”), the Company, the Existing Guarantors set forth on the signature pages hereto (the “Existing Guarantors”) and Law Debenture Trust Company of New York, as trustee under the Indenture 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 seventieth supplemental indenture (the “Seventieth Supplemental Indenture”), dated as of September 24, 2012, among the Company, the Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $990 million of 6.625% Senior Notes due 2023 (the “Initial Notes”), and, subject to the terms of the Seventieth Supplemental Indenture, future unlimited issuances of 6.625% Senior Notes due 2023 (the “Additional Notes,” and together with the Initial Notes, the “Notes”), as amended by a seventy-sixth supplemental indenture, dated as of October 9, 2012, among the Company, the Guarantors party thereto and the Trustee (the “Seventy-Sixth Supplemental Indenture”), and an eighty-second supplemental indenture, dated as of January 3, 2013, among the Company, the Existing Guarantors and the Trustee (the “Eighty-Second Supplemental Indenture” and together with the Base Indenture, the Seventieth Supplemental Indenture and the Seventy-Sixth 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 Seventieth 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.
2. Agreement to Be Bound; Guarantee. Each Guaranteeing Subsidiary hereby becomes party to the 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 Indenture applicable to a Guarantor and to perform all of the Obligations and agreements of a Guarantor under the Indenture. In furtherance of the foregoing, each
Guaranteeing Subsidiary shall be deemed a Guarantor for purposes of Article 10 of the Seventieth 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.
[Signatures on following pages]
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: | ||
|
|
|
| |
|
|
|
| |
|
|
ALLIED WARRANTY LLC | ||
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ Gaetan Frotte | |
|
|
|
Name: |
Gaetan Frotte |
|
|
|
Title: |
Vice President and Treasurer |
|
|
|
| |
|
|
|
| |
|
|
LONE STAR A/C & APPLIANCE REPAIR, LLC | ||
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ Gaetan Frotte | |
|
|
|
Name: |
Gaetan Frotte |
|
|
|
Title: |
Vice President and Treasurer |
Signature Page to Eighty-Eighth Supplemental Indenture
|
|
ISSUER: | |||
|
|
|
| ||
|
|
NRG ENERGY, INC. | |||
|
|
|
| ||
|
|
|
| ||
|
|
By: |
/s/ Brian Curci | ||
|
|
|
Name: |
Brian Curci | |
|
|
|
Title: |
Corporate Secretary | |
|
|
|
| ||
|
|
|
| ||
|
|
EXISTING GUARANTORS: | |||
|
|
| |||
|
|
ARTHUR KILL POWER LLC | |||
|
|
ASTORIA GAS TURBINE POWER LLC | |||
|
|
CABRILLO POWER I LLC | |||
|
|
CABRILLO POWER II LLC | |||
|
|
CONEMAUGH POWER LLC | |||
|
|
CONNECTICUT JET POWER LLC | |||
|
|
DEVON POWER LLC | |||
|
|
DUNKIRK POWER LLC | |||
|
|
EASTERN SIERRA ENERGY COMPANY LLC | |||
|
|
EL SEGUNDO POWER, LLC | |||
|
|
EL SEGUNDO POWER II LLC | |||
|
|
ENERGY PROTECTION INSURANCE COMPANY | |||
|
|
HUNTLEY POWER LLC | |||
|
|
INDIAN RIVER OPERATIONS INC. | |||
|
|
INDIAN RIVER POWER LLC | |||
|
|
KEYSTONE POWER LLC | |||
|
|
MERIDEN GAS TURBINES LLC | |||
|
|
MIDDLETOWN POWER LLC | |||
|
|
MONTVILLE POWER LLC | |||
|
|
NEO CORPORATION | |||
|
|
NEO FREEHOLD-GEN LLC | |||
|
|
NEO POWER SERVICES INC. | |||
|
|
NORWALK POWER LLC | |||
|
|
NRG AFFILIATE SERVICES INC. | |||
|
|
NRG ARTHUR KILL OPERATIONS INC. | |||
|
|
NRG ASTORIA GAS TURBINE OPERATIONS INC. | |||
|
|
NRG BAYOU COVE LLC | |||
|
|
NRG CABRILLO POWER OPERATIONS INC. | |||
|
|
NRG CALIFORNIA PEAKER OPERATIONS LLC | |||
|
|
NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC | |||
|
|
NRG CONNECTICUT AFFILIATE SERVICES INC. | |||
Signature Page to Eighty-Eighth Supplemental Indenture
|
|
NRG DEVELOPMENT COMPANY INC. | ||
|
|
NRG DEVON OPERATIONS INC. | ||
|
|
NRG DUNKIRK OPERATIONS INC. | ||
|
|
NRG EL SEGUNDO OPERATIONS INC. | ||
|
|
NRG ENERGY SERVICES GROUP LLC | ||
|
|
NRG GENERATION HOLDINGS, INC. | ||
|
|
NRG HUNTLEY OPERATIONS INC. | ||
|
|
NRG ILION LP LLC | ||
|
|
NRG INTERNATIONAL LLC | ||
|
|
NRG MEXTRANS INC. | ||
|
|
NRG MIDATLANTIC AFFILIATE SERVICES INC. | ||
|
|
NRG MIDDLETOWN OPERATIONS INC. | ||
|
|
NRG MONTVILLE OPERATIONS INC. | ||
|
|
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 PACGEN INC. | ||
|
|
NRG RETAIL LLC | ||
|
|
NRG ROCKFORD ACQUISITION LLC | ||
|
|
NRG SAGUARO OPERATIONS INC. | ||
|
|
NRG SERVICES CORPORATION | ||
|
|
NRG SIMPLYSMART SOLUTIONS LLC | ||
|
|
NRG SOUTH CENTRAL AFFILIATE SERVICES INC. | ||
|
|
NRG SOUTH CENTRAL GENERATING LLC | ||
|
|
NRG SOUTH CENTRAL OPERATIONS INC. | ||
|
|
NRG TEXAS C&I SUPPLY LLC | ||
|
|
NRG WEST COAST LLC | ||
|
|
NRG WESTERN AFFILIATE SERVICES INC. | ||
|
|
O’BRIEN COGENERATION, INC. II | ||
|
|
ONSITE ENERGY, INC. | ||
|
|
OSWEGO HARBOR POWER LLC | ||
|
|
RERH HOLDINGS, LLC | ||
|
|
SAGUARO POWER LLC | ||
|
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SOMERSET OPERATIONS INC. | ||
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| ||
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| ||
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
Signature Page to Eighty-Eighth Supplemental Indenture
|
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SOMERSET POWER LLC | ||
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US RETAILERS LLC | ||
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VIENNA OPERATIONS INC. | ||
|
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VIENNA POWER LLC | ||
|
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WCP (GENERATION) HOLDINGS LLC | ||
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WEST COAST POWER LLC | ||
|
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CARBON MANAGEMENT SOLUTIONS LLC | ||
|
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CLEAN EDGE ENERGY LLC | ||
|
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COTTONWOOD DEVELOPMENT LLC | ||
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COTTONWOOD GENERATING PARTNERS I LLC | ||
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COTTONWOOD GENERATING PARTNERS II LLC | ||
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COTTONWOOD GENERATING PARTNERS III LLC | ||
|
|
ENERGY PLUS HOLDINGS LLC | ||
|
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ENERGY PLUS NATURAL GAS LLC | ||
|
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GREEN MOUNTAIN ENERGY COMPANY (NY COM) LLC | ||
|
|
GREEN MOUNTAIN ENERGY COMPANY (NY RES) LLC | ||
|
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INDEPENDENCE ENERGY ALLIANCE LLC | ||
|
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INDEPENDENCE ENERGY NATURAL GAS LLC | ||
|
|
LANGFORD WIND POWER, LLC | ||
|
|
NRG ARTESIAN ENERGY LLC | ||
|
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NRG DISPATCH SERVICES LLC | ||
|
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NRG HOME & BUSINESS SOLUTIONS LLC | ||
|
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NRG HOME SOLUTIONS PRODUCT LLC | ||
|
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NRG IDENTITY PROTECT LLC | ||
|
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NRG NEW JERSEY ENERGY SALES LLC | ||
|
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NRG POWER MARKETING LLC | ||
|
|
NRG RENTER’S PROTECTION LLC | ||
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NRG SECURITY LLC | ||
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NRG UNEMPLOYMENT PROTECTION LLC | ||
|
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NRG WARRANTY SERVICES LLC | ||
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| |
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| |
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By: |
/s/ Lynne Przychodzki | |
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|
|
Name: |
Lynne Przychodzki |
|
|
|
Title: |
Assistant Secretary |
Signature Page to Eighty-Eighth Supplemental Indenture
|
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COTTONWOOD ENERGY COMPANY LP | ||
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By: |
Cottonwood Generating Partners I LLC, its General Partner | |
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| |
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| |
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By: |
/s/ Lynne Przychodzki | |
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|
|
Name: |
Lynne Przychodzki |
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|
Title: |
Assistant Secretary |
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| |
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| |
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COTTONWOOD TECHNOLOGY PARTNERS LP | ||
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By: |
Cottonwood Generating Partners I LLC, its General Partner | |
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| |
|
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| |
|
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By: |
/s/ Lynne Przychodzki | |
|
|
|
Name: |
Lynne Przychodzki |
|
|
|
Title: |
Assistant Secretary |
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| |
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| |
|
|
ELBOW CREEK WIND PROJECT LLC | ||
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| |
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| |
|
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By: |
/s/ Lynne Przychodzki | |
|
|
|
Name: |
Lynne Przychodzki |
|
|
|
Title: |
Assistant Secretary |
|
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| |
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| |
|
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GCP FUNDING COMPANY, LLC | ||
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| |
|
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| |
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By: |
/s/ G. Gary Garcia | |
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|
|
Name: |
G. Gary Garcia |
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Title: |
Manager |
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| |
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| |
|
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GREEN MOUNTAIN ENERGY COMPANY | ||
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| ||
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| |
|
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By: |
/s/ G. Gary Garcia | |
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|
|
Name: |
G. Gary Garcia |
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|
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Title: |
Vice President, Treasury |
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| |
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| |
|
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NRG CONSTRUCTION LLC | ||
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| |
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| |
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By: |
/s/ Gaetan Frotte | |
|
|
|
Name: |
Gaetan Frotte |
|
|
|
Title: |
Vice President and Treasurer |
Signature Page to Eighty-Eighth Supplemental Indenture
|
|
ALLIED HOME WARRANTY GP LLC | ||
|
|
NRG BACKUP GENERATION SERVICES LLC | ||
|
|
NRG ENERGY LABOR SERVICES LLC | ||
|
|
NRG ENERGY SERVICES LLC | ||
|
|
NRG HOMER CITY SERVICES LLC | ||
|
|
NRG HOME SOLUTIONS LLC | ||
|
|
NRG MAINTENANCE SERVICES LLC | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ Gaetan Frotte | |
|
|
|
Name: |
Gaetan Frotte |
|
|
|
Title: |
Vice President and Treasurer |
|
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| ||
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| ||
|
|
NRG ILION LIMITED PARTNERSHIP | ||
|
|
By: |
NRG Rockford Acquisition LLC, its General Partner | |
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ Lynne Przychodzki | |
|
|
|
Name: |
Lynne Przychodzki |
|
|
|
Title: |
Assistant Secretary |
|
|
| ||
|
|
| ||
|
|
NRG SOUTH TEXAS LP | ||
|
|
By: |
Texas Genco GP, LLC, its General Partner | |
|
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|
| |
|
|
|
| |
|
|
By: |
/s/ G. Gary Garcia | |
|
|
|
Name: |
G. Gary Garcia |
|
|
|
Title: |
Vice President and Treasurer |
|
|
|
|
|
|
|
|
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|
|
TEXAS GENCO SERVICES, LP | ||
|
|
By: |
New Genco GP, LLC, its General Partner | |
|
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|
| |
|
|
|
| |
|
|
By: |
/s/ G. Gary Garcia | |
|
|
|
Name: |
G. Gary Garcia |
|
|
|
Title: |
Vice President and Treasurer |
Signature Page to Eighty-Eighth Supplemental Indenture
|
|
EVERYTHING ENERGY LLC | ||
|
|
RE RETAIL RECEIVABLES, LLC | ||
|
|
RELIANT ENERGY NORTHEAST LLC | ||
|
|
RELIANT ENERGY POWER SUPPLY LLC | ||
|
|
RELIANT ENERGY RETAIL HOLDINGS, LLC | ||
|
|
RELIANT ENERGY RETAIL SERVICES, LLC | ||
|
|
INDEPENDENCE ENERGY GROUP LLC | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ Lynne Przychodzki | |
|
|
|
Name: |
Lynne Przychodzki |
|
|
|
Title: |
Secretary |
|
|
|
| |
|
|
|
| |
|
|
ENERGY ALTERNATIVES WHOLESALE, LLC | ||
|
|
NEW GENCO GP, LLC | ||
|
|
NRG TEXAS LLC | ||
|
|
NRG TEXAS POWER LLC | ||
|
|
TEXAS GENCO FINANCING CORP. | ||
|
|
TEXAS GENCO HOLDINGS, INC. | ||
|
|
TEXAS GENCO OPERATING SERVICES, LLC | ||
|
|
TEXAS GENCO GP, LLC | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ G. Gary Garcia | |
|
|
|
Name: |
G. Gary Garcia |
|
|
|
Title: |
Vice President and Treasurer |
|
|
|
| |
|
|
|
| |
|
|
LOUISIANA GENERATING LLC | ||
|
|
NRG NEW ROADS HOLDINGS LLC | ||
|
|
NRG TEXAS HOLDING INC. | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ G. Gary Garcia | |
|
|
|
Name: |
G. Gary Garcia |
|
|
|
Title: |
Treasurer |
|
|
|
|
|
|
|
|
|
|
|
|
TEXAS GENCO LP, LLC | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ G. Gary Garcia | |
|
|
|
Name: |
G. Gary Garcia |
|
|
|
Title: |
Manager |
Signature Page to Eighty-Eighth 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 Eighty-Eighth Supplemental Indenture
Exhibit 4.7
EIGHTY-NINTH SUPPLEMENTAL INDENTURE
EIGHTY-NINTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 13, 2013, between NRG Energy, Inc., a Delaware corporation (the “Company”), the Guarantors set forth on the signature pages hereto, and Law Debenture Trust Company of New York, as trustee under the Indenture 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, dated as of February 2, 2006, between the Company and the Trustee (the “Base Indenture”), as supplemented by the Twenty-Second Supplemental Indenture, dated as of June 5, 2009, the Thirty-Sixth Supplemental Indenture, dated as of August 20, 2010, the Forty-Second Supplemental Indenture, dated as of January 26, 2011, the Fiftieth Supplemental Indenture, dated as of May 24, 2011, the Fifty-First Supplemental Indenture, dated as of May 24, 2011, and the Seventieth Supplemental Indenture, dated as of September 24, 2012, each among the Company, the guarantors party thereto and the Trustee, governing the Company’s outstanding series of Notes (collectively, the “Notes Supplemental Indentures” and, together with the Base Indenture, as further amended or supplemented from time to time, the “Indenture”).
WHEREAS, the Base Indenture and the Notes Supplemental Indentures provide that under certain circumstances the Company and the Trustee may amend or supplement the Indenture without the consent of any Holder;
WHEREAS, pursuant to Section 9.1(d) of the Base Indenture, the Trustee and the Company are authorized to amend or supplement the Indenture to make any change that does not adversely affect the legal rights under the Indenture of any Holder; and
WHEREAS, pursuant to Section 9.01(4) of each of the Notes Supplemental Indentures, the Trustee, the Company and the Guarantors are authorized to amend or supplement the Notes Supplemental Indentures to make any change that does not adversely affect the legal rights under the Notes Supplemental Indenture of any Holder.
NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Trustee, the Company and the Guarantors mutually covenant and agree 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 Base Indenture.
2. Amendment to the Base Indenture. Effective upon the date first above written, the second sentence of Section 7.10 of the Base Indenture shall be amended by inserting “and Law Debenture Guarantee Limited collectively” directly after “The Trustee” and by replacing “$25,000,000 as set forth in its most recent published annual report of condition” with “$50,000,000”.
3. Acceptance by the Trustee. The Trustee accepts the amendments to the Base Indenture and the Notes Supplemental Indentures effected by this Supplemental Indenture.
4. 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.
5. 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.
6. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
7. 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. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall by bound hereby.
[Signatures on following pages]
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.
|
|
ISSUER: | ||
|
|
NRG ENERGY, INC. | ||
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ Brian Curci | |
|
|
|
Name: |
Brian Curci |
|
|
|
Title: |
Corporate Secretary |
Signature Page to Eighty-Ninth Supplemental Indenture
|
|
GUARANTORS: |
|
|
|
|
|
ARTHUR KILL POWER LLC |
|
|
ASTORIA GAS TURBINE POWER LLC |
|
|
CABRILLO POWER I LLC |
|
|
CABRILLO POWER II LLC |
|
|
CONEMAUGH POWER LLC |
|
|
CONNECTICUT JET POWER LLC |
|
|
DEVON POWER LLC |
|
|
DUNKIRK POWER LLC |
|
|
EASTERN SIERRA ENERGY COMPANY LLC |
|
|
EL SEGUNDO POWER, LLC |
|
|
EL SEGUNDO POWER II LLC |
|
|
ENERGY PROTECTION INSURANCE COMPANY |
|
|
HUNTLEY POWER LLC |
|
|
INDIAN RIVER OPERATIONS INC. |
|
|
INDIAN RIVER POWER LLC |
|
|
KEYSTONE POWER LLC |
|
|
MERIDEN GAS TURBINES LLC |
|
|
MIDDLETOWN POWER LLC |
|
|
MONTVILLE POWER LLC |
|
|
NEO CORPORATION |
|
|
NEO FREEHOLD-GEN LLC |
|
|
NEO POWER SERVICES INC. |
|
|
NORWALK POWER LLC |
|
|
NRG AFFILIATE SERVICES INC. |
|
|
NRG ARTHUR KILL OPERATIONS INC. |
|
|
NRG ASTORIA GAS TURBINE OPERATIONS INC. |
|
|
NRG BAYOU COVE LLC |
|
|
NRG CABRILLO POWER OPERATIONS INC. |
|
|
NRG CALIFORNIA PEAKER OPERATIONS LLC |
|
|
NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC |
|
|
NRG CONNECTICUT AFFILIATE SERVICES INC. |
|
|
NRG DEVELOPMENT COMPANY INC. |
|
|
NRG DEVON OPERATIONS INC. |
|
|
NRG DUNKIRK OPERATIONS INC. |
|
|
NRG EL SEGUNDO OPERATIONS INC. |
|
|
NRG ENERGY SERVICES GROUP LLC |
|
|
NRG GENERATION HOLDINGS, INC. |
|
|
NRG HUNTLEY OPERATIONS INC. |
|
|
NRG ILION LP LLC |
Signature Page to Eighty-Ninth Supplemental Indenture
|
|
NRG INTERNATIONAL LLC | ||
|
|
NRG MEXTRANS INC. | ||
|
|
NRG MIDATLANTIC AFFILIATE SERVICES INC. | ||
|
|
NRG MIDDLETOWN OPERATIONS INC. | ||
|
|
NRG MONTVILLE OPERATIONS INC. | ||
|
|
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 PACGEN INC. | ||
|
|
NRG RETAIL LLC | ||
|
|
NRG ROCKFORD ACQUISITION LLC | ||
|
|
NRG SAGUARO OPERATIONS INC. | ||
|
|
NRG SERVICES CORPORATION | ||
|
|
NRG SIMPLYSMART SOLUTIONS LLC | ||
|
|
NRG SOUTH CENTRAL AFFILIATE SERVICES INC. | ||
|
|
NRG SOUTH CENTRAL GENERATING LLC | ||
|
|
NRG SOUTH CENTRAL OPERATIONS INC. | ||
|
|
NRG TEXAS C&I SUPPLY LLC | ||
|
|
NRG WEST COAST LLC | ||
|
|
NRG WESTERN AFFILIATE SERVICES INC. | ||
|
|
O’BRIEN COGENERATION, INC. II | ||
|
|
ONSITE ENERGY, INC. | ||
|
|
OSWEGO HARBOR POWER LLC | ||
|
|
RERH HOLDINGS, LLC | ||
|
|
SAGUARO POWER LLC | ||
|
|
SOMERSET OPERATIONS INC. | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ Lynne Przychodzki | |
|
|
|
Name: |
Lynne Przychodzki |
|
|
|
Title: |
Assistant Secretary |
Signature Page to Eighty-Ninth Supplemental Indenture
|
|
SOMERSET POWER LLC | ||
|
|
US RETAILERS LLC | ||
|
|
VIENNA OPERATIONS INC. | ||
|
|
VIENNA POWER LLC | ||
|
|
WCP (GENERATION) HOLDINGS LLC | ||
|
|
WEST COAST POWER LLC | ||
|
|
CARBON MANAGEMENT SOLUTIONS LLC | ||
|
|
CLEAN EDGE ENERGY LLC | ||
|
|
COTTONWOOD DEVELOPMENT LLC | ||
|
|
COTTONWOOD GENERATING PARTNERS I LLC | ||
|
|
COTTONWOOD GENERATING PARTNERS II LLC | ||
|
|
COTTONWOOD GENERATING PARTNERS III LLC | ||
|
|
ENERGY PLUS HOLDINGS LLC | ||
|
|
ENERGY PLUS NATURAL GAS LLC | ||
|
|
GREEN MOUNTAIN ENERGY COMPANY (NY COM) LLC | ||
|
|
GREEN MOUNTAIN ENERGY COMPANY (NY RES) LLC | ||
|
|
INDEPENDENCE ENERGY ALLIANCE LLC | ||
|
|
INDEPENDENCE ENERGY NATURAL GAS LLC | ||
|
|
LANGFORD WIND POWER, LLC | ||
|
|
NRG ARTESIAN ENERGY LLC | ||
|
|
NRG DISPATCH SERVICES LLC | ||
|
|
NRG HOME & BUSINESS SOLUTIONS LLC | ||
|
|
NRG HOME SOLUTIONS PRODUCT LLC | ||
|
|
NRG IDENTITY PROTECT LLC | ||
|
|
NRG NEW JERSEY ENERGY SALES LLC | ||
|
|
NRG POWER MARKETING LLC | ||
|
|
NRG RENTER’S PROTECTION LLC | ||
|
|
NRG SECURITY LLC | ||
|
|
NRG UNEMPLOYMENT PROTECTION LLC | ||
|
|
NRG WARRANTY SERVICES LLC | ||
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ Lynne Przychodzki | |
|
|
|
Name: |
Lynne Przychodzki |
|
|
|
Title: |
Assistant Secretary |
Signature Page to Eighty-Ninth Supplemental Indenture
|
|
COTTONWOOD ENERGY COMPANY LP | ||
|
|
By: |
Cottonwood Generating Partners I LLC, its General Partner | |
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ Lynne Przychodzki | |
|
|
|
Name: |
Lynne Przychodzki |
|
|
|
Title: |
Assistant Secretary |
|
|
|
| |
|
|
|
| |
|
|
COTTONWOOD TECHNOLOGY PARTNERS LP | ||
|
|
By: |
Cottonwood Generating Partners I LLC, its General Partner | |
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ Lynne Przychodzki | |
|
|
|
Name: |
Lynne Przychodzki |
|
|
|
Title: |
Assistant Secretary |
|
|
|
| |
|
|
|
| |
|
|
ELBOW CREEK WIND PROJECT LLC | ||
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ Lynne Przychodzki | |
|
|
|
Name: |
Lynne Przychodzki |
|
|
|
Title: |
Assistant Secretary |
|
|
|
| |
|
|
|
| |
|
|
GCP FUNDING COMPANY, LLC | ||
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ G. Gary Garcia | |
|
|
|
Name: |
G. Gary Garcia |
|
|
|
Title: |
Manager |
|
|
|
| |
|
|
|
| |
|
|
GREEN MOUNTAIN ENERGY COMPANY | ||
|
|
| ||
|
|
|
| |
|
|
By: |
/s/ G. Gary Garcia | |
|
|
|
Name: |
G. Gary Garcia |
|
|
|
Title: |
Vice President, Treasury |
|
|
|
| |
|
|
|
| |
|
|
NRG CONSTRUCTION LLC | ||
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ Gaetan Frotte | |
|
|
|
Name: |
Gaetan Frotte |
|
|
|
Title: |
Vice President and Treasurer |
Signature Page to Eighty-Ninth Supplemental Indenture
|
|
ALLIED HOME WARRANTY LLC | ||
|
|
ALLIED HOME WARRANTY GP LLC | ||
|
|
LONE STAR A/C & APPLIANCE REPAIR, LLC | ||
|
|
NRG BACKUP GENERATION SERVICES LLC | ||
|
|
NRG ENERGY LABOR SERVICES LLC | ||
|
|
NRG ENERGY SERVICES LLC | ||
|
|
NRG HOMER CITY SERVICES LLC | ||
|
|
NRG HOME SOLUTIONS LLC | ||
|
|
NRG MAINTENANCE SERVICES LLC | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ Gaetan Frotte | |
|
|
|
Name: |
Gaetan Frotte |
|
|
|
Title: |
Vice President and Treasurer |
|
|
| ||
|
|
| ||
|
|
NRG ILION LIMITED PARTNERSHIP | ||
|
|
By: |
NRG Rockford Acquisition LLC, its General Partner | |
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ Lynne Przychodzki | |
|
|
|
Name: |
Lynne Przychodzki |
|
|
|
Title: |
Assistant Secretary |
|
|
| ||
|
|
| ||
|
|
NRG SOUTH TEXAS LP | ||
|
|
By: |
Texas Genco GP, LLC, its General Partner | |
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ G. Gary Garcia | |
|
|
|
Name: |
G. Gary Garcia |
|
|
|
Title: |
Vice President and Treasurer |
|
|
|
|
|
|
|
|
|
|
|
|
TEXAS GENCO SERVICES, LP | ||
|
|
By: |
New Genco GP, LLC, its General Partner | |
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Vice President and Treasurer |
Signature Page to Eighty-Ninth Supplemental Indenture
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EVERYTHING ENERGY LLC | ||
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RE RETAIL RECEIVABLES, LLC | ||
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RELIANT ENERGY NORTHEAST LLC | ||
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RELIANT ENERGY POWER SUPPLY LLC | ||
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RELIANT ENERGY RETAIL HOLDINGS, LLC | ||
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RELIANT ENERGY RETAIL SERVICES, LLC | ||
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INDEPENDENCE ENERGY GROUP LLC | ||
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki |
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Title: |
Secretary |
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ENERGY ALTERNATIVES WHOLESALE, LLC | ||
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NEW GENCO GP, LLC | ||
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NRG TEXAS LLC | ||
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NRG TEXAS POWER LLC | ||
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TEXAS GENCO FINANCING CORP. | ||
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TEXAS GENCO HOLDINGS, INC. | ||
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TEXAS GENCO OPERATING SERVICES, LLC | ||
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TEXAS GENCO GP, LLC | ||
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Vice President and Treasurer |
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LOUISIANA GENERATING LLC | ||
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NRG NEW ROADS HOLDINGS LLC | ||
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NRG TEXAS HOLDING INC. | ||
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Treasurer |
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TEXAS GENCO LP, LLC | ||
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By: |
/s/ G. Gary Garcia | |
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Name: |
G. Gary Garcia |
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Title: |
Manager |
Signature Page to Eighty-Ninth Supplemental Indenture
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LAW DEBENTURE TRUST COMPANY OF NEW YORK, | ||
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as Trustee | ||
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By: |
/s/ James D. Heaney | |
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Name: |
James D. Heaney |
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Title: |
Managing Director |
Signature Page to Eighty-Ninth Supplemental Indenture