THIRTY-SECOND SUPPLEMENTAL INDENTURE FOR ADDITIONAL SUBSIDIARY GUARANTEES
Thirty-Second Supplemental Indenture (this “Supplemental Indenture for Additional Guarantees”), dated as of June 23, 2010, among Elbow Creek Wind Power LLC and NRG Energy Services LLC (each a “Guaranteeing Subsidiary” and together the “Guaranteeing Subsidiaries”), each an indirect subsidiary of NRG Energy, Inc., a Delaware corporation (the “Company”), the Company, the Existing Guarantors set forth on the signature page hereto (the “Existing Guarantors”) and Law Debenture Trust Company of New York, as trustee under the indentures referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Base Indenture”), dated as of February 2, 2006, between the Company and the Trustee, as amended by a first supplemental indenture (the “First Supplemental Indenture”), dated as of February 2, 2006, among the Company, the Guarantors named therein and the Trustee, providing for the original issuance of an aggregate principal amount of $1,200 million of 7.250% Senior Notes due 2014 (the “Initial Notes”), and, subject to the terms of the Indenture, future unlimited issuances of 7.250% Senior Notes due 2014 (the “Additional Notes,” and together with the Initial Notes, the “Notes”), a third supplemental indenture (the “Third Supplemental Indenture”), dated as of March 14, 2006, among the Company, the Existing Guarantors party thereto and the Trustee, a fifth supplemental indenture (the “Fifth Supplemental Indenture”), dated as of April 28, 2006, among the Company, the Existing Guarantors party thereto and the Trustee, a seventh supplemental indenture (the“Seventh Supplemental Indenture”), dated as of November 13, 2006, among the Company, the Existing Guarantors party thereto and the Trustee, a tenth supplemental indenture, dated as of July 19, 2007, among the Company, the Existing Guarantors party thereto and the Trustee (the“Tenth Supplemental Indenture”), a thirteenth supplemental indenture (the“Thirteenth Supplemental Indenture”), dated as of August 28, 2007, among the Company, the Existing Guarantors party thereto and the Trustee, a sixteenth supplemental indenture (the“Sixteenth Supplemental Indenture”), dated as of April 28, 2009, among the Company, the Guaranteeing Subsidiary, the Existing Guarantors party thereto and the Trustee, a nineteenth supplemental indenture, dated as of May 8, 2009, among the Company, the Existing Guarantors and the Trustee (the“Nineteenth Supplemental Indenture”), a twenty-fourth supplemental indenture, dated as of October 5, 2009, among the Company, the Existing Guarantors party thereto and the Trustee (the“Twenty-Fourth Supplemental Indenture”) and a twenty-eighth supplemental indenture, dated as of April 16, 2010, among the Company, the Existing Guarantors and the Trustee (“the “Twenty-Eighth Supplemental Indenture”and together with the Base Indenture, the First Supplemental Indenture, the Third Supplemental Indenture, the Fifth Supplemental Indenture, the Seventh Supplemental Indenture, the Tenth Supplemental Indenture, the Thirteenth Supplemental Indenture, the Sixteenth Supplemental Indenture, the Nineteenth Supplemental Indenture and the Twenty-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 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. The Guaranteeing Subsidiaries hereby become parties to the First Supplemental Indenture as Guarantors and as such will have all of the rights and be subject to all of the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiaries hereby agree to be bound by all of the provisions of the First Supplemental Indenture applicable to a Guarantor and to perform all of the Obligations and agreements of a Guarantor under the First Supplemental Indenture. In furtherance of the foregoing, the Guaranteeing Subsidiaries shall be deemed Guarantors for purposes of Article 10 of the First Supplemental Indenture, including, without limitation, Section 10.02 thereof.
3. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
4. Counterparts. The parties may sign any number of copies of this Supplemental Indenture for Additional Guarantees. Each signed copy shall be an original, but all of them together represent the same agreement.
5. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture for Additional Guarantees or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.
7. Ratification of Indenture; Supplemental Indenture for Additional Guarantees Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby.
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:
ELBOW CREEK WIND POWER LLC
By:/s/ Christopher Sotos— Name: Christopher Sotos Title: Vice President & Controller
NRG ENERGY SERVICES LLC
By: /s/ Michael R. Carroll Name: Michael R. Carroll Title: President
Issuer:
NRG ENERGY, INC.
By:/s/ Christopher Sotos—
Name: Title:
Christopher Sotos Vice President & Treasurer
Existing Guarantors:
ARTHUR KILL POWER LLC ASTORIA GAS TURBINE POWER LLC BERRIANS I GAS TURBINE POWER LLC BIG CAJUN II UNIT 4 LLC CABRILLO POWER I LLC CABRILLO POWER II LLC CARBON MANAGEMENT SOLUTIONS LLC CLEAN EDGE ENERGY LLC CONEMAUGH POWER LLC CONNECTICUT JET POWER LLC DEVON POWER LLC DUNKIRK POWER LLC EASTERN SIERRA ENERGY COMPANY EL SEGUNDO POWER LLC EL SEGUNDO POWER II LLC HOFFMAN SUMMIT WIND PROJECT, LLC HUNTLEY IGCC LLC HUNTLEY POWER LLC INDIAN RIVER IGCC LLC INDIAN RIVER OPERATIONS INC. INDIAN RIVER POWER LLC JAMES RIVER POWER LLC KEYSTONE POWER LLC LANGFORD WIND POWER, LLC LOUISIANA GENERATING LLC MIDDLETOWN POWER LLC MONTVILLE IGCC LLC MONTVILLE POWER LLC NEO CORPORATION NEO FREEHOLD-GEN LLC NEO POWER SERVICES INC. NEW GENCO GP, LLC NORWALK POWER LLC NRG AFFILIATE SERVICES INC. NRG ARTESIAN ENERGY LLC 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 DEVON OPERATIONS INC. NRG DUNKIRK OPERATIONS INC. NRG EL SEGUNDO OPERATIONS INC. NRG GENERATION HOLDINGS, INC. NRG HUNTLEY OPERATIONS INC. NRG INTERNATIONAL LLC NRG MIDATLANTIC AFFILIATE SERVICES INC. NRG MIDDLETOWN OPERATIONS INC. NRG MONTVILLE OPERATIONS INC. NRG NEW JERSEY ENERGY SALES LLC NRG NEW ROADS HOLDINGS LLC NRG NORTH CENTRAL OPERATIONS INC. NRG NORTHEAST AFFILIATE SERVICES INC. NRG NORWALK HARBOR OPERATIONS INC. NRG OPERATING SERVICES, INC. NRG OSWEGO HARBOR POWER OPERATIONS INC. NRG POWER MARKETING LLC NRG RETAIL LLC NRG SAGUARO OPERATIONS INC. NRG SOUTH CENTRAL AFFILIATE SERVICES INC. NRG SOUTH CENTRAL GENERATING LLC NRG SOUTH CENTRAL OPERATIONS INC. NRG TEXAS C&I SUPPLY LLC NRG TEXAS LLC NRG TEXAS HOLDING INC. NRG TEXAS POWER LLC NRG WEST COAST LLC NRG WESTERN AFFILIATE SERVICES INC. OSWEGO HARBOR POWER LLC RELIANT ENERGY POWER SUPPLY, LLC RELIANT ENERGY RETAIL HOLDINGS, LLC RELIANT ENERGY RETAIL SERVICES, LLC RELIANT ENERGY SERVICES TEXAS, LLC RELIANT ENERGY TEXAS RETAIL, LLC RE RETAIL RECEIVABLES, LLC RERH HOLDINGS, LLC SAGUARO POWER LLC SAN JUAN MESA WIND PROJECT II, LLC SOMERSET OPERATIONS INC. SOMERSET POWER LLC TEXAS GENCO FINANCING CORP. TEXAS GENCO GP, LLC TEXAS GENCO HOLDINGS, INC. TEXAS GENCO OPERATING SERVICES, LLC VIENNA OPERATIONS INC. VIENNA POWER LLC WCP (GENERATION) HOLDINGS LLC WEST COAST POWER LLC
By:/s/ Christopher Sotos—
Name: Title:
Christopher Sotos Treasurer
GCP FUNDING COMPANY, LLC
TEXAS GENCO LP, LLC
By:/s/ Christopher Sotos—
Name: Title:
Christopher Sotos Management Board Member
NRG SOUTH TEXAS LP
By: Texas Genco GP, LLC, its General Partner
By:/s/ Christopher Sotos—
Name: Title:
Christopher Sotos Vice President & Treasurer
TEXAS GENCO SERVICES, LP
By: New Genco GP, LLC, its General Partner
By:/s/ Christopher Sotos—
Name: Title:
Christopher Sotos Vice President & Treasurer
NRG CONSTRUCTION LLC
By:/s/ Rachel Smith—
Name: Title:
Rachel Smith Treasurer
Attest:
By:/s/ Tanuja M. Dehne—
Name: Title:
Tanuja M. Dehne Corporate Secretary
1
LAW DEBENTURE TRUST COMPANY OF NEW YORK,
as Trustee
By:/s/ James D. Heaney—
Name: Title:
James D. Heaney Managing Director
2
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