Common use of Securities Held by the Issuers, etc Clause in Contracts

Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by any Issuer or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement between the Issuers and the several Initial Purchasers. Very truly yours, NRG ENERGY, INC. By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: Senior Vice President and Treasurer GUARANTORS: XXXXXX 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 EL SEGUNDO POWER, LLC EL SEGUNDO POWER II LLC ENERGY PROTECTION INSURANCE COMPANY EVERYTHING ENERGY LLC XXXXXXX POWER LLC INDIAN RIVER OPERATIONS INC. INDIAN RIVER POWER LLC KEYSTONE POWER LLC LOUISIANA GENERATING 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 XXXXXX 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 GENERATION HOLDINGS, INC. NRG XXXXXXX 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 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 PACGEN INC. NRG ROCKFORD ACQUISITION LLC NRG SAGUARO OPERATIONS INC. NRG SERVICES CORPORATION NRG SIMPLYSMART SOLUTIONS LLC NRG SOUTH CENTRAL AFFILIATE SERVICES INC. 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 SAGUARO POWER LLC SOMERSET OPERATIONS INC. SOMERSET POWER LLC US RETAILERS LLC VIENNA OPERATIONS INC. VIENNA POWER LLC WCP (GENERATION) HOLDINGS LLC WEST COAST POWER LLC By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: Treasurer CARBON MANAGEMENT SOLUTIONS LLC CLEAN EDGE ENERGY LLC COTTONWOOD DEVELOPMENT LLC COTTONWOOD ENERGY COMPANY LP COTTONWOOD GENERATING PARTNERS I LLC COTTONWOOD GENERATING PARTNERS II LLC COTTONWOOD GENERATING PARTNERS III LLC COTTONWOOD TECHNOLOGY PARTNERS LP ENERGY ALTERNATIVES WHOLESALE, LLC ENERGY PLUS HOLDINGS LLC ENERGY PLUS NATURAL GAS LLC GREEN MOUNTAIN ENERGY COMPANY (NY COM) LLC GREEN MOUNTAIN ENERGY COMPANY (NY RES) LLC XXXXXXX PARTNERS, LLC XXXXXXX POWER PARTNERS LLC INDEPENDENCE ENERGY ALLIANCE LLC INDEPENDENCE ENERGY GROUP LLC INDEPENDENCE ENERGY NATURAL GAS LLC XXXXXXXX WIND POWER, LLC NEW XXXXX XX, LLC NRG ARTESIAN ENERGY LLC NRG DISPATCH SERVICES LLC NRG ENERGY SERVICES GROUP 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 SOUTH CENTRAL GENERATING LLC NRG TEXAS XXXXXXX LLC NRG TEXAS HOLDING INC. NRG TEXAS LLC NRG TEXAS POWER LLC NRG UNEMPLOYMENT PROTECTION LLC NRG WARRANTY SERVICES LLC RE RETAIL RECEIVABLES, LLC RELIANT ENERGY NORTHEAST LLC RELIANT ENERGY POWER SUPPLY, LLC RELIANT ENERGY RETAIL HOLDINGS, LLC RELIANT ENERGY RETAIL SERVICES, LLC RERH HOLDINGS, LLC TEXAS GENCO FINANCING CORP. TEXAS XXXXX XX, LLC TEXAS GENCO HOLDINGS, INC. TEXAS GENCO OPERATING SERVICES, LLC By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: Vice President and Treasurer ELBOW CREEK WIND PROJECT LLC By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: Vice President and Controller Signature Page to Registration Rights Agreement GCP FUNDING COMPANY, LLC By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: Management Board Member GREEN MOUNTAIN ENERGY COMPANY By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: Vice President, Treasury NRG RETAIL LLC By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: President and Treasurer NRG ILION LIMITED PARTNERSHIP By: NRG Rockford Acquisition LLC, its General Partner By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: Treasurer NRG SOUTH TEXAS LP By: Texas Xxxxx XX, LLC, its General Partner By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: Vice President and Treasurer TEXAS XXXXX XX, LLC By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: Management Committee Member TEXAS GENCO SERVICES, LP By: New Xxxxx XX, LLC, its General Partner By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: Vice President and Treasurer ACE ENERGY, INC. ALLIED WARRANTY LLC BIDURENERGY, INC. ENERGY CURTAILMENT SPECIALISTS, INC. LONE STAR A/C & APPLIANCE REPAIR, LLC NRG CONSTRUCTION LLC NRG CURTAILMENT SOLUTIONS LLC NRG ENERGY LABOR SERVICES LLC NRG ENERGY SERVICES INTERNATIONAL INC. NRG ENERGY SERVICES LLC NRG HOME SOLUTIONS LLC NRG XXXXX CITY SERVICES LLC NRG MAINTENANCE SERVICES LLC NRG RELIABILITY SOLUTIONS LLC NRG RETAIL NORTHEAST LLC By: /s/ Gaetan Frotte Name: Gaetan Frotte Title: Vice President and Treasurer Accepted as of the date hereof BARCLAYS CAPITAL INC. By: /s/ illegible Name: Title: Managing Director Accepted as of the date hereof DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Merchant Name: Xxxxxxx Merchant Title: Director By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Managing Director Accepted as of the date hereof XXXXXXX, XXXXX & CO. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director Accepted as of the date hereof XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Authorized Signatory Accepted as of the date hereof CREDIT AGRICOLE SECURITIES (USA) INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Managing Director Accepted as of the date hereof NATIXIS SECURITIES AMERICAS LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Managing Director Head of Credit Platform By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director Accepted as of the date hereof RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director SCHEDULE I Initial Purchaser Barclays Capital Inc. Deutsche Bank Securities Inc. Xxxxxxx, Sachs & Co. Xxxxxx Xxxxxxx & Co. LLC Credit Agricole Securities (USA) Inc. Natixis Securities Americas LLC RBC Capital Markets, LLC DNB Markets, Inc. KeyBanc Capital Markets Inc. ANNEX A Each broker-dealer that receives new securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. Each of the company and the guarantors has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus available, as amended or supplemented, to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. ANNEX B Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”. ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives new securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired as a result of market-making activities or other trading activities. The Company and each of the guarantors has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, they will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company and each of the guarantors will not receive any proceeds from any sale of new securities by brokers-dealers. New securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new securities. Any broker-dealer that resells new securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such new securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of new securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the expiration date, each of the company and the guarantors will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. Each of the company and the guarantors has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by any Issuer or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement between the Issuers and the several Initial Purchasers. Very truly yours, NRG ENERGY, INC. By: /s/ G. Xxxx Xxxxxx X. Frotté Name: G. Xxxx Xxxxxx X. Frotté Title: Senior Vice President and Treasurer Corporate Secretary GUARANTORS: ACE ENERGY, INC. ALLIED WARRANTY LLC XXXXXX KILL POWER LLC ASTORIA GAS TURBINE POWER LLC BAYOU COVE PEAKING POWER, LLC BIDURENERGY, INC. CABRILLO POWER I LLC CABRILLO POWER II LLC CARBON MANAGEMENT SOLUTIONS LLC CIRRO ENERGY SERVICES, INC. CIRRO GROUP, INC. CLEAN EDGE ENERGY LLC CONEMAUGH POWER LLC CONNECTICUT JET POWER LLC COTTONWOOD DEVELOPMENT LLC COTTONWOOD GENERATING PARTNERS I LLC COTTONWOOD GENERATING PARTNERS II LLC COTTONWOOD GENERATING PARTNERS III LLC DEVON POWER LLC DUNKIRK POWER LLC EASTERN SIERRA ENERGY COMPANY EL SEGUNDO POWER, LLC EL SEGUNDO POWER II LLC EL SEGUNDO POWER II, LLC ENERGY ALTERNATIVES WHOLESALE, LLC ENERGY CHOICE SOLUTIONS LLC ENERGY PLUS HOLDINGS LLC ENERGY PLUS NATURAL GAS LLC ENERGY PROTECTION INSURANCE COMPANY EVERYTHING ENERGY LLC FORWARD HOME SECURITY, LLC GCP FUNDING COMPANY, LLC GREEN MOUNTAIN ENERGY COMPANY XXXXXXX PARTNERS, LLC XXXXXXX POWER PARTNERS LLC XXXXXXX POWER LLC INDEPENDENCE ENERGY ALLIANCE LLC INDEPENDENCE ENERGY GROUP LLC INDEPENDENCE ENERGY NATURAL GAS LLC INDIAN RIVER OPERATIONS INC. INDIAN RIVER POWER LLC KEYSTONE POWER LLC XXXXXXXX WIND POWER, LLC LOUISIANA GENERATING LLC MERIDEN GAS TURBINES LLC MIDDLETOWN POWER LLC MONTVILLE POWER LLC NEO CORPORATION NEO FREEHOLD-GEN LLC NEO POWER SERVICES INC. NEW XXXXX XX, LLC NORWALK POWER LLC NRG ADVISORY SERVICES LLC NRG AFFILIATE SERVICES INC. NRG ARTESIAN ENERGY LLC NRG XXXXXX KILL OPERATIONS INC. NRG ASTORIA GAS TURBINE OPERATIONS INC. NRG BAYOU COVE LLC NRG BUSINESS SERVICES LLC NRG BUSINESS SOLUTIONS LLC NRG CABRILLO POWER OPERATIONS INC. NRG CALIFORNIA PEAKER OPERATIONS LLC NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC NRG CONNECTED HOME LLC NRG CONNECTICUT AFFILIATE SERVICES INC. NRG CURTAILMENT SOLUTIONS HOLDINGS LLC NRG CURTAILMENT SOLUTIONS INC. NRG DEVELOPMENT COMPANY INC. NRG DEVON OPERATIONS INC. NRG DISPATCH SERVICES LLC NRG DISTRIBUTED GENERATION PR LLC NRG DUNKIRK OPERATIONS INC. NRG ECOKAP HOLDINGS LLC NRG EL SEGUNDO OPERATIONS INC. NRG GENERATION HOLDINGS, ENERGY EFFICIENCY-L LLC NRG ENERGY EFFICIENCY-P LLC NRG ENERGY LABOR SERVICES LLC NRG ENERGY SERVICES GROUP LLC NRG ENERGY SERVICES INTERNATIONAL INC. NRG HOME & BUSINESS SOLUTIONS LLC NRG HOME SERVICES LLC NRG HOME SOLUTIONS LLC NRG HOME SOLUTIONS PRODUCT LLC NRG XXXXX CITY SERVICES LLC NRG HQ DG LLC NRG XXXXXXX OPERATIONS INC. NRG IDENTITY PROTECT LLC NRG ILION LP LLC NRG INTERNATIONAL LLC NRG MEXTRANS INC. NRG MIDATLANTIC AFFILIATE SERVICES INC. NRG MIDDLETOWN OPERATIONS INC. NRG MONTVILLE OPERATIONS INC. 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 PACGEN INC. NRG PORTABLE POWER LLC NRG POWER MARKETING LLC NRG RENTER’S PROTECTION LLC NRG RETAIL LLC NRG RETAIL NORTHEAST LLC NRG ROCKFORD ACQUISITION LLC NRG SAGUARO OPERATIONS INC. NRG SECURITY LLC NRG SERVICES CORPORATION NRG SIMPLYSMART SOLUTIONS LLC NRG SOUTH CENTRAL AFFILIATE SERVICES INC. NRG SOUTH CENTRAL GENERATING LLC NRG SOUTH CENTRAL OPERATIONS INC. NRG SPV #1 LLC NRG TEXAS C&I SUPPLY LLC NRG TEXAS XXXXXXX LLC NRG TEXAS HOLDING INC. NRG TEXAS LLC NRG TEXAS POWER LLC NRG WARRANTY SERVICES LLC NRG WEST COAST LLC NRG WESTERN AFFILIATE SERVICES INC. O’BRIEN COGENERATION, INC. II ONSITE ENERGY, INC. OSWEGO HARBOR POWER LLC RE RETAIL RECEIVABLES, LLC RELIANT ENERGY NORTHEAST LLC RELIANT ENERGY POWER SUPPLY LLC RELIANT ENERGY RETAIL HOLDINGS, LLC RELIANT ENERGY RETAIL SERVICES, LLC RERH HOLDINGS, LLC SAGUARO POWER LLC SOMERSET OPERATIONS INC. SOMERSET POWER LLC TEXAS GENCO FINANCING CORP. TEXAS GENCO OPERATING SERVICES, LLC US RETAILERS LLC VIENNA OPERATIONS INC. VIENNA POWER LLC WCP (GENERATION) HOLDINGS LLC WEST COAST POWER LLC By: /s/ G. Xxxx Xxxxxxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: Treasurer CARBON MANAGEMENT SOLUTIONS LLC CLEAN EDGE ENERGY LLC COTTONWOOD DEVELOPMENT LLC COTTONWOOD ENERGY COMPANY LP COTTONWOOD GENERATING PARTNERS I LLC COTTONWOOD GENERATING PARTNERS II LLC COTTONWOOD GENERATING PARTNERS III LLC COTTONWOOD TECHNOLOGY PARTNERS LP ENERGY ALTERNATIVES WHOLESALE, LLC ENERGY PLUS HOLDINGS LLC ENERGY PLUS NATURAL GAS LLC GREEN MOUNTAIN ENERGY COMPANY (NY COM) LLC GREEN MOUNTAIN ENERGY COMPANY (NY RES) LLC XXXXXXX PARTNERS, LLC XXXXXXX POWER PARTNERS LLC INDEPENDENCE ENERGY ALLIANCE LLC INDEPENDENCE ENERGY GROUP LLC INDEPENDENCE ENERGY NATURAL GAS LLC XXXXXXXX WIND POWER, LLC NEW XXXXX XX, LLC NRG ARTESIAN ENERGY LLC NRG DISPATCH SERVICES LLC NRG ENERGY SERVICES GROUP 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 SOUTH CENTRAL GENERATING LLC NRG TEXAS XXXXXXX LLC NRG TEXAS HOLDING INC. NRG TEXAS LLC NRG TEXAS POWER LLC NRG UNEMPLOYMENT PROTECTION LLC NRG WARRANTY SERVICES LLC RE RETAIL RECEIVABLES, LLC RELIANT ENERGY NORTHEAST LLC RELIANT ENERGY POWER SUPPLY, LLC RELIANT ENERGY RETAIL HOLDINGS, LLC RELIANT ENERGY RETAIL SERVICES, LLC RERH HOLDINGS, LLC TEXAS GENCO FINANCING CORP. TEXAS XXXXX XX, LLC TEXAS GENCO HOLDINGS, INC. TEXAS GENCO OPERATING SERVICES, LLC By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxxxx Xxxxxx Title: Vice President and Treasurer ELBOW CREEK WIND PROJECT LLC COTTONWOOD ENERGY COMPANY LP By: Cottonwood Generating Partners I LLC, its General Partner By: /s/ G. Xxxx Xxxxxxxx Xxxxxx Name: G. Xxxx Xxxxxxxx Xxxxxx Title: Vice President and Controller Signature Page to Registration Rights Agreement GCP FUNDING COMPANYCOTTONWOOD TECHNOLOGY PARTNERS LP By: Cottonwood Generating Partners I LLC, LLC its General Partner By: /s/ G. Xxxx Xxxxxxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: Management Board Member GREEN MOUNTAIN ENERGY COMPANY By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxxxx Xxxxxx Title: Vice President, Treasury NRG RETAIL LLC By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: President and Treasurer NRG ILION LIMITED PARTNERSHIP By: NRG Rockford Acquisition LLC, its General Partner By: /s/ G. Xxxx Xxxxxxxx Xxxxxx Name: G. Xxxx Xxxxxxxx Xxxxxx Title:Vice President TEXAS GENCO SERVICES, LP By: New Xxxxx XX, LLC, its General Partner By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title:Vice President NRG CONSTRUCTION LLC NRG ENERGY SERVICES LLC NRG MAINTENANCE SERVICES LLC NRG RELIABILITY SOLUTIONS LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Treasurer NRG GENERATION HOLDINGS, INC. NRG GREENCO LLC TEXAS XXXXX XX, LLC TEXAS XXXXX XX, LLC TEXAS GENCO HOLDINGS, INC. By: /s/ Xxxxxx X. Frotté Name: Xxxxxx X. Frotté Title: Treasurer NRG SOUTH TEXAS LP By: Texas Xxxxx XX, LLC, its General Partner By: /s/ G. Xxxx Xxxxxx X. Frotté Name: G. Xxxx Xxxxxx X. Frotté Title: Vice President and Treasurer TEXAS XXXXX XX, LLC By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: Management Committee Member TEXAS GENCO SERVICES, LP By: New Xxxxx XX, LLC, its General Partner By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: Vice President and Treasurer ACE ENERGY, INC. ALLIED WARRANTY LLC BIDURENERGY, INC. ENERGY CURTAILMENT SPECIALISTS, INC. LONE STAR A/C & APPLIANCE REPAIR, LLC NRG CONSTRUCTION LLC NRG CURTAILMENT SOLUTIONS LLC NRG ENERGY LABOR SERVICES LLC NRG ENERGY SERVICES INTERNATIONAL INC. NRG ENERGY SERVICES LLC NRG HOME SOLUTIONS LLC NRG XXXXX CITY SERVICES LLC NRG MAINTENANCE SERVICES LLC NRG RELIABILITY SOLUTIONS LLC NRG RETAIL NORTHEAST LLC By: /s/ Gaetan Frotte Name: Gaetan Frotte Title: Vice President and Treasurer Accepted as of the date hereof BARCLAYS CAPITAL INC. By: /s/ illegible Name: Title: Managing Director Accepted as of the date hereof DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Merchant X. Xxxxxxxxxx Name: Xxxxxxx Merchant X. Xxxxxxxxxx Title: Managing Director By: /s/ Xxxxx X. Xxxxxx Xxx Xxxxxxxxxx Name: Xxxxx X. Xxxxxx Title: Managing Director Accepted as of the date hereof XXXXXXX, XXXXX & CO. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director Accepted as of the date hereof XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Authorized Signatory Accepted as of the date hereof CREDIT AGRICOLE SECURITIES (USA) INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Managing Director Accepted as of the date hereof NATIXIS SECURITIES AMERICAS LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Managing Director Head of Credit Platform By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director Accepted as of the date hereof RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Xxx Xxxxxxxxxx Title: Managing Director SCHEDULE I Initial Purchaser Deutsche Bank Securities Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Deutsche Bank Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC DNB Markets, Inc. Xxxxxxx, Sachs & Co. Xxxxxx Xxxxxxx & Co. LLC Credit Agricole Mitsubishi UFJ Securities (USA) ), Inc. Natixis Securities Americas LLC RBC Capital Markets, LLC DNB Markets, Inc. KeyBanc Capital Markets Inc. ANNEX A Each broker-dealer that receives new securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. Each of the company and the guarantors has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus available, as amended or supplemented, to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. ANNEX B Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”. ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives new securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired as a result of market-making activities or other trading activities. The Company and each of the guarantors has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, they will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company and each of the guarantors will not receive any proceeds from any sale of new securities by brokers-dealers. New securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new securities. Any broker-dealer that resells new securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such new securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of new securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the expiration date, each of the company and the guarantors will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. Each of the company and the guarantors has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by any Issuer or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement between the Issuers and the several Initial Purchasers. Very truly yours, NRG ENERGY, INC. By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: Senior Vice President and Treasurer GUARANTORS: XXXXXX KILL POWER LLC ASTORIA GAS TURBINE POWER LLC BAYOU COVE PEAKING 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 EL SEGUNDO POWER, LLC EL SEGUNDO POWER II LLC ENERGY PROTECTION INSURANCE COMPANY EVERYTHING ENERGY LLC XXXXXXX POWER LLC INDIAN RIVER OPERATIONS INC. INDIAN RIVER POWER LLC KEYSTONE POWER LLC LOUISIANA GENERATING 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 XXXXXX 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 GENERATION HOLDINGS, INC. NRG XXXXXXX 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 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 PACGEN INC. NRG ROCKFORD ACQUISITION LLC NRG SAGUARO OPERATIONS INC. NRG SERVICES CORPORATION NRG SIMPLYSMART SOLUTIONS LLC NRG SOUTH CENTRAL AFFILIATE SERVICES INC. 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 SAGUARO POWER LLC SOMERSET OPERATIONS INC. SOMERSET POWER LLC US RETAILERS LLC VIENNA OPERATIONS INC. VIENNA POWER LLC WCP (GENERATION) HOLDINGS LLC WEST COAST POWER LLC By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: Treasurer CARBON MANAGEMENT SOLUTIONS LLC CLEAN EDGE ENERGY LLC COTTONWOOD DEVELOPMENT LLC COTTONWOOD ENERGY COMPANY LP COTTONWOOD GENERATING PARTNERS I LLC COTTONWOOD GENERATING PARTNERS II LLC COTTONWOOD GENERATING PARTNERS III LLC COTTONWOOD TECHNOLOGY PARTNERS LP ENERGY ALTERNATIVES WHOLESALE, LLC ENERGY PLUS HOLDINGS LLC ENERGY PLUS NATURAL GAS LLC GREEN MOUNTAIN ENERGY COMPANY (NY COM) LLC GREEN MOUNTAIN ENERGY COMPANY (NY RES) LLC XXXXXXX PARTNERS, LLC XXXXXXX POWER PARTNERS LLC INDEPENDENCE ENERGY ALLIANCE LLC INDEPENDENCE ENERGY GROUP LLC INDEPENDENCE ENERGY NATURAL GAS LLC XXXXXXXX WIND POWER, LLC NEW XXXXX XX, LLC NRG ARTESIAN ENERGY LLC NRG DISPATCH SERVICES LLC NRG ENERGY SERVICES GROUP 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 SOUTH CENTRAL GENERATING LLC NRG SOUTH TEXAS LP By: Texas Xxxxx XX, LLC, its General Partner NRG TEXAS XXXXXXX LLC NRG TEXAS HOLDING INC. NRG TEXAS LLC NRG TEXAS POWER LLC NRG UNEMPLOYMENT PROTECTION LLC NRG WARRANTY SERVICES LLC RE RETAIL RECEIVABLES, LLC RELIANT ENERGY NORTHEAST LLC RELIANT ENERGY POWER SUPPLY, LLC RELIANT ENERGY RETAIL HOLDINGS, LLC RELIANT ENERGY RETAIL SERVICES, LLC RERH HOLDINGS, LLC TEXAS GENCO FINANCING CORP. TEXAS XXXXX XX, LLC TEXAS GENCO HOLDINGS, INC. TEXAS GENCO OPERATING SERVICES, LLC TEXAS GENCO SERVICES, LP By: New Xxxxx XX, LLC, its General Partner By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: Vice President and Treasurer ELBOW CREEK WIND PROJECT LLC By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: Vice President and Controller Signature Page to Registration Rights Agreement GCP FUNDING COMPANY, LLC By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: Management Board Member GREEN MOUNTAIN ENERGY COMPANY By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: Vice President, Treasury NRG RETAIL LLC By: /s/ s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: President and Treasurer NRG ILION LIMITED PARTNERSHIP By: NRG Rockford Acquisition LLC, its General Partner By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: Treasurer NRG SOUTH TEXAS LP By: Texas Xxxxx XX, LLC, its General Partner By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: Vice President and Treasurer TEXAS XXXXX XX, LLC By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: Management Committee Member TEXAS GENCO SERVICES, LP By: New Xxxxx XX, LLC, its General Partner By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: Vice President and Treasurer ACE ENERGY, INC. ALLIED WARRANTY LLC BIDURENERGY, INC. ENERGY CURTAILMENT SPECIALISTS, INC. LONE STAR A/C & APPLIANCE REPAIR, LLC NRG CONSTRUCTION LLC NRG CURTAILMENT SOLUTIONS LLC NRG ENERGY LABOR SERVICES LLC NRG ENERGY SERVICES INTERNATIONAL INC. NRG ENERGY SERVICES LLC NRG HOME SOLUTIONS LLC NRG XXXXX CITY SERVICES LLC NRG MAINTENANCE SERVICES LLC NRG RELIABILITY SOLUTIONS LLC NRG RETAIL NORTHEAST LLC By: /s/ Gaetan Frotte Name: Gaetan Frotte Title: Vice President and Treasurer Accepted as of the date hereof BARCLAYS CAPITAL INC. By: /s/ illegible Name: Title: Managing Director Accepted as of the date hereof DEUTSCHE BANK SECURITIES CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Merchant Xxxxx Name: Xxxxxxx Merchant Title: Director By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Managing Director Accepted as of the date hereof XXXXXXXXXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX & CO. INCORPORATED By: /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director Accepted as of the date hereof XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Authorized Signatory Accepted as of the date hereof CREDIT AGRICOLE SECURITIES (USA) INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Managing Director Accepted as of the date hereof NATIXIS SECURITIES AMERICAS LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Managing Director Head of Credit Platform By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director Accepted as of the date hereof RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director SCHEDULE I Initial Purchaser Barclays Capital Inc. Deutsche Bank Securities Inc. Xxxxxxx, Sachs & Co. Xxxxxx Xxxxxxx & Co. LLC Credit Agricole Securities (USA) Inc. Natixis Securities Americas LLC RBC Capital Markets, LLC DNB Markets, Inc. KeyBanc Capital Markets Inc. ANNEX A Each broker-dealer that receives new securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. Each of the company and the guarantors has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus available, as amended or supplemented, to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. ANNEX B Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”. ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives new securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired as a result of market-making activities or other trading activities. The Company and each of the guarantors has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, they will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company and each of the guarantors will not receive any proceeds from any sale of new securities by brokers-dealers. New securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new securities. Any broker-dealer that resells new securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such new securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of new securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the expiration date, each of the company and the guarantors will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. Each of the company and the guarantors has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:Director

Securities Held by the Issuers, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by any Issuer or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement between the Issuers and the several Initial Purchasers. Very truly yours, NRG ENERGY, INC. By: /s/ G. Xxxx Xxxxxx Xxxxxxxxxxx Xxxxx Name: G. Xxxx Xxxxxx Xxxxxxxxxxx Xxxxx Title: Senior Vice President and Treasurer GUARANTORS: XXXXXX KILL POWER Xxxxxx Kill Power LLC ASTORIA GAS TURBINE POWER Astoria Gas Turbine Power LLC CABRILLO POWER Berrians I Gas Turbine Power LLC Big Cajun II Unit 4 LLC Cabrillo Power I LLC CABRILLO POWER Cabrillo Power II LLC CONEMAUGH POWER Carbon Management Solutions LLC CONNECTICUT JET POWER Clean Edge Energy LLC DEVON POWER Conemaugh Power LLC DUNKIRK POWER Connecticut Jet Power LLC EASTERN SIERRA ENERGY COMPANY EL SEGUNDO POWERDevon Power LLC Dunkirk Power LLC Eastern Sierra Energy Company El Segundo Power II LLC El Segundo Power, LLC EL SEGUNDO POWER II Xxxxxxx IGCC LLC ENERGY PROTECTION INSURANCE COMPANY EVERYTHING ENERGY Xxxxxxx Power LLC XXXXXXX POWER Indian River IGCC LLC INDIAN RIVER OPERATIONS INC. INDIAN RIVER POWER Indian River Operations Inc. Indian River Power LLC KEYSTONE POWER Xxxxx River Power LLC LOUISIANA GENERATING Keystone Power LLC MERIDEN GAS TURBINES Xxxxxxxx Wind Power, LLC MIDDLETOWN POWER Louisiana Generating LLC MONTVILLE POWER Middletown Power LLC Montville IGCC LLC Montville Power LLC NEO CORPORATION Corporation NEO FREEHOLDFreehold-GEN Gen LLC NEO POWER SERVICES INC. NORWALK POWER Power Services Inc. New Xxxxx XX, LLC Norwalk Power LLC NRG AFFILIATE SERVICES INC. Affiliate Services Inc. NRG XXXXXX KILL OPERATIONS INC. NRG ASTORIA GAS TURBINE OPERATIONS INC. NRG BAYOU COVE Artesian Energy LLC NRG CABRILLO POWER OPERATIONS INC. Xxxxxx Kill Operations Inc. NRG CALIFORNIA PEAKER OPERATIONS Astoria Gas Turbine Operations Inc. NRG Bayou Cove LLC NRG CEDAR BAYOU DEVELOPMENT COMPANYCabrillo Power Operations Inc. NRG California Peaker Operations LLC NRG Cedar Bayou Development Company, LLC NRG CONNECTICUT AFFILIATE SERVICES INC. Connecticut Affiliate Services Inc. NRG DEVELOPMENT COMPANY INC. Devon Operations Inc. NRG DEVON OPERATIONS INC. Dunkirk Operations Inc. NRG DUNKIRK OPERATIONS INC. El Segundo Operations Inc. NRG EL SEGUNDO OPERATIONS INC. Generation Holdings, Inc. NRG GENERATION HOLDINGS, INC. Xxxxxxx Operations Inc. NRG XXXXXXX OPERATIONS INC. NRG ILION LP International LLC NRG INTERNATIONAL MidAtlantic Affiliate Services Inc. NRG Middletown Operations Inc. NRG Montville Operations Inc. NRG New Jersey Energy Sales LLC NRG MEXTRANS INC. NRG MIDATLANTIC AFFILIATE SERVICES INC. NRG MIDDLETOWN OPERATIONS INC. NRG MONTVILLE OPERATIONS INC. NRG NEW ROADS HOLDINGS New Roads Holdings LLC NRG NORTH CENTRAL OPERATIONS INC. North Central Operations Inc. NRG NORTHEAST AFFILIATE SERVICES INC. Northeast Affiliate Services Inc. NRG NORWALK HARBOR OPERATIONS INC. Norwalk Harbor Operations Inc. NRG OPERATING SERVICESOperating Services, INC. Inc. NRG OSWEGO HARBOR POWER OPERATIONS INC. Oswego Harbor Power Operations Inc. NRG PACGEN INC. NRG ROCKFORD ACQUISITION Power Marketing LLC NRG SAGUARO OPERATIONS INC. NRG SERVICES CORPORATION NRG SIMPLYSMART SOLUTIONS Retail LLC NRG SOUTH CENTRAL AFFILIATE SERVICES INC. Saguaro Operations Inc. NRG SOUTH CENTRAL OPERATIONS INC. South Central Affiliate Services Inc. NRG TEXAS C&I SUPPLY South Central Generating LLC NRG WEST COAST South Central Operations Inc. NRG Texas C&I Supply LLC NRG WESTERN AFFILIATE SERVICES INC. O’BRIEN COGENERATIONTexas Holding Inc. NRG Texas LLC NRG Texas Power LLC NRG West Coast LLC NRG Western Affiliate Services Inc. Oswego Harbor Power LLC RE Retail Receivables, INC. II ONSITE ENERGYLLC Reliant Energy Power Supply, INC. OSWEGO HARBOR POWER LLC SAGUARO POWER Reliant Energy Retail Holdings, LLC SOMERSET OPERATIONS INC. SOMERSET POWER Reliant Energy Retail Services, LLC US RETAILERS Reliant Energy Services Texas, LLC VIENNA OPERATIONS INC. VIENNA POWER Reliant Energy Texas Retail, LLC RERH Holdings, LLC Saguaro Power LLC Somerset Operations Inc. Somerset Power LLC Texas Genco Financing Corp. Texas Xxxxx XX, LLC Texas Genco Holdings, Inc. Texas Xxxxx XX, LLC Texas Genco Operating Services, LLC Vienna Operations Inc. Vienna Power LLC WCP (GENERATIONGeneration) HOLDINGS Holdings LLC WEST COAST POWER West Coast Power LLC By: /s/ G. Xxxx Xxxxxx Xxxxxxxxxxx Xxxxx Name: G. Xxxx Xxxxxx Xxxxxxxxxxx Xxxxx Title: Treasurer CARBON MANAGEMENT SOLUTIONS Elbow Creek Wind Project LLC CLEAN EDGE ENERGY LLC COTTONWOOD DEVELOPMENT LLC COTTONWOOD ENERGY COMPANY LP COTTONWOOD GENERATING PARTNERS I LLC COTTONWOOD GENERATING PARTNERS II LLC COTTONWOOD GENERATING PARTNERS III LLC COTTONWOOD TECHNOLOGY PARTNERS LP ENERGY ALTERNATIVES WHOLESALE, LLC ENERGY PLUS HOLDINGS LLC ENERGY PLUS NATURAL GAS LLC GREEN MOUNTAIN ENERGY COMPANY (NY COM) LLC GREEN MOUNTAIN ENERGY COMPANY (NY RES) LLC XXXXXXX PARTNERS, LLC XXXXXXX POWER PARTNERS LLC INDEPENDENCE ENERGY ALLIANCE LLC INDEPENDENCE ENERGY GROUP LLC INDEPENDENCE ENERGY NATURAL GAS LLC XXXXXXXX WIND POWER, LLC NEW XXXXX XX, LLC NRG ARTESIAN ENERGY LLC NRG DISPATCH SERVICES LLC NRG ENERGY SERVICES GROUP 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 SOUTH CENTRAL GENERATING LLC NRG TEXAS XXXXXXX LLC NRG TEXAS HOLDING INC. NRG TEXAS LLC NRG TEXAS POWER LLC NRG UNEMPLOYMENT PROTECTION LLC NRG WARRANTY SERVICES LLC RE RETAIL RECEIVABLES, LLC RELIANT ENERGY NORTHEAST LLC RELIANT ENERGY POWER SUPPLY, LLC RELIANT ENERGY RETAIL HOLDINGS, LLC RELIANT ENERGY RETAIL SERVICES, LLC RERH HOLDINGS, LLC TEXAS GENCO FINANCING CORP. TEXAS XXXXX XX, LLC TEXAS GENCO HOLDINGS, INC. TEXAS GENCO OPERATING SERVICESBy: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Controller GCP Funding Company, LLC By: /s/ G. Xxxx Xxxxxx Xxxxxxxxxxx Xxxxx Name: G. Xxxx Xxxxxx Title: Vice President and Treasurer ELBOW CREEK WIND PROJECT LLC By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: Vice President and Controller Signature Page to Registration Rights Agreement GCP FUNDING COMPANY, LLC By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Xxxxxxxxxxx Xxxxx Title: Management Board Member GREEN MOUNTAIN ENERGY COMPANY By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: Vice President, Treasury NRG RETAIL Construction LLC By: /s/ G. Xxxx Xxxxxx Xxxxx Name: G. Xxxx Xxxxxx Title: President and Treasurer NRG ILION LIMITED PARTNERSHIP By: NRG Rockford Acquisition LLC, its General Partner By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Xxxxx Title: Treasurer NRG SOUTH TEXAS LP Energy Services LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Treasurer NRG South Texas LP By Texas Xxxxx XX, LLC, its General Partner By: /s/ G. Xxxx Xxxxxx Xxxxxxxxxxx Xxxxx Name: G. Xxxx Xxxxxx Xxxxxxxxxxx Xxxxx Title: Vice President and Treasurer TEXAS XXXXX XX, LLC By: /s/ G. Xxxx Xxxxxx Name: G. Xxxx Xxxxxx Title: Management Committee Member TEXAS GENCO SERVICESTexas Genco Services, LP By: By New Xxxxx XX, LLC, its General Partner By: /s/ G. Xxxx Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CITIGROUP GLOBAL MARKETS INC. By /s/ Xxxxxxxx Xxxxxx Name: G. Xxxx Xxxxxxxx Xxxxxx Title: Vice President and Treasurer ACE ENERGY, INC. ALLIED WARRANTY BANC OF AMERICA SECURITIES LLC BIDURENERGY, INC. ENERGY CURTAILMENT SPECIALISTS, INC. LONE STAR A/C & APPLIANCE REPAIR, LLC NRG CONSTRUCTION LLC NRG CURTAILMENT SOLUTIONS LLC NRG ENERGY LABOR SERVICES LLC NRG ENERGY SERVICES INTERNATIONAL INC. NRG ENERGY SERVICES LLC NRG HOME SOLUTIONS LLC NRG XXXXX CITY SERVICES LLC NRG MAINTENANCE SERVICES LLC NRG RELIABILITY SOLUTIONS LLC NRG RETAIL NORTHEAST LLC By: By /s/ Gaetan Frotte Henrik Dahlback Name: Gaetan Frotte Henrik Dahlback Title: Vice President and Treasurer Accepted as of the date hereof BARCLAYS CAPITAL INC. By: /s/ illegible Name: Title: Managing Director Accepted as of the date hereof DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Merchant Name: Xxxxxxx Merchant Title: Director By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Managing Director Accepted as of the date hereof XXXXXXX, XXXXX & CO. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director Accepted as of the date hereof XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Authorized Signatory Accepted as of the date hereof CREDIT AGRICOLE SECURITIES (USA) INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Managing Director Accepted as of the date hereof NATIXIS SECURITIES AMERICAS LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Managing Director Head of Credit Platform By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director Accepted as of the date hereof RBC CAPITAL MARKETS, LLC By: By /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director SCHEDULE By /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxx Title: Managing Director For themselves and the several Initial Purchasers named in Schedule I Initial Purchaser Barclays Capital Inc. Deutsche Bank Securities Inc. Xxxxxxx, Sachs & Co. Xxxxxx Xxxxxxx & Co. LLC Credit Agricole Securities (USA) Inc. Natixis Securities Americas LLC RBC Capital Markets, LLC DNB Markets, Inc. KeyBanc Capital Markets Inc. to the Purchase Agreement. ANNEX A Each broker-dealer that receives new securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. Each of the company and the guarantors has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus available, as amended or supplemented, to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. ANNEX B Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”. ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives new securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired as a result of market-making activities or other trading activities. The Company and each of the guarantors has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, they will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company and each of the guarantors will not receive any proceeds from any sale of new securities by brokers-dealers. New securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new securities. Any broker-dealer that resells new securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such new securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of new securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the expiration date, each of the company and the guarantors will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. Each of the company and the guarantors has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:C