ONE HUNDRED-NINETEENTH SUPPLEMENTAL INDENTURE FOR ADDITIONAL SUBSIDIARIES GUARANTEES
Exhibit 4.1
ONE HUNDRED-NINETEENTH SUPPLEMENTAL INDENTURE FOR
ADDITIONAL SUBSIDIARIES GUARANTEES
ONE-HUNDRED NINETEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture for Additional Guarantees”), dated as of July 19, 2016, among Allied Home Warranty GP LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), 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 (i) 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 “2020 Initial Notes”), and, subject to the terms of the Thirty-Sixth Supplemental Indenture, future unlimited issuances of 8.25% Senior Notes due 2020 (the “2020 Additional Notes,” and together with the 2020 Initial Notes, the “2020 Notes”), (ii) 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 “2018 Initial Notes”), and, subject to the terms of the Forty-Second Supplemental Indenture, future unlimited issuances of 7.625% Senior Notes due 2018 (the “2018 Additional Notes,” and together with the 2018 Initial Notes, the “2018 Notes”), (iii) 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 “2021 Initial Notes”), and, subject to the terms of the Fifty-First Supplemental Indenture, future unlimited issuances of 7.875% Senior Notes due 2021 (the “2021 Additional Notes,” and together with the 2021 Initial Notes, the “2021 Notes”), (iv) 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 “2023 Initial Notes”), and, subject to the terms of the Seventieth Supplemental Indenture, future unlimited issuances of 6.625% Senior Notes due 2023 (the “2023 Additional Notes,” and together with the 2023 Initial Notes, the “2023 Notes”), and (v) a one hundred-ninth supplemental indenture (the “One Hundred-Ninth Supplemental Indenture” and, collectively with the Base Indenture, the Thirty-Sixth Supplemental Indenture, the Forty-Second Supplemental Indenture, the Fifty-First Supplemental Indenture and the Seventieth Supplemental Indenture, each as further supplemented and amended to the date hereof, the “Indenture”), dated as of January 27, 2014, 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 6.250% Senior Notes due 2022 (the “2022 Initial Notes”), and, subject to the terms of the One Hundred-Ninth Supplemental Indenture, future unlimited issuances of 6.250% Senior Notes due 2022 (the “2022 Additional Notes,” and together with the 2022 Initial Notes, the “2022 Notes,” which, collectively with the 2020 Notes, the 2018 Notes, the 2021 Notes and the 2023 Notes, are referred to herein as the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary 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 each of the Thirty-Sixth Supplemental Indenture, the Forty-Second Supplemental Indenture, the Fifty-First Supplemental Indenture and the Seventieth Supplemental Indenture, and Section 4.16 of the One Hundred-Ninth Supplemental Indenture, the Trustee, the Company and the Existing Guarantors are authorized and required to execute and deliver this Supplemental Indenture for Additional Guarantees.
NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary, 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; Guarantees. The 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. The 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, the Guaranteeing Subsidiary shall be deemed Guarantor for purposes of Article 10 of each of the Thirty-Sixth Supplemental Indenture, the Forty-Second Supplemental Indenture, the Fifty-First Supplemental Indenture, the Seventieth Supplemental Indenture and the One Hundred-Ninth Supplemental Indenture, including, without limitation, Section 10.02 thereof.
3. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
4. Counterparts. The parties may sign any number of copies of this Supplemental Indenture for Additional Guarantees. Each signed copy shall be an original, but all of them together represent the same agreement.
5. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture for Additional Guarantees or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary 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 SUBSIDIARY: | ||
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ALLIED HOME WARRANTY GP LLC | ||
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By: |
/s/ Xxxxxxx X. Xxx | |
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Name: |
Xxxxxxx X. Xxx |
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Title: |
Assistant Secretary |
Signature Page to One Hundred-Nineteenth Supplemental Indenture
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ISSUER: | ||
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By: |
/s/ Xxxxx Xxxxx | |
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Name: |
Xxxxx Xxxxx |
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Title: |
Corporate Secretary |
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EXISTING GUARANTORS: |
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ACE ENERGY, INC. |
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ALLIED WARRANTY LLC |
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XXXXXX KILL POWER LLC |
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ASTORIA GAS TURBINE POWER LLC |
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BAYOU COVE PEAKING POWER, LLC |
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BIDURENERGY, INC. |
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CABRILLO POWER I LLC |
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CABRILLO POWER II LLC |
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CARBON MANAGEMENT SOLUTIONS LLC |
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CIRRO ENERGY SERVICES, INC. |
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CIRRO GROUP, INC. |
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CLEAN EDGE ENERGY LLC |
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CONEMAUGH POWER LLC |
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CONNECTICUT JET POWER 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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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 ALTERNATIVES WHOLESALE, LLC |
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ENERGY CHOICE SOLUTIONS LLC |
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ENERGY PLUS HOLDINGS LLC |
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ENERGY PLUS NATURAL GAS LLC |
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EVERYTHING ENERGY LLC |
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FORWARD HOME SECURITY, LLC |
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GCP FUNDING COMPANY, LLC |
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GREEN MOUNTAIN ENERGY COMPANY |
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XXXXXXX PARTNERS, LLC |
Signature Page to One Hundred-Nineteenth Supplemental Indenture
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XXXXXXX POWER PARTNERS LLC |
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XXXXXXX POWER LLC |
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INDEPENDENCE ENERGY ALLIANCE LLC |
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INDEPENDENCE ENERGY GROUP LLC |
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INDEPENDENCE ENERGY NATURAL GAS 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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XXXXXXXX WIND POWER, LLC |
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LOUISIANA GENERATING 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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NEW XXXXX XX, LLC |
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NORWALK POWER LLC |
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NRG ADVISORY SERVICES LLC |
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NRG AFFILIATE SERVICES INC. |
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NRG ARTESIAN ENERGY LLC |
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NRG XXXXXX 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 BUSINESS SERVICES LLC |
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NRG BUSINESS SOLUTIONS 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 CONNECTED HOME LLC |
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NRG CONNECTICUT AFFILIATE SERVICES INC. |
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NRG CURTAILMENT SOLUTIONS HOLDINGS LLC |
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NRG CURTAILMENT SOLUTIONS, INC. |
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NRG DEVELOPMENT COMPANY INC. |
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NRG DEVON OPERATIONS INC. |
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NRG DISPATCH SERVICES LLC |
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NRG DISTRIBUTED GENERATION PR LLC |
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NRG DUNKIRK OPERATIONS INC. |
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NRG ECOKAP HOLDINGS LLC |
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NRG EL SEGUNDO OPERATIONS INC. |
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NRG ENERGY EFFICIENCY-L LLC |
Signature Page to One Hundred-Nineteenth Supplemental Indenture
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NRG ENERGY EFFICIENCY-P LLC |
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NRG ENERGY LABOR SERVICES LLC |
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NRG ENERGY SERVICES GROUP LLC |
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NRG ENERGY SERVICES INTERNATIONAL INC. |
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NRG ENERGY SERVICES LLC |
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NRG GENERATION HOLDINGS, INC. |
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NRG GREENCO LLC |
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NRG HOME & BUSINESS SOLUTIONS LLC |
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NRG HOME SERVICES LLC |
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NRG HOME SOLUTIONS LLC |
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NRG HOME SOLUTIONS PRODUCT LLC |
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NRG XXXXX CITY SERVICES LLC |
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NRG HQ DG LLC |
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NRG XXXXXXX OPERATIONS INC. |
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NRG IDENTITY PROTECT LLC |
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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 NEW ROADS HOLDINGS LLC |
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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 PORTABLE POWER LLC |
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NRG POWER MARKETING LLC |
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NRG RENTER’S PROTECTION LLC |
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NRG RETAIL LLC |
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NRG RETAIL NORTHEAST LLC |
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NRG ROCKFORD ACQUISITION LLC |
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NRG SAGUARO OPERATIONS INC. |
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NRG SECURITY LLC |
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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. |
Signature Page to One Hundred-Nineteenth Supplemental Indenture
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NRG SPV #1 LLC | ||
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NRG TEXAS C&I SUPPLY LLC | ||
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NRG TEXAS XXXXXXX LLC | ||
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NRG TEXAS HOLDING INC. | ||
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NRG TEXAS LLC | ||
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NRG TEXAS POWER LLC | ||
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NRG WARRANTY SERVICES 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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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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RERH HOLDINGS, LLC | ||
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SAGUARO POWER LLC | ||
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SOMERSET OPERATIONS INC. | ||
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SOMERSET POWER LLC | ||
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TEXAS GENCO FINANCING CORP. | ||
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TEXAS XXXXX XX, LLC | ||
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TEXAS GENCO HOLDINGS, INC. | ||
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TEXAS GENCO OPERATING SERVICES, 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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By: |
/s/ Xxxxxxx X. Xxx | |
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Name: |
Xxxxxxx X. Xxx |
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Title: |
Assistant Secretary |
Signature Page to One Hundred-Nineteenth Supplemental Indenture
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NRG CONSTRUCTION LLC | ||
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NRG MAINTENANCE SERVICES LLC | ||
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NRG RELIABILITY SOLUTIONS LLC | ||
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By: |
/s/ Xxxxxx Xxxxx | |
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Name: |
Xxxxxx Xxxxx |
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Title: |
Treasurer |
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ENERGY PROTECTION INSURANCE COMPANY | ||
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By: |
/s/ Xxxxx X. Xxxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxxx |
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Title: |
Secretary |
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COTTONWOOD ENERGY COMPANY LP | ||
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By: |
/s/ Xxxxxxx X. Xxx | |
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Name: |
Xxxxxxx X. Xxx |
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Title: |
Assistant Secretary |
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COTTONWOOD TECHNOLOGY PARTNERS LP | ||
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By: |
/s/ Xxxxxxx X. Xxx | |
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Name: |
Xxxxxxx X. Xxx |
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Title: |
Assistant Secretary |
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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/ Xxxxxxx X. Xxx | |
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Name: |
Xxxxxxx X. Xxx |
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Title: |
Assistant Secretary |
Signature Page to One Hundred-Nineteenth Supplemental Indenture
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NRG SOUTH TEXAS LP | ||
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By: Texas Xxxxx XX, LLC, its General Partner | ||
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By: |
/s/ Xxxxxxx X. Xxx | |
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Name: |
Xxxxxxx X. Xxx |
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Title: |
Assistant Secretary |
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TEXAS GENCO SERVICES, LP | ||
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By: New Xxxxx XX, LLC, its General Partner | ||
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By: |
/s/ Xxxxxxx X. Xxx | |
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Name: |
Xxxxxxx. X. Xxx |
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Title: |
Assistant Secretary |
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TEXAS XXXXX XX, LLC | ||
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By: |
/s/ Xxxxxxxxxxx X’Xxxx | |
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Name: |
Xxxxxxxxxxx X’Xxxx |
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Title: |
Manager |
Signature Page to One Hundred-Nineteenth 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/ Xxxxx X. Xxxxxx | |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
Managing Director |
Signature Page to One Hundred-Nineteenth Supplemental Indenture
