FOURTH SUPPLEMENTAL INDENTURE FOR ADDITIONAL SUBSIDIARY GUARANTEES

Exhibit 4.2

FOURTH SUPPLEMENTAL INDENTURE

FOR ADDITIONAL SUBSIDIARY GUARANTEES

FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture for Additional Guarantees”), dated as of November 24, 2014, among NRG Energy Efficiency-P LLC, a Delaware limited liability company, NRG Energy Efficiency-L LLC, a Delaware limited liability company, and NRG Distributed Generation PR LLC, a Delaware limited liability company (collectively, the “Guaranteeing Subsidiaries”), subsidiaries of NRG Energy, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein), 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 “Indenture”), dated as of April 21, 2014 providing for the issuance of 6.25% Senior Notes due 2024 (the “Notes”);

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 on the terms and conditions set forth herein (the “Subsidiary Guarantees”); and

WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture for Additional Guarantees.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. Agreement to Guarantee.  The Guaranteeing Subsidiaries hereby become parties to the Indenture as Guarantors and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiaries hereby agree to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Subsidiary Guarantees and in the Indenture including but not limited to Article 10 thereof.

4. No Recourse Against Others.  No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  The waiver may not be effective to waive liabilities under the federal securities laws.

5. 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 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.

6. 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.

7. Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

8. 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.

9. 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]

2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture for Additional Guarantees to be duly executed and attested, all as of the date first above written.

	GUARANTEEING SUBSIDIARIES:
	NRG ENERGY EFFICIENCY-P LLC
	NRG ENERGY EFFICIENCY-L LLC
	NRG DISTRIBUTED GENERATION PR LLC
	By:	/s/ Gaetan Frotte
		Name: Gaetan Frotte
		Title:   Vice President and Treasurer

Signature Page to Fourth Supplemental Indenture

	ISSUER:
	NRG ENERGY, INC.
	By:	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title:   Corporate Secretary
	EXISTING GUARANTORS:
	XXXXXX KILL POWER LLC
	ASTORIA GAS TURBINE POWER LLC
	BAYOU COVE PEAKING POWER, LLC
	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 LLC
	EL SEGUNDO POWER, LLC
	EL SEGUNDO POWER II LLC
	ENERGY PLUS HOLDINGS LLC
	ENERGY PLUS NATURAL GAS LLC
	ENERGY PROTECTION INSURANCE COMPANY
	EVERYTHING ENERGY 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

Signature Page to Fourth Supplemental Indenture

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 ARTESIAN ENERGY LLC

NRG XXXXXX KILL OPERATIONS INC.

NRG ASTORIA GAS TURBINE OPERATIONS INC.

NRG BAYOU COVE LLC

NRG BUSINESS SOLUTIONS 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 DISPATCH SERVICES LLC

NRG DUNKIRK OPERATIONS INC.

NRG EL SEGUNDO OPERATIONS INC.

NRG ENERGY SERVICES GROUP LLC

NRG GENERATION HOLDINGS, INC.

NRG HOME & BUSINESS SOLUTIONS LLC

NRG HOME SOLUTIONS PRODUCT 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 NORTH CENTRAL OPERATIONS INC.

NRG NORTHEAST AFFILIATE SERVICES INC.

NRG NORWALK HARBOR OPERATIONS INC.

NRG OPERATING SERVICES, INC.

NRG OSWEGO HARBOR POWER OPERATIONS INC.

Signature Page to Fourth Supplemental Indenture

	NRG PACGEN INC.
	NRG PORTABLE POWER LLC
	NRG POWER MARKETING LLC
	NRG RENTER’S PROTECTION LLC
	NRG RETAIL 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 TEXAS C&I SUPPLY 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
	RERH HOLDINGS, LLC
	RE RETAIL RECEIVABLES, LLC
	RELIANT ENERGY NORTHEAST LLC
	RELIANT ENERGY POWER SUPPLY LLC
	RELIANT ENERGY RETAIL HOLDINGS, LLC
	RELIANT ENERGY RETAIL SERVICES, 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/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title:   Assistant Secretary

Signature Page to Fourth Supplemental Indenture

	COTTONWOOD ENERGY COMPANY LP
	By:	Cottonwood Generating Partners I LLC, its General Partner
		By:	/s/ Xxxxx Xxxxxxxx
			Name: Xxxxx Xxxxxxxx
			Title:   Assistant Secretary
	COTTONWOOD TECHNOLOGY PARTNERS LP
	By:	Cottonwood Generating Partners I LLC, its General Partner
		By:	/s/ Xxxxx Xxxxxxxx
			Name: Xxxxx Xxxxxxxx
			Title:   Assistant Secretary
	FORWARD HOME SECURITY, LLC
	GCP FUNDING COMPANY, LLC
	NRG ENERGY SERVICES INTERNATIONAL INC.
	NRG RETAIL NORTHEAST LLC
	NRG CONNECTED HOME LLC
	By:	/s/ Xxxxxxxxx XxXxxxxxx
		Name: Xxxxxxxxx XxXxxxxxx
		Title:   Assistant Secretary
	ACE ENERGY, INC.
	ALLIED WARRANTY LLC
	BIDURENERGY, INC.
	ENERGY CURTAILMENT SPECIALISTS, INC.
	LONE STAR A/C & APPLIANCE REPAIR, LLC
	NRG CURTAILMENT SOLUTIONS LLC
	NRG CONSTRUCTION LLC
	NRG ENERGY LABOR SERVICES LLC
	NRG ENERGY SERVICES LLC
	NRG HOME SOLUTIONS LLC
	NRG XXXXX CITY SERVICES LLC
	NRG MAINTENANCE SERVICES LLC
	NRG RELIABILITY SOLUTIONS LLC
	By:	/s/ Gaetan Frotte
		Name: Gaetan Frotte
		Title:   Vice President and Treasurer

Signature Page to Fourth Supplemental Indenture

	NRG ILION LIMITED PARTNERSHIP
	By: NRG Rockford Acquisition LLC, its General Partner
		By:	/s/ Xxxxx Xxxxxxxx
			Name: Xxxxx Xxxxxxxx
			Title:   Assistant Secretary
	NRG SOUTH TEXAS LP
	By: Texas Xxxxx XX, LLC, its General Partner
	By:	/s/ Xxxxxxxxx XxXxxxxxx
		Name: Xxxxxxxxx XxXxxxxxx
		Title:   Assistant Secretary
	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
	ENERGY ALTERNATIVES WHOLESALE, LLC
	GREEN MOUNTAIN ENERGY COMPANY
	XXXXXXX PARTNERS, LLC
	XXXXXXX POWER PARTNERS LLC
	NEW XXXXX XX, LLC
	NRG TEXAS XXXXXXX LLC
	NRG TEXAS LLC
	NRG TEXAS POWER LLC
	TEXAS GENCO FINANCING CORP.
	TEXAS GENCO HOLDINGS, INC.
	TEXAS XXXXX XX, LLC
	TEXAS GENCO OPERATING SERVICES, LLC
	By:	/s/ G. Xxxx Xxxxxx
		Name: G. Xxxx Xxxxxx
		Title:   Vice President and Treasurer

Signature Page to Fourth Supplemental Indenture

	LOUISIANA GENERATING LLC
	NRG NEW ROADS HOLDINGS LLC
	NRG TEXAS HOLDING INC.
	By:	/s/ G. Xxxx Xxxxxx
		Name: G. Xxxx Xxxxxx
		Title:   Treasurer
	TEXAS XXXXX XX, LLC
	By:	/s/ G. Xxxx Xxxxxx
		Name: G. Xxxx Xxxxxx
		Title:   Manager

Signature Page to Fourth Supplemental Indenture

	LAW DEBENTURE TRUST COMPANY OF NEW YORK,
	as Trustee
	By:	/s/ Xxxxx X. Xxxxxx
		Name: Xxxxx X. Xxxxxx
		Title:   Managing Director

Signature Page to Fourth Supplemental Indenture