TWENTY-FOURTH SUPPLEMENTAL INDENTURE FOR ADDITIONAL SUBSIDIARY GUARANTEES
Exhibit 4.1
TWENTY-FOURTH SUPPLEMENTAL INDENTURE FOR
ADDITIONAL SUBSIDIARY GUARANTEES
ADDITIONAL SUBSIDIARY GUARANTEES
Twenty-Fourth Supplemental Indenture (this “Supplemental Indenture for Additional
Guarantees”), dated as of October 5, 2009, among NRG Retail LLC, Reliant Energy Power Supply, LLC,
Reliant Energy Retail Holdings, LLC, RERH Holdings, LLC, Reliant Energy Retail Services, LLC and RE
Retail Receivables, 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 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 April 28, 2009,
among the Company, the Guaranteeing Subsidiary, the Existing Guarantors party thereto and the
Trustee, and a nineteenth supplemental indenture, dated as of May 8, 2009, among the Company, the
Existing Guarantors and the Trustee (the “Nineteenth 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 and the Sixteenth 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 other 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 other Guarantors mutually covenant and agree for the equal and ratable benefit of the
Holders of the Notes as follows:
1
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 party to the
First Supplemental Indenture as a Guarantor and as such will have all of the rights and be subject
to all of the Obligations and agreements of a Guarantor under the Indenture. 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 a Guarantor 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.
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: | ||||||
| RELIANT ENERGY POWER SUPPLY, LLC | ||||||
| By: | /s/ Xxxxxxxxxxx Xxxxx | |||||
| Name: | Xxxxxxxxxxx Xxxxx | |||||
| Title: | Vice President | |||||
| RELIANT ENERGY RETAIL HOLDINGS, LLC | ||||||
| By: | /s/ Xxxxxxxxxxx Xxxxx | |||||
| Name: | Xxxxxxxxxxx Xxxxx | |||||
| Title: | Vice President | |||||
| RERH HOLDINGS, LLC | ||||||
| By: | /s/ Xxxxxxxxxxx Xxxxx | |||||
| Name: | Xxxxxxxxxxx Xxxxx | |||||
| Title: | Vice President | |||||
| RELIANT ENERGY RETAIL SERVICES, LLC | ||||||
| By: | /s/ Xxxxxxxxxxx Xxxxx | |||||
| Name: | Xxxxxxxxxxx Xxxxx | |||||
| Title: | Vice President | |||||
| RE RETAIL RECEIVABLES, LLC | ||||||
| By: | /s/ Xxxxxxxxxxx Xxxxx | |||||
| Name: | Xxxxxxxxxxx Xxxxx | |||||
| Title: | Vice President | |||||
| NRG RETAIL LLC | ||||||
| By: | /s/ Xxxxxxxxxxx Xxxxx | |||||
| Name: | Xxxxxxxxxxx Xxxxx | |||||
| Title: | Vice President | |||||
Signature Page to Twenty-Fourth Supplemental Indenture
| Issuer: | ||||||
| NRG ENERGY, INC. | ||||||
| By: | /s/ Xxxxxxxxxxx Xxxxx | |||||
| Name: | Xxxxxxxxxxx Xxxxx | |||||
| Title: | Vice President & Treasurer | |||||
| Existing Guarantors: | ||||||
| XXXXXX 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 CHICKAHOMINY RIVER ENERGY CORP. COMMONWEALTH ATLANTIC POWER 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 HANOVER ENERGY COMPANY XXXXXXX SUMMIT WIND PROJECT, LLC XXXXXXX IGCC LLC XXXXXXX POWER LLC INDIAN RIVER IGCC LLC INDIAN RIVER OPERATIONS INC. INDIAN RIVER POWER LLC XXXXX RIVER POWER LLC XXXXXXX XXXXX XX KEYSTONE POWER LLC LAKE ERIE PROPERTIES INC. XXXXXXXX WIND POWER, LLC LOUISIANA GENERATING LLC MIDDLETOWN POWER LLC MONTVILLE IGCC LLC MONTVILLE POWER LLC NEO XXXXXXX-GEN LLC NEO CORPORATION NEO FREEHOLD-GEN LLC NEO POWER SERVICES INC. NEW XXXXX XX, LLC NORWALK POWER LLC NRG AFFILIATE SERVICES INC. NRG XXXXXX KILL OPERATIONS INC. NRG ASIA-PACIFIC, LTD. |
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Signature Page to Twenty-Fourth Supplemental Indenture
| NRG ASTORIA GAS TURBINE OPERATIONS, INC. NRG BAYOU COVE LLC NRG CABRILLO POWER OPERATIONS INC. NRG CADILLAC 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 XXXXXXX OPERATIONS INC. NRG INTERNATIONAL LLC NRG XXXXXXX LLC NRG MESQUITE 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 ROCKY ROAD 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 PADOMA WIND POWER, LLC RELIANT ENERGY SERVICES TEXAS, LLC RELIANT ENERGY TEXAS RETAIL, LLC SAGUARO POWER LLC SAN XXXX XXXX WIND PROJECT II, LLC SOMERSET OPERATIONS INC. SOMERSET POWER LLC TEXAS GENCO FINANCING CORP. TEXAS XXXXX XX, LLC TEXAS GENCO HOLDINGS, INC. TEXAS GENCO OPERATING SERVICES, LLC VIENNA OPERATIONS INC. VIENNA POWER LLC |
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Signature Page to Twenty-Fourth Supplemental Indenture
| WCP (GENERATION) HOLDINGS LLC WEST COAST POWER LLC |
||||||
| By: | /s/ Xxxxxxxxxxx Xxxxx | |||||
| Name: | Xxxxxxxxxxx Xxxxx | |||||
| Title: | Treasurer | |||||
| GCP FUNDING COMPANY, LLC TEXAS XXXXX XX, LLC |
||||||
| By: | /s/ Xxxxxxxxxxx Xxxxx | |||||
| Name: | Xxxxxxxxxxx Xxxxx | |||||
| Title: | Management Board Member | |||||
| NRG SOUTH TEXAS LP | ||||||
| By: Texas Xxxxx XX, LLC, its General Partner | ||||||
| By: | /s/ Xxxxxxxxxxx Xxxxx | |||||
| Name: | Xxxxxxxxxxx Xxxxx | |||||
| Title: | Treasurer | |||||
| TEXAS GENCO SERVICES, LP | ||||||
| By: New Xxxxx XX, LLC, its General Partner | ||||||
| By: | /s/ Xxxxxxxxxxx Xxxxx | |||||
| Name: | Xxxxxxxxxxx Xxxxx | |||||
| Title: | Treasurer | |||||
| NRG CONSTRUCTION LLC | ||||||
| By: | /s/ Xxxxxx Xxxxx | |||||
| Name: | Xxxxxx Xxxxx | |||||
| Title: | Treasurer | |||||
| Attest: |
||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Corporate Secretary | |||
Signature Page to Twenty-Fourth Supplemental Indenture
LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee |
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| By: Name: |
/s/ Xxxxx X. Xxxxxx
|
|||||
| Title: | Managing Director | |||||
Signature Page to Twenty-Fourth Supplemental Indenture
