TWENTY-THIRD SUPPLEMENTAL INDENTURE ADDITIONAL SUBSIDIARY GUARANTEES
Exhibit 4.1
TWENTY-THIRD SUPPLEMENTAL INDENTURE
ADDITIONAL SUBSIDIARY GUARANTEES
ADDITIONAL SUBSIDIARY GUARANTEES
Twenty-Third Supplemental Indenture (this “Supplemental Indenture for Additional
Guarantees”), dated as of July 14, 2009, among Xxxxxxxx Wind Power, LLC, NRG Texas C&I Supply LLC,
NRG Texas Holding Inc., Reliant Energy Services Texas, LLC and Reliant Energy Texas Retail, LLC
(each a “Guaranteeing Subsidiary” and together, the “Guaranteeing Subsidiaries”), each an indirect
subsidiary 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 indentures referred to below (the
“Trustee”).
WITNESSETH
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 Twenty-Second Supplemental Indenture (the “Supplemental Indenture” and, together with the Base
Indenture, the “Indenture”), dated as of June 5, 2009, among the Company, the Guarantors named
therein and the Trustee, providing for the original issuance of an aggregate principal amount of
$700 million of 8.50% Senior Notes due 2019 (the “Initial Notes”), and, subject to the terms of the
Supplemental Indenture, future unlimited issuances of 8.50% Senior Notes due 2019 (the “Additional
Notes,” and together with the Initial Notes, the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which such
Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the
Notes and the Indenture (each a “Subsidiary Guarantee” and together, the “Subsidiary Guarantees”);
and
WHEREAS, pursuant to Section 4.17 of the 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, each of 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. 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 Supplemental Indenture.
2. Agreement to be Bound; Guarantee. Each Guaranteeing Subsidiary hereby becomes a party to
the 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. Each Guaranteeing
Subsidiary hereby agrees to be bound by all of the provisions of the Supplemental Indenture
applicable to a Guarantor and to perform all of the Obligations and agreements of a Guarantor under
the Supplemental Indenture. In furtherance of the foregoing, each Guaranteeing Subsidiary shall be
deemed a Guarantor for purposes of Article 10 of the Supplemental Indenture, including, without
limitation, Section 10.02 thereof.
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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 each
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.
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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: XXXXXXXX WIND POWER, LLC NRG TEXAS C&I SUPPLY LLC NRG TEXAS HOLDING INC. RELIANT ENERGY SERVICES TEXAS, LLC RELIANT ENERGY TEXAS RETAIL, LLC |
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By: | /s/ Xxxxxxxxxxx Xxxxx | |||
Name: | Xxxxxxxxxxx Xxxxx | |||
Title: | Treasurer | |||
Issuer: NRG ENERGY, INC. |
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By: | /s/ Xxxxxxxxxxx Xxxxx | |||
Name: | Xxxxxxxxxxx Xxxxx | |||
Title: | Vice President and Treasurer | |||
Other 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. |
Signature Page to Twenty-Third Supplemental Indenture
INDIAN RIVER POWER LLC
XXXXX RIVER POWER LLC
XXXXXXX XXXXX XX
KEYSTONE POWER LLC
LAKE ERIE PROPERTIES INC.
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.
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
XXXXX RIVER POWER LLC
XXXXXXX XXXXX XX
KEYSTONE POWER LLC
LAKE ERIE PROPERTIES INC.
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.
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
Signature Page to Twenty-Third Supplemental Indenture
NRG SOUTH CENTRAL OPERATIONS INC. NRG TEXAS LLC NRG TEXAS POWER LLC NRG WEST COAST LLC NRG WESTERN AFFILIATE SERVICES INC. OSWEGO HARBOR POWER LLC PADOMA WIND POWER, 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 XXXXX XX, LLC TEXAS GENCO HOLDINGS, INC. TEXAS GENCO OPERATING SERVICES, LLC VIENNA OPERATIONS INC. VIENNA POWER LLC WCP (GENERATION) HOLDINGS LLC WEST COAST POWER LLC |
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By: | /s/ Xxxxxxxxxxx Xxxxx | |||
Name: | Xxxxxxxxxxx Xxxxx | |||
Title: | Treasurer | |||
GCP FUNDING COMPANY, LLC TEXAS XXXXX XX, LLC |
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By: | /s/ Xxxxxxxxxxx Xxxxx | |||
Name: | Xxxxxxxxxxx Xxxxx | |||
Title: | Manager | |||
NRG SOUTH TEXAS LP |
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By: | Texas Xxxxx XX, LLC, its General Partner | |||
By: | /s/ Xxxxxxxxxxx Xxxxx | |||
Name: | Xxxxxxxxxxx Xxxxx | |||
Title: | Vice President and Treasurer |
Signature Page to Twenty-Third Supplemental Indenture
TEXAS GENCO SERVICES, LP |
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By: | New Xxxxx XX, LLC, its General Partner | |||
By: | /s/ Xxxxxxxxxxx Xxxxx | |||
Name: | Xxxxxxxxxxx Xxxxx | |||
Title: | Vice President and Treasurer | |||
NRG CONSTRUCTION LLC |
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By: | /s/ Xxxxxx Xxxxx | |||
Name: | Xxxxxx Xxxxx | |||
Title: | Treasurer | |||
Attest: |
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By: | /s/ Xxxxxx X. Xxxxx | |||
Name: | Xxxxxx X. Xxxxx | |||
Title: | Corporate Secretary, NRG Energy, Inc. |
Signature Page to Twenty-Third Supplemental Indenture
LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee |
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By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Managing Director |
Signature Page to Twenty-Third Supplemental Indenture