EX-4.3 4 a16-15335_1ex4d3.htm EX-4.3

Exhibit 4.3

 

SECOND SUPPLEMENTAL INDENTURE FOR
ADDITIONAL SUBSIDIARY GUARANTEES

 

SECOND 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. (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 “Base Indenture”), dated as of May 23, 2016, between the Company and the Trustee, as amended by a Supplemental Indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), dated as of May 23, 2016, among the Company, the Guarantors named therein and the Trustee, providing for the original issuance of an aggregate principal amount of $1,000,000,000 of 7.250% Senior Notes due 2026 (the “Initial Notes”), and, subject to the terms of the First Supplemental Indenture, future issuances of 7.250% Senior Notes due 2026 (the “Additional Notes,” and, together with the Initial Notes, 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 on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and

 

WHEREAS, pursuant to Sections 4.10 and 9.01 of the First Supplemental 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 Subsidiary 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 Supplemental Indenture.

 

2.                                      AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby becomes a party to the Supplemental Indenture as a Guarantor 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 Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Supplemental Indenture including but not limited to Article 10 thereof.

 

3.                                      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.

 


 

4.                                      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.

 

5.                                      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.

 

6.                                      EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

 

7.                                      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.

 

8.                                      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.

 

[Signature Pages Follow]

 

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 SUBSIDIARY:

 

 

 

ALLIED HOME WARRANTY GP LLC

 

 

 

 

 

 

 

By:

/s/ Deborah R. Fry

 

 

Name:

Deborah R. Fry

 

 

Title:

Assistant Secretary

 

Signature Page to Second Supplemental Indenture

 


 

 

ISSUER:

 

 

 

NRG ENERGY, INC.

 

 

 

 

 

 

By:

/s/ Brian Curci

 

 

Name:

Brian Curci

 

 

Title:

Corporate Secretary

 

 

 

EXISTING GUARANTORS:

 

 

 

ACE ENERGY, INC.

 

ALLIED WARRANTY LLC

 

ARTHUR 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 LLC

 

EL SEGUNDO POWER LLC

 

EL SEGUNDO POWER II LLC

 

ENERGY ALTERNATIVES WHOLESALE, LLC

 

ENERGY CHOICE SOLUTIONS LLC

 

ENERGY PLUS HOLDINGS LLC

 

ENERGY PLUS NATURAL GAS LLC

 

EVERYTHING ENERGY LLC

 

FORWARD HOME SECURITY, LLC

 

GCP FUNDING COMPANY, LLC

 

GREEN MOUNTAIN ENERGY COMPANY

 

GREGORY PARTNERS, LLC

 

Signature Page to Second Supplemental Indenture

 


 

 

GREGORY POWER PARTNERS LLC

 

HUNTLEY 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

 

LANGFORD 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 GENCO GP, LLC

 

NORWALK POWER LLC

 

NRG ADVISORY SERVICES LLC

 

NRG AFFILIATE SERVICES INC.

 

NRG ARTESIAN ENERGY LLC

 

NRG ARTHUR 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 ENERGY EFFICIENCY-L LLC

 

Signature Page to Second Supplemental Indenture

 


 

 

NRG ENERGY EFFICIENCY-P LLC

 

NRG ENERGY LABOR SERVICES LLC

 

NRG ENERGY SERVICES GROUP LLC

 

NRG ENERGY SERVICES INTERNATIONAL INC.

 

NRG ENERGY SERVICES LLC

 

NRG GENERATION HOLDINGS, INC.

 

NRG GREENCO LLC

 

NRG HOME & BUSINESS SOLUTIONS LLC

 

NRG HOME SERVICES LLC

 

NRG HOME SOLUTIONS LLC

 

NRG HOME SOLUTIONS PRODUCT LLC

 

NRG HOMER CITY SERVICES LLC

 

NRG HQ DG LLC

 

NRG HUNTLEY 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.

 

Signature Page to Second Supplemental Indenture

 


 

 

 

 

 

NRG SPV #1 LLC

 

NRG TEXAS C&I SUPPLY LLC

 

NRG TEXAS GREGORY 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 GP, LLC

 

TEXAS GENCO HOLDINGS, INC.

 

TEXAS GENCO OPERATING SERVICES, LLC

 

US RETAILERS LLC

 

VIENNA OPERATIONS INC.

 

VIENNA POWER LLC

 

WCP (GENERATION) HOLDINGS LLC

 

WEST COAST POWER LLC

 

 

 

By:

/s/ Deborah R. Fry

 

 

Name:

Deborah R. Fry

 

 

Title:

Assistant Secretary

 

Signature Page to Second Supplemental Indenture

 


 

 

NRG CONSTRUCTION LLC

 

NRG MAINTENANCE SERVICES LLC

 

NRG RELIABILITY SOLUTIONS LLC

 

 

 

 

 

By:

/s/ Rachel Smith

 

 

Name:

Rachel Smith

 

 

Title:

Treasurer

 

 

 

 

 

ENERGY PROTECTION INSURANCE COMPANY

 

 

 

 

 

By:

/s/ Kevin P. Malcarney

 

 

Name:

Kevin P. Malcarney

 

 

Title:

Secretary

 

 

 

 

 

COTTONWOOD ENERGY COMPANY LP

 

 

 

 

 

By:

/s/ Deborah R. Fry

 

 

Name:

Deborah R. Fry

 

 

Title:

Assistant Secretary

 

 

 

 

 

COTTONWOOD TECHNOLOGY PARTNERS LP

 

 

 

 

 

By:

/s/ Deborah R. Fry

 

 

Name:

Deborah R. Fry

 

 

Title:

Assistant Secretary

 

 

 

 

 

NRG ILION LIMITED PARTNERSHIP

 

By: NRG Rockford Acquisition LLC, its General Partner

 

 

 

 

 

By:

/s/ Deborah R. Fry

 

 

Name:

Deborah R. Fry

 

 

Title:

Assistant Secretary

 

Signature Page to Second Supplemental Indenture

 


 

 

NRG SOUTH TEXAS LP

 

By: Texas Genco GP, LLC, its General Partner

 

 

 

 

 

By:

/s/ Deborah R. Fry

 

 

Name:

Deborah R. Fry

 

 

Title:

Assistant Secretary

 

 

 

 

 

TEXAS GENCO SERVICES, LP

 

By: New Genco GP, LLC, its General Partner

 

 

 

 

 

By:

/s/ Deborah R. Fry

 

 

Name:

Deborah. R. Fry

 

 

Title:

Assistant Secretary

 

 

 

 

 

TEXAS GENCO LP, LLC

 

 

 

 

 

By:

/s/ Christopher O’Hara

 

 

Name:

Christopher O’Hara

 

 

Title:

Manager

 

Signature Page to Second Supplemental Indenture

 


 

 

LAW DEBENTURE TRUST COMPANY OF NEW YORK,

 

as Trustee

 

 

 

By:

/s/ James D. Heaney

 

 

Name:

James D. Heaney

 

 

Title:

Managing Director

 

Signature Page to Second Supplemental Indenture