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Table of Contents
As filed with the Securities and Exchange Commission on March 22, 2013
No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NRG Energy, Inc.*
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
4911 (Primary Standard Industrial Classification Code Number) |
41-1724239 (I.R.S. Employer Identification No.) |
211 Carnegie Center, Princeton, NJ 08540
Telephone: (609) 524-4500
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
David R. Hill
Executive Vice President and General Counsel
211 Carnegie Center
Princeton, NJ 08540
Telephone: (609) 524-4500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Gerald T. Nowak, P.C.
Paul D. Zier
Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, Illinois 60654
(312) 862-2000
* The Co-Registrants listed on the next page are also included in this Form S-4 Registration Statement as additional Registrants.
Approximate date of commencement of proposed sale of the securities to the public:
The exchange will occur as soon as practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o
If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ý | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer): o
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer): o
CALCULATION OF REGISTRATION FEE
|
||||||
Title of Each Class of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price Per Unit(1) |
Amount of Registration Fee |
|||
---|---|---|---|---|---|---|
6.625% Senior Notes due 2023 |
$990,000,000 | 100% | $135,036 | |||
Guarantees related to the 6.625% Senior Notes due 2023(2) |
| | (3) | |||
|
The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Table of Additional Registrants
Exact Name of Additional Registrants*
|
Jurisdiction of Formation |
I.R.S. Employer Identification No. |
||||
---|---|---|---|---|---|---|
Allied Home Warranty GP LLC |
Delaware | 46-1559047 | ||||
Allied Warranty LLC |
Texas | 20-1813150 | ||||
Arthur Kill Power LLC |
Delaware | 41-1937649 | ||||
Astoria Gas Turbine Power LLC |
Delaware | 41-1937470 | ||||
Cabrillo Power I LLC |
Delaware | 76-0595964 | ||||
Cabrillo Power II LLC |
Delaware | 76-0595963 | ||||
Carbon Management Solutions LLC |
Delaware | 27-2238021 | ||||
Clean Edge Energy LLC |
Delaware | 27-2244275 | ||||
Conemaugh Power LLC |
Delaware | 41-1973743 | ||||
Connecticut Jet Power LLC |
Delaware | 41-1949386 | ||||
Cottonwood Development LLC |
Delaware | 52-2220177 | ||||
Cottonwood Energy Company LP |
Delaware | 76-0635621 | ||||
Cottonwood Generating Partners I LLC |
Delaware | 76-0635620 | ||||
Cottonwood Generating Partners II LLC |
Delaware | 52-2236732 | ||||
Cottonwood Generating Partners III LLC |
Delaware | 52-2236738 | ||||
Cottonwood Technology Partners LP |
Delaware | 76-0669423 | ||||
Devon Power LLC |
Delaware | 41-1949385 | ||||
Dunkirk Power LLC |
Delaware | 41-1937466 | ||||
Eastern Sierra Energy Company LLC |
California | 33-0299028 | ||||
El Segundo Power, LLC |
Delaware | 41-1893999 | ||||
El Segundo Power II LLC |
Delaware | 76-0663675 | ||||
Elbow Creek Wind Project LLC |
Texas | 26-0765836 | ||||
Energy Alternatives Wholesale, LLC |
Delaware | 455420194 | ||||
Energy Plus Holdings LLC |
Delaware | 74-3216390 | ||||
Energy Plus Natural Gas LLC |
Delaware | 27-3309340 | ||||
Energy Protection Insurance Company |
Vermont | 27-3660148 | ||||
Everything Energy LLC |
Delaware | 26-3576595 | ||||
GCP Funding Company, LLC |
Delaware | 33-0334380 | ||||
Green Mountain Energy Company |
Delaware | 03-0360441 | ||||
Green Mountain Energy Company (NY COM) LLC |
Delaware | 45-5124984 | ||||
Green Mountain Energy Company (NY RES) LLC |
Delaware | 45-5124752 | ||||
Huntley Power LLC |
Delaware | 41-1937468 | ||||
Independence Energy Alliance LLC |
Delaware | 45-1139369 | ||||
Independence Energy Group LLC |
Delaware | 27-4408520 | ||||
Independence Energy Natural Gas LLC |
Delaware | | ||||
Indian River Operations Inc. |
Delaware | 41-1973349 | ||||
Indian River Power LLC |
Delaware | 41-1973747 | ||||
Keystone Power LLC |
Delaware | 41-1973744 | ||||
Langford Wind Power, LLC |
Texas | 26-4418527 | ||||
Lone Star A/C & Appliance Repair, LLC |
Texas | 20-4278795 | ||||
Louisiana Generating LLC |
Delaware | 41-1870498 | ||||
Meriden Gas Turbines LLC |
Delaware | 41-1991989 | ||||
Middletown Power LLC |
Delaware | 41-1949384 | ||||
Montville Power LLC |
Delaware | 41-1949383 | ||||
NEO Corporation |
Minnesota | 41-1753235 | ||||
NEO Freehold-Gen LLC |
Delaware | 41-1980237 | ||||
NEO Power Services Inc. |
Delaware | 23-3043507 | ||||
New Genco GP, LLC |
Delaware | 02-0732611 | ||||
Norwalk Power LLC |
Delaware | 41-1949381 | ||||
NRG Affiliate Services Inc. |
Delaware | 41-1960764 |
Exact Name of Additional Registrants*
|
Jurisdiction of Formation |
I.R.S. Employer Identification No. |
||||
---|---|---|---|---|---|---|
NRG Artesian Energy LLC |
Delaware | 27-2243660 | ||||
NRG Arthur Kill Operations Inc. |
Delaware | 41-1939116 | ||||
NRG Astoria Gas Turbine Operations Inc. |
Delaware | 41-1939115 | ||||
NRG Bayou Cove LLC |
Delaware | 41-2016940 | ||||
NRG Cabrillo Power Operations Inc. |
Delaware | 41-1938132 | ||||
NRG California Peaker Operations LLC |
Delaware | 20-0088453 | ||||
NRG Cedar Bayou Development Company, LLC |
Delaware | 26-0601018 | ||||
NRG Connecticut Affiliate Services Inc. |
Delaware | 41-1952333 | ||||
NRG Construction LLC |
Delaware | 26-0496159 | ||||
NRG Development Company Inc. |
Delaware | 41-1959656 | ||||
NRG Devon Operations Inc. |
Delaware | 41-1950239 | ||||
NRG Dispatch Services LLC |
Delaware | 45-5214920 | ||||
NRG Dunkirk Operations Inc. |
Delaware | 41-1939114 | ||||
NRG El Segundo Operations Inc. |
Delaware | 41-1929997 | ||||
NRG Energy Labor Services LLC |
Delaware | 27-5345464 | ||||
NRG Energy Services Group LLC |
Delaware | 27-3915519 | ||||
NRG Energy Services LLC |
Delaware | 41-1978725 | ||||
NRG Generation Holdings, Inc. |
Delaware | 20-1911335 | ||||
NRG Home & Business Solutions LLC |
Delaware | 90-0835027 | ||||
NRG Home Solutions LLC |
Delaware | 46-1569642 | ||||
NRG Home Solutions Product LLC |
Delaware | 45-5215213 | ||||
NRG Homer City Services LLC |
Delaware | 30-0749587 | ||||
NRG Huntley Operations Inc. |
Delaware | 41-1939118 | ||||
NRG Identity Protect LLC |
Delaware | 45-5224616 | ||||
NRG Ilion Limited Partnership |
Delaware | 36-3783670 | ||||
NRG Ilion LP LLC |
Delaware | 41-2016939 | ||||
NRG International LLC |
Delaware | 41-1744096 | ||||
NRG Maintenance Services LLC |
Delaware | 20-8088165 | ||||
NRG Mextrans Inc. |
Delaware | 41-1951078 | ||||
NRG MidAtlantic Affiliate Services Inc. |
Delaware | 41-1996587 | ||||
NRG Middletown Operations Inc. |
Delaware | 41-1950236 | ||||
NRG Montville Operations Inc. |
Delaware | 41-1950237 | ||||
NRG New Jersey Energy Sales LLC |
Delaware | 03-0412726 | ||||
NRG New Roads Holdings LLC |
Delaware | 41-1968966 | ||||
NRG North Central Operations Inc. |
Delaware | 41-2004025 | ||||
NRG Northeast Affiliate Services Inc. |
Delaware | 41-1940300 | ||||
NRG Norwalk Harbor Operations Inc. |
Delaware | 41-1950238 | ||||
NRG Operating Services, Inc. |
Delaware | 41-1744095 | ||||
NRG Oswego Harbor Power Operations Inc. |
Delaware | 41-1939117 | ||||
NRG PacGen Inc. |
Delaware | 41-1889830 | ||||
NRG Power Marketing LLC |
Delaware | 41-1910737 | ||||
NRG Reliability Solutions LLC |
Delaware | 45-5411416 | ||||
NRG Renter's Protection LLC |
Delaware | 45-5224780 | ||||
NRG Retail LLC |
Delaware | 26-4341161 | ||||
NRG Rockford Acquisition LLC. |
Delaware | 41-2011003 | ||||
NRG Saguaro Operations Inc. |
Delaware | 41-2013262 | ||||
NRG Security LLC |
Delaware | 45-5215086 | ||||
NRG Services Corporation |
Delaware | 41-1841627 | ||||
NRG SimplySmart Solutions LLC |
Delaware | 27-4204481 | ||||
NRG South Central Affiliate Services Inc. |
Delaware | 41-1996193 | ||||
NRG South Central Generating LLC |
Delaware | 41-1963217 | ||||
NRG South Central Operations Inc. |
Delaware | 41-2002465 |
Exact Name of Additional Registrants*
|
Jurisdiction of Formation |
I.R.S. Employer Identification No. |
||||
---|---|---|---|---|---|---|
NRG South Texas LP |
Texas | 30-0083668 | ||||
NRG Texas C&I Supply LLC |
Delaware | 26-4555466 | ||||
NRG Texas Holding Inc. |
Delaware | 26-4775586 | ||||
NRG Texas LLC |
Delaware | 20-1504355 | ||||
NRG Texas Power LLC |
Delaware | 34-2019301 | ||||
NRG Unemployment Protection LLC |
Delaware | 45-5224676 | ||||
NRG Warranty Services LLC |
Delaware | 45-5224719 | ||||
NRG West Coast LLC |
Delaware | 41-1942517 | ||||
NRG Western Affiliate Services Inc. |
Delaware | 41-1949168 | ||||
O'Brien Cogeneration, Inc. II |
Delaware | 23-2414656 | ||||
ONSITE Energy, Inc. |
Oregon | 93-0910742 | ||||
Oswego Harbor Power LLC |
Delaware | 41-1937465 | ||||
RE Retail Receivables, LLC |
Delaware | 41-2046596 | ||||
Reliant Energy Northeast LLC |
Delaware | 32-0314140 | ||||
Reliant Energy Power Supply, LLC |
Delaware | 204823108 | ||||
Reliant Energy Retail Holdings, LLC |
Delaware | 76-0655580 | ||||
Reliant Energy Retail Services, LLC |
Delaware | 76-0655567 | ||||
RERH Holdings, LLC |
Delaware | 20-5222227 | ||||
Saguaro Power LLC |
Delaware | 41-2013654 | ||||
Somerset Operations Inc. |
Delaware | 41-1923722 | ||||
Somerset Power LLC |
Delaware | 41-1924606 | ||||
Texas Genco Financing Corp. |
Delaware | 27-0110393 | ||||
Texas Genco GP, LLC |
Texas | 75-3013803 | ||||
Texas Genco Holdings, Inc. |
Texas | 76-0695920 | ||||
Texas Genco LP, LLC |
Delaware | 30-0381697 | ||||
Texas Genco Operating Services LLC |
Delaware | 75-3172707 | ||||
Texas Genco Services, LP |
Texas | 38-3694336 | ||||
US Retailers LLC |
Delaware | 26-3576629 | ||||
Vienna Operations Inc. |
Delaware | 41-1973351 | ||||
Vienna Power LLC |
Delaware | 41-1973745 | ||||
WCP (Generation) Holdings LLC |
Delaware | 74-2922374 | ||||
West Coast Power LLC |
Delaware | 36-4301246 |
The name, address, including zip code of the agent for service for each of the additional Registrants is David R. Hill, Executive Vice President and General Counsel of NRG Energy, Inc., 211 Carnegie Center, Princeton, NJ 08540, Telephone: (609) 524-4500.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale is not permitted.
SUBJECT TO COMPLETION, DATED MARCH 22, 2013
PRELIMINARY PROSPECTUS
NRG Energy, Inc.
Exchange Offer for
$990,000,000 6.625% Senior Notes due 2023
We are offering to exchange:
up to $990,000,000 of our new 6.625% Senior Notes due 2023
(which we refer to as the "Exchange Notes")
for
a like amount of our outstanding 6.625% Senior Notes due 2023
(which we refer to as the "Old Notes")
We refer to the Exchange Notes and Old Notes collectively as the "notes."
Material Terms of Exchange Offer:
For a discussion of certain factors that you should consider before participating in this exchange offer, see "Risk Factors" beginning on page 12 of this prospectus.
Neither the SEC nor any state securities commission has approved the notes to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Each broker-dealer that receives Exchange Notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes where the Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, we will make this prospectus available, as amended or supplemented, to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."
, 2013
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the SEC. You can inspect and copy these reports, proxy statements and other information at the Public Reference Room of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. Our SEC filings will also be available to you on the SEC's website. The address of this site is http://www.sec.gov.
i
The SEC allows us to "incorporate by reference" the information we file with them into this prospectus, which means that we can disclose important information to you by referring you to those documents and those documents will be considered part of this prospectus. Information that we file later with the SEC will automatically update and supersede the previously filed information. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), until the completion of the exchange offer (other than portions of these documents deemed to be "furnished" or not deemed to be "filed," including the portions of these documents that are either (1) described in paragraphs (d)(1), (d)(2), (d)(3) or (e)(5) of Item 407 of Regulation S-K promulgated by the SEC or (2) furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, including any exhibits included with such Items):
Furthermore, all filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial filing of this registration statement and prior to effectiveness of the registration statement (other than portions of these documents deemed to be "furnished" or not deemed to be "filed," including the portions of these documents that are either (1) described in paragraphs (d)(1), (d)(2), (d)(3) or (e)(5) of Item 407 of Regulation S-K promulgated by the SEC or (2) furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, including any exhibits included with such Items) shall be deemed to be incorporated by reference into this prospectus.
If you make a request for such information in writing or by telephone, we will provide you, without charge, a copy of any or all of the information incorporated by reference in this prospectus. Any such request should be directed to:
NRG
Energy, Inc.
211 Carnegie Center
Princeton, NJ 08540
(609) 524-4500
Attention: General Counsel
You should rely only on the information contained in, or incorporated by reference in, this prospectus. We have not authorized anyone else to provide you with different or additional information. This prospectus does not offer to sell or solicit any offer to buy any notes in any jurisdiction where the offer or sale is unlawful. You should not assume that the information in this prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document.
ii
This summary highlights selected information appearing elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether to participate in this exchange offer. You should carefully read this summary together with the entire prospectus, including the information set forth in the section entitled "Risk Factors" and the information that is incorporated by reference into this prospectus. See the section entitled "Incorporation by Reference" for a further discussion on incorporation by reference.
Unless the context otherwise requires or as otherwise indicated, references in this prospectus to "NRG Energy," "NRG," the "Company, "we," "our" and "us" refer to NRG Energy, Inc. and its consolidated subsidiaries and references to "Issuer" refer to NRG Energy, Inc., exclusive of its subsidiaries.
We are a competitive power and energy company that aspires to be a leader in the way the industry and consumers think about, use, produce and deliver energy and energy services in major competitive power markets in the United States. First, at our core, we are a wholesale power generator engaged in the ownership and operation of power generation facilities; the trading of energy, capacity and related products; and the transacting in and trading of fuel and transportation services. Second, while leveraging our core wholesale power business, we are a retail energy company engaged in the supply of energy, services, and innovative, sustainable products to retail customers in competitive markets through multiple channels and brands like Reliant Energy, Green Mountain Energy, and Energy Plus. Finally, we are a clean energy leader and are focused on the deployment and commercialization of potentially disruptive technologies, like electric vehicles, small solar power, or distributed solar, projects, and smart meter technology, which have the potential to change the nature of the power supply industry.
The following table summarizes our global generation portfolio as of December 31, 2012, by operating segment, which includes 89 fossil fuel plants, four large solar power, or utility scale solar, facilities, and four wind farms, as well as distributed solar facilities. Also included are three natural gas plants, three utility scale solar facilities and additional distributed solar facilities currently under construction, and two utility scale facilities partially in-service. Megawatt, or MW, figures provided represent nominal summer net megawatt capacity of power generated as adjusted for our ownership position excluding capacity from inactive/mothballed units:
|
Fossil Fuel, Nuclear and Renewable (in MW) |
|||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Generation Type
|
Texas | East | South Central |
West | Other (Thermal) |
Alternative Energy |
Total Domestic |
Other (International) |
Total Global |
|||||||||||||||||||
Natural Gas |
5,510 | 7,655 | 3,820 | 7,520 | 105 | | 24,610 | | 24,610 | |||||||||||||||||||
Coal |
4,195 | 7,585 | 1,495 | | 15 | | 13,290 | 605 | 13,895 | |||||||||||||||||||
Oil |
| 6,030 | | | | | 6,030 | | 6,030 | |||||||||||||||||||
Nuclear |
1,175 | | | | | | 1,175 | | 1,175 | |||||||||||||||||||
Wind |
| | | | | 450 | 450 | | 450 | |||||||||||||||||||
Utility scale solar |
| | | | | 345 | 345 | | 345 | |||||||||||||||||||
Distributed solar |
| | | | | 40 | 40 | | 40 | |||||||||||||||||||
Total generation capacity |
10,880 | 21,270 | 5,315 | 7,520 | 120 | 835 | 45,940 | 605 | 46,545 | |||||||||||||||||||
Under Construction |
||||||||||||||||||||||||||||
Natural gas |
| | | 1,270 | | 75 | 1,345 | | 1,345 | |||||||||||||||||||
Utility Scale solar |
| | | | | 430 | 430 | | 430 | |||||||||||||||||||
Distributed solar |
| | | | | 5 | 5 | | 5 | |||||||||||||||||||
Total under construction |
| | | 1,270 | | 510 | 1,780 | | 1,780 | |||||||||||||||||||
1
In addition, our thermal assets provide steam and chilled water capacity of approximately 1,098 MW thermal equivalent through its district energy business.
Our generation facilities are primarily located in the United States and comprise generation facilities across the merit order. The sale of capacity and power from baseload and intermediate generation facilities accounts for a majority of our generation revenues. In addition, our generation portfolio provides us with opportunities to capture additional revenues by selling power during periods of peak demand, offering capacity or similar products, and providing ancillary services to support system reliability.
Our retail business arranges for the transmission and delivery of energy-related products to customers, bills customers, collects payments for products sold, and maintains call centers to provide customer service. The retail business sells products that range from system power to bundled products, which combine system power with protection products, energy efficiency and renewable energy solutions, or other value added products and services, including customer rewards offered through exclusive loyalty and affinity program partnerships. Based on metered locations, as of December 31, 2012, our retail business served approximately 2.2 million residential, small business, commercial and industrial customers.
Our investment in, and development of, new technologies is focused on identifying significant commercial opportunities and creating a comparative advantage for us. Our development and investment initiatives are primarily focused in the areas of distributed solar projects, solar thermal and solar photovoltaic, and also include other low-or no-green-house gas emitting energy generating sources, such as the fueling infrastructure for electric vehicle ecosystems.
GenOn Acquisition
On December 14, 2012, we completed the previously announced merger with GenOn Energy, Inc., or GenOn, in accordance with a merger agreement dated as of July 20, 2012, with GenOn continuing as a wholly-owned subsidiary of NRG. Details of the merger and its accounting treatment are described in our 2012 Form 10-K.
GenOn, a generator of wholesale electricity, has baseload, intermediate and peaking power generation facilities using coal, natural gas and oil, totaling approximately 21,440 MW. The acquisition is expected to enhance stockholder value by, among other things, enabling the combined company to capitalize on the following strategic advantages and opportunities:
Our business is focused on: (i) excellence in safety and operating performance of our existing assets; (ii) serving the energy needs of end-use residential, commercial and industrial customers in competitive markets through multiple brands and channels with a variety of retail energy products and services differentiated by innovative features, premium service, sustainability, and loyalty/affinity programs; (iii) optimal hedging of coal and nuclear generation and retail load operations, while retaining optionality on our intermediate and peaking facilities; (iv) repowering of power generation
2
assets at premium sites; (v) investment in, and deployment of, alternative energy technologies both in our wholesale and, particularly, in and around our retail business and our customers; (vi) pursuing selective acquisitions, joint ventures, divestitures and investments; and (vii) engaging in a proactive capital allocation plan focused on achieving the regular return of and on stockholder capital within the dictates of prudent balance sheet management.
We believe that the American energy industry is going to be increasingly impacted by the long-term societal trend towards sustainability which is both generational and irreversible. Moreover, the information technology-driven revolution which has enabled greater and easier personal choice in other sectors of the consumer economy will do the same in the American energy sector over the years to come. As a result, energy consumers will have increasing personal control over whom they buy their energy from, how that energy is generated and used and what environmental impact these individual choices will have. Our initiatives in this area of future growth are focused on: (i) renewables, with a concentration in solar development; (ii) electric vehicle ecosystems; (iii) customer-facing energy products and services, including smart energy services that give consumers individual energy insights, choices and convenience, a variety of renewable and energy efficiency products, and numerous loyalty and affinity options and tailored product and service bundles sold through unique retail sales channels; and (iv) construction of other forms of on-site clean power generation. Our advancements in each of these areas are driven by select acquisitions, joint ventures, and investments that are more fully described in our 2012 Form 10-K.
In summary, our business strategy is intended to maximize stockholder value through the production and sale of safe, reliable and affordable power to our customers in the markets served by us, while aggressively positioning us to meet the market's increasing demand for sustainable and low carbon energy solutions. This strategy is designed to enhance our core business of competitive power generation and mitigate the risk of declining power prices. We expect to become a leading provider of sustainable energy solutions that promotes national energy security, while utilizing our retail business to complement and advance both initiatives.
We are subject to a variety of risks related to our competitive position and business strategies. Some of the more significant challenges and risks include those associated with the operation of our power generation plants, volatility in power prices and fuel costs, our leveraged capital structure and extensive governmental regulation. See "Risk Factors" and the section entitled "Risk Factors Related to NRG Energy, Inc." of our 2012 Form 10-K for a discussion of the factors you should consider before deciding to participate in this exchange offer.
We were incorporated as a Delaware corporation on May 29, 1992. Our common stock is listed on the New York Stock Exchange under the symbol "NRG." Our headquarters and principal executive offices are located at 211 Carnegie Center, Princeton, New Jersey 08540. Our telephone number is (609) 524-4500. Our website is located at www.nrgenergy.com. The information on, or linked to, our website is not a part of this prospectus and is not incorporated in this prospectus by reference.
You can get more information regarding our business by reading our 2012 Form 10-K, and the other reports we file with the SEC. See "Incorporation by Reference."
3
On September 24, 2012, we sold, through a private placement exempt from the registration requirements of the Securities Act, $990,000,000 of our 6.625% Senior Notes due 2023, which are eligible to be exchanged for Exchange Notes. We refer to these notes as "Old Notes" in this prospectus.
Simultaneously with the private placement, we entered into a registration rights agreement with the initial purchasers of the Old Notes (the "Registration Rights Agreement"). Under the Registration Rights Agreement, we are required to use our commercially reasonable efforts to cause a registration statement for substantially identical notes, which will be issued in exchange for the Old Notes, to be filed with the SEC within 180 days of the date of issuance of the Old Notes and to cause such registration statement to become effective within 270 days of the date of issuance of the Old Notes. We refer to the notes to be registered under this exchange offer registration statement as "Exchange Notes" and collectively with the Old Notes, we refer to them as the "notes" in this prospectus. You may exchange your Old Notes for the applicable Exchange Notes in this exchange offer. You should read the discussion under the headings "Summary of Terms of Exchange Notes," "Exchange Offer" and "Description of the Notes" for further information regarding the Exchange Notes.
Exchange Notes offered |
$990,000,000 aggregate principal amount of 6.625% Senior Notes due 2023. | |
Exchange offer |
We are offering to exchange the Old Notes for a like principal amount at maturity of the Exchange Notes. Old Notes may be exchanged only in minimum principal amounts of $2,000 and integral multiples of $1,000 in excess thereof. The exchange offer is being made pursuant to the Registration Rights Agreement which grants the initial purchasers and any subsequent holders of the Old Notes certain exchange and registration rights. This exchange offer is intended to satisfy those exchange and registration rights with respect to the Old Notes. After the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your Old Notes. |
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Expiration date; Withdrawal of tender |
The exchange offer will expire at 11:59 p.m., New York City time, on , 2013, or a later time if we choose to extend this exchange offer in our sole and absolute discretion. You may withdraw your tender of Old Notes at any time prior to 11:59 p.m., New York City time, on the expiration date. All outstanding Old Notes that are validly tendered and not validly withdrawn will be exchanged. Any Old Notes not accepted by us for exchange for any reason will be returned to you at our expense promptly after the expiration or termination of the exchange offer. |
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Resales |
We believe that you can offer for resale, resell and otherwise transfer the Exchange Notes without complying with the registration and prospectus delivery requirements of the Securities Act so long as: |
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you acquire the Exchange Notes in the ordinary course of business; |
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you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the Exchange Notes; |
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you are not an affiliate of ours; and |
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you are not a broker-dealer. |
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If any of these conditions is not satisfied and you transfer any Exchange Notes without delivering a proper prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act. We do not assume, or indemnify you against, any such liability. |
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Broker-Dealer |
Each broker-dealer acquiring Exchange Notes issued for its own account in exchange for Old Notes, which it acquired through market-making activities or other trading activities, must acknowledge that it will deliver a proper prospectus when any Exchange Notes issued in the exchange offer are transferred. A broker-dealer may use this prospectus for an offer to resell, a resale or other retransfer of the Exchange Notes issued in the exchange offer. See "Plan of Distribution." |
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Conditions to the exchange offer |
Our obligation to accept for exchange, or to issue the Exchange Notes in exchange for, any Old Notes is subject to certain customary conditions, including our determination that the exchange offer does not violate any law, statute, rule, regulation or interpretation by the Staff of the SEC or any regulatory authority or other foreign, federal, state or local government agency or court of competent jurisdiction, some of which may be waived by us. We currently expect that each of the conditions will be satisfied and that no waivers will be necessary. See "Exchange OfferConditions to the exchange offer." |
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Procedures for tendering Old Notes Held in the Form of Book-Entry interests |
The Old Notes were issued as global securities and were deposited upon issuance with Law Debenture Trust Company of New York, which issued uncertificated depositary interests in those outstanding Old Notes, which represent a 100% interest in those Old Notes, to The Depositary Trust Company ("DTC"). |
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Beneficial interests in the outstanding Old Notes, which are held by direct or indirect participants in DTC, are shown on, and transfers of the Old Notes can only be made through, records maintained in book-entry form by DTC. |
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You may tender your outstanding Old Notes by instructing your broker or bank where you keep the Old Notes to tender them for you. In some cases you may be asked to submit the letter of transmittal that may accompany this prospectus. By tendering your Old Notes you will be deemed to have acknowledged and agreed to be bound by the terms set forth under "Exchange Offer." Your outstanding Old Notes must be tendered in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. |
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In order for your tender to be considered valid, the exchange agent must receive a confirmation of book-entry transfer of your outstanding Old Notes into the exchange agent's account at DTC, under the procedure described in this prospectus under the heading "Exchange Offer," on or before 11:59 p.m., New York City time, on the expiration date of the exchange offer. |
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Special procedures for beneficial owners |
If you are the beneficial owner of book-entry interests and your name does not appear on a security position listing of DTC as the holder of the book-entry interests or if you are a beneficial owner of Old Notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender the book-entry interest or Old Notes in the exchange offer, you should contact the person in whose name your book-entry interests or Old Notes are registered promptly and instruct that person to tender on your behalf. |
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United States federal income tax considerations |
The exchange offer should not result in any income, gain or loss to the holders of Old Notes or to us for United States federal income tax purposes. See "Certain Federal Income Tax Consequences." |
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Use of proceeds |
We will not receive any proceeds from the issuance of the Exchange Notes in the exchange offer. |
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Exchange agent |
Law Debenture Trust Company of New York is serving as the exchange agent for the exchange offer. |
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Shelf registration statement |
In limited circumstances, holders of Old Notes may require us to register their Old Notes under a shelf registration statement. |
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CONSEQUENCES OF NOT EXCHANGING OLD NOTES
If you do not exchange your Old Notes in the exchange offer, your Old Notes will continue to be subject to the restrictions on transfer currently applicable to the Old Notes. In general, you may offer or sell your Old Notes only:
We do not currently intend to register the Old Notes under the Securities Act. Under some circumstances, however, holders of the Old Notes, including holders who are not permitted to participate in the exchange offer or who may not freely resell Exchange Notes received in the exchange offer, may require us to file, and to cause to become effective, a shelf registration statement covering resales of notes by these holders. For more information regarding the consequences of not tendering your Old Notes and our obligation to file a shelf registration statement, see "Exchange OfferConsequences of failure to exchange."
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SUMMARY OF TERMS OF EXCHANGE NOTES
The summary below describes the principal terms of the Exchange Notes, the guarantees and the related indenture. Certain of the terms and conditions described below are subject to important limitations and exceptions. The "Description of the Notes" section of this prospectus contains more detailed descriptions of the terms and conditions of the Exchange Notes and the related indenture.
Issuer | NRG Energy, Inc. | |
Securities offered |
$990 million in aggregate principal amount of 6.625% Senior Notes due 2023, which will be registered under the Securities Act. The Exchange Notes will evidence the same debt as the Old Notes. |
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Maturity date |
The Exchange Notes will mature on March 15, 2023. |
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Interest rate |
The Exchange Notes will accrue interest at the rate of 6.625% per annum. |
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Interest payment dates |
Interest on the Exchange Notes will be payable on March 15 and September 15. No interest will be paid on either the Exchange Notes or the Old Notes at the time of exchange. The Exchange Notes will accrue interest from and including the last interest payment date on which interest has been paid on the Old Notes and, if no interest has been paid, the Exchange Notes will accrue interest since the issue date of the Old Notes. |
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Accordingly, the holders of Old Notes that are accepted for exchange will not receive accrued but unpaid interest on such Old Notes at the time of tender. Rather, that interest will be payable on the Exchange Notes delivered in exchange for the Old Notes on the first interest payment date following the expiration date of the exchange offer. |
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Ranking |
The Exchange Notes will: |
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be senior obligations of NRG and will rank equally in right of payment with all existing and future senior indebtedness of NRG; |
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be senior in right of payment with any future subordinated indebtedness of NRG; |
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be effectively subordinated to any indebtedness of NRG secured by assets of NRG to the extent of the value of the assets securing such indebtedness; |
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be structurally subordinated to all indebtedness and other liabilities of NRG's subsidiaries that do not guarantee the notes; and |
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be guaranteed as described under "Guarantees." |
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Guarantees | The Exchange Notes will be guaranteed on a joint and several basis by each of our current and future restricted subsidiaries, excluding certain foreign, project and immaterial subsidiaries. Each guarantee will: | |
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be a senior obligation of that guarantor and rank equally in right of payment with all existing and future senior indebtedness of that guarantor; |
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be senior in right of payment to all existing and future subordinated indebtedness of that guarantor; and |
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be effectively subordinated to any secured indebtedness of that guarantor to the extent of the value of the assets of the guarantor that secures such indebtedness. |
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Our operations are largely conducted through our subsidiaries and, therefore, we will depend on the cash flow of our subsidiaries to meet our obligations under the Exchange Notes. Not all of our subsidiaries will guarantee the Exchange Notes. |
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The Exchange Notes will be structurally subordinated in right of payment to all indebtedness and other liabilities and commitments of our non-guarantor subsidiaries. We have designated GenOn and its subsidiaries as excluded project subsidiaries under the indenture, and consequently, GenOn and its subsidiaries are not guarantors of the notes and the notes are structurally subordinated to their indebtedness and other liabilities and commitments. For the year ended December 31, 2012, the guarantors accounted for approximately 95% of our revenues from wholly-owned operations (revenues for the year ended December 31, 2012, include revenues from GenOn and its subsidiaries from December 15, 2012 to December 31, 2012). The guarantors held approximately 52.3% of our subsidiaries' consolidated assets as of December 31, 2012. As of December 31, 2012, our non-guarantor subsidiaries, including GenOn and its subsidiaries, had approximately $10,553 million in aggregate principal amount of non-current liabilities and outstanding trade payables of approximately $583 million. See "Risk FactorsRisks related to the notesWe may not have access to the cash flow and other assets of our subsidiaries that may be needed to make payment on the notes." |
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Optional redemption |
We may redeem some or all of the Exchange Notes at any time prior to September 15, 2017 at a price equal to 100% of the principal amount of the Exchange Notes redeemed plus a "make-whole" premium and accrued and unpaid interest. |
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Prior to September 15, 2015, we may redeem up to 35% of the Exchange Notes with the net cash proceeds of certain equity offerings at the redemption price listed in "Description of the NotesOptional redemption" section of this prospectus, plus accrued and unpaid interest; provided at least 65% of the aggregate principal amount of the notes remain outstanding after the redemption. | ||
On or after September 15, 2017, we may redeem some or all of the Exchange Notes at the redemption prices listed in "Description of the NotesOptional redemption" section of this prospectus, plus accrued and unpaid interest. |
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Change of control offer |
If a change of control triggering event occurs, subject to certain conditions, we must offer to repurchase the Exchange Notes at a price equal to 101% of the principal amount of the Exchange Notes, plus accrued and unpaid interest to the date of repurchase. See "Description of the NotesRepurchase at the option of holdersChange of control triggering event." |
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Asset sale offer |
If we sell assets under certain circumstances, we must offer to repurchase the Exchange Notes at a repurchase price equal to 100% of the principal amount of the Exchange Notes repurchased, plus accrued and unpaid interest, if any, to the applicable repurchase date. See "Description of the NotesRepurchase at the option of holdersAsset sales." |
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Certain covenants |
The indenture governing the Exchange Notes contains covenants limiting, among other things, NRG's ability and the ability of its restricted subsidiaries to: |
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incur additional debt or issue some types of preferred shares; |
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declare or pay dividends, redeem stock or make other distributions to stockholders; |
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create liens; |
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make certain restricted investments; |
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enter into transactions with affiliates; |
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sell or transfer assets; and |
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consolidate or merge. |
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These covenants are subject to a number of important qualifications and limitations. See "Description of the NotesCertain covenants." |
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Events of default |
For a discussion of events that will permit acceleration of the payment of the principal of and accrued interest on the Exchange Notes, see "Description of the NotesEvents of default and remedies." |
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No prior market | The Exchange Notes will be new securities for which there is currently no market. We cannot assure you as to the liquidity of markets that may develop for the Exchange Notes, your ability to sell the Exchange Notes or the price at which you would be able to sell the Exchange Notes. See "Risk FactorsRisks related to the notesYour ability to transfer the notes may be limited by the absence of an active trading market, and there is no assurance that any active market will develop for the notes." | |
Listing |
We do not intend to list the Exchange Notes on any securities exchange. |
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Use of proceeds |
We will not receive any proceeds from the issuance of the Exchange Notes. |
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Form and denomination |
The Exchange Notes will be delivered in fully-registered form. The Exchange Notes will be represented by one or more global notes, deposited with the trustee as a custodian for DTC and registered in the name of Cede & Co., DTC's nominee. Beneficial interests in the global notes will be shown on, and any transfers will be effective only through, records maintained by DTC and its participants. The Exchange Notes will be issued in denominations of $2,000 and integral multiples of $1,000. |
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Governing law |
The Exchange Notes and the indenture governing the Exchange Notes will be governed by, and construed in accordance with, the laws of the State of New York. |
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Trustee |
Law Debenture Trust Company of New York. |
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You should carefully consider the risk factors set forth below and the risk factors incorporated into this prospectus by reference to our 2012 Form 10-K, as well as the other information contained in and incorporated by reference into this prospectus before deciding to participate in this exchange offer. The selected risks described below and the risks that are incorporated into this prospectus by reference to our 2012 Form 10-K are not our only risks. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial also may materially and adversely affect our business, financial condition or results of operations. Any of the following risks or any of the risks described in our 2012 Form 10-K could materially and adversely affect our business, financial condition, operating results or cash flow. In such a case, the trading price of the notes could decline, or we may not be able to make payments of interest and principal on the notes, and you may lose all or part of your original investment.
Risks related to the notes
Despite current indebtedness levels, we may still be able to incur substantially more debt. This could increase the risks associated with our already substantial leverage.
We may be able to incur substantial additional indebtedness in the future. The terms of the indenture governing the notes and other indentures relating to outstanding indebtedness restrict our ability to do so, but we retain the ability to incur material amounts of additional indebtedness. If new indebtedness added to our current indebtedness levels, the related risks that we now face could increase. See "Description of Certain Other Indebtedness and Preferred Stock."
To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.
Our ability to make payments on and to refinance our indebtedness, including these notes, and to fund planned capital expenditures depends on our ability to generate cash in the future. This, to a significant extent, is subject to general economic, financial, competitive, legislative, tax, regulatory, environmental and other factors that are beyond our control.
Based on our current level of operations and anticipated cost savings and operating improvements, we believe our cash flow from operations, available cash and available borrowings under our senior secured credit facility, will be adequate to meet our future liquidity needs for at least the next twelve months.
We cannot assure you, however, that our business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized on schedule or at all or that future borrowings will be available to us under our senior secured credit facility in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including the notes on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.
In the event of a bankruptcy or insolvency, holders of our secured indebtedness and other secured obligations will have a prior secured claim to any collateral securing such indebtedness or other obligations.
Holders of our secured indebtedness and other secured obligations will have a prior secured claim to any collateral securing such indebtedness or other obligations. Holders of our secured indebtedness and the secured indebtedness of the guarantors will have claims that are prior to your claims as holders of the notes to the extent of the value of the assets securing that other indebtedness. Our senior secured credit facility is secured by first priority liens on substantially all of our assets and the assets of the guarantors. We have granted first and second priority liens on substantially all of our assets to
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secure our obligations under certain long-term power and gas hedges as well as interest rate hedges. In the event of any distribution or payment of our assets in any foreclosure, dissolution, winding-up, liquidation, reorganization, or other bankruptcy proceeding, holders of secured indebtedness will have prior claim to those of our assets that constitute their collateral. Holders of the notes will participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as the notes, and potentially with all our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the notes. As a result, holders of notes may receive less, ratably, than holders of secured indebtedness.
Your right to receive payments on the notes could be adversely affected if any of our non-guarantor subsidiaries declare bankruptcy, liquidate or reorganize.
Some, but not all, of our subsidiaries guarantee the Old Notes and will guarantee the Exchange Notes. The notes are structurally subordinated in right of payment to all indebtedness and other liabilities and commitments of our non-guarantor subsidiaries, including GenOn and its subsidiaries. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us. As of December 31, 2012, our non-guarantor subsidiaries, including GenOn and its subsidiaries, had approximately $10,553 million in aggregate principal amount of non-current liabilities and outstanding trade payables of approximately $583 million. In addition, the indenture governing the notes permits us, subject to certain covenant limitations, to provide credit support for the obligations of the non-guarantor subsidiaries and such credit support may be effectively senior to our obligations under the notes. Further, the indenture governing the notes allows us to transfer assets, including certain specified facilities, to the non-guarantor subsidiaries.
We may not have access to the cash flow and other assets of our subsidiaries that may be needed to make payment on the notes.
Much of our business is conducted through our subsidiaries. Although certain of our subsidiaries guarantee the Old Notes and will guarantee the Exchange Notes, some of our subsidiaries, including GenOn and its subsidiaries, will not become guarantors and thus are not and will not be obligated to make funds available to us for payment on the notes. Our ability to make payments on the notes depends on the earnings and the distribution of funds from subsidiaries, some of which are non-guarantors. Our subsidiaries are permitted under the terms of the indenture to incur additional indebtedness that may restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to us. We cannot assure you that the agreements governing the current and future indebtedness of our subsidiaries will permit our subsidiaries to provide us with sufficient dividends, distributions or loans to fund payments on the notes when due. Furthermore, certain of our subsidiaries and affiliates are already subject to project financing. Such entities will not guarantee our obligations on the notes. The debt agreements of these subsidiaries and project affiliates generally restrict their ability to pay dividends, make distributions or otherwise transfer funds to us.
We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture governing the notes.
Upon the occurrence of certain specific kinds of change of control events, we will be required to offer to repurchase all outstanding notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase. However, it is possible that we will not have sufficient funds at the time of a change of control to make the required repurchase of notes and/or that restrictions in our senior secured credit facility or other senior indebtedness will not allow such
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repurchases. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a "Change of Control" under the indenture. See "Description of the NotesRepurchase at the option of holdersChange of control triggering event."
Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors.
Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee can be voided, or claims in respect of a guarantee can be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:
In addition, any payment by that guarantor pursuant to its guarantee can be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor.
The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor will be considered insolvent if:
On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of the notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.
Because there is no public market for the notes, you may not be able to resell your notes.
The Exchange Notes will be registered under the Securities Act, but will constitute a new issue of securities with no established trading market. We do not intend to have the notes listed on a national securities exchange or included in any automated quotation system and there can be no assurance as to:
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The liquidity of any market for the notes will depend upon the number of holders of the notes, our performance, the market for similar securities, the interest in securities dealers making a market in the notes and other factors. Therefore, we cannot assure you that an active market for the notes will develop or, if developed, that it will continue. If an active market does not develop or is not maintained, the price and liquidity of the notes will be adversely affected. If a trading market were to develop, the notes may trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including prevailing interest rates, the market for similar securities and our financial performance. Historically, the market for non investment-grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. We cannot assure you that the market, if any, for the notes will be free from similar disruptions or that any such disruptions may not adversely affect the prices at which you may sell your notes.
We offered the Old Notes in reliance upon an exemption from registration under the Securities Act and applicable state securities laws. Therefore, the Old Notes may be transferred or resold only in a transaction registered under or exempt from the Securities Act and applicable state securities laws. We are conducting the exchange offer pursuant to an effective registration statement, whereby we are offering to exchange the Old Notes for nearly identical notes that you will be able to trade without registration under the Securities Act provided you are not one of our affiliates. We cannot assure you that this exchange offer will be conducted in a timely fashion. Moreover, we cannot assure you that an active or liquid trading market for the Exchange Notes will develop. See "Exchange Offer."
Risks related to the exchange offer
Holders of Old Notes who fail to exchange their Old Notes in the exchange offer will continue to be subject to restrictions on transfer.
If you do not exchange your Old Notes for Exchange Notes in the exchange offer, you will continue to be subject to the restrictions on transfer applicable to the Old Notes. The restrictions on transfer of your Old Notes arise because we issued the Old Notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the Old Notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. We do not plan to register the Old Notes under the Securities Act. For further information regarding the consequences of tendering your Old Notes in the exchange offer, see the discussion below under the caption "Exchange OfferConsequences of failure to exchange."
You must comply with the exchange offer procedures in order to receive new, freely tradable Exchange Notes.
Delivery of Exchange Notes in exchange for Old Notes tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of book-entry transfer of Old Notes into the exchange agent's account at DTC, as depositary, including an agent's message (as defined herein). We are not required to notify you of defects or irregularities in tenders of Old Notes for exchange. Exchange Notes that are not tendered or that are tendered but we do not accept for exchange will, following consummation of the exchange offer, continue to be subject to the existing transfer restrictions under the Securities Act and, upon consummation of the exchange offer, certain registration and other rights under the Registration Rights Agreement will terminate. See "Exchange OfferProcedures for tendering Old Notes through brokers and banks" and "Exchange OfferConsequences of failure to exchange."
Some holders who exchange their Old Notes may be deemed to be underwriters, and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.
If you exchange your Old Notes in the exchange offer for the purpose of participating in a distribution of the Exchange Notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.
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This prospectus, including the information incorporated into this prospectus by reference, contains "forward-looking statements," which involve risks and uncertainties. All statements, other than statements of historical facts, that are included in or incorporated by reference into this prospectus, or made in presentations, in response to questions or otherwise, that address activities, events or developments that we expect or anticipate to occur in the future, including such matters as projections, capital allocation, future capital expenditures, business strategy, competitive strengths, goals, future acquisitions or dispositions, development or operation of power generation assets, market and industry developments and the growth of our business and operations (often, but not always, through the use of words or phrases such as "will likely result," "are expected to," "will continue," "is anticipated," "estimated," "projection," "target," "goal," "objective" and "outlook"), are forward-looking statements. Although we believe that in making any such forward-looking statement our expectations are based on reasonable assumptions, any such forward-looking statement involves uncertainties and is qualified in its entirety by reference to the discussion of risk factors under "Risk Factors" contained elsewhere in this prospectus and in the section captioned "Risk Factors Related to NRG Energy, Inc." of our 2012 Form 10-K, which is incorporated into this prospectus by reference, and the following important factors, among others, that could cause our actual results to differ materially from those projected in such forward-looking statements:
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Any forward-looking statement speaks only as of the date on which it is made, and except as may be required by applicable law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all of them; nor can we assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. You should not unduly rely on such forward-looking statements.
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Purpose of the exchange offer
The exchange offer is designed to provide holders of Old Notes with an opportunity to acquire Exchange Notes which, unlike the Old Notes, will be freely transferable at all times, subject to any restrictions on transfer imposed by state "blue sky" laws and provided that the holder is not our affiliate within the meaning of the Securities Act and represents that the Exchange Notes are being acquired in the ordinary course of the holder's business and the holder is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes.
The Old Notes were originally issued and sold on September 24, 2012, to the initial purchasers, pursuant to the purchase agreement dated September 10, 2012. The Old Notes were issued and sold in a transaction not registered under the Securities Act in reliance upon the exemption provided by Section 4(2) of the Securities Act. The concurrent resale of the Old Notes by the initial purchasers to investors was done in reliance upon the exemptions provided by Rule 144A and Regulation S promulgated under the Securities Act. The Old Notes may not be reoffered, resold or transferred other than (i) to us or our subsidiaries, (ii) to a qualified institutional buyer in compliance with Rule 144A promulgated under the Securities Act, (iii) outside the United States to a non-U.S. person in a transaction complying with Rule 903 or Rule 904 of Regulation S under the Securities Act, (iv) pursuant to the exemption from registration provided by Rule 144 promulgated under the Securities Act (if available), (v) in accordance with another exemption from the registration requirements of the Securities Act or (vi) pursuant to an effective registration statement under the Securities Act.
In connection with the original issuance and sale of the Old Notes, we entered into the Registration Rights Agreement, pursuant to which we agreed to file with the SEC a registration statement covering the exchange by us of the Exchange Notes for the Old Notes, pursuant to the exchange offer. The Registration Rights Agreement provides that we will file with the SEC an exchange offer registration statement on an appropriate form under the Securities Act and offer to holders of Old Notes who are able to make certain representations the opportunity to exchange their Old Notes for Exchange Notes. Under some circumstances, holders of the Old Notes, including holders who are not permitted to participate in the exchange offer, may require us to file, and to cause to become effective, a shelf registration statement covering resales of Old Notes to these holders.
Under existing interpretations by the Staff of the SEC as set forth in no-action letters issued to third parties in other transactions, the Exchange Notes would, in general, be freely transferable after the exchange offer without further registration under the Securities Act; provided, however, that in the case of broker-dealers participating in the exchange offer, a prospectus meeting the requirements of the Securities Act must be delivered by such broker-dealers in connection with resales of the Exchange Notes. We have agreed to furnish a prospectus meeting the requirements of the Securities Act to any such broker-dealer for use in connection with any resale of any Exchange Notes acquired in the exchange offer. A broker-dealer that delivers such a prospectus to purchasers in connection with such resales will be subject to certain of the civil liability provisions under the Securities Act and will be bound by the provisions of the Registration Rights Agreement (including certain indemnification rights and obligations).
We do not intend to seek our own interpretation regarding the exchange offer, and we cannot assure you that the Staff of the SEC would make a similar determination with respect to the Exchange Notes as it has in other interpretations to third parties.
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Terms of the exchange offer; period for tendering outstanding Old Notes
Upon the terms and subject to the conditions set forth in this prospectus, we will accept any and all Old Notes that were acquired pursuant to Rule 144A or Regulation S validly tendered and not withdrawn prior to 11:59 p.m., New York City time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of Exchange Notes in exchange for each $1,000 principal amount of Old Notes accepted in the exchange offer. Holders may tender some or all of their Old Notes pursuant to the exchange offer. However, Old Notes may be tendered only in minimum principal amounts of $2,000 and integral multiples of $1,000 in excess thereof.
The form and terms of the Exchange Notes are the same as the form and terms of the outstanding Old Notes except that:
The Exchange Notes will evidence the same debt as the Old Notes and will be entitled to the benefits of the indenture governing the Old Notes.
We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act, and the rules and regulations of the SEC.
We will be deemed to have accepted validly tendered Old Notes when, as and if we have given oral (promptly confirmed in writing) or written notice of our acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the Exchange Notes from us.
If any tendered Old Notes are not accepted for exchange because of an invalid tender or the occurrence of certain specified events set forth in this prospectus, the certificates for any unaccepted Old Notes will be promptly returned, without expense, to the tendering holder.
Holders who tender Old Notes in the exchange offer will not be required to pay brokerage commissions or fees or transfer taxes with respect to the exchange of Old Notes pursuant to the exchange offer. We will pay all charges and expenses, other than transfer taxes in certain circumstances, in connection with the exchange offer. See "Fees and expenses" and "Transfer taxes" below.
The exchange offer will remain open for at least 20 full business days. The term "expiration date" will mean 11:59 p.m., New York City time, on , 2013, unless we extend the exchange offer, in which case the term "expiration date" will mean the latest date and time to which the exchange offer is extended.
To extend the exchange offer, prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date, we will:
We reserve the right:
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Any delay in acceptance, extension, termination or amendment will be followed promptly by oral or written notice by us to the registered holders.
Deemed representations
To participate in the exchange offer, we require that you represent to us, among other things, that:
BY TENDERING YOUR OLD NOTES YOU ARE DEEMED TO HAVE MADE THESE REPRESENTATIONS.
Broker-dealers who cannot make the representations above cannot use this exchange offer prospectus in connection with resales of the Exchange Notes issued in the exchange offer.
Resale of Exchange Notes
Based on interpretations of the SEC Staff set forth in no-action letters issued to unrelated third parties, we believe that Exchange Notes issued in the exchange offer in exchange for Old Notes may be
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offered for resale, resold and otherwise transferred by any Exchange Note holder without compliance with the registration and prospectus delivery provisions of the Securities Act, if:
Any holder who tenders in the exchange offer with the intention of participating in any manner in a distribution of the Exchange Notes, who is an affiliate of ours or who is a broker or dealer who acquired Old Notes directly from us:
If, as stated above, a holder cannot rely on the position of the Staff of the SEC set forth in "Exxon Capital Holdings Corporation" or similar interpretive letters, any effective registration statement used in connection with a secondary resale transaction must contain the selling security holder information required by Item 507 of Regulation S-K under the Securities Act.
With regard to broker-dealers, only broker-dealers that acquired the Old Notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives Exchange Notes for its own account in exchange for Old Notes, where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the Exchange Notes.
This prospectus may be used for an offer to resell, for the resale or for other retransfer of Exchange Notes only as specifically set forth in this prospectus.
Please read the section captioned "Plan of Distribution" for more details regarding these procedures for the transfer of Exchange Notes.
Procedures for tendering Old Notes through brokers and banks
Since the Old Notes are represented by global book-entry notes, DTC, as depositary, or its nominee is treated as the registered holder of the Old Notes and will be the only entity that can tender your Old Notes for Exchange Notes. Therefore, to tender Old Notes subject to this exchange offer and to obtain Exchange Notes, you must instruct the institution where you keep your Old Notes to tender your Old Notes on your behalf so that they are received on or prior to the expiration of this exchange offer.
YOU SHOULD CONSULT YOUR ACCOUNT REPRESENTATIVE AT THE BROKER OR BANK WHERE YOU KEEP YOUR OLD NOTES TO DETERMINE THE PREFERRED PROCEDURE.
IF YOU WISH TO ACCEPT THIS EXCHANGE OFFER, PLEASE INSTRUCT YOUR BROKER OR ACCOUNT REPRESENTATIVE IN TIME FOR YOUR OLD NOTES TO BE TENDERED BEFORE THE 11:59 PM (NEW YORK CITY TIME) DEADLINE ON , 2013.
You may tender some or all of your Old Notes in this exchange offer. However, your Old Notes may be tendered only in minimum principal amounts of $2,000 and integral multiples of $1,000 in excess thereof.
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When you tender your outstanding Old Notes and we accept them, the tender will be a binding agreement between you and us as described in this prospectus.
The method of delivery of outstanding Old Notes and all other required documents to the exchange agent is at your election and risk.
We will decide all questions about the validity, form, eligibility, acceptance and withdrawal of tendered Old Notes. We reserve the absolute right to:
Our interpretation of the terms and conditions of the exchange offer will be final and binding on all parties. You must cure any defects or irregularities in connection with tenders of Old Notes as we will reasonably determine. Neither us, the exchange agent nor any other person will incur any liability for failure to notify you of any defect or irregularity with respect to your tender of Old Notes. If we waive any terms or conditions with respect to a noteholder, we will extend the same waiver to all noteholders with respect to that term or condition being waived.
Procedures for brokers and custodian banks; DTC ATOP accounts
In order to accept this exchange offer on behalf of a holder of Old Notes you must submit or cause your DTC participant to submit an Agent's Message as described below.
The exchange agent, on our behalf, will seek to establish separate Automated Tender Offer Program ("ATOP") accounts with respect to each series of outstanding Old Notes at DTC promptly after the delivery of this prospectus. Any financial institution that is a DTC participant, including your broker or bank, may make book-entry tender of outstanding Old Notes by causing the book-entry transfer of such Old Notes into the relevant ATOP account in accordance with DTC's procedures for such transfers. Although delivery of the Old Notes may be effected through book-entry transfer into the exchange agent's account at DTC, unless an Agent's Message is received by the exchange agent in compliance with ATOP procedures, an appropriate letter of transmittal properly completed and duly executed with any required signature guarantee and all other required documents must in each case be transmitted to and received or confirmed by the exchange agent at its address set forth in this prospectus prior to 11:59 p.m., New York City time on to the expiration date. The confirmation of a book entry transfer into the ATOP account as described above is referred to herein as a "Book-Entry Confirmation."
The term "Agent's Message" means a message transmitted by the DTC participants to DTC, and thereafter transmitted by DTC to the exchange agent, forming a part of the Book-Entry Confirmation which states that DTC has received an express acknowledgment from the participant in DTC described in such Agent's Message stating that such participant has received the letter of transmittal and this prospectus and agrees to be bound by the terms of the letter of transmittal and the exchange offer set forth in this prospectus and that we may enforce such agreement against the participant.
Each Agent's Message must include the following information:
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BY SENDING AN AGENT'S MESSAGE THE DTC PARTICIPANT IS DEEMED TO HAVE CERTIFIED THAT THE BENEFICIAL HOLDER FOR WHOM NOTES ARE BEING TENDERED HAS BEEN PROVIDED WITH A COPY OF THIS PROSPECTUS.
The delivery of Old Notes through DTC, delivery of a letter of transmittal, and any transmission of an Agent's Message through ATOP, is at the election and risk of the person tendering Old Notes. We will ask the exchange agent to instruct DTC to promptly return those Old Notes, if any, that were tendered through ATOP but were not accepted by us, to the DTC participant that tendered such Old Notes on behalf of holders of the Old Notes.
THE AGENT'S MESSAGE MUST BE TRANSMITTED TO THE EXCHANGE AGENT ON OR BEFORE 11:59 PM, NEW YORK CITY TIME, ON THE EXPIRATION DATE.
Acceptance of outstanding Old Notes for exchange; Delivery of Exchange Notes
We will accept validly tendered Old Notes when the conditions to the exchange offer have been satisfied or we have waived them. We will have accepted your validly tendered Old Notes when we have given oral (promptly confirmed in writing) or written notice to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the Exchange Notes from us. If we do not accept any tendered Old Notes for exchange by book-entry transfer because of an invalid tender or other valid reason, we will credit the Old Notes to an account maintained with DTC promptly after the exchange offer terminates or expires.
Guaranteed delivery procedures
If you desire to tender Old Notes pursuant to the exchange offer and (1) time will not permit your letter of transmittal and all other required documents to reach the exchange agent on or prior to the expiration date, or (2) the procedures for book-entry transfer (including delivery of an agent's message) cannot be completed on or prior to the expiration date, you may nevertheless tender such Old Notes with the effect that such tender will be deemed to have been received on or prior to the expiration date if all the following conditions are satisfied:
The notice of guaranteed delivery may be sent by hand delivery, facsimile transmission or mail to the exchange agent and must include a guarantee by an eligible guarantor institution in the form set forth in the notice of guaranteed delivery.
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Withdrawal rights
You may withdraw your tender of Old Notes at any time before 11:59 p.m., New York City time, on the expiration date.
For a withdrawal to be effective, you should contact your bank or broker where your Old Notes are held and have them send a telegram, telex, letter or facsimile transmission notice of withdrawal (or in the case of Old Notes transferred by book-entry transfer, an electronic ATOP transmission notice of withdrawal) so that it is received by the exchange agent before 11:59 p.m., New York City time, on the expiration date. Such notice of withdrawal must:
We will decide all questions as to the validity, form and eligibility of the notices and our determination will be final and binding on all parties. Any tendered Old Notes that you withdraw will not be considered to have been validly tendered. We will promptly return any outstanding Old Notes that have been tendered but not exchanged, or credit them to the DTC account. You may re-tender properly withdrawn Old Notes by following one of the procedures described above before the expiration date.
Conditions to the exchange offer
Notwithstanding any other provision of the exchange offer, or any extension of the exchange offer, we will not be required to accept for exchange, or to issue Exchange Notes in exchange for, any outstanding Old Notes and may terminate the exchange offer (whether or not any Old Notes have been accepted for exchange) or amend the exchange offer, if any of the following conditions has occurred or exists or has not been satisfied, or has not been waived by us, prior to the expiration date:
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If any of the foregoing events or conditions has occurred or exists or has not been satisfied, we may, subject to applicable law, terminate the exchange offer (whether or not any Old Notes have been accepted for exchange) or may waive any such condition or otherwise amend the terms of the exchange offer in any respect. If such waiver or amendment constitutes a material change to the exchange offer, we will promptly disclose such waiver or amendment by means of a prospectus supplement that will be
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distributed to the registered holders of the Old Notes and will extend the exchange offer to the extent required by Rule 14e-1 promulgated under the Exchange Act.
These conditions are for our sole benefit and we may assert them regardless of the circumstances giving rise to any of these conditions, or we may waive them, in whole or in part, provided that we will not waive any condition with respect to an individual holder of Old Notes unless we waive that condition for all such holders. Any reasonable determination made by us concerning an event, development or circumstance described or referred to above will be final and binding on all parties. Our failure at any time to exercise any of the foregoing rights will not be a waiver of our rights and each such right will be deemed an ongoing right which may be asserted at any time before the expiration of the exchange offer.
Exchange agent
We have appointed Law Debenture Trust Company of New York as the exchange agent for the exchange offer. You should direct questions, requests for assistance, and requests for additional copies of this prospectus and the letter of transmittal that may accompany this prospectus to the exchange agent addressed as follows:
LAW DEBENTURE TRUST COMPANY OF NEW YORK, EXCHANGE AGENT
By Registered or Certified Mail or Overnight Carrier: |
Facsimile Transmission: (for eligible institutions only) |
By Hand Delivery: | ||
Law Debenture Trust Company of New York 400 Madison Avenue, 4th Floor New York, New York 10017 Attention: Corporate Trust Department |
(212) 750-1361 | Law Debenture Trust Company of New York 400 Madison Avenue, 4th Floor New York, New York 10017 Attention: Corporate Trust Department |
||
Confirm by Telephone: (212) 750-6474 |
Delivery to an address other than set forth above will not constitute a valid delivery.
Fees and expenses
The principal solicitation is being made through DTC by Law Debenture Trust Company of New York, as exchange agent on our behalf. We will pay the exchange agent customary fees for its services, reimburse the exchange agent for its reasonable costs and expenses (including reasonable fees, costs and expenses of its counsel) incurred in connection with the provisions of these services and pay other registration expenses, including registration and filing fees, fees and expenses of compliance with federal securities and state blue sky securities laws, printing expenses, messenger and delivery services and telephone, fees and disbursements to our counsel, application and filing fees and any fees and disbursements to our independent certified public accountants. We will not make any payment to brokers, dealers, or others soliciting acceptances of the exchange offer except for reimbursement of mailing expenses.
Additional solicitations may be made by telephone, facsimile or in person by our and our affiliates' officers employees and by persons so engaged by the exchange agent.
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Accounting treatment
The Exchange Notes will be recorded at the same carrying value as the existing Old Notes, as reflected in our accounting records on the date of exchange. Accordingly, we will recognize no gain or loss for accounting purposes. The expenses of the exchange offer will be capitalized and expensed over the term of the Exchange Notes.
Transfer taxes
If you tender outstanding Old Notes for exchange you will not be obligated to pay any transfer taxes. However, if you instruct us to register Exchange Notes in the name of, or request that your Old Notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder, you will be responsible for paying any transfer tax owed.
Consequences of failure to exchange
The Old Notes that are not exchanged for Exchange Notes pursuant to the exchange offer will remain restricted securities. Accordingly, the Old Notes may be resold only:
YOU MAY SUFFER ADVERSE CONSEQUENCES IF YOU FAIL TO EXCHANGE OUTSTANDING OLD NOTES.
If you do not tender your outstanding Old Notes, you will not have any further registration rights, except for the rights described in the Registration Rights Agreement and described above, and your Old Notes will continue to be subject to the provisions of the respective indenture governing the Old Notes regarding transfer and exchange of the Old Notes and the restrictions on transfer of the Old Notes imposed by the Securities Act and states securities law when we complete the exchange offer. These transfer restrictions are required because the Old Notes were issued under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, if you do not tender your Old Notes in the exchange offer, your ability to sell your Old Notes could be adversely affected. Once we have completed the exchange offer, holders who have not tendered notes will not continue to be entitled to any increase in interest rate that the indenture governing the Old Note provides for if we do not complete the exchange offer.
Under certain limited circumstances, the Registration Rights Agreement requires that we file a shelf registration statement if:
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We will also register the Exchange Notes under the securities laws of jurisdictions that holders may request before offering or selling notes in a public offering. We do not intend to register Exchange Notes in any jurisdiction unless a holder requests that we do so.
Old Notes may be subject to restrictions on transfer until:
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This exchange offer is intended to satisfy our obligations under the Registration Rights Agreement. We will not receive any cash proceeds, or otherwise, from the issuance of the Exchange Notes. The Old Notes properly tendered and exchanged for Exchange Notes will be retired and cancelled. Accordingly, no additional debt will result from the exchange. We have agreed to bear the expense of the exchange offer.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for the periods indicated is stated below. For this purpose, "earnings" include pre-tax income (loss) before adjustments for noncontrolling interest in our consolidated subsidiaries and income or loss from equity investees, plus fixed charges and distributed income of equity investees, reduced by interest capitalized. "Fixed charges" include interest, whether expensed or capitalized, amortization of debt expense and the portion of rental expense that is representative of the interest factor in these rentals.
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Year Ended December 31, | |||||||||||||||
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2012 | 2011 | 2010 | 2009 | 2008 | |||||||||||
Ratio of earnings to fixed charges |
1.17 | 0.77 | 2.03 | 3.27 | 3.65 |
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The following table sets forth our cash and cash equivalents and capitalization as of December 31, 2012 on an actual historical basis. The table below should be read in conjunction with "Use of Proceeds," the Management's Discussion and Analysis of Financial Condition and Results of Operations contained in our 2012 Form 10-K and the consolidated financial statements and the related notes thereto incorporated by reference into this prospectus.
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As of December 31, 2012 |
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---|---|---|---|---|
|
(in millions) |
|||
Cash and cash equivalents |
$ | 2,087 | ||
Restricted cash |
217 | |||
Total cash and cash equivalents |
2,304 | |||
Long-term debt and capital leases: |
||||
Revolving credit facility(1) |
| |||
Term loan facilitydue 2018 |
1,573 | |||
Other senior secured indebtedness |
334 | |||
Non-guarantor debt(2) |
8,048 | |||
Capital leases |
14 | |||
7.625% Senior Notes due 2018 |
1,200 | |||
8.500% Senior Notes due 2019 |
693 | |||
7.625% Senior Notes due 2019 |
800 | |||
8.250% Senior Notes due 2020 |
1,100 | |||
7.875% Senior Notes due 2021 |
1,128 | |||
6.625% Senior Notes due 2023 |
990 | |||
Total long-term debt and capital leases, including current maturities |
15,880 | |||
3.625% Convertible preferred stock (net of issuance costs) |
249 | |||
Stockholders' equity, excluding non-controlling interest |
10,015 | |||
Total capitalization |
$ | 26,144 | ||
For more information on the various components of our debt, refer to Note 11, Debt and Capital Leases, to our audited consolidated financial statements contained in our 2012 Form 10-K, which are incorporated herein by reference.
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DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS AND PREFERRED STOCK
Senior secured credit facility
On July 1, 2011, NRG amended and restated its existing senior secured credit facility (the "Senior Credit Facility"), which consists of a senior first priority secured $1,600 million term loan (the "Term Loan Facility") and a $2,300 million senior first priority secured revolving credit facility (the "Revolving Credit Facility"). The Term Loan Facility will mature on July 1, 2018 unless otherwise extended, and the Revolving Credit Facility will mature on July 1, 2016.
The Senior Credit Facility is guaranteed by substantially all of our existing and future direct and indirect subsidiaries, with certain customary or agreed-upon exceptions for foreign subsidiaries, project subsidiaries, and certain other subsidiaries, which include GenOn and its subsidiaires. The capital stock of the guarantor subsidiaries has been pledged for the benefit of the Senior Credit Facility's lenders.
The Senior Credit Facility is also secured by first priority perfected security interests in substantially all of the property and assets owned or acquired by NRG and its subsidiaries, other than certain limited exceptions. These exceptions include assets of certain unrestricted subsidiaries, equity interests in certain of NRG's affiliates that have non-recourse debt financing, including GenOn and its subsidiaries, voting equity interests in excess of 66% of the total outstanding voting equity interest of certain of our foreign subsidiaries and a basket of assets up to $750 million at any time outstanding.
The Senior Credit Facility contains customary covenants, which, among other things, require NRG to meet certain financial tests, including a minimum interest coverage ratio and a maximum leverage ratio on a consolidated basis, and limit NRG's ability to:
Senior notes
In addition to the Old Notes, NRG has issued five outstanding series of senior notes under an indenture, dated February 2, 2006 (the "Base Indenture"), between us and Law Debenture Trust Company of New York, as trustee, as supplemented by supplemental indentures setting forth the terms of each such series:
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Supplemental indentures to each series of notes have been issued to add newly formed or acquired subsidiaries as guarantors (together with the base indenture, the "Existing Senior Notes Indentures").
The Existing Senior Notes Indentures and the form of notes provide, among other things, that the Senior Notes will be senior unsecured obligations of NRG. The Existing Senior Notes Indentures also provide for customary events of default, which include, among others: nonpayment of principal or interest; breach of other agreements in the Existing Senior Notes Indentures; defaults in failure to pay certain other indebtedness; the rendering of judgments to pay certain amounts of money against NRG and its subsidiaries; the failure of certain guarantees to be enforceable; and certain events of bankruptcy or insolvency. Generally, if an event of default occurs, the trustee or the holders of at least 25% in principal amount of the then outstanding series of Senior Notes may declare all of the Senior Notes of such series to be due and payable immediately.
The terms of the Existing Senior Notes Indentures, among other things, limit our ability and the ability of certain of our subsidiaries to:
Interest is payable semi-annually on the Senior Notes until their maturity dates.
Prior to June 15, 2014, NRG may redeem all or a portion of the 8.500% 2019 Senior Notes at a price equal to 100% of the principal amount of the notes redeemed, plus a premium and any accrued and unpaid interest. The premium is the greater of (i) 1% of the principal amount of the notes redeemed, or (ii) the present value of 104.25% of the notes redeemed, plus interest payments due on the notes redeemed from the date of redemption through June 15, 2014, discounted at a Treasury rate plus 0.50% over the principal amount of the notes redeemed. On or after June 15, 2014, NRG may redeem some or all of the notes at redemption prices set forth in the supplemental indenture governing the 8.500% 2019 Senior Notes, plus accrued and unpaid interest on the notes redeemed to the applicable redemption date.
Prior to September 1, 2013, NRG may redeem up to 35% of the 2020 Senior Notes with net cash proceeds of certain equity offerings at a price of 108.25% of the principal amount of the notes redeemed, provided at least 65% of the aggregate principal amount of the notes issued remain outstanding after the redemption. Prior to September 1, 2015, NRG may redeem all or a portion of the 2020 Senior Notes at a price equal to 100% of the principal amount of the notes redeemed, plus a premium and any accrued and unpaid interest. The premium is the greater of (i) 1% of the principal amount of the notes redeemed, or (ii) the present value of 104.125% of the notes redeemed, plus interest payments due on the notes redeemed from the date of redemption through September 1, 2015, discounted at a Treasury rate plus 0.50% over the principal amount of the notes redeemed. On or after September 1, 2015, NRG may redeem some or all of the notes at redemption prices set forth in the
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supplemental indenture governing the 2020 Senior Notes, plus accrued and unpaid interest on the notes redeemed to the applicable redemption date.
At any time prior to maturity, NRG may redeem all or a portion of the 2018 Senior Notes at a price equal to 100% of the principal amount of the notes redeemed, plus a premium and any accrued and unpaid interest. The premium is the greater of (i) 1% of the principal amount of the notes redeemed, or (ii) the present value of the notes redeemed, plus interest payments due on the notes redeemed from the date of redemption through January 15, 2018, discounted at a Treasury rate plus 0.50% over the principal amount of the notes redeemed.
Prior to May 15, 2014, NRG may redeem up to 35% of the 7.625% 2019 Senior Notes at a price equal to 107.625% of the principal amount of the notes redeemed, provided at least 65% of the aggregate principal amount of the notes issued remain outstanding after the redemption. Prior to May 15, 2014, NRG may redeem all or a portion of the 7.625% 2019 Senior Notes at a price equal to 100% of the principal amount of the notes redeemed, plus a premium and any accrued and unpaid interest. The premium is the greater of (i) 1% of the principal amount of the notes redeemed, or (ii) the present value of 103.813% of the notes redeemed, plus interest payments due on the notes redeemed from the date of redemption through May 15, 2014, discounted at a Treasury rate plus 0.50% over the principal amount of the notes redeemed. On or after May 15, 2014, NRG may redeem some or all of the notes at redemption prices set forth in the supplemental indenture governing the 7.625% 2019 Senior Notes, plus accrued and unpaid interest on the notes redeemed to the applicable redemption date.
Prior to May 15, 2016, NRG may redeem up to 35% of the 2021 Senior Notes at a price equal to 107.875% of the principal amount of the notes redeemed, provided at least 65% of the aggregate principal amount of the notes issued remain outstanding after the redemption. Prior to May 15, 2016, NRG may redeem all or a portion of the 2021 Senior Notes at a price equal to 100% of the principal amount of the notes redeemed, plus a premium and any accrued and unpaid interest. The premium is the greater of (i) 1% of the principal amount of the notes redeemed, or (ii) the present value of 103.938% of the notes redeemed, plus interest payments due on the notes redeemed from the date of redemption through May 15, 2016, discounted at a Treasury rate plus 0.50% over the principal amount of the notes redeemed. On or after May 15, 2016, NRG may redeem some or all of the notes at redemption prices set forth in the supplemental indenture governing the 2021 Senior Notes, plus accrued and unpaid interest on the notes redeemed to the applicable redemption date.
Senior Notes repurchase agreement
On December 17, 2012, NRG entered into an agreement with a financial institution to repurchase up to $200 million of the Senior Notes in the open market by February 27, 2013. As of December 31, 2012, no Senior Notes had been repurchased under the program. Through February 27, 2013, NRG paid $80 million, $104 million, and $42 million at an average price of 114.179%, 111.700%, and 113.082% of face value, for repurchases of the 2018 Senior Notes, 8.500% 2019 Senior Notes, and 2020 Senior Notes, respectively.
Preferred stock
As of December 31, 2012, NRG's outstanding preferred stock consisted of the 3.625% Convertible Perpetual Preferred Stock (the "3.625% Preferred Stock"), which is treated as Redeemable Preferred Stock.
3.625% Preferred Stock
On August 11, 2005, NRG issued 250,000 shares of 3.625% Preferred Stock, which is treated as Redeemable Preferred Stock, to the Credit Suisse Group in a private placement. As of December 31,
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2012, 250,000 shares of the 3.625% Preferred Stock were issued and outstanding at a liquidation value, net of issuance costs, of $249 million. The 3.625% Preferred Stock has a liquidation preference of $1,000 per share. Holders of the 3.625% Preferred Stock are entitled to receive, out of legally available funds, cash dividends at the rate of 3.625% per annum, or $36.25 per share per year, payable in cash quarterly in arrears commencing on December 15, 2005.
Each share of the 3.625% Preferred Stock is convertible during the 90-day period beginning August 11, 2015 at the option of NRG or the holder. Holders tendering the 3.625% Preferred Stock for conversion shall be entitled to receive, for each share of 3.625% Preferred Stock converted, $1,000 in cash and a number of shares of NRG common stock equal in value to the product of (a) the greater of (i) the difference between the average closing share price of NRG common stock on each of the 20 consecutive scheduled trading days starting on the date 30 exchange business days immediately prior to the conversion date (the "Market Price"), and $29.54 and (ii) zero, times (b) 50.77. The number of NRG common stock to be delivered under the conversion feature is limited to 16,000,000 shares. If upon conversion, the Market Price is less than $19.69, then the Holder will deliver to NRG cash or a number of shares of NRG common stock equal in value to the product of (i) $19.69 minus the Market Price, times (ii) 50.77. NRG may elect to make a cash payment in lieu of delivering shares of NRG common stock in connection with such conversion, and NRG may elect to receive cash in lieu of shares of common stock, if any, from the Holder in connection with such conversion. The conversion feature is considered an embedded derivative per ASC 815 that is exempt from derivative accounting as it's excluded from the scope pursuant to ASC 815.
If a fundamental change occurs, the holders will have the right to require NRG to repurchase all or a portion of the 3.625% Preferred Stock for a period of time after the fundamental change at a purchase price equal to 100% of the liquidation preference, plus accumulated and unpaid dividends. The 3.625% Preferred Stock is senior to all classes of common stock and junior to all of NRG's existing and future debt obligations and all of NRG subsidiaries' existing and future liabilities and capital stock held by persons other than NRG or its subsidiaries.
Credit support and collateral arrangement
In connection with our power generation business, we manage the commodity price risk associated with our supply activities and our electric generation facilities. This includes forward power sales, fuel and energy purchases and emission credits. In order to manage these risks, we enter into financial instruments to hedge the variability in future cash flows from forecasted sales of electricity and purchases of fuel and energy. We utilize a variety of instruments including forward contracts, futures contracts, swaps and options. Certain of these contracts allow counterparties to require us to provide credit support. This credit support consists of letters of credit, cash, guarantees and liens on our assets.
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In this description, "NRG" refers only to NRG Energy, Inc. and not to any of its subsidiaries. NRG issued the Old Notes under a supplemental indenture, which, together with the related base indenture, we refer to as the "indenture." The terms of the Exchange Notes offered in exchange for the Old Notes will be substantially identical to the terms of the Old Notes, except that the Exchange Notes are registered under the Securities Act, and the transfer restrictions, registration rights and related additional interest terms applicable to the Old Notes (as described under "Exchange OfferPurpose of the exchange offer") will not apply to the Exchange Notes. As a result, we refer to the Exchange Notes and the Old Notes collectively as the "notes" for purposes of the following summary.
The statements under this caption relating to the indenture and the notes are summaries and are not a complete description thereof, and where reference is made to particular provisions, such provisions, including the definitions of certain terms, are qualified in their entirety by reference to all of the provisions of the indenture and the notes and those terms made part of the indenture by the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The definitions of certain capitalized terms used in the following summary are set forth under the caption "Certain definitions." Certain defined terms used in this description but not defined below under "Certain definitions" have the meanings assigned to them in the indenture and the registration rights agreement. Copies of the indenture are available upon request from the Company. We urge you to read these documents carefully because they, and not the following description, govern your rights as a holder.
The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act.
The registered holder of a note is treated as the owner of it for all purposes. Only registered holders have rights under the indenture governing the notes.
Brief description of the notes
The notes:
However, the notes will be effectively subordinated to all borrowings under the Credit Agreement, which is secured by substantially all of the assets of NRG and the Guarantors, and any other secured Indebtedness (including any Hedging Obligations secured by junior liens on assets of NRG or its Subsidiaries) we have, in each case to the extent of the value of the assets that secure the Credit Agreement or other secured Indebtedness, as the case may be. See "Risk FactorsRisks related to the notesIn the event of a bankruptcy or insolvency, holders of our secured indebtedness and other secured obligations will have a prior secured claim to any collateral securing such indebtedness or other obligations."
The subsidiary guarantees
The notes will be guaranteed by the Guarantors. Each guarantee of the notes:
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However, each Guarantor's guarantee of the notes will be effectively subordinated to such Guarantor's guarantee under the Credit Agreement and any other secured Indebtedness (including any Hedging Obligations secured by junior liens on assets such Guarantor) of such Guarantor, in each case to the extent of the value of the assets of such Guarantor that secure the Credit Agreement or other secured Indebtedness, as the case may be.
The operations of NRG are largely conducted through its subsidiaries and, therefore, NRG depends on the cash flow of its subsidiaries to meet its obligations, including its obligations under the notes. Not all of NRG's subsidiaries will guarantee the notes. The notes will be effectively subordinated in right of payment to all Indebtedness and other liabilities and commitments (including trade payables, lease obligations, indebtedness for borrowed money and hedging obligations) of these non-guarantor subsidiaries. We have designated GenOn and its subsidiaries as excluded project subsidiaries under the indenture, and consequently, GenOn and its subsidiaries will not be guarantors of the notes and the notes will be structurally subordinated to their indebtedness and other liabilities and commitments, including the GenOn Notes and the GenOn Americas Notes. Any right of NRG to receive assets of any of its subsidiaries upon the subsidiary's liquidation or reorganization (and the consequent right of the holders of the notes to participate in those assets) will be effectively subordinated to the claims of that subsidiary's creditors, except to the extent that NRG is itself recognized as a creditor of the subsidiary, in which case its claims would still be subordinate in right of payment to any security in the assets of the subsidiary and any indebtedness of the subsidiary senior to that held by NRG. The guarantor subsidiaries accounted for approximately 95% of NRG's revenues from wholly-owned operations for the year ended December 31, 2012 (revenues for the year ended December 31, 2012, include revenues from GenOn and its subsidiaries from December 15, 2012 to December 31, 2012). The guarantor subsidiaries held approximately 52.3% of NRG's consolidated assets as of December 31, 2012. As of December 31, 2012, NRG's non-guarantor subsidiaries, including GenOn and its subsidiaries, had approximately $10,553 million in aggregate principal amount of non-current liabilities and outstanding trade payables of approximately $583 million. See "Risk FactorsRisks related to the notesYour right to receive payments on the notes could be adversely affected if any of our non-guarantor subsidiaries declare bankruptcy, liquidate, or reorganize." See Note 28, Condensed Consolidating Financial Information, to the audited consolidated financial statements of NRG for the year ended December 31, 2012, contained in the 2012 Form 10-K, which are incorporated herein by reference, for more detail about the historical division of NRG Energy, Inc.'s consolidated revenues and assets between the Guarantor and non-Guarantor Subsidiaries.
On January 3, 2013, two subsidiaries of NRG became Guarantors under the notes, Allied Home Warranty GP LLC and NRG Home Solutions LLC. On March 13, 2013, two additional subsidiaries of NRG became Guarantors under the notes, Allied Warranty LLC and Lone Star A/C & Appliance Repair, LLC. These four subsidiaries were not Guarantors as of December 31, 2012, and were therefore included in the "non-guarantor subsidiaries" column in note 28 to NRG's financial statements included in the 2012 Form 10-K.
Under the circumstances described below under the caption "Certain covenantsDesignation of restricted, unrestricted and excluded project subsidiaries," NRG will be permitted to designate certain of its subsidiaries as "Unrestricted Subsidiaries" or "Excluded Project Subsidiaries." NRG's Unrestricted Subsidiaries are not subject to many of the restrictive covenants in the indenture. NRG's Unrestricted Subsidiaries and Excluded Subsidiaries do not guarantee the notes.
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Principal, maturity and interest
NRG will issue up to $990 million in aggregate principal amount of Exchange Notes in this offering. NRG may issue additional notes of the same series under the indenture from time to time. Any issuance of additional notes is subject to all of the covenants in the indenture, including the covenant described below under the caption "Certain covenantsIncurrence of indebtedness and issuance of preferred stock." The notes and any additional notes of the same series subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will mature on March 15, 2023.
Interest on the notes will accrue at the rate of 6.625% per annum, and will be payable semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2013. NRG will make each interest payment to the holders of record on the immediately preceding March 1 and September 1.
Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.
Methods of receiving payments on the notes
If a holder of notes has given wire transfer instructions to NRG, NRG will pay or cause to be paid all principal, interest and premium on that holder's notes in accordance with those instructions. All other payments on notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless NRG elects to make interest payments by check mailed to the noteholders at their address set forth in the register of holders.
Paying agent and registrar for the notes
The trustee will initially act as paying agent and registrar. NRG may change the paying agent or registrar without prior notice to the holders of the notes, and NRG or any of its Subsidiaries may act as paying agent or registrar.
Transfer and exchange
A holder may transfer or exchange notes in accordance with the provisions of the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. NRG is not required to transfer or exchange any note selected for redemption. Also, NRG is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.
Subsidiary guarantees
NRG's payment obligations under the notes will be guaranteed on an unconditional basis by each of NRG's current and future Restricted Subsidiaries, other than the Excluded Subsidiaries for so long as they constitute Excluded Subsidiaries. These Subsidiary Guarantees will be joint and several obligations of the Guarantors. The obligations of each Guarantor under its Subsidiary Guarantee will be limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. See "Risk FactorsRisks related to the notesFederal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors."
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A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than NRG or another Guarantor, unless:
(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and
(2) either:
(a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the indenture, the registration rights agreement and its Subsidiary Guarantee pursuant to supplemental agreements reasonably satisfactory to the trustee under the indenture;
(b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the indenture; or
(c) immediately after giving effect to that transaction, such Person qualifies as an Excluded Subsidiary.
The Subsidiary Guarantee of a Guarantor will be released automatically:
(1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) NRG or a Restricted Subsidiary of NRG, if the sale or other disposition does not violate the "Asset Sale" provisions of the indenture;
(2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) NRG or a Restricted Subsidiary of NRG, if (a) the sale or other disposition does not violate the "Asset Sale" provisions of the indenture and (b) following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of NRG;
(3) if NRG designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture;
(4) the date that any Subsidiary that is not an Excluded Subsidiary becomes an Excluded Subsidiary;
(5) upon defeasance or satisfaction and discharge of the notes as provided below under the captions "Legal defeasance and covenant defeasance" and "Satisfaction and discharge";
(6) upon a dissolution of a Guarantor that is permitted under the indenture; or
(7) otherwise with respect to the Guarantee of any Guarantor, upon:
(a) the prior consent of holders of at least a majority in aggregate principal amount of the notes then outstanding;
(b) the consent of requisite lenders under the Credit Agreement (as amended, restated, modified, renewed, refunded, replaced or refinanced from time to time) to the release of such Guarantor's Guarantee of all Obligations under the Credit Agreement; or
(c) the contemporaneous release of such Guarantor's Guarantee of all Obligations under the Credit Agreement (as amended, restated, modified, renewed, refunded, replaced or refinanced from time to time).
See "Repurchase at the option of holdersAsset sales."
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Optional redemption
At any time prior to September 15, 2015, NRG may on any one or more occasions redeem up to 35% of the aggregate principal amount of the notes, upon not less than 30 nor more than 60 days notice, at a redemption price of 106.625% of the principal amount, plus accrued and unpaid interest to the redemption date, with the proceeds of one or more Equity Offerings; provided that:
(1) at least 65% of the aggregate principal amount of the notes (excluding notes held by NRG and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
At any time prior to September 15, 2017, NRG may on any one or more occasions redeem all or a part of the notes, upon not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of the principal amount of notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the redemption date, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date.
Except pursuant to the preceding two paragraphs, the notes will not be redeemable at NRG's option prior to September 15, 2017. NRG is not prohibited, however, from acquiring the notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise, assuming such action does not otherwise violate the indenture.
On or after September 15, 2017, NRG may on any one or more occasions redeem all or a part of the notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on September 15 of the years indicated below, subject to the rights of noteholders on the relevant record date to receive interest on the relevant interest payment date:
Year
|
Percentage | |||
---|---|---|---|---|
2017 |
103.313 | % | ||
2018 |
102.208 | % | ||
2019 |
101.104 | % | ||
2020 and thereafter |
100.000 | % |
Mandatory redemption
NRG is not required to make mandatory redemption or sinking fund payments with respect to the notes.
Repurchase at the option of holders
Change of control triggering event
If a Change of Control Triggering Event occurs, each holder of notes will have the right to require NRG to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder's notes pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, NRG will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest on the notes to the date of purchase, subject to the rights of noteholders on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control Triggering Event, NRG will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date
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specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. NRG will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, NRG will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such compliance.
On the Change of Control Payment Date, NRG will, to the extent lawful:
(1) accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and
(3) deliver or cause to be delivered to the trustee the notes properly accepted together with an officers' certificate stating the aggregate principal amount of notes or portions of notes being purchased by NRG.
The paying agent will promptly mail to each holder of notes properly tendered the Change of Control Payment for the notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. NRG will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
The provisions described above that require NRG to make a Change of Control Offer following a Change of Control Triggering Event will be applicable whether or not any other provisions of the indenture are applicable.
Except as described above with respect to a Change of Control Triggering Event, the indenture does not contain provisions that permit the holders of the notes to require that NRG repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.
NRG will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by NRG and purchases all notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the indenture as described above under the caption "Optional redemption," unless and until there is a default in payment of the applicable redemption price. A Change in Control Offer may be made in advance of a Change of Control Triggering Event, with the obligation to pay and the timing of payment conditioned upon the occurrence of a Change of Control Triggering Event, if a definitive agreement to effect a Change of Control is in place at the time the Change of Control Offer is made.
The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of NRG and its Subsidiaries taken as a whole. There is a limited body of case law interpreting the phrase "substantially all," and there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require NRG to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of NRG and its Subsidiaries taken as a whole to another Person or group may be uncertain.
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Asset sales
NRG will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:
(1) NRG (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; and
(2) at least 75% of the consideration received in the Asset Sale by NRG or such Restricted Subsidiary is in the form of cash. For purposes of this provision, each of the following will be deemed to be cash:
(a) any liabilities, as shown on NRG's most recent consolidated balance sheet, of NRG or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases NRG or such Restricted Subsidiary from further liability;
(b) any securities, notes or other obligations received by NRG or any such Restricted Subsidiary from such transferee that are converted by NRG or such Restricted Subsidiary into cash within 180 days of the receipt of such securities, notes or other obligations, to the extent of the cash received in that conversion;
(c) any stock or assets of the kind referred to in clauses (4) or (6) of the next paragraph of this covenant; and
(d) any Designated Noncash Consideration received by NRG or any Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to Section 4.10(a)(2)(D) of the Existing Indenture since the Original Issue Date that is at the time outstanding, not to exceed the greater of (x) $500.0 million or (y) 2.5% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value.
Within 365 days after the receipt of any Net Proceeds from an Asset Sale, other than Excluded Proceeds, NRG (or the applicable Restricted Subsidiary, as the case may be) may apply those Net Proceeds or, at its option, enter into a binding commitment to apply such Net Proceeds within the 365-day period following the date of such commitment (an "Acceptable Commitment"):
(1) to repay Indebtedness and other Obligations under a Credit Facility and, if such Indebtedness is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;
(2) in the case of a sale of assets pledged to secure Indebtedness (including Capital Lease Obligations), to repay the Indebtedness secured by those assets;
(3) in the case of an Asset Sale by a Restricted Subsidiary that is not a Guarantor, to repay Indebtedness of a Restricted Subsidiary that is not a Guarantor (other than Indebtedness owed to NRG or another Restricted Subsidiary of NRG);
(4) to acquire all or substantially all of the assets of, or any Capital Stock of, another Person engaged primarily in a Permitted Business, if, after giving effect to any such acquisition of Capital Stock, such Person is or becomes a Restricted Subsidiary of NRG and a Guarantor;
(5) to make a capital expenditure;
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(6) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; or
(7) any combination of the foregoing.
Pending the final application of any such Net Proceeds and notwithstanding clause (1) above, NRG may temporarily reduce revolving credit borrowings or otherwise use the Net Proceeds in any manner that is not prohibited by the indenture.
Notwithstanding the preceding paragraph, in the event that regulatory approval is necessary for an asset or investment, or construction, repair or restoration of any asset or investment has commenced, then NRG or any Restricted Subsidiary shall have an additional 365 days to apply the Net Proceeds from such Asset Sale in accordance with the preceding paragraph.
Any Acceptable Commitment that is later canceled or terminated for any reason before such Net Proceeds are so applied shall be treated as a permitted application of the Net Proceeds if NRG or such Restricted Subsidiary enters into another Acceptable Commitment within the later of (a) nine months of such cancellation or termination or (b) the end of the initial 365-day period.
Any Net Proceeds from Asset Sales (other than Excluded Proceeds) that are not applied or invested as provided above will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $100.0 million, or at such earlier date as may be selected by NRG, NRG will make an Asset Sale Offer to all holders of notes and all holders of other Indebtedness (including Indebtedness evidenced by the Existing Senior Notes) that is pari passu with the notes containing provisions similar to those set forth in the indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, NRG may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.
NRG will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the indenture, NRG will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such compliance.
The agreements governing NRG's other Indebtedness, including the Credit Agreement, contain, and future agreements may contain, prohibitions of certain events, including events that would constitute a Change of Control or an Asset Sale and including repurchases of or other prepayments in respect of the notes. The exercise by the holders of notes of their right to require NRG to repurchase the notes upon a Change of Control Triggering Event or an Asset Sale could cause a default under these other agreements, even if the Change of Control Triggering Event or Asset Sale itself does not, due to the financial effect of such repurchases on NRG. In the event a Change of Control Triggering Event or Asset Sale occurs at a time when NRG is prohibited from purchasing notes, NRG could seek the consent of its senior lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If NRG does not obtain a consent or repay those borrowings, NRG will remain prohibited from purchasing notes. In that case, NRG's failure to purchase tendered notes would constitute an Event of Default under the indentures which could, in turn, constitute a default under the
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other indebtedness. Finally, NRG's ability to pay cash to the holders of notes upon a repurchase may be limited by NRG's then existing financial resources. See "Risk FactorsRisks related to the notesWe may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture governing the notes."
Selection and notice
If less than all of the notes are to be redeemed at any time, the trustee for the notes will select notes for redemption on a pro rata basis unless otherwise required by law or applicable stock exchange requirements.
No notes of $2,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Any redemption notice may, in NRG's discretion, be subject to the satisfaction of one or more conditions precedent.
If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption.
Certain covenants
Changes in covenants when notes rated investment grade
If on any date following the Issue Date:
(1) the rating assigned to the notes by each of S&P and Moody's is an Investment Grade Rating; and
(2) no Default or Event of Default shall have occurred and be continuing, then, beginning on that day and subject to the provisions of the following two paragraphs, the covenants in the indenture specifically listed under the following captions will be suspended as to the notes issued under such indenture:
(a) "Repurchase at the option of holdersAsset sales;"
(b) "Certain covenantsRestricted payments;"
(c) "Certain covenantsIncurrence of indebtedness and issuance of preferred stock;"
(d) "Certain covenantsDividend and other payment restrictions affecting subsidiaries;"
(e) "Certain covenantsDesignation of restricted, unrestricted and excluded project subsidiaries;"
(f) "Certain covenantsTransactions with affiliates;" and
(g) clause (4) of the covenant described below under the caption "Certain covenantsMerger, consolidation or sale of assets."
Clauses (a) through (g) above are collectively referred to as the "Suspended Covenants."
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During any period that the foregoing covenants have been suspended, NRG may not designate any of its Subsidiaries as Unrestricted Subsidiaries or Excluded Project Subsidiaries pursuant to the covenant described below under the caption "Designation of restricted, unrestricted and excluded project subsidiaries," the second paragraph of the definition of "Unrestricted Subsidiary," or the definition of "Excluded Project Subsidiary," unless it could do so if the foregoing covenants were in effect.
If at any time such notes are downgraded from an Investment Grade Rating by either S&P or Moody's, the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended and be applicable pursuant to the terms of the indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of the indenture), unless and until the notes subsequently attain an Investment Grade Rating from each of S&P and Moody's (in which event the Suspended Covenants will again be suspended for such time that the notes maintain an Investment Grade Rating from each of S&P and Moody's); provided, however, that no Default, Event of Default or breach of any kind will be deemed to exist under the indenture, the notes or the related Subsidiary Guarantees with respect to the Suspended Covenants based on, and none of NRG or any of its Subsidiaries will bear any liability under the indenture, the notes or the related Subsidiary Guarantees with respect to the Suspended Covenants for, any actions taken or events occurring after such notes attain an Investment Grade Rating from each of S&P and Moody's and before any reinstatement of the Suspended Covenants as provided above, or any actions taken at any time pursuant to any contractual obligation arising prior to the reinstatement, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period.
Restricted payments
NRG will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:
(1) declare or pay any dividend or make any other payment or distribution on account of NRG's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving NRG or any of its Restricted Subsidiaries) or to the direct or indirect holders of NRG's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of NRG or to NRG or a Restricted Subsidiary of NRG);
(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving NRG) any Equity Interests of NRG or any direct or indirect parent of NRG (other than any such Equity Interests owned by NRG or any Restricted Subsidiary of NRG);
(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of NRG or any Guarantor that is contractually subordinated to the notes or any Subsidiary Guarantee of the notes (excluding any intercompany Indebtedness between or among NRG and any of its Restricted Subsidiaries), except (a) a payment of interest or principal at the Stated Maturity thereof or (b) a payment, purchase, redemption, defeasance, acquisition or retirement of any subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or payment at final maturity, in each case due within one year of the date of payment, purchase, redemption, defeasance, acquisition or retirement; or
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(4) make any Restricted Investment (all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:
(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;
(2) on a pro forma basis after giving effect to such Restricted Payment and any transaction related thereto, the Debt to Cash Flow Ratio would not have exceeded 5.75 to 1.0; and
(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by NRG and its Restricted Subsidiaries since the Original Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (6), (7), (8), (9), (10) and (11) of the next succeeding paragraph), is less than the sum, without duplication, of:
(a) Consolidated Cash Flow of NRG, minus 140% of Consolidated Interest Expense of NRG, in each case for the period (taken as one accounting period) from March 31, 2009 to the end of NRG's most recently ended fiscal quarter for which financial statements are publicly available at the time of such Restricted Payment, plus
(b) 100% of the fair market value of any property or assets and the aggregate net cash proceeds in each case received by NRG or any of its Restricted Subsidiaries since the Original Issue Date in exchange for Qualifying Equity Interests or from the issue or sale of Qualifying Equity Interests (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of NRG that have been converted into or exchanged for such Qualifying Equity Interests (other than Qualifying Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of NRG), plus
(c) to the extent that any Restricted Investment that was made after February 2, 2006 is sold for cash or otherwise liquidated or repaid for cash after the Original Issue Date, the cash return with respect to such Restricted Investment (less the cost of disposition, if any) to the extent not already included in the Consolidated Cash Flow of NRG since the Original Issue Date, plus
(d) 100% of any cash received by NRG or a Restricted Subsidiary of NRG after the Original Issue Date from an Unrestricted Subsidiary of NRG, to the extent that such cash was not otherwise included in Consolidated Cash Flow of NRG for such period, plus
(e) to the extent that any Unrestricted Subsidiary of NRG is redesignated as a Restricted Subsidiary after the Original Issue Date, the fair market value of NRG's Investment in such Subsidiary as of the date of such redesignation.
The preceding provisions will not prohibit:
(1) the payment of any dividend within 90 days after the date of declaration of the dividend, if at the date of declaration the dividend payment would have complied with the provisions of the indenture;
(2) so long as no Default has occurred and is continuing or would be caused thereby, the making of any Restricted Payment in exchange for, or out of the aggregate proceeds of the substantially concurrent sale (other than to a Subsidiary of NRG) of, Equity Interests of NRG (other than Disqualified Stock) or from the contribution of equity capital (unless such contribution would constitute Disqualified Stock) to NRG; provided that the amount of any such proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(b) of the preceding paragraph;
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(3) so long as no Default has occurred and is continuing or would be caused thereby, the defeasance, redemption, repurchase or other acquisition of Indebtedness of NRG or any Guarantor that is contractually subordinated to the notes or to any Subsidiary Guarantee with the proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;
(4) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of NRG to the holders of its Equity Interests on a pro rata basis;
(5) so long as no Default has occurred and is continuing or would be caused thereby, (a) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of NRG or any Restricted Subsidiary of NRG held by any current or former officer, director or employee of NRG or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, severance agreement, shareholders' agreement or similar agreement or employee benefit plan or (b) the cancellation of Indebtedness owing to NRG or any of its Restricted Subsidiaries from any current or former officer, director or employee of NRG or any of its Restricted Subsidiaries in connection with a repurchase of Equity Interests of NRG or any of its Restricted Subsidiaries; provided that the aggregate price paid for the actions in clause (a) may not exceed $10.0 million in any twelve-month period (with unused amounts in any period being carried over to succeeding periods) and may not exceed $50.0 million in the aggregate since the Issue Date; provided, further that (i) such amount in any calendar year may be increased by the cash proceeds of "key man" life insurance policies received by NRG and its Restricted Subsidiaries after the Issue Date less any amount previously applied to the making of Restricted Payments pursuant to this clause (5) since the Issue Date and (ii) cancellation of the Indebtedness owing to NRG from employees, officers, directors and consultants of NRG or any of its Restricted Subsidiaries in connection with a repurchase of Equity Interests of NRG from such Persons shall be permitted under this clause (5) as if it were a repurchase, redemption, acquisition or retirement for value subject hereto;
(6) the repurchase of Equity Interests in connection with the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options and the repurchases of Equity Interests in connection with the withholding of a portion of the Equity Interests granted or awarded to an employee to pay for the taxes payable by such employee upon such grant or award;
(7) so long as no Default has occurred and is continuing or would be caused thereby, the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of (a) preferred stock outstanding on the Issue Date, (b) Disqualified Stock of NRG or any Restricted Subsidiary of NRG issued on or after the Issue Date in accordance with the terms of the indenture and the Existing Senior Notes or (c) preferred stock issued on or after the Issue Date in accordance with the terms of the indenture and the Existing Senior Notes or, in the event that any of the instruments described in (a) through (c) above have been converted into or exchanged for Qualifying Equity Interests, other Restricted Payments in an amount no greater than and with timing of such payments not earlier than the dividends that would have otherwise been payable on such instruments;
(8) payments to holders of NRG's Capital Stock in lieu of the issuance of fractional shares of its Capital Stock;
(9) the purchase, redemption, acquisition, cancellation or other retirement for a nominal value per right of any rights granted to all the holders of Capital Stock of NRG pursuant to any shareholders' rights plan adopted for the purpose of protecting shareholders from unfair takeover tactics; provided that any such purchase, redemption, acquisition, cancellation or other retirement
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of such rights is not for the purpose of evading the limitations of this covenant (all as determined in good faith by a senior financial officer of NRG);
(10) so long as no Default has occurred and is continuing or would be caused thereby, upon the occurrence of a Change of Control Triggering Event or Asset Sale and after the completion of the offer to repurchase the notes as described above under the caption "Repurchase at the option of holdersChange of control triggering event" or "Repurchase at the option of holdersAsset sales," as applicable (including the purchase of all notes tendered), any purchase, defeasance, retirement, redemption or other acquisition of Indebtedness that is contractually subordinated to the notes or any subsidiary guarantee required under the terms of such Indebtedness, or any Disqualified Stock, with, in the case of an Asset Sale, Net Proceeds, as a result of such Change of Control Triggering Event or Asset Sale; and
(11) so long as no Default has occurred and is continuing or would be caused thereby, other Restricted Payments since the Issue Date in an aggregate amount not to exceed the amount available as of the Issue Date for Restricted Payments under Section 4.07(b)(12) of the Existing Indenture.
As of December 31, 2012, approximately $6,011 million would have been available for Restricted Payments pursuant to clause (3) of the second paragraph above and there was no availability for Restricted Payments pursuant to clause (11) above.
The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by NRG or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant will be determined by a senior financial officer of NRG whose certification with respect thereto will be delivered to the trustee.
Incurrence of indebtedness and issuance of preferred stock
NRG will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt), and NRG will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that NRG may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for NRG's most recently ended four full fiscal quarters for which financial statements are publicly available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness (including Acquired Debt) had been incurred or Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.
The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):
(1) the incurrence by NRG and PMI (and the guarantee thereof by the Guarantors) of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of NRG and its Restricted Subsidiaries thereunder) not to exceed $6.0 billion less the aggregate amount of all repayments, optional or mandatory, of the principal of any term Indebtedness under a Credit Facility that have been made by NRG or any of its Restricted Subsidiaries since the Issue Date with the Net
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Proceeds of Asset Sales (other than Excluded Proceeds) and less, without duplication, the aggregate amount of all repayments or commitment reductions with respect to any revolving credit borrowings under a Credit Facility that have been made by NRG or any of its Restricted Subsidiaries since the Issue Date as a result of the application of the Net Proceeds of Asset Sales (other than Excluded Proceeds), in each case in accordance with the covenant described above under the caption "Repurchase at the option of holdersAsset sales" (excluding temporary reductions in revolving credit borrowings as contemplated by that covenant);
(2) the incurrence by NRG and its Restricted Subsidiaries of the Existing Indebtedness;
(3) the incurrence by NRG and the Guarantors of Indebtedness represented by the notes and the related Subsidiary Guarantees to be issued on the Issue Date and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the registration rights agreement;
(4) the incurrence by NRG or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement or lease of property (real or personal), plant or equipment used or useful in the business of NRG or any of its Restricted Subsidiaries or incurred within 180 days thereafter, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed at any time outstanding 5.0% of Total Assets;
(5) the incurrence by NRG or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, replace, defease or discharge Indebtedness (other than intercompany Indebtedness) that was permitted by the indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), (15), (16), (17), (18), (19) and (21) of this paragraph;
(6) the incurrence by NRG or any of its Restricted Subsidiaries of intercompany Indebtedness between or among NRG and any of its Restricted Subsidiaries; provided, however, that:
(a) if NRG or any Guarantor is the obligor on such Indebtedness and the payee is not NRG or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the notes, in the case of NRG, or the Subsidiary Guarantee, in the case of a Guarantor; and
(b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than NRG or a Restricted Subsidiary of NRG and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either NRG or a Restricted Subsidiary of NRG, will be deemed, in each case, to constitute an incurrence of such Indebtedness by NRG or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);
(7) the issuance by any of NRG's Restricted Subsidiaries to NRG or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:
(a) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than NRG or a Restricted Subsidiary of NRG; and
(b) any sale or other transfer of any such preferred stock to a Person that is not either NRG or a Restricted Subsidiary of NRG, will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7);
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(8) the incurrence by NRG or any of its Restricted Subsidiaries of Hedging Obligations;
(9) the guarantee by (i) NRG or any of the Guarantors of Indebtedness of NRG or a Guarantor that was permitted to be incurred by another provision of this covenant; (ii) any of the Excluded Project Subsidiaries of Indebtedness of any other Excluded Project Subsidiary; and (iii) any of the Excluded Foreign Subsidiaries of Indebtedness of any other Excluded Foreign Subsidiary; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the notes, then the guarantee shall be subordinated to the same extent as the Indebtedness guaranteed;
(10) the incurrence by NRG or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) inadvertently drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is covered within five business days;
(11) the incurrence by NRG or any of its Restricted Subsidiaries of Indebtedness in respect of (i) workers' compensation claims, self-insurance obligations, bankers' acceptance and (ii) performance and surety bonds provided by NRG or a Restricted Subsidiary in the ordinary course of business;
(12) the incurrence of Non-Recourse Debt by any Excluded Project Subsidiary,
(13) the incurrence of Indebtedness that may be deemed to arise as a result of agreements of NRG or any Restricted Subsidiary of NRG providing for indemnification, adjustment of purchase price or any similar obligations, in each case, incurred in connection with the disposition of any business, assets or Equity Interests of any Subsidiary; provided that the aggregate maximum liability associated with such provisions may not exceed the gross proceeds (including non-cash proceeds) of such disposition;
(14) the incurrence by NRG or any Restricted Subsidiary of NRG of Indebtedness represented by letters of credit, guarantees or other similar instruments supporting Hedging Obligations of NRG or any of its Restricted Subsidiaries (other than Excluded Subsidiaries) permitted to be incurred by the indenture;
(15) Indebtedness, Disqualified Stock or preferred stock of Persons or assets that are acquired by NRG or any Restricted Subsidiary of NRG or merged into NRG or a Restricted Subsidiary of NRG in accordance with the terms of the indenture; provided that such Indebtedness, Disqualified Stock or preferred stock is not incurred in contemplation of such acquisition or merger; and provided further that after giving effect to such acquisition or merger, either:
(a) NRG would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of this covenant; or
(b) the Fixed Charge Coverage Ratio would be greater than immediately prior to such acquisition or merger;
(16) Environmental CapEx Debt; provided, that prior to the incurrence of any Environmental CapEx Debt, NRG shall deliver to the trustee an officers' certificate designating such Indebtedness as Environmental CapEx Debt;
(17) Indebtedness incurred to finance Necessary Capital Expenditures; provided, that prior to the incurrence of any Indebtedness to finance Necessary Capital Expenditures, NRG shall deliver to the trustee an officers' certificate designating such Indebtedness as Necessary CapEx Debt;
(18) Indebtedness of NRG or any Restricted Subsidiary consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;
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(19) the incurrence by NRG or any of its Restricted Subsidiaries of Contribution Indebtedness;
(20) the incurrence by NRG and/or any of its Restricted Subsidiaries of Indebtedness that constitutes a Permitted Tax Lease; and
(21) the incurrence by NRG and/or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (21), not to exceed $1.0 billion.
For purposes of determining compliance with this "Incurrence of indebtedness and issuance of preferred stock" covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (21) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, NRG will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant. Indebtedness under the Credit Agreement outstanding on the Issue Date will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant; provided, in each such case, that the amount thereof is included in Fixed Charges of NRG as accrued.
For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency will be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of the Indebtedness being refinanced.
The amount of any Indebtedness outstanding as of any date will be:
(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;
(2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and
(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:
(a) the fair market value of such asset at the date of determination, and
(b) the amount of the Indebtedness of the other Person;
provided that any changes in any of the above shall not give rise to a default under this covenant.
Antilayering
NRG will not incur, and will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of
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NRG or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the notes and the applicable Guarantee on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of NRG solely by virtue of being unsecured or by virtue of being secured on a first or junior Lien basis.
Liens
NRG will not and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) securing Indebtedness or Attributable Debt upon any of their property or assets, now owned or hereafter acquired, unless all payments due under the indenture and the notes issued thereunder are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien.
Sale and leaseback transactions
NRG will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction (other than a Permitted Tax Lease, which shall not be restricted by this covenant); provided that NRG or any Guarantor may enter into a sale and leaseback transaction if:
(1) NRG or that Guarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the covenant described above under the caption "Incurrence of indebtedness and issuance of preferred stock" and (b) incurred a Lien to secure such Indebtedness pursuant to the covenant described above under the caption "Liens";
(2) the gross proceeds of that sale and leaseback transaction are at least equal to the fair market value of the property that is subject of that sale and leaseback transaction, as determined in good faith by a senior financial officer of NRG; and
(3) if such sale and leaseback transaction constitutes an Asset Sale, the transfer of assets in that sale and leaseback transaction is permitted by, and NRG applies the proceeds of such transaction in compliance with, the covenant described above under the caption "Repurchase at the option of holdersAsset sales."
Dividend and other payment restrictions affecting subsidiaries
NRG will not, and will not permit any of its Restricted Subsidiaries (other than Excluded Subsidiaries) to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiaries (other than Excluded Subsidiaries) to:
(1) pay dividends or make any other distributions on its Capital Stock to NRG or any of its Restricted Subsidiaries (other than Excluded Subsidiaries), or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to NRG or any of its Restricted Subsidiaries (other than Excluded Subsidiaries);
(2) make loans or advances to NRG or any of its Restricted Subsidiaries (other than Excluded Subsidiaries); or
(3) transfer any of its properties or assets to NRG or any of its Restricted Subsidiaries (other than Excluded Subsidiaries).
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However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:
(1) the Credit Agreement and other agreements governing Existing Indebtedness, on the Issue Date;
(2) the indentures, the notes and the Subsidiary Guarantees (including the Exchange Notes and related Subsidiary Guarantees);
(3) applicable law, rule, regulation or order;
(4) customary non-assignment provisions in contracts, agreements, leases, permits and licenses;
(5) purchase money obligations for property acquired and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph;
(6) any agreement for the sale or other disposition of the stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(7) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(8) Liens permitted to be incurred under the provisions of the covenant described above under the caption "Liens" and associated agreements that limit the right of the debtor to dispose of the assets subject to such Liens;
(9) provisions limiting the disposition or distribution of assets or property in joint venture, partnership, membership, stockholder and limited liability company agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, including owners', participation or similar agreements governing projects owned through an undivided interest, which limitation is applicable only to the assets that are the subject of such agreements;
(10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in connection with a Permitted Business;
(11) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which NRG or any Restricted Subsidiary of NRG is a party entered into in connection with a Permitted Business; provided that such agreement prohibits the encumbrance of solely the property or assets of NRG or such Restricted Subsidiary that are the subject of that agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of NRG or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary;
(12) any instrument governing Indebtedness or Capital Stock of a Person acquired by NRG or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred;
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(13) Indebtedness of a Restricted Subsidiary of NRG existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by NRG;
(14) with respect to clause (3) of the first paragraph of this covenant only, restrictions encumbering property at the time such property was acquired by NRG or any of its Restricted Subsidiaries, so long as such restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition;
(15) provisions limiting the disposition or distribution of assets or property in agreements governing Non-Recourse Debt, which limitation is applicable only to the assets that are the subject of such agreements; and
(16) any encumbrance or restrictions of the type referred to in clauses (1), (2) and (3) of the first paragraph of this covenant imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (15) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of a senior financial officer of NRG, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewals, increase, supplement, refunding, replacement or refinancing.
Merger, consolidation or sale of assets
NRG may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not NRG is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of NRG and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:
(1) either: (a) NRG is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than NRG) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that if the Person is a partnership or limited liability company, then a corporation wholly-owned by such Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia that does not and will not have any material assets or operations shall become a co-issuer of the notes pursuant to supplemental indentures duly executed by the applicable trustee;
(2) the Person formed by or surviving any such consolidation or merger (if other than NRG) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of NRG under the notes, the registration rights agreement and the indenture pursuant to supplemental indentures or other documents and agreements reasonably satisfactory to the trustee;
(3) immediately after such transaction, no Default or Event of Default exists; and
(4) (i) NRG or the Person formed by or surviving any such consolidation or merger (if other than NRG), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under
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the caption "Incurrence of indebtedness and issuance of preferred stock" or (ii) the Fixed Charge Coverage Ratio of NRG or the Person formed by or surviving any such consolidation or merger (if other than NRG) is greater after giving pro forma effect to such consolidation or merger and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period than NRG's actual Fixed Charge Coverage Ratio for the period.
In addition, NRG may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person.
This "Merger, consolidation or sale of assets" covenant will not apply to:
(1) a merger of NRG with an Affiliate solely for the purpose of reincorporating NRG in another jurisdiction or forming a direct holding company of NRG; and
(2) any sale, transfer, assignment, conveyance, lease or other disposition of assets between or among NRG and its Restricted Subsidiaries, including by way of merger or consolidation.
Transactions with affiliates
NRG will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of NRG (each, an "Affiliate Transaction") involving aggregate payments in excess of $10.0 million, unless:
(1) the Affiliate Transaction is on terms that are no less favorable to NRG (as reasonably determined by NRG) or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by NRG or such Restricted Subsidiary with an unrelated Person; and
(2) NRG delivers to the trustee:
(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $75.0 million, a resolution of the Board of Directors set forth in an officers' certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and
(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $150.0 million, an opinion as to the fairness to NRG or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an Independent Financial Advisor.
The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:
(1) any employment agreement or director's engagement agreement, employee benefit plan, officer and director indemnification agreement or any similar arrangement entered into by NRG or any of its Restricted Subsidiaries or approved by a Responsible Officer of NRG in good faith;
(2) transactions between or among NRG and/or its Restricted Subsidiaries;
(3) transactions with a Person (other than an Unrestricted Subsidiary of NRG) that is an Affiliate of NRG solely because NRG owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;
(4) payment of directors' fees;
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(5) any issuance of Equity Interests (other than Disqualified Stock) of NRG or its Restricted Subsidiaries;
(6) Restricted Payments that do not violate the provisions of the indenture described above under the caption "Restricted payments";
(7) any agreement in effect as of the Issue Date or any amendment thereto or replacement thereof and any transaction contemplated thereby or permitted thereunder, so long as any such amendment or replacement agreement taken as a whole is not more disadvantageous to the holders of the notes than the original agreement as in effect on the Issue Date;
(8) payments or advances to employees or consultants that are incurred in the ordinary course of business or that are approved by a Responsible Officer of NRG in good faith;
(9) the existence of, or the performance by NRG or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by NRG or any of its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (9) to the extent that the terms of any such amendment or new agreement are not otherwise more disadvantageous to the holders of the notes in any material respect;
(10) transactions permitted by, and complying with, the provisions of the covenant described under "Merger, consolidation or sale of assets";
(11) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services (including pursuant to joint venture agreements) in compliance with the terms of the indenture that are fair to NRG and its Restricted Subsidiaries, in the reasonable determination of a senior financial officer of NRG, or are on terms not materially less favorable taken as a whole as might reasonably have been obtained at such time from an unaffiliated party;
(12) any repurchase, redemption or other retirement of Capital Stock of NRG held by employees of NRG or any of its Subsidiaries;
(13) loans or advances to employees or consultants;
(14) any Permitted Investment in another Person involved in a Permitted Business;
(15) transactions in which NRG or any Restricted Subsidiary of NRG, as the case may be, delivers to the trustee a letter from an Independent Financial Advisor stating that such transaction is fair to NRG or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (1) of the preceding paragraph;
(16) the issuance of any letters of credit to support obligations of any Excluded Subsidiary;
(17) transactions between or among Excluded Subsidiaries, and any Guarantee, guarantee and/or other credit support provided by NRG and/or any Restricted Subsidiary in respect of any Subsidiary or any Minority Investment so long as all holders of Equity Interests in such Subsidiary or Minority Investment (including NRG or any Restricted Subsidiary, as applicable) shall participate directly or indirectly in such applicable Guarantee, guarantee and/or other credit support or shall provide a commitment in respect of any related obligation, in each case, on a pro rata basis relative to their Equity Interests in such Minority Investment; provided that any such transaction shall be fair and reasonable and beneficial to NRG and its Restricted Subsidiaries (taken as a whole) and consistent with Prudent Industry Practice;
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(18) transactions relating to management, marketing, administrative or technical services between NRG and its Restricted Subsidiaries, or between Restricted Subsidiaries;
(19) any tax sharing agreement between or among NRG and its Subsidiaries so long as such tax sharing agreement is on fair and reasonable terms with respect to each participant therein; and
(20) any agreement to do any of the foregoing.
Additional subsidiary guarantees
If,
then such newly acquired or created Domestic Subsidiary, former Excluded Subsidiary, or Domestic Subsidiary that subsequently Guarantees other Indebtedness of NRG, as the case may be, will become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel satisfactory to the trustee within 30 business days of the date on which it was acquired or created or ceased to be an Excluded Subsidiary or Guaranteed other Indebtedness of NRG, as the case may be.
Designation of restricted, unrestricted and excluded project subsidiaries
NRG may designate, by a certificate executed by a Responsible Officer of NRG, any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by NRG and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the covenant described above under the caption "Restricted payments" or under one or more clauses of the definition of Permitted Investments, as determined by NRG. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. A Responsible Officer of NRG may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.
NRG may designate, by a certificate executed by a Responsible Officer of NRG, any Restricted Subsidiary to be an Excluded Project Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary that is not an Excluded Project Subsidiary is designated as an Excluded Project Subsidiary, the aggregate fair market value of all outstanding Investments owned by NRG and its Restricted Subsidiaries in the Subsidiary designated as an Excluded Project Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the covenant described above under the caption "Restricted payments" or under one or more clauses of the definition of Permitted Investments, as determined by NRG. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Excluded Project Subsidiary. A Responsible Officer of NRG may redesignate any Excluded Project Subsidiary to be a Restricted Subsidiary that is not an Excluded Project Subsidiary if that redesignation would not cause a Default.
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Payments for consent
NRG will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture, the notes or any Subsidiary Guarantee unless such consideration is offered to be paid and is paid to all holders of notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. Notwithstanding the foregoing, in any offer or payment of consideration for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of the indenture, the notes or any Subsidiary Guarantee in connection with an exchange offer, NRG and any of its Restricted Subsidiaries may exclude (i) holders or beneficial owners of the notes that are not institutional "accredited investors" as defined in subparagraphs (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act and (ii) holders or beneficial owners of the notes in any jurisdiction (other than the United States) where the inclusion of such holders or beneficial owners would require NRG or any such Restricted Subsidiary to comply with the registration requirements or other similar requirements under any securities laws of such jurisdiction, or the solicitation of such consent, waiver or amendment from, or the granting of such consent or waiver, or the approval of such amendment by, holders or beneficial owners in such jurisdiction would be unlawful, in each case as determined by NRG in its sole discretion.
Reports
Whether or not required by the Commission's rules and regulations, so long as any notes are outstanding, NRG will furnish to the holders of notes or cause the trustee to furnish to the holders of notes, within the time periods (including any extensions thereof) specified in the Commission's rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the Commission on Forms 10-Q and 10-K if NRG were required to file such reports; and
(2) all current reports that would be required to be filed with the Commission on Form 8-K if NRG were required to file such reports.
All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on NRG's consolidated financial statements by NRG's independent registered public accounting firm. In addition, NRG will file a copy of each of the reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the Commission will not accept such a filing). To the extent such filings are made, the reports will be deemed to be furnished to the trustee and holders of notes.
If NRG is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, NRG will nevertheless continue filing the reports specified in the preceding paragraph with the Commission within the time periods specified above unless the Commission will not accept such a filing. NRG agrees that it will not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission will not accept NRG's filings for any reason, NRG will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if NRG were required to file those reports with the Commission.
In addition, NRG and the Guarantors agree that, for so long as any notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they will furnish to the holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
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Events of default and remedies
Each of the following is an Event of Default with respect to the notes:
(1) default for 30 days in the payment when due of interest on the notes;
(2) default in payment when due of the principal of, or premium, if any, on the notes;
(3) failure by NRG or any of its Restricted Subsidiaries for 45 days after written notice given by the trustee or holders, to comply with any of the other agreements in the indenture;
(4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by NRG or any of its Restricted Subsidiaries (or the payment of which is guaranteed by NRG or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default:
(a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default"); or
(b) results in the acceleration of such Indebtedness prior to its express maturity,
and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 million or more; provided that this clause (4) shall not apply to (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to a Person that is not an Affiliate of NRG; (ii) Non-Recourse Debt of NRG Peaker Finance Company LLC; and (iii) Non-Recourse Debt of NRG or any of its Subsidiaries (except to the extent that NRG or any of its Restricted Subsidiaries that are not parties to such Non-Recourse Debt becomes directly or indirectly liable, including pursuant to any contingent obligation, for any such Non-Recourse Debt and such liability, individually or in the aggregate, exceeds $150.0 million);
(5) one or more judgments for the payment of money in an aggregate amount in excess of $150.0 million (excluding therefrom any amount reasonably expected to be covered by insurance) shall be rendered against NRG, any Restricted Subsidiary of NRG that is not an Excluded Project Subsidiary or any combination thereof and the same shall not have been paid, discharged or stayed for a period of 60 days after such judgment became final and non-appealable;
(6) except as permitted by the indenture, any Subsidiary Guarantee shall be held in any final and non-appealable judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor (or any group of Guarantors) that constitutes a Significant Subsidiary, or any Person acting on behalf of any Guarantor (or any group of Guarantors) that constitutes a Significant Subsidiary, shall deny or disaffirm its or their obligations under its or their Subsidiary Guarantee(s); and
(7) certain events of bankruptcy or insolvency described in the indenture with respect to NRG or any of its Restricted Subsidiaries (other than the Exempt Subsidiaries) that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.
In the case of an Event of Default with respect to the notes arising from certain events of bankruptcy or insolvency with respect to NRG, any Restricted Subsidiary (other than the Exempt Subsidiaries) that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all such notes that are outstanding will become due and payable immediately without further action or notice. If any other Event of Default occurs and is
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continuing, the trustee or the holders of at least 25% in principal amount of such notes that are outstanding may declare all the notes to be due and payable immediately.
Subject to certain limitations, holders of a majority in principal amount of the notes that are then outstanding may direct the trustee in its exercise of any trust or power. The trustee may withhold from holders of the notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest.
Subject to the provisions of the indenture relating to the duties of the applicable trustee, in case an Event of Default occurs and is continuing under the indenture, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any holders of the notes unless such holders have offered to the trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder of a note may pursue any remedy with respect to the indenture unless:
(1) such holder has previously given the trustee notice that an Event of Default is continuing;
(2) holders of at least 25% in aggregate principal amount of the notes that are then outstanding have requested the trustee to pursue the remedy;
(3) such holders have offered the trustee reasonable security or indemnity against any loss, liability or expense;
(4) the trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and
(5) holders of a majority in aggregate principal amount of the notes that are then outstanding have not given the trustee a direction inconsistent with such request within such 60-day period.
The holders of a majority in aggregate principal amount of the notes then outstanding by notice to the trustee may, on behalf of the holders of the notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, such notes.
NRG is required to deliver to the trustee annually a statement regarding compliance with the indenture. Upon becoming aware of any Default or Event of Default, NRG is required to deliver to the trustee a statement specifying such Default or Event of Default.
No personal liability of directors, officers, employees and stockholders
No director, officer, employee, incorporator or stockholder of NRG or any Guarantor, as such, will have any liability for any obligations of NRG or the Guarantors under the notes, the indentures or 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.
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Legal defeasance and covenant defeasance
NRG may, at its option and at any time, elect to have all of its obligations discharged with respect to the notes that are outstanding and all obligations of the Guarantors of such notes discharged with respect to their Subsidiary Guarantees ("Legal Defeasance") except for:
(1) the rights of holders of the notes that are then outstanding to receive payments in respect of the principal of, or interest or premium on such notes when such payments are due from the trust referred to below;
(2) NRG's obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;
(3) the rights, powers, trusts, duties and immunities of the trustee for the notes, and NRG's and the Guarantors' obligations in connection therewith; and
(4) the Legal Defeasance provisions of the indenture governing such notes.
In addition, NRG may, at its option and at any time, elect to have the obligations of NRG and the Guarantors released with respect to certain covenants (including its obligation to make Change of Control Offers and Asset Sale Offers) that are described in the indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under "Events of default and remedies" will no longer constitute an Event of Default with respect to the notes.
In order to exercise either Legal Defeasance or Covenant Defeasance:
(1) NRG must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants to pay the principal of, or interest and premium on such notes that are then outstanding on the Stated Maturity or on the applicable redemption date, as the case may be, and NRG must specify whether such notes are being defeased to maturity or to a particular redemption date;
(2) in the case of Legal Defeasance, NRG has delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) NRG has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the notes that are then outstanding will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
(3) in the case of Covenant Defeasance, NRG has delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the notes that are then outstanding will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
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(4) no Default or Event of Default with respect to the notes has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);
(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the indenture) to which NRG or any of its Subsidiaries is a party or by which NRG or any of its Subsidiaries is bound;
(6) NRG must deliver to the trustee an officers' certificate stating that the deposit was not made by NRG with the intent of preferring the holders of the notes over the other creditors of NRG with the intent of defeating, hindering, delaying or defrauding creditors of NRG or others; and
(7) NRG must deliver to the trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.
Amendment, supplement and waiver
Except as provided in the next two succeeding paragraphs, the indenture or the notes outstanding thereunder may be amended or supplemented with the consent of the holders of at least a majority in principal amount of notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the notes), and any existing default or compliance with any provision of the indenture or the notes outstanding thereunder may be waived with the consent of the holders of a majority in principal amount of the notes that are then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the notes).
Without the consent of each holder of notes affected, an amendment or waiver may not (with respect to any such notes held by a non-consenting holder):
(1) reduce the principal amount of such notes whose holders must consent to an amendment, supplement or waiver;
(2) reduce the principal of or change the fixed maturity of any such note or alter the provisions with respect to the redemption of such notes (other than provisions relating to the covenants described above under the caption "Repurchase at the option of holders" and provisions relating to the number of days of notice to be given in the event of a redemption);
(3) reduce the rate of or change the time for payment of interest on any such note;
(4) waive a Default or Event of Default in the payment of principal of, or interest or premium on such notes (except a rescission of acceleration of such notes by the holders of at least a majority in aggregate principal amount of such notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such note payable in currency other than that stated in such notes;
(6) make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of such notes to receive payments of principal of, or interest or premium on such notes;
(7) waive a redemption payment with respect to any such note (other than a payment required by one of the covenants described above under the caption "Repurchase at the option of holders"); or
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(8) make any change in the preceding amendment and waiver provisions.
Notwithstanding the preceding, without the consent of any holder of notes, NRG, the Guarantors and the trustee may amend or supplement the indenture or the notes:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated notes in addition to or in place of certificated notes;
(3) to provide for the assumption of NRG's obligations to holders of notes in the case of a merger or consolidation or sale of all or substantially all of NRG's assets;
(4) to make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect the legal rights under any indenture of any such holder;
(5) to comply with requirements of the Commission in order to effect or maintain the qualification of any indenture under the Trust Indenture Act;
(6) to conform the text of the indenture or the notes to any provision of the "Description of the Notes" in the Offering Memorandum to the extent that such provision in the "Description of the Notes" was intended to be a verbatim recitation of a provision of the indenture or the notes;
(7) to evidence and provide for the acceptance and appointment under the indenture of a successor trustee pursuant to the requirements thereof;
(8) to provide for the issuance of additional notes in accordance with the limitations set forth in the indenture as of the date hereof; or
(9) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the notes.
Satisfaction and discharge
The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:
(1) either:
(a) all such notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to NRG, have been delivered to the trustee for such notes for cancellation; or
(b) all such notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and NRG or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders of notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the notes not delivered to the trustee for cancellation for principal, premium and accrued interest to the date of maturity or redemption;
(2) no Default or Event of Default under such indenture has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which NRG or any Guarantor is a party or by which NRG or any Guarantor is bound;
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(3) NRG or any Guarantor has paid or caused to be paid all sums payable by it under the indenture; and
(4) NRG has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be.
In addition, NRG must deliver an officers' certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.
Concerning the trustee
If the trustee becomes a creditor of NRG or any Guarantor, the indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue (if such indenture has been qualified under the Trust Indenture Act) or resign.
The holders of a majority in principal amount of the notes that are outstanding will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of notes, unless such holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.
Additional information
Anyone who receives this prospectus may obtain a copy of the indenture without charge by writing to NRG Energy, Inc., 211 Carnegie Center, Princeton, NJ 08540, Attention: Investor Relations.
Certain definitions
Set forth below are certain defined terms used in the indentures. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.
"Acquired Debt" means, with respect to any specified Person:
(1) Indebtedness of any other Person or asset existing at the time such other Person or asset is merged with or into, is acquired by, or became a Subsidiary of such specified Person, as the case may be, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and
(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.
"Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes
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of this definition, the terms "controlling," "controlled by" and "under common control with" have correlative meanings.
"Applicable Law" shall mean, as to any Person, any ordinance, law, treaty, rule or regulation or determination by an arbitrator or a court or other Governmental Authority, including ERCOT, in each case, applicable to or binding on such Person or any of its property or assets or to which such Person or any of its property is subject.
"Applicable Premium" means, with respect to any note on any redemption date, the greater of:
(1) 1.0% of the principal amount of such note; or
(2) the excess of:
(A) the present value at such redemption date of (i) the redemption price of such note at September 15, 2017 (such redemption price being set forth in the table appearing above under the caption "Optional redemption") plus (ii) all required interest payments due on the note through September 15, 2017 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over
(B) the principal amount of the note.
"Asset Sale" means:
(1) the sale, lease (other than an operating lease), conveyance or other disposition of any assets or rights; provided that the sale, conveyance or other disposition of all or substantially all of the assets of NRG and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption "Repurchase at the option of holdersChange of control triggering event" and/or the provisions described above under the caption "Certain covenantsmerger, consolidation or sale of assets" and not by the provisions of the covenant described above under the caption "Repurchase at the option of holdersAsset sales;" and
(2) the issuance of Equity Interests in any of NRG's Restricted Subsidiaries or the sale of Equity Interests in any of its Subsidiaries.
Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:
(1) any single transaction or series of related transactions for which NRG or its Restricted Subsidiaries receive aggregate consideration of less than $100.0 million;
(2) a transfer of assets or Equity Interests between or among NRG and its Restricted Subsidiaries;
(3) an issuance of Equity Interests by a Restricted Subsidiary of NRG to NRG or to a Restricted Subsidiary of NRG;
(4) the sale or lease of products or services and any sale or other disposition of damaged, worn-out or obsolete assets;
(5) the sale or discount, in each case without recourse, of accounts receivable, but only in connection with the compromise or collection thereof;
(6) the licensing of intellectual property;
(7) the sale, lease, conveyance or other disposition for value of energy, fuel or emission credits or contracts for any of the foregoing;
(8) the sale or other disposition of cash or Cash Equivalents;
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(9) a Restricted Payment that does not violate the covenant described above under the caption "Certain covenantsRestricted payments" or a Permitted Investment;
(10) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any "boot" thereon) for use in a Permitted Business;
(11) a disposition of assets in connection with a foreclosure, transfer or deed in lieu of foreclosure or other exercise of remedial action; and
(12) any sale and leaseback transaction that is a Permitted Tax Lease.
"Asset Sale Offer" has the meaning assigned to that term in the indenture governing the notes.
"Attributable Debt" in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however, that if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of "Capital Lease Obligation."
"Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act. The terms "Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.
"Board of Directors" means:
(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;
(2) with respect to a partnership, the Board of Directors of the general partner of the partnership;
(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and
(4) with respect to any other Person, the board or committee of such Person serving a similar function.
"Capital Lease Obligation" means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.
"Capital Stock" means:
(1) in the case of a corporation, corporate stock;
(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and
(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of
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the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.
"Cash Equivalents" means:
(1) United States dollars, Euros or, in the case of any Foreign Subsidiary, any local currencies held by it from time to time;
(2) (i) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) and (ii) debt obligations issued by the Government National Mortgage Association, Farm Credit System, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation, Financing Corporation and Resolution Funding Corporation, in each case, having maturities of not more than 12 months from the date of acquisition;
(3) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers' acceptances with maturities not exceeding 12 months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and whose long-term debt, or whose parent company's long-term debt, has a rating of A2 or higher from Moody's and A or higher from S&P or, if Moody's and S&P do not rate the relevant bank, an equivalent rating issued by an equivalent non-U.S. rating agency, if any;
(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;
(5) commercial paper and auction rate securities having one of the two highest ratings obtainable from Moody's or S&P and in each case maturing within 12 months after the date of acquisition;
(6) readily marketable direct obligations issued by any state of the United States or any political subdivision thereof, in either case having one of the two highest rating categories obtainable from either Moody's or S&P; and
(7) money market funds that invest primarily in securities described in clauses (1) through (6) of this definition.
"Change of Control" means the occurrence of any of the following:
(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of NRG and its Subsidiaries taken as a whole to any "person" (as that term is used in Section 13(d) of the Exchange Act, but excluding any employee benefit plan of NRG or any of its Restricted Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of such plan);
(2) the adoption of a plan relating to the liquidation or dissolution of NRG;
(3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as defined above), other than a corporation owned directly or indirectly by the stockholders of NRG in substantially the same proportion as their ownership of stock of NRG prior to such transaction, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of NRG, measured by voting power rather than number of shares; or
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(4) the first day on which a majority of the members of the Board of Directors of NRG are not Continuing Directors.
"Change of Control Offer" has the meaning assigned to it in the indenture governing the notes.
"Change of Control Triggering Event" means (i) a Change of Control has occurred and (ii) the notes are downgraded by either S&P or Moody's on any date during the period commencing 60 days prior to the consummation of such Change of Control and ending 60 days following consummation of such Change of Control.
"Concurrent Cash Distributions" has the meaning assigned to it in the definition of "Investments."
"Consolidated Cash Flow" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:
(1) an amount equal to any extraordinary loss (including any loss on the extinguishment or conversion of Indebtedness) plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale (without giving effect of the threshold provided in the definition thereof), to the extent such losses were deducted in computing such Consolidated Net Income; plus
(2) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus
(3) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus
(4) any expenses or charges related to any equity offering, Permitted Investment, acquisition, disposition, recapitalization or Indebtedness permitted to be incurred by the indenture including a refinancing thereof (whether or not successful), including such fees, expenses or charges related to the offering of the notes and the Credit Agreement, and deducted in computing Consolidated Net Income; plus
(5) any professional and underwriting fees related to any equity offering, Permitted Investment, acquisition, recapitalization or Indebtedness permitted to be incurred under the indenture and, in each case, deducted in such period in computing Consolidated Net Income; plus
(6) the amount of any minority interest expense deducted in calculating Consolidated Net Income (less the amount of any cash dividends paid to the holders of such minority interests); plus
(7) any non cash gain or loss attributable to Mark to Market Adjustments in connection with Hedging Obligations; plus
(8) without duplication, any writeoffs, writedowns or other non-cash charges reducing Consolidated Net Income for such period, excluding any such charge that represents an accrual or reserve for a cash expenditure for a future period; plus
(9) all items classified as extraordinary, unusual or nonrecurring non-cash losses or charges (including, without limitation, severance, relocation and other restructuring costs), and related tax effects according to GAAP to the extent such non-cash charges or losses were deducted in computing such Consolidated Net Income; plus
(10) depreciation, depletion, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash charges and expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such
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period to the extent that such depreciation, depletion, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus
(11) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business; in each case, on a consolidated basis and determined in accordance with GAAP (including, without limitation, any increase in amortization or depreciation or other non-cash charges resulting from the application of purchase accounting in relation to any acquisition that is consummated after the Issue Date); minus
(12) interest income for such period;
provided, however, that Consolidated Cash Flow of NRG will exclude the Consolidated Cash Flow attributable to (i) Excluded Subsidiaries to the extent that the declaration or payment of dividends or similar distributions by the Excluded Subsidiary of that Consolidated Cash Flow is not, as a result of an Excluded Subsidiary Debt Default, then permitted by operation of the terms of the relevant Excluded Subsidiary Debt Agreement (provided that the Consolidated Cash Flow of the Excluded Subsidiary will only be so excluded for that portion of the period during which the condition described in the preceding proviso has occurred and is continuing), and (ii) for purposes of the covenant described above under the caption "Certain covenantsRestricted payments" only, Excluded Project Subsidiaries.
"Consolidated Interest Expense" means, with respect to any Person for any period, the consolidated cash interest expense of such Person and its Restricted Subsidiaries (other than Excluded Project Subsidiaries) for such period, whether paid or accrued (including, without limitation, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net payments (if any) pursuant to interest rate Hedging Obligations, but not including amortization of original issue discount and other non-cash interest payments), net of cash interest income. For purposes of the foregoing, interest expense shall be determined after giving effect to any net payments made or received by NRG or any Restricted Subsidiary (other than an Excluded Project Subsidiary) with respect to any interest rate hedging agreements.
"Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:
(1) the Net Income of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions (including pursuant to other intercompany payments but excluding Concurrent Cash Distributions) paid in cash to the specified Person or a Restricted Subsidiary of the Person;
(2) for purposes of the covenant described above under the caption "Certain covenantsRestricted payments" only, the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;
(3) the cumulative effect of a change in accounting principles will be excluded;
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(4) any net after-tax non-recurring or unusual gains, losses (less all fees and expenses relating thereto) or other charges or revenue or expenses (including, without limitation, relating to severance, relocation and one-time compensation charges) shall be excluded;
(5) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights to officers, directors or employees shall be excluded, whether under FASB 123R or otherwise;
(6) any net after-tax income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed or discontinued operations shall be excluded;
(7) any gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions shall be excluded; and
(8) any impairment charge or asset write-off pursuant to Financial Accounting Statement No. 142 and No. 144 or any successor pronouncement shall be excluded.
"Continuing Director" means, as of any date of determination, any member of the Board of Directors of NRG who:
(1) was a member of such Board of Directors on the Issue Date; or
(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.
"Contribution Indebtedness" means Indebtedness of NRG in an aggregate principal amount not to exceed two times the aggregate amount of cash received by NRG after the Issue Date from the sale of its Equity Interests (other than Disqualified Stock) or as a contribution to its common equity capital (in each case, other than to or from a Subsidiary of NRG); provided that such Indebtedness (a) is incurred within 180 days after the sale of such Equity Interests or the making of such capital contribution and (b) is designated as "Contribution Indebtedness" pursuant to an officers' certificate on the date of its incurrence. Any sale of Equity Interests or capital contribution that forms the basis for an incurrence of Contribution Indebtedness will not be considered to be a sale of Qualifying Equity Interests and will be disregarded for purposes of the "Restricted Payments" covenant.
"Credit Agreement" means the Third Amended and Restated Credit Agreement, dated June 30, 2010, among NRG, the lenders party thereto, Citicorp North America, Inc., as administrative agent and collateral agent, and various other parties acting as joint bookrunner, joint lead arranger or in various agency capacities, as described in this prospectus under the heading "Description of Certain Other Indebtedness and Preferred Stock."
"Credit Facilities" means (i) one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, credit-linked deposits (or similar deposits) receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit and (ii) debt securities sold to institutional investors, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.
"Debt to Cash Flow Ratio" means, as of any date of determination (for purposes of this definition, the "Calculation Date"), the ratio of (a) the Total Debt of NRG as of such date to (b) the Consolidated Cash Flow of NRG for the four most recent full fiscal quarters ending immediately prior to such date
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for which financial statements are publicly available. For purposes of making the computation referred to above:
(1) Investments and acquisitions that have been made by NRG or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by NRG or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect (in accordance with Regulation S-X under the Securities Act, but including all Pro Forma Cost Savings) as if they had occurred on the first day of the four-quarter reference period;
(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;
(3) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;
(4) any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and
(5) the Consolidated Cash Flow attributable to Excluded Project Subsidiaries will be excluded for purposes of all calculations required by this definition.
"Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.
"Designated Noncash Consideration" means the fair market value of non-cash consideration received by NRG or any person who is an Affiliate of the Company as a result of the Company's ownership of Equity Interests in such Person in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an officers' certificate, setting forth the basis of such valuation, executed by a senior financial officer of NRG, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Noncash Consideration.
"Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require NRG to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that NRG may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption "Certain covenantsRestricted payments." The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the indenture will be the maximum amount that NRG and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.
"Domestic Subsidiary" means any Restricted Subsidiary of NRG that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of NRG.
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"Environmental CapEx Debt" shall mean Indebtedness of NRG or its Restricted Subsidiaries incurred for the purpose of financing Environmental Capital Expenditures.
"Environmental Capital Expenditures" shall mean capital expenditures deemed necessary by NRG or its Restricted Subsidiaries to comply with Environmental Laws.
"Environmental Law" shall mean any applicable Federal, state, foreign or local statute, law, rule, regulation, ordinance, code and rule of common law now or hereafter in effect and in each case as amended, and any binding judicial or administrative interpretation thereof, including any binding judicial or administrative order, consent decree or judgment, relating to the environment, human health or safety or Hazardous Materials.
"Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).
"ERCOT" means the Electric Reliability Council of Texas.
"Exchange Notes" means the exchange notes to be issued pursuant to the registration rights agreement.
"Excluded Foreign Subsidiary" means, at any time, any Foreign Subsidiary that is (or is treated as) for United States federal income tax purposes either (1) a corporation or (2) a pass-through entity owned directly or indirectly by another Foreign Subsidiary that is (or is treated as) a corporation; provided that notwithstanding the foregoing, the following entities will be deemed to be "Excluded Foreign Subsidiaries": Sterling Luxembourg (No. 4) S.a.r.l., NRG Pacific Corporate Services Pty Ltd. and Tosli Acquisition B.V. and any subsidiary of Tosli Acquisition B.V. incorporated or formed in connection with the Itiquira Refinancing.
"Excluded Proceeds" means any Net Proceeds of an Asset Sale involving:
(1) the sale of up to $300.0 million in the aggregate received since the Issue Date from one or more Asset Sales of Equity Interests in, or property or assets of, any Foreign Subsidiaries or any Foreign Subsidiary Holding Company; and
(2) the sale of up to $50.0 million of assets per year,
in either event if and to the extent such Net Proceeds are designated by a Responsible Officer of NRG as Excluded Proceeds.
"Excluded Project Subsidiary" shall mean, at any time,
(1) each Subsidiary of NRG that is an obligor or otherwise bound with respect to Non-Recourse Debt on the Issue Date,
(2) any Person that becomes a Subsidiary of NRG after the Issue Date that is an obligor or otherwise bound with respect to Indebtedness that constitutes Non-Recourse Debt and that is not an obligor with respect to any other Indebtedness,
(3) any Person that is a Subsidiary of NRG on the Issue Date or any Person that becomes a Subsidiary of NRG after the Issue Date and that, in each case, has been designated, by a certificate executed by a Responsible Officer of NRG, as an Excluded Project Subsidiary dedicated to constructing or acquiring power generation facilities or related or ancillary assets or properties that are to be financed only with equity contributions and Non-Recourse Debt (and not any other Indebtedness), and
(4) any Subsidiary of NRG that (i) has been released as a Guarantor under the indenture pursuant to clause (7) of the third paragraph under the heading "Subsidiary Guarantees" or (ii), in
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the case of newly acquired or formed Subsidiaries, is not otherwise required to execute a Guarantee under the indenture as set forth under the heading "Additional Subsidiary Guarantees."
"Excluded Subsidiaries" means the Excluded Project Subsidiaries, the Excluded Foreign Subsidiaries and the Immaterial Subsidiaries.
"Excluded Subsidiary Debt Agreement" means the agreement or documents governing the relevant Indebtedness referred to in the definition of "Excluded Subsidiary Debt Default."
"Excluded Subsidiary Debt Default" means, with respect to any Excluded Subsidiary, the failure of such Excluded Subsidiary to pay any principal or interest or other amounts due in respect of any Indebtedness, when and as the same shall become due and payable, or the occurrence of any other event or condition that results in any Indebtedness of such Excluded Subsidiary becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, lapse of time or both) the holder or holders of such Indebtedness or any trustee or agent on its or their behalf to cause such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.
"Exempt Subsidiaries" means, collectively, NRG Ilion LP LLC, NRG Ilion Limited Partnership, Meriden Gas Turbine LLC, LSP-Nelson Energy LLC, NRG Nelson Turbines LLC, NRG Jackson Valley Energy I, Inc., NRG McClain LLC, NRG Audrain Holding LLC, NRG Audrain Generating LLC, NRG Peaker Finance Company LLC, Bayou Cove Peaking Power, LLC, Big Cajun I Peaking Power LLC, NRG Rockford LLC, NRG Rockford II LLC, NRG Rockford Equipment II LLC, NRG Sterlington Power LLC and NRG Rockford Acquisition LLC.
"Existing Indebtedness" means Indebtedness of NRG and its Subsidiaries (other than the Indebtedness under the Credit Agreement) in existence on the Issue Date, until such amounts are repaid.
"Existing Indenture" means the indenture governing NRG's outstanding 8.500% Senior Notes due 2019.
"Existing Senior Notes" means all notes issued pursuant to the indentures governing NRG's outstanding 7.375% senior notes due 2017, 8.500% senior notes due 2019, 8.250% senior notes due 2020, 7.625% senior notes due 2018, 7.625% senior notes due 2019 and 7.875% senior notes due 2021.
"Facility" means a power or energy related facility.
"fair market value" means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by a Responsible Officer of NRG.
"Fixed Charge Coverage Ratio" means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (for purposes of this definition, the "Calculation Date"), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.
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In addition, for purposes of calculating the Fixed Charge Coverage Ratio:
(1) Investments and acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect (in accordance with Regulation S-X under the Securities Act, but including all Pro Forma Cost Savings) as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period will be calculated on the same pro forma basis;
(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;
(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;
(4) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;
(5) any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and
(6) if any Indebtedness that is being incurred on the Calculation Date bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness).
If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into NRG or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, merger, consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto (including any Pro Forma Cost Savings) for such period as if such Investment, acquisition or disposition, or classification of such operation as discontinued had occurred at the beginning of the applicable four-quarter period.
"Fixed Charges" means, with respect to any specified Person for any period, the sum, without duplication, of:
(1) the consolidated interest expense of such Person and its Restricted Subsidiaries (other than interest expense of any Excluded Subsidiary the Consolidated Cash Flow of which is excluded from the Consolidated Cash Flow of such Person pursuant to the definition of "Consolidated Cash Flow") for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus
(2) the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus
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(3) any interest accruing on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus
(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable in Equity Interests of NRG (other than Disqualified Stock) or to NRG or a Restricted Subsidiary of NRG, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP; minus
(5) interest income for such period.
"Foreign Subsidiary" means any Restricted Subsidiary that is not a Domestic Subsidiary.
"Foreign Subsidiary Holding Company" means any Domestic Subsidiary that is a direct parent of one or more Foreign Subsidiaries and holds, directly or indirectly, no other assets other than Equity Interests of Foreign Subsidiaries and other de minimis assets related thereto.
"GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time; provided, however, that if any operating lease would be recharacterized as a capital lease due to changes in the accounting treatment of such operating leases under GAAP since the Issue Date, then solely with respect to the accounting treatment of any such lease, GAAP shall be interpreted as it was in effect on the Issue Date.
"Goldman Sachs Hedge Agreement" means the Master Power Purchase and Sale Agreement dated as of July 21, 2004, the Confirmation thereunder dated as of July 21, 2004 and the Confirmation thereunder dated as of November 30, 2004, each between an affiliate of Goldman, Sachs & Co. and Texas Genco, LP, as amended to the Issue Date, and any agreements related thereto.
"Governmental Authority" shall mean any nation or government, any state, province, territory or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, or any non-governmental authority regulating the generation and/or transmission of energy.
"Government Securities" means direct obligations of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) for the payment of which obligations or guarantees the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer's option.
"Guarantee" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).
"Guarantors" means each of:
(1) NRG's Restricted Subsidiaries other than the Excluded Foreign Subsidiaries, the Excluded Project Subsidiaries, and the Immaterial Subsidiaries; and
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(2) any other Restricted Subsidiary that executes a Subsidiary Guarantee in accordance with the provisions of the indenture;
and their respective successors and assigns.
"Hazardous Materials" shall mean (a) any petroleum or petroleum products, radioactive materials, friable asbestos, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing regulated levels of polychlorinated biphenyls and radon gas; (b) any chemicals, materials or substances defined as or included in the definition of "hazardous substances," "hazardous waste," "hazardous materials," "extremely hazardous waste," "restricted hazardous waste," "toxic substances," "toxic pollutants," "contaminants," or "pollutants" or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, which is prohibited, limited or regulated by any Environmental Law.
"Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under:
(1) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements, and
(2) (i) agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates, commodity prices or commodity transportation or transmission pricing or availability, including but not limited to the Goldman Sachs Hedge Agreement; (ii) any netting arrangements, power purchase and sale agreements, fuel purchase and sale agreements, swaps, options and other agreements, in each case, that fluctuate in value with fluctuations in energy, power or gas prices; and (iii) agreements or arrangements for commercial or trading activities with respect to the purchase, transmission, distribution, sale, lease or hedge of any energy related commodity or service.
"Immaterial Subsidiary" shall mean, at any time, any Restricted Subsidiary of NRG that is designated by NRG as an "Immaterial Subsidiary" if and for so long as such Restricted Subsidiary, together with all other Immaterial Subsidiaries, has (i) total assets at such time not exceeding 5% of NRG's consolidated assets as of the most recent fiscal quarter for which balance sheet information is available and (ii) total revenues and operating income for the most recent 12-month period for which income statement information is available not exceeding 5% of NRG's consolidated revenues and operating income, respectively; provided that such Restricted Subsidiary shall be an Immaterial Subsidiary only to the extent that and for so long as all of the above requirements are satisfied.
"Indebtedness" means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables, except as provided in clause (5) below), whether or not contingent:
(1) in respect of borrowed money;
(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);
(3) in respect of banker's acceptances;
(4) representing Capital Lease Obligations or Attributable Debt in respect of sale and leaseback transactions;
(5) representing the balance deferred and unpaid of the purchase price of any property (including trade payables) or services due more than six months after such property is acquired or such services are completed; or
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(6) representing the net amount owing under any Hedging Obligations,
if and to the extent any of the preceding items (other than letters of credit, Attributable Debt and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term "Indebtedness" includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person; provided, that the amount of such Indebtedness shall be deemed not to exceed the lesser of the amount secured by such Lien and the value of the Person's property securing such Lien.
"Independent Financial Advisor" means an accounting, appraisal, investment banking firm or consultant to Persons engaged in a Permitted Business of nationally recognized standing that is, in the good faith judgment of NRG, qualified to perform the task for which it has been engaged.
"Investment Grade Rating" means a rating equal to or higher than BBB- (or the equivalent) by S&P and equal to or higher than Baa3 (or the equivalent) by Moody's.
"Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If NRG or any Subsidiary of NRG sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of NRG such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of NRG, NRG will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of NRG's Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption "Certain covenantsRestricted payments." The acquisition by NRG or any Subsidiary of NRG of a Person that holds an Investment in a third Person will be deemed to be an Investment by NRG or such Subsidiary in such third Person in an amount equal to the fair market value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption "Certain covenantsRestricted payments." Except as otherwise provided in the indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.
Notwithstanding anything to the contrary herein, in the case of any Investment made by NRG or a Restricted Subsidiary of NRG in a Person substantially concurrently with a cash distribution by such Person to NRG or a Guarantor (a "Concurrent Cash Distribution"), then:
(1) the Concurrent Cash Distribution shall be deemed to be Net Proceeds received in connection with an Asset Sale and applied as set forth above under the caption "Certain covenantsAsset sales"; and
(2) the amount of such Investment shall be deemed to be the fair market value of the Investment, less the amount of the Concurrent Cash Distribution.
"Issue Date" means September 24, 2012.
"Itiquira" shall mean Itiquira Energetica S.A.
"Itiquira Acquisition Sub" shall have the meaning assigned to such term in the definition of Itiquira Refinancing.
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"Itiquira Refinancing" means the transaction or series of related transactions pursuant to which (a) any or all of the outstanding preferred stock of Itiquira directly or indirectly held by Eletrobrás is or was acquired by Itiquira or a subsidiary of Tosli Acquisition BV ("Itiquira Acquisition Sub") for an aggregate consideration not to exceed to $70.0 million, and, following such acquisition, such preferred stock is or was redeemed, repaid or otherwise retired or held as treasury stock or otherwise treated in accordance with the requirements of Brazilian law, and (b) Itiquira or the Itiquira Acquisition Sub may have incurred up to $70.0 million in aggregate principal amount of Indebtedness secured by Liens on the assets of Itiquira and the Itiquira Acquisition Sub ("Permitted Itiquira Indebtedness"), in each case on terms and conditions (which may include terms and conditions other than those set forth in this definition) reasonably satisfactory to the Administrative Agent under NRG's credit agreement at the time of such transaction or series of transactions.
"Lien" means, with respect to any asset:
(1) any mortgage, deed of trust, deed to secure debt, lien (statutory or otherwise), pledge, hypothecation, encumbrance, restriction, collateral assignment, charge or security interest in, on or of such asset;
(2) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; and
(3) in the case of Equity Interests or debt securities, any purchase option, call or similar right of a third party with respect to such Equity Interests or debt securities.
For the avoidance of doubt, "Lien" shall not be deemed to include licenses of intellectual property.
"Mark-to-Market Adjustments" means:
(1) any non-cash loss attributable to the mark-to-market movement in the valuation of Hedging Obligations (to the extent the cash impact resulting from such loss has not been realized) or other derivative instruments pursuant to Financial Accounting Standards Board Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities," or any similar successor provision; plus
(a) any loss relating to amounts paid in cash prior to the stated settlement date of any Hedging Obligation that has been reflected in Consolidated Net Income in the current period; plus
(b) any gain relating to Hedging Obligations associated with transactions recorded in the current period that has been reflected in Consolidated Net Income in prior periods and excluded from Consolidated Cash Flow pursuant to clauses (2)(a) and (2)(b) below; less,
(2) any non-cash gain attributable to the mark-to-market movement in the valuation of Hedging Obligations (to the extent the cash impact resulting from such gain has not been realized) or other derivative instruments pursuant to Financial Accounting Standards Board Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities," or any similar successor provision; less
(a) any gain relating to amounts received in cash prior to the stated settlement date of any Hedging Obligation that has been reflected in Consolidated Net Income in the current period; less
(b) any loss relating to Hedging Obligations associated with transactions recorded in the current period that has been reflected in Consolidated Net Income in prior periods and excluded from Consolidated Cash Flow pursuant to clauses (1)(a) and (1)(b) above.
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"Minority Investment" shall mean any Person (other than a Subsidiary) in which NRG or any Restricted Subsidiary owns Capital Stock.
"Moody's" means Moody's Investors Service, Inc. or any successor entity.
"Necessary CapEx Debt" shall mean Indebtedness of NRG or its Restricted Subsidiaries incurred for the purpose of financing Necessary Capital Expenditures.
"Necessary Capital Expenditures" shall mean capital expenditures that are required by Applicable Law (other than Environmental Laws) or undertaken for health and safety reasons. The term "Necessary Capital Expenditures" does not include any capital expenditure undertaken primarily to increase the efficiency of, expand or re-power any power generation facility.
"Net Income" means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends or accretion, excluding, however:
(1) any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with: (a) any Asset Sale (without giving effect to the threshold provided for in the definition thereof); or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and
(2) any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss.
"Net Proceeds" means the aggregate cash proceeds received by NRG or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness, other than Indebtedness under a Credit Facility, secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.
"Non-Recourse Debt" means Indebtedness:
(1) as to which neither NRG nor any of its Restricted Subsidiaries (other than an Excluded Project Subsidiary) (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) other than pursuant to a Non-Recourse Guarantee or any arrangement to provide or guarantee to provide goods and services on an arm's length basis, (b) is directly or indirectly liable as a guarantor or otherwise, other than pursuant to a Non-Recourse Guarantee, or (c) constitutes the lender;
(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of NRG (other than the notes and the Credit Agreement) or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of such other Indebtedness to be accelerated or payable prior to its Stated Maturity; and
(3) in the case of Non-Recourse Debt incurred after the Issue Date, as to which the lenders have been notified in writing, or have otherwise agreed, that they will not have any recourse to the
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stock or assets of NRG or any of its Restricted Subsidiaries except as otherwise permitted by clauses (1) or (2) above;
provided, however, that the following shall be deemed to be Non-Recourse Debt: (i) Guarantees with respect to debt service reserves established with respect to a Subsidiary to the extent that such Guarantee shall result in the immediate payment of funds, pursuant to dividends or otherwise, in the amount of such Guarantee; (ii) contingent obligations of NRG or any other Subsidiary to make capital contributions to a Subsidiary; (iii) any credit support or liability consisting of reimbursement obligations in respect of Letters of Credit issued under and subject to the terms of, the Credit Agreement to support obligations of a Subsidiary; (iv) agreements of NRG or any Subsidiary to provide, or guarantees or other credit support (including letters of credit) by NRG or any Subsidiary of any agreement of another Subsidiary to provide, corporate, management, marketing, administrative, technical, energy management or marketing, engineering, procurement, construction, operation and/or maintenance services to such Subsidiary, including in respect of the sale or acquisition of power, emissions, fuel, oil, gas or other supply of energy, (v) any agreements containing Hedging Obligations, and any power purchase or sale agreements, fuel purchase or sale agreements, emissions credit purchase or sales agreements, power transmission agreements, fuel transportation agreements, fuel storage agreements, commercial or trading agreements and any other similar agreements entered into between NRG or any Subsidiary with or otherwise involving any other Subsidiary, including any guarantees or other credit support (including letters of credit) in connection therewith, and (vi) any Investments in a Subsidiary, to the extent in the case of (i) through (vi) otherwise permitted by the indenture.
"Non-Recourse Guarantee" means any Guarantee by NRG or a Guarantor of Non-Recourse Debt incurred by an Excluded Project Subsidiary as to which the lenders of such Non-Recourse Debt have acknowledged that they will not have any recourse to the stock or assets of NRG or any Guarantor, except to the limited extent set forth in such guarantee.
"Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.
Offering Memorandum" means the Offering Memorandum, dated September 10, 2012, related to the issuance and sale of the Old Notes.
"Original Issue Date" means June 5, 2009.
"Permitted Business" means the business of acquiring, constructing, managing, developing, improving, maintaining, leasing, owning and operating Facilities, together with any related assets or facilities, as well as any other activities reasonably related to, ancillary to, or incidental to, any of the foregoing activities (including acquiring and holding reserves), including investing in Facilities.
"Permitted Investments" means:
(1) any Investment in NRG or in a Restricted Subsidiary of NRG that is a Guarantor;
(2) any Investment in an Immaterial Subsidiary;
(3) any Investment in an Excluded Foreign Subsidiary for so long as the Excluded Foreign Subsidiaries do not collectively own more than 20% of the consolidated assets of NRG as of the most recent fiscal quarter end for which financial statements are publicly available;
(4) any issuance of letters of credit to support the obligations of any of the Excluded Subsidiaries;
(5) any Investment in Cash Equivalents (and, in the case of Excluded Subsidiaries only, Cash Equivalents or other liquid investments permitted under any Credit Facility to which it is a party);
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(6) any Investment by NRG or any Restricted Subsidiary of NRG in a Person, if as a result of such Investment:
(a) such Person becomes a Restricted Subsidiary of NRG and a Guarantor or an Immaterial Subsidiary; or
(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, NRG or a Restricted Subsidiary of NRG that is a Guarantor;
(7) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption "Repurchase at the option of holdersAsset sales";
(8) Investments made as a result of the sale of Equity Interests of any Person that is a Subsidiary of NRG such that, after giving effect to any such sale, such Person is no longer a Subsidiary of NRG, if the sale of such Equity Interests constitutes an Asset Sale and the Net Proceeds received from such Asset Sale are applied as set forth above under the caption "Repurchase at the option of holdersAsset sales";
(9) Investments to the extent made in exchange for the issuance of Equity Interests (other than Disqualified Stock) of NRG;
(10) any Investments received in compromise or resolution of (a) obligations of trade creditors or customers of NRG or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (b) litigation, arbitration or other disputes with Persons who are not Affiliates;
(11) Investments represented by Hedging Obligations;
(12) loans or advances to employees;
(13) repurchases of the notes or pari passu Indebtedness;
(14) any Investment in securities of trade creditors, trade counter- parties or customers received in compromise of obligations of those Persons, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;
(15) negotiable instruments held for deposit or collection;
(16) receivables owing to NRG or any Restricted Subsidiary of NRG and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as NRG of any such Restricted Subsidiary of NRG deems reasonable under the circumstances;
(17) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes;
(18) Investments resulting from the acquisition of a Person that at the time of such acquisition held instruments constituting Investments that were not acquired in contemplation of the acquisition of such Person;
(19) any Investment in any Person engaged primarily in one or more Permitted Businesses (including, without limitation, Excluded Subsidiaries, Unrestricted Subsidiaries, and Persons that are not Subsidiaries of NRG) made for cash since the Issue Date;
(20) the contribution of any one or more of the Specified Facilities to a Restricted Subsidiary that is not a Guarantor;
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(21) Investments made pursuant to a commitment that, when entered into, would have complied with the provisions of the indenture;
(22) Investments in any Excluded Subsidiary made by another Excluded Subsidiary; and
(23) other Investments made since the Original Issue Date in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to clause (23) of the definition of "Permitted Investments" in the Existing Indenture that are at the time outstanding not to exceed the greater of (a) $500.0 million and (b) 2.5% of Total Assets; provided, however, that if any Investment pursuant to this clause (23) is made in any Person that is not a Restricted Subsidiary of NRG and a Guarantor at the date of the making of the Investment and such Person becomes a Restricted Subsidiary and a Guarantor after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above, and shall cease to have been made pursuant to this clause (23).
"Permitted Liens" means:
(1) Liens on assets of NRG or any Guarantor securing Indebtedness and other Obligations under Credit Facilities, in an aggregate principal amount not exceeding, on the date of the creation of such Liens, the greater of (a) 30.0% of Total Assets or (b) $6.0 billion less the aggregate amount of all repayments, optional or mandatory, of the principal of any term Indebtedness under a Credit Facility that have been made by NRG or any of its Restricted Subsidiaries since the Issue Date with the Net Proceeds of Asset Sales (other than Excluded Proceeds) and less, without duplication, the aggregate amount of all repayments or commitment reductions with respect to any revolving credit borrowings under a Credit Facility that have been made by NRG or any of its Restricted Subsidiaries since the Issue Date as a result of the application of the Net Proceeds of Asset Sales (other than Excluded Proceeds) in accordance with the covenant described above under the caption "Repurchase at the option of holdersAsset sales" (excluding temporary reductions in revolving credit borrowings as contemplated by that covenant);
(2) Liens to secure obligations with respect to (i) contracts (other than for Indebtedness) for commercial and trading activities for the purchase, transmission, distribution, sale, lease or hedge of any energy related commodity or service, and (ii) Hedging Obligations;
(3) Liens on assets of Excluded Subsidiaries securing Indebtedness and/or other obligations of Excluded Subsidiaries that was permitted by the terms of the indenture to be incurred;
(4) Liens (a) in favor of NRG or any of the Guarantors; (b) incurred by Excluded Project Subsidiaries in favor of any other Excluded Project Subsidiary; or (c) incurred by Excluded Foreign Subsidiaries in favor of any other Excluded Foreign Subsidiary;
(5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature;
(6) Liens to secure obligations to vendors or suppliers covering the assets sold or supplied by such vendors or suppliers, including Liens to secure Indebtedness or other obligations (including Capital Lease Obligations) permitted by clauses (4), (13), (20) and (21) of the second paragraph of the covenant entitled "Certain covenantsIncurrence of indebtedness and issuance of preferred stock" covering only the assets acquired with or financed by such Indebtedness;
(7) Liens existing on the Issue Date;
(8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and
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diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;
(9) Liens imposed by law, such as carriers', warehousemen's, landlord's and mechanics' Liens;
(10) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines, oil, gas and other mineral interests and leases, and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;
(11) Liens created for the benefit of (or to secure) the notes (or the Subsidiary Guarantees);
(12) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under the indenture; provided, however, that:
(a) the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and
(b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount or, if greater, committed amount, of the Permitted Referencing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such refinancings, refunding, extension, renewal or replacement;
(13) Liens incurred or deposits made in connection with workers' compensation, unemployment insurance and other types of social security;
(14) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of NRG or any of its Restricted Subsidiaries, including rights of offset and set-off;
(15) leases or subleases granted to others that do not materially interfere with the business of NRG and its Restricted Subsidiaries;
(16) statutory Liens arising under ERISA;
(17) Liens on property (including Capital Stock) existing at the time of acquisition of the property by NRG or any Subsidiary of NRG; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition;
(18) Liens arising from Uniform Commercial Code financing statements filed on a precautionary basis in respect of operating leases intended by the parties to be true leases (other than any such leases entered into in violation of the indenture);
(19) Liens on assets and Equity Interests of a Subsidiary that is an Excluded Subsidiary;
(20) Liens granted in favor of Xcel pursuant to the Xcel Indemnification Agreements as in effect on the Issue Date held by Xcel thereunder;
(21) Liens to secure Indebtedness or other obligations incurred to finance Necessary Capital Expenditures that encumber only the assets purchased, installed or otherwise acquired with the proceeds of such Indebtedness;
(22) Liens to secure Environmental CapEx Debt that encumber only the assets purchased, installed or otherwise acquired with the proceeds of such Environmental CapEx Debt;
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(23) Liens on assets or securities deemed to arise in connection with the execution, delivery or performance of contracts to sell such assets or stock otherwise permitted under the indenture;
(24) any Liens resulting from restrictions on any Equity Interest or undivided interests, as the case may be, of a Person providing for a breach, termination or default under any joint venture, stockholder, membership, limited liability company, partnership, owners', participation or other similar agreement between such Person and one or more other holders of Equity Interests or undivided interests of such Person, as the case may be, if a security interest or Lien is created on such Equity Interest or undivided interest, as the case may be, as a result thereof;
(25) Liens resulting from any customary provisions limiting the disposition or distribution of assets or property (including without limitation Equity Interests) or any related restrictions thereon in joint venture, partnership, membership, stockholder and limited liability company agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, including owners', participation or similar agreements governing projects owned through an undivided interest; provided, however, that any such limitation is applicable only to the assets that are the subjects of such agreements;
(26) those Liens or other exceptions to title, in either case on or in respect of any facility of NRG or any Subsidiary, arising as a result of any shared facility agreement entered into after the closing date with respect to such facility, except to the extent that any such Liens or exceptions, individually or in the aggregate, materially adversely affect the value of the relevant property or materially impair the use of the relevant property in the operation of the business of NRG or such Subsidiary;
(27) Liens on cash deposits and other funds maintained with a depositary institution, in each case arising in the ordinary course of business by virtue of any statutory or common law provision relating to banker's liens, including Section 4-210 of the UCC;
(28) any Liens on property and assets (other than certain properties or assets defined as "core" collateral) designated as Excluded Assets from time to time by NRG under clause (xiii) of the related definition under the Credit Agreement, which shall not have, when taken together with all other "non-core" property and assets that constitute Excluded Assets pursuant to such clause at the relevant time of determination, a fair market value in excess of $500.0 million in the aggregate (and, to the extent that such fair market value of such property and assets exceeds $500.0 million in the aggregate, such property or assets shall cease to be an Excluded Asset only to the extent of such excess fair market value); and
(29) Liens incurred by NRG or any Subsidiary of NRG with respect to obligations not to exceed $500.0 million at any one time outstanding.
"Permitted Refinancing Indebtedness" means any Indebtedness of NRG or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to refund, refinance, replace, defease or discharge other Indebtedness of NRG or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:
(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all expenses and premiums incurred in connection therewith);
(2) such Permitted Refinancing Indebtedness has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;
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(3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to, the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;
(4) such Indebtedness is incurred either by NRG (and may be guaranteed by any Guarantor) or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and
(5) (i) if the Stated Maturity of the Indebtedness being refinanced is earlier than the Stated Maturity of the notes, the Permitted Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being refinanced or (ii) if the Stated Maturity of the Indebtedness being refinanced is later than the Stated Maturity of the notes, the Permitted Refinancing Indebtedness has a Stated Maturity at least 91 days later than the Stated Maturity of the notes.
"Permitted Tax Lease" means a sale and leaseback transaction consisting of a "payment in lieu of taxes" program or any similar structure (including leases, sale-leasebacks, etc.) primarily intended to provide tax benefits (and not primarily intended to create Indebtedness).
"Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.
"PMI" means NRG Power Marketing Inc., a Delaware corporation.
"Pro Forma Cost Savings" means, without duplication, with respect to any period, reductions in costs and related adjustments that have been actually realized or are projected by NRG's Chief Financial Officer in good faith to result from reasonably identifiable and factually supportable actions or events, but only if such reductions in costs and related adjustments are so projected by NRG to be realized during the consecutive four-quarter period commencing after the transaction giving rise to such calculation.
"Prudent Industry Practice" shall mean those practices and methods as are commonly used or adopted by Persons in the Permitted Business in the United States in connection with the conduct of the business of such industry, in each case as such practices or methods may evolve from time to time, consistent in all material respects with all applicable legal requirements.
"Qualifying Equity Interests" means Equity Interests of NRG other than (1) Disqualified Stock; and (2) Equity Interests that were used to support an incurrence of Contribution Indebtedness.
"Responsible Officer" of a Person means the chief executive officer, chief financial officer, treasurer or general counsel of such Person.
"Restricted Investment" means an Investment other than a Permitted Investment.
"Restricted Payments" has the meaning assigned to such term under the caption "Certain covenantsRestricted payments." For purposes of determining compliance with the covenant described above under the caption "Certain covenantsRestricted payments," no Hedging Obligation shall be deemed to be contractually subordinated to the notes or any Subsidiary Guarantee.
"Restricted Subsidiary" of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.
"S&P" means Standard & Poor's Rating Group or any successor entity.
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"Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date.
"Specified Facility" means each of the following Facilities, or any part thereof and/or any other assets set forth below: (a) the Facilities held on the Issue Date by Vienna Power LLC, Meriden Gas Turbine LLC, Norwalk Power LLC, Connecticut Jet Power LLC (excluding the assets located at the Cos Cob site), Devon Power LLC, Montville Power LLC (including the Capital Stock of the entities owning such Facilities, provided that such entities do not hold material assets other than the Facilities held on the Issue Date); (b) the following Facilities, or any part thereof: P.H. Robinson, H.O. Clarke, Unit 3 at Cedar Bayou, Unit 2 at T.H. Wharton and Greens Bayou; (c) the Capital Stock of the following Subsidiaries of NRG if such Subsidiary holds no assets other than the Capital Stock of a Foreign Subsidiary of NRG: NRG Latin America, Inc., NRG International LLC, NRG Insurance Ltd. (Cayman Islands), NRG Asia Pacific, Ltd., NRG International II Inc. and NRG International III Inc.; and (d) the Equity Interests issued by, and any assets (including any Facilities), of Long Beach Generation LLC and Middletown Power LLC.
"Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the Issue Date, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.
"Subsidiary" means, with respect to any specified Person:
(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders' agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and
(2) any partnership (i) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (ii) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).
"Subsidiary Guarantee" means the Guarantee by each Guarantor of NRG's obligations under the indenture and on the notes, executed pursuant to the provisions of the indenture.
"Total Assets" means the total consolidated assets of NRG and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, as shown on the most recent balance sheet of NRG.
"Total Debt" means, as of any date of determination, the aggregate principal amount of Indebtedness of NRG and its Restricted Subsidiaries (other than Excluded Project Subsidiaries) outstanding on such date, determined on a consolidated basis in accordance with GAAP, net of any cash and Cash Equivalents on deposit in a blocked account with one or more financial institutions as collateral to secure outstanding Indebtedness (including letters of credit) of NRG or its Restricted Subsidiaries, which account is subject to the control of the lender (including any letter of credit issuer) of such Indebtedness or its affiliates or any agent or trustee with respect to such Indebtedness; provided that (i) Total Debt will include only the amount of payments that NRG or any of its Restricted Subsidiaries (other than Excluded Project Subsidiaries) would be required to make, on the date Total Debt is being determined, in the event of any early termination or similar event on such date of
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determination and (ii) for the avoidance of doubt, Total Debt will not include the undrawn amount of any outstanding letters of credit.
"Treasury Rate" means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to September 15, 2017; provided, however, that if the period from the redemption date to September 15, 2017 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.
"UCC" means the Uniform Commercial Code as in effect in the State of New York or any other applicable jurisdiction.
"Unrestricted Subsidiary" means any Subsidiary of NRG that is designated by NRG as an Unrestricted Subsidiary pursuant to a certificate executed by a Responsible Officer of NRG, but only to the extent that such Subsidiary:
(1) has no Indebtedness other than Non-Recourse Debt;
(2) except as permitted by the covenant described above under the caption "Certain covenantsAffiliate transactions," is not party to any agreement, contract, arrangement or understanding with NRG or any Restricted Subsidiary of NRG unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to NRG or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of NRG;
(3) is a Person with respect to which neither NRG nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results except as otherwise permitted by the Credit Agreement as in effect on the Issue Date; and
(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of NRG or any of its Restricted Subsidiaries except as otherwise permitted by the Credit Agreement as in effect on the Issue Date.
Any designation of a Subsidiary of NRG as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of the certificate executed by a Responsible Officer of NRG giving effect to such designation and certifying that such designation complied with the conditions described above under the caption "Certain covenantsDesignation of restricted, unrestricted and excluded project subsidiaries" and was permitted by the covenant described above under the caption "Certain covenantsRestricted payments." If, at any time, any Unrestricted Subsidiary fails to meet the requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of NRG as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption "Certain covenantsIncurrence of indebtedness and issuance of preferred stock," NRG will be in default of such covenant. NRG may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of NRG of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (i) such Indebtedness is permitted under the covenant described under the caption "Certain covenantsIncurrence of indebtedness and issuance of preferred stock," calculated on a
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pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (ii) no Default or Event of Default would be in existence following such designation.
"Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.
"Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:
(1) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by
(2) the then outstanding principal amount of such Indebtedness.
"Xcel" means Xcel Energy Inc., a Minnesota corporation.
"Xcel Indemnification Agreements" means: (i) the Indemnification Agreement, dated as of December 5, 2003, between Xcel Energy Inc., Northern States Power Company and NRG; and (ii) the Indemnification Agreement, dated as of December 5, 2003, between Xcel Energy Inc., Northern States Power Company and NRG, each as amended on November 8, 2006.
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The Exchange Notes will be initially represented by one or more global notes in fully registered form without interest coupons (the "Global Notes"). The Global Notes will be deposited with the trustee, as custodian for The Depository Trust Company ("DTC"), in New York, New York, and registered in the name of DTC or its nominee, in each case for the credit to an account of a direct or indirect participant in DTC as described below. We expect that, pursuant to procedures established by DTC, (i) upon the issuance of the Global Notes, DTC or its custodian will credit, on its internal system, the principal amount at maturity of the individual beneficial interests represented by such Global Notes to the respective accounts of persons who have accounts with such depositary ("participants") and (ii) ownership of beneficial interests in the Global Notes will be shown on, and the transfer of such ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Such accounts initially will be designated by or on behalf of the initial purchasers and ownership of beneficial interests in the Global Notes will be limited to participants or persons who hold interests through participants. Holders may hold their interests in the Global Notes directly through DTC if they are participants in such system, or indirectly through organizations that are participants in such system.
So long as DTC or its nominee is the registered owner or holder of the notes, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the notes represented by such Global Notes for all purposes under the indenture. No beneficial owner of an interest in the Global Notes will be able to transfer that interest except in accordance with DTC's procedures, in addition to those provided for under the indenture with respect to the notes.
Payments of the principal of, premium (if any), and interest on, the Global Notes will be made to DTC or its nominee, as the case may be, as the registered owner thereof. None of the Issuer, the trustee or any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest.
We expect that DTC or its nominee, upon receipt of any payment of principal of, premium (if any), and interest on the Global Notes, will credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the Global Notes as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in the Global Notes held through such participants will be governed by standing instructions and customary practice, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.
Transfers between participants in DTC will be effected in the ordinary way through DTC's same-day funds system in accordance with DTC rules and will be settled in same-day funds.
DTC has advised us that it will take any action permitted to be taken by a holder of notes (including the presentation of notes for exchange as described below) only at the direction of one or more participants to whose account the DTC interests in the Global Notes are credited and only in respect of such portion of the aggregate principal amount of notes as to which such participant or participants has or have given such direction. However, if there is an event of default under the indenture governing the notes, DTC will exchange the global notes for Certificated Notes (as defined below), which it will distribute to its participants.
DTC has advised us as follows: DTC is a limited-purpose trust company organized under New York banking law, a "banking organization" within the meaning of the New York banking law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York
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Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and provides asset servicing for issues of U.S. and non-U.S. equity, corporate and municipal debt issues that participants deposit with DTC. DTC also facilitates the post-trade settlement among participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between participants' accounts. This eliminates the need for physical movement of securities certificates. Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to the DTC system is also available to indirect participants such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a participant, either directly or indirectly.
Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the Global Notes among participants of DTC, it is under no obligation to perform such procedures, and such procedures may be discontinued at any time. None of us, the trustee or any paying agent will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.
Certificated Securities
A Global Note is exchangeable for certificated notes in fully registered form without interest coupons ("Certificated Securities") only in the following limited circumstances:
The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer the notes is and will be limited to such extent.
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CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of certain United States federal income tax considerations relating to the exchange of Old Notes for Exchange Notes in the exchange offer. It does not contain a complete analysis of all the potential tax considerations relating to the exchange. This summary is limited to holders of Old Notes who hold the Old Notes as "capital assets" (in general, assets held for investment). Special situations, such as the following, are not addressed:
The discussion below is based upon the provisions of the United States Internal Revenue Code of 1986, as amended, existing and proposed Treasury regulations promulgated thereunder, and rulings, judicial decisions and administrative interpretations thereunder, as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income tax consequences different from those discussed below.
Consequences of tendering Old Notes
The exchange of your Old Notes for Exchange Notes in the exchange offer should not constitute an exchange for United States federal income tax purposes because the Exchange Notes should not be considered to differ materially in kind or extent from the Old Notes. Accordingly, the exchange offer should have no United States federal income tax consequences to you if you exchange your Old Notes for Exchange Notes. For example, there should be no change in your tax basis and your holding period should carry over to the Exchange Notes. In addition, the United States federal income tax consequences of holding and disposing of your Exchange Notes should be the same as those applicable to your Old Notes.
The preceding discussion of certain United States federal income tax considerations of the exchange offer is for general information only and is not tax advice. Accordingly, each investor should consult its own tax advisor as to particular tax consequences to it of exchanging Old Notes for Exchange Notes, including the applicability and effect of any state, local or foreign tax laws, and of any proposed changes in applicable laws.
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Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of Exchange Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker or dealer in connection with resales of Exchange Notes received in exchange for Old Notes if the Old Notes were acquired as a result of market-making activities or other trading activities.
We have agreed to make this prospectus, as amended or supplemented, available to any broker-dealer to use in connection with any such resale for a period of at least one year after the expiration date. In addition, until (90 days after the date of this prospectus), all broker-dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus.
We will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions:
These resales may be made:
Any such resale may be made directly to purchasers or to or through brokers or dealers. Brokers or dealers may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Notes. Any broker or dealer that resells Exchange Notes that were received by it for its own account in the exchange offer may be deemed to be an underwriter within the meaning of the Securities Act.
Any profit on any resale of Exchange Notes and any commissions or concessions received by any broker or dealer may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.
Furthermore, any broker-dealer that acquired any of its Old Notes directly from us and any broker or dealer that participates in a distribution of the Exchange Notes:
For a period of one year after the expiration of the exchange offer we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests those documents in the letter of transmittal. We have agreed to pay all expenses incident to performance of our obligations in connection with the exchange offer, other than commissions or concessions of any brokers or dealers. We will indemnify the holders of the Exchange Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act, and will contribute to payments that they may be required to make in request thereof.
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Certain legal matters relating to the validity of the Exchange Notes will be passed upon for us by Kirkland & Ellis LLP, Chicago, Illinois. Certain matters of Minnesota law will be passed on by Leonard, Street and Deinard, Professional Association, Minneapolis, Minnesota. Certain matters of Texas law will be passed on by Andrews Kurth LLP, Houston, Texas. Certain matters of Oregon law will be passed on by Perkins Coie LLP, Portland, Oregon. Certain matters of Vermont law will be passed on by Paul Frank + Collins P.C., Burlington, Vermont.
The consolidated financial statements and schedule of NRG Energy, Inc. as of December 31, 2012 and 2011, and for each of the years in the three-year period ended December 31, 2012, and management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2012 have been incorporated by reference herein upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
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NRG Energy, Inc.
Exchange Offer for
$990,000,000
6.625% Senior Notes due 2023
PRELIMINARY PROSPECTUS
, 2013
We have not authorized any dealer, salesperson or other person to give any information or represent anything to you other than the information contained in this prospectus. You may not rely on unauthorized information or representations.
This prospectus does not offer to sell or ask for offers to buy any of the securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities.
The information in this prospectus is current only as of the date on its cover, and may change after that date. For any time after the cover date of this prospectus, we do not represent that our affairs are the same as described or that the information in this prospectus is correct, nor do we imply those things by delivering this prospectus or selling securities to you.
Until , 2013, all dealers that effect transactions in these securities, whether or not participating in the exchange offer may be required to deliver a prospectus. This is in addition to the dealers' obligations to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Delaware
Section 145 of the DGCL authorizes a corporation, subject to the procedures and limitations stated therein, to indemnify its directors, officers, employees and agents against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement reasonably incurred provided they act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, they had no reasonable cause to believe their conduct was unlawful. In the case of proceedings brought by or on behalf of the corporation, indemnification is limited to expenses and is not permitted if the individual is adjudged liable to the corporation, unless the court determines otherwise. The statute provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise.
Article NINE of our Amended and Restated Certificate of Incorporation provides for the limitation of liability of directors and for the indemnification of directors and officers. Article NINE states that to the fullest extent permitted by the DGCL, and except as otherwise provided in our by-laws, (i) no director of the Company shall be liable to the Company or its stockholders for monetary damages arising from a breach of fiduciary duty owed to the Company or its stockholders; and (ii) the Company shall indemnify its officers and directors.
Set forth below are material provisions of Article FIVE of our Second Amended and Restated By-laws that authorize the indemnification of directors and officers:
The charter documents of each of NRG Generation Holdings, Inc. and Texas Genco Financing Corp. provide for the indemnification of directors and officers to the fullest extent authorized by the DGCL.
The bylaws of NRG Generation Holdings, Inc. provide, subject to certain exceptions, for the indemnification of all current and former directors, officers, employees or agents against expenses, judgments, fines and amounts paid in connection with actions (other than actions by or in the right of
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the corporation for which the person seeking indemnification has been adjudicated liable to the corporation) taken against such person by reason of the fact that he or she was a director, officer, employee or agent of the corporation. The bylaws of Texas Genco Financing Corp. provide, subject to certain exceptions, for the indemnification of all current and former directors, officers, employees or agents against expenses, judgments, fines and amounts paid in connection with actions to which such person is a party by reason of the fact that he or she was a director, officer, employee or agent of the corporation, except that the corporation shall be required to indemnify a person for an action initiated by that person only if the proceeding was authorized by the board of directors. The bylaws of Green Mountain Energy Company, Indian River Operations Inc., NRG Affiliate Services Inc., NRG Arthur Kill Operations Inc., NRG Astoria Gas Turbine Operations Inc., NRG Cabrillo Power Operations Inc., NRG Connecticut Affiliate Services Inc., NRG Development Company Inc., NRG Devon Operations Inc., NRG Dunkirk Operations, Inc., NRG El Segundo Operations Inc., NRG Huntley Operations Inc., 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., NRG PacGen Inc., NRG Services Corporation, NRG Saguaro Operations Inc., NRG South Central Affiliate Services Inc., NRG South Central Operations Inc., NRG Western Affiliate Services Inc., O'Brien Cogeneration, Inc. II, Somerset Operations Inc. and Vienna Operations, Inc. provide generally for the indemnification of directors and officers to the fullest extent authorized by the DGCL, except that the corporation shall be required to indemnify a person for an action initiated by that person only if the proceeding was authorized by the board of directors.
Section 18-108 of the Delaware Limited Liability Company Act provides that a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.
The limited liability company agreements of each of Arthur Kill Power LLC, Astoria Gas Turbine Power LLC, Conemaugh Power LLC, Connecticut Jet Power LLC, Devon Power LLC, Dunkirk Power LLC, Huntley Power LLC, Indian River Power LLC, Keystone Power LLC, Middletown Power LLC, Montville Power LLC, NEO Chester-Gen LLC, NEO Freehold-Gen LLC, Norwalk Power LLC, NRG Bayou Cove LLC, NRG California Peaker Operations LLC, NRG Ilion LP LLC, NRG International LLC, NRG New Jersey Energy Sales LLC, NRG New Roads Holdings LLC, NRG Rockford Acquisition LLC, NRG South Central Generating LLC, NRG West Coast LLC, Oswego Harbor Power LLC, Saguaro Power LLC, San Juan Mesa Wind Project II, LLC, Somerset Power LLC and Vienna Power LLC provide, to the fullest extent permitted under Delaware law, that the companies may indemnify any member, manager, officer, employee or agent of the companies from and against any and all claims and demands arising by reason of the fact that such person is, or was, a member, manager, officer, employee or agent of the companies, provided the person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the company.
The limited liability company agreements of each of Cabrillo Power I LLC, Cabrillo Power II LLC, El Segundo Power, LLC, NRG Energy Labor Services LLC, NRG Energy Services Group LLC, NRG SimplySmart Solutions LLC and WCP (Generation) Holdings LLC provide that the companies shall indemnify each member representative from any claims asserted by or on behalf of any person that are attributable to such representative's service on the management committee, other than such claims arising out of the fraud or willful misconduct of such representative.
The limited liability company agreements of each of GCP Funding Company LLC, Louisiana Generating LLC, New Genco GP LLC, Texas Genco LP, LLC and Texas Genco Operating Services LLC provide that the companies shall, to the fullest extent permitted by Delaware law, indemnify any member, officer, or their respective affiliates or agents, for any loss, damage or claim
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incurred by such person by reason of any act or omission performed or omitted by such person in good faith on behalf of the company and in a manner reasonably believed to be within the scope of the authority conferred on such member or officer by the limited liability company agreement.
The limited liability company agreements of each of Allied Home Warranty GP LLC, Energy Alternatives Wholesale, LLC, Energy Plus Holdings LLC, Everything Energy LLC, Green Mountain Energy Company (NY COM) LLC, Green Mountain Energy Company (NY RES) LLC, Independence Energy Alliance LLC, Independence Energy Group LLC, Independence Energy Natural Gas LLC, NRG Cedar Bayou Development Company LLC, NRG Construction LLC, NRG Dispatch Services LLC, NRG Home & Business Solutions LLC, NRG Home Solutions LLC, NRG Home Solutions Product LLC, NRG Homer City Services LLC, NRG Identity Protect LLC, NRG Maintenance Services LLC, NRG Power Marketing LLC, NRG Reliability Solutions LLC, NRG Renter's Protection LLC, NRG Security LLC, NRG Texas LLC, NRG Texas Power LLC, NRG Unemployment Protection LLC, NRG Warranty Services LLC, Reliant Energy Northeast LLC, West Coast Power LLC and US Retailers LLC provide that the companies shall, to the fullest extent permitted by Delaware law, indemnify any member, manager, or their respective affiliates or agents, for any losses arising from any actions in which the covered person is involved by reason of the covered person's relation to the company. The covered persons shall not be entitled to indemnification with respect to any claim with respect to which the covered person has engaged in fraud, willful misconduct, bad faith or gross negligence, or with respect to any claim brought by the covered person unless authorized by the board.
The limited liability company agreement of Meriden Gas Turbines LLC provides that the companies shall indemnify any member, officer, or their respective affiliates or agents, against any claims that arise out of, related to or are otherwise attributable to, directly or indirectly, a breach by the member of the limited liability company agreement, and for the negligence, gross negligence or willful misconduct of the member in connection with the agreement.
Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other persons from and against any and all claims and demands whatsoever.
California
Section 317 of the California General Corporation Law ("CAGCL") authorizes a court to award, or a corporation to grant, indemnity to officers, directors and other agents for reasonable expenses incurred in connection with the defense or settlement of an action by or in the right of the corporation or in a proceeding by reason of the fact that the person is or was an officer, director, or agent of the corporation. Indemnity is available where the person party to a proceeding or action acted in good faith and in a manner reasonably believed to be in the best interests of the corporation and its shareholders and, with respect to criminal actions, had no reasonable cause to believe his conduct was unlawful. To the extent a corporation's officer, director or agent is successful on the merits in the defense of any proceeding or any claim, issue or related matter, that person shall be indemnified against expenses actually and reasonably incurred. Under Section 317 of the CAGCL, expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of the proceeding upon receipt of any undertaking by or on behalf of the officer, director, employee or agent to repay that amount if it is ultimately determined that the person is not entitled to be indemnified. Indemnifications are to be made by a majority vote of a quorum of disinterested directors, or by approval of members not including those persons to be indemnified, or by the court in which such proceeding is or was pending upon application made by either the corporation, the agent, the attorney, or other person rendering services in connection with the defense. The indemnification provided by Section 317 is not exclusive of any other rights to which those seeking indemnification may be entitled.
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Section 17155 of the Beverly-Killea Limited Liability Company Act, which provides that, except for a breach of certain fiduciary duties, the articles of organization or written operating agreement of a limited liability company may provide for indemnification of any person, including, without limitation, any manager, member, officer, employee or agent of the limited liability company, against judgments, settlements, penalties, fines or expenses of any kind incurred as a result of acting in that capacity.
The limited liability company agreement of Eastern Sierra Energy Company LLC is silent regarding indemnification of directors and officers.
Minnesota
Section 302A.521 of the Minnesota Business Corporation Act provides that a corporation shall indemnify any person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of such person, under certain circumstances and subject to certain conditions and limitations as stated therein and set forth in the articles of incorporation or bylaws of such corporation, against judgments, penalties, fines (including, without limitation, excise taxes assessed against such person with respect to any employee benefit plan), settlements and reasonable expenses (including attorneys' fees and disbursements incurred by such person in connection with the proceeding) if, with respect to the acts or omissions of such person complained of in the proceeding, such person: has not been indemnified therefor by another organization or employee benefit plan, acted in good faith, received no improper personal benefit and, in the case of a conflict of interest, any requirements relating to directors' conflicts of interest as set forth under the Minnesota Statutes Section 302A.255, as applicable, have been satisfied, in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful, and reasonably believed that the conduct was in the best interests of the corporation or reasonably believed that the conduct was not opposed to the best interests of the corporation.
The bylaws of NEO Corporation provide that the corporation shall indemnify any person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person acting for the corporation or acting in an official capacity with another entity at the direction or request of the corporation, according to the terms and under the procedures provided in Minnesota Statutes Section 302A.
Oregon
The Oregon Business Corporation Act (the "OBCA") permits a corporation to include in its articles of incorporation a provision limiting or eliminating personal liability of a director to the corporation and its shareholders for monetary damages for conduct as a director, except for (a) any breach of the director's duty of loyalty to the corporation or its shareholders; (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) any unlawful distribution; and (d) any transaction from which the director derived an improper personal benefit. The OBCA permits indemnification of officers and directors of the Registrant under certain conditions and subject to certain limitations. Section 60.411 of the OBCA also provides that a corporation has the power to purchase and maintain insurance on behalf of an individual against any liability asserted against or incurred by the individual who is or was a director, officer, employee or agent of the corporation or who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, even if the corporation had no power to indemnify the individual against such liability under the provisions of Sections 60.391 or 60.394.
The bylaws of ONSITE Energy, Inc. provide that the corporation shall indemnify to the fullest extent permitted by the OBCA any person against any proceeding by reason of the fact that the person
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is or was a director of the corporation or serves at the request of an officer or director of the corporation.
Texas
Article 2.02-1 of the Texas Business Corporation Act ("TXBCA") authorizes a Texas corporation to indemnify a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding, including any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative, or investigative because the person is or was a director. The TXBCA provides that unless a court of competent jurisdiction determines otherwise, indemnification is permitted only if it is determined that the person (1) conducted himself in good faith; (2) reasonably believed (a) in the case of conduct in his official capacity as a director of the corporation, that his conduct was in the corporation's best interests; and (b) in all other cases, that his conduct was at least not opposed to the corporation's best interests; and (3) in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. A person may be indemnified under Article 2.02-1 of the TXBCA against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually incurred by the person (including court costs and attorneys' fees), but if the person is found liable to the corporation or is found liable on the basis that personal benefit was improperly received by him, the indemnification is limited to reasonable expenses actually incurred and shall not be made in respect of any proceeding in which the person has been found liable for willful or intentional misconduct in the performance of his duty to the corporation. A corporation is obligated under Article 2.02-1 of the TXBCA to indemnify a director or officer against reasonable expenses incurred by him in connection with a proceeding in which he is named defendant or respondent because he is or was director or officer if he has been wholly successful, on the merits or otherwise, in the defense of the proceeding. Under Article 2.02-1 of the TXBCA a corporation may (1) indemnify and advance expenses to an officer, employee, agent or other persons who are or were serving at the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another entity to the same extent that it may indemnify and advance expenses to its directors, (2) indemnify and advance expenses to directors and such other persons identified in (1) to such further extent, consistent with law, as may be provided in the corporation's articles of incorporation, bylaws, action of its board of directors, or contract or as permitted by common law and (3) purchase and maintain insurance or another arrangement on behalf of directors and such other persons identified in (1) against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person.
The bylaws of Texas Genco Holdings, Inc. provide for indemnification of directors and officers to the fullest extent permissible under Texas law. The bylaws also provide the company may indemnify any other agent of the company in connection with their agency to the fullest extent permissible under Texas law.
Article 2.20 of the Texas Limited Liability Company Act authorizes a limited liability company to indemnify members and managers, officers, and other persons and purchase and maintain liability insurance for such persons. To the extent that at law or in equity, a member, manager, officer, or other person has duties (including fiduciary duties) and liabilities relating thereto to a limited liability company or to another member or manager, such duties and liabilities may be expanded or restricted by provisions in the regulations.
The regulations of Texas Genco GP, LLC provide for indemnification of members, managers, officers, employees or agents of the company to the full extent permissible under Texas law who are party to any action by reason of the indemnitee's relation to the company, provided the indemnitee acted in good faith and in a manner the indemnitee reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, did not have reasonable cause to believe the indemnitee's conduct was unlawful. The limited liability company
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agreements of Allied Warranty LLC and Lone Star A/C & Appliance Repair, LLC provide for the indemnification of any member, manager, or their respective affiliates or agents, for any losses arising from any actions in which the covered person is involved by reason of the covered person's relation to the company. The covered persons shall not be entitled to indemnification with respect to any claim with respect to which the covered person has engaged in fraud, willful misconduct, bad faith or gross negligence, or with respect to any claim brought by the covered person unless authorized by the board.
Article 11 of the Texas Revised Limited Partnership Act ("TRLPA") provides for the indemnification of a general partner, limited partner, employee or agent by the limited partnership under certain circumstances against expenses and liabilities incurred in legal proceedings involving such persons because of their being or having been a general partner, limited partner, employee or agent of the limited partnership. Under the TRLPA, a limited partnership may purchase insurance on behalf of a general partner, limited partner, employee or agent of the limited partnership against any liability incurred regardless of whether the person could be indemnified under the TLRPA.
The limited partnership agreements of NRG South Texas LP and Texas Genco Services, LP provide for the indemnification of any general partner, limited partner, employee or agent of the partnership to the fullest extent permissible under Texas law in any action to which the indemnitee becomes, or is threatened to be made, a respondent or defendant because of the indemnitee's relation to the partnership. The partnerships may also purchase insurance against any liabilities incurred with regard to a general partner, limited partner, employee or agent.
Vermont
The Vermont Business Corporation Act (11A Section 8.51, Section 8.52, Section 8.54, Section 8.55 and Section 8.56) provides that a corporation may indemnify an individual party to a proceeding if such individual was a director who conducted himself in good faith or the director believed his conduct was in the best interests of the corporation.
The bylaws of Energy Protection Insurance Company provide for indemnification of parties to the fullest extent permissible under the Vermont Business Corporation Act and satisfies certain standards of conduct.
Reference is made to the attached Exhibit Index.
(a) Each of the undersigned registrants hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
II-6
represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement;
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; and
(iii) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such
II-7
first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) Each of the undersigned registrants hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of such annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions referred to in Item 15, or otherwise, each of the registrants has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by such registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(d) The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
(e) The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
II-8
Pursuant to the requirements of the Securities Act of 1933, NRG Energy, Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG ENERGY, INC. | ||||||
By: |
/s/ DAVID W. CRANE |
|||||
Name: | David W. Crane | |||||
Title: | President and Chief Executive Officer | |||||
* * * * * |
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer (principal accounting officer) |
|
/s/ HOWARD E. COSGROVE Howard E. Cosgrove |
Chairman of the Board of Directors |
|
/s/ EDWARD R. MULLER Edward R. Muller |
Vice Chairman of the Board of Directors |
|
/s/ E. SPENCER ABRAHAM E. Spencer Abraham |
Director |
II-9
Signature
|
Title
|
|
---|---|---|
/s/ KIRBYJON H. CALDWELL Kirbyjon H. Caldwell |
Director | |
/s/ JOHN F. CHLEBOWSKI John F. Chlebowski |
Director |
|
/s/ LAWRENCE S. COBEN Lawrence S. Coben |
Director |
|
/s/ TERRY G. DALLAS Terry G. Dallas |
Director |
|
/s/ WILLIAM E. HANTKE William E. Hantke |
Director |
|
Paul W. Hobby |
Director |
|
/s/ GERALD LUTERMAN Gerald Luterman |
Director |
|
Kathleen A. McGinty |
Director |
|
/s/ ANNE C. SCHAUMBURG Anne C. Schaumburg |
Director |
|
/s/ EVAN J. SILVERSTEIN Evan J. Silverstein |
Director |
|
/s/ THOMAS H. WEIDEMEYER Thomas H. Weidemeyer |
Director |
|
/s/ WALTER R. YOUNG Walter R. Young |
Director |
II-10
Pursuant to the requirements of the Securities Act of 1933, Allied Home Warranty GP LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
ALLIED HOME WARRANTY GP LLC | ||||||
By: |
/s/ GAETAN FROTTE |
|||||
Name: | Gaetan Frotte | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG HOME SOLUTIONS LLC |
Sole Member |
By: | /s/ GAETAN FROTTE |
|||||
Name: | Gaetan Frotte | |||||
Title: | Vice President and Treasurer |
II-11
Pursuant to the requirements of the Securities Act of 1933, Allied Warranty LLC, a Texas limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
ALLIED WARRANTY LLC | ||||||
By: |
/s/ GAETAN FROTTE |
|||||
Name: | Gaetan Frotte | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG HOME SOLUTIONS LLC |
Sole Member |
By: | /s/ GAETAN FROTTE |
|||||
Name: | Gaetan Frotte | |||||
Title: | Vice President and Treasurer |
II-12
Pursuant to the requirements of the Securities Act of 1933, Arthur Kill Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
ARTHUR KILL POWER LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-13
Pursuant to the requirements of the Securities Act of 1933, Astoria Gas Turbine Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, March 22, 2013.
ASTORIA GAS TURBINE POWER LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-14
Pursuant to the requirements of the Securities Act of 1933, Cabrillo Power I LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
CABRILLO POWER I LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
WEST COAST POWER LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
II-15
Pursuant to the requirements of the Securities Act of 1933, Cabrillo Power II LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
CABRILLO POWER II LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
WEST COAST POWER LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
II-16
Pursuant to the requirements of the Securities Act of 1933, Carbon Management Solutions LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
CARBON MANAGEMENT SOLUTIONS LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-17
Pursuant to the requirements of the Securities Act of 1933, Clean Edge Energy LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
CLEAN EDGE ENERGY LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG POWER MARKETING LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-18
Pursuant to the requirements of the Securities Act of 1933, Conemaugh Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
CONEMAUGH POWER LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-19
Pursuant to the requirements of the Securities Act of 1933, Connecticut Jet Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
CONNECTICUT JET POWER LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-20
Pursuant to the requirements of the Securities Act of 1933, Cottonwood Development LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
COTTONWOOD DEVELOPMENT LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG SOUTH CENTRAL GENERATING LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-21
Pursuant to the requirements of the Securities Act of 1933, Cottonwood Energy Company LP, a Delaware limited partnership, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on 13 March 22, 2013.
COTTONWOOD ENERGY COMPANY LP | ||||||
By: |
Cottonwood Generating Partners I LLC, its General Partner |
|||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
COTTONWOOD GENERATING PARTNERS I LLC |
General Partner |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-22
Pursuant to the requirements of the Securities Act of 1933, Cottonwood Generating Partners I LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
COTTONWOOD GENERATING PARTNERS I LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
COTTONWOOD DEVELOPMENT LLC | Sole Member | |||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-23
Pursuant to the requirements of the Securities Act of 1933, Cottonwood Generating Partners II LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
COTTONWOOD GENERATING PARTNERS II LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
COTTONWOOD DEVELOPMENT LLC | Sole Member | |||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-24
Pursuant to the requirements of the Securities Act of 1933, Cottonwood Generating Partners III LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
COTTONWOOD GENERATING PARTNERS III LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
COTTONWOOD DEVELOPMENT LLC | Sole Member | |||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-25
Pursuant to the requirements of the Securities Act of 1933, Cottonwood Technology Partners LP, a Delaware limited partnership, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
COTTONWOOD TECHNOLOGY PARTNERS LP | ||||||
By: |
Cottonwood Generating Partners I LLC, its General Partner |
|||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
COTTONWOOD ENERGY COMPANY LP | General Partner | |||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-26
Pursuant to the requirements of the Securities Act of 1933, Devon Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2012.
DEVON POWER LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
NRG ENERGY, INC. | Sole Member | |||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-27
Pursuant to the requirements of the Securities Act of 1933, Dunkirk Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
DUNKIRK POWER LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
NRG ENERGY, INC. | Sole Member | |||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-28
Pursuant to the requirements of the Securities Act of 1933, Eastern Sierra Energy Company LLC, a California limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
EASTERN SIERRA ENERGY COMPANY LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
SAGUARO POWER LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
II-29
Pursuant to the requirements of the Securities Act of 1933, El Segundo Power, LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
EL SEGUNDO POWER, LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
WEST COAST POWER LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
II-30
Pursuant to the requirements of the Securities Act of 1933, El Segundo Power II LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
EL SEGUNDO POWER II LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
WEST COAST POWER LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
II-31
Pursuant to the requirements of the Securities Act of 1933, Elbow Creek Wind Project LLC, a Texas limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
ELBOW CREEK WIND PROJECT LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Controller |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG WIND DEVELOPMENT COMPANY, LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
II-32
Pursuant to the requirements of the Securities Act of 1933, Energy Alternatives Wholesale, LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
ENERGY ALTERNATIVES WHOLESALE, LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY SERVICES GROUP LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-33
Pursuant to the requirements of the Securities Act of 1933, Energy Plus Holdings LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
ENERGY PLUS HOLDINGS LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-34
Pursuant to the requirements of the Securities Act of 1933, Energy Plus Natural Gas LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
ENERGY PLUS NATURAL GAS LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
ENERGY PLUS HOLDINGS LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-35
Pursuant to the requirements of the Securities Act of 1933, Energy Protection Insurance Company, a Vermont corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
ENERGY PROTECTION INSURANCE COMPANY | ||||||
By: |
/s/ CHRISTOPHER SOTOS |
|||||
Name: | Christopher Sotos | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) and Director |
|
/s/ MARI BETH ROSS Mari Beth Ross |
Director |
|
/s/ DERICK WHITE Derick White |
Director (Independent) |
II-36
Pursuant to the requirements of the Securities Act of 1933, Everything Energy LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
EVERYTHING ENERGY LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-37
Pursuant to the requirements of the Securities Act of 1933, GCP Funding Company, LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
GCP FUNDING COMPANY, LLC | ||||||
By: |
/s/ CHRISTOPHER O'HARA |
|||||
Name: | Christopher O'Hara | |||||
Title: | Vice President and Secretary |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG TEXAS LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-38
Pursuant to the requirements of the Securities Act of 1933, Green Mountain Energy Company, a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
GREEN MOUNTAIN ENERGY COMPANY | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President, Treasury |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ JOHN RAGAN John Ragan |
Sole Director |
II-39
Pursuant to the requirements of the Securities Act of 1933, Green Mountain Energy Company (NY COM) LLC, a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
GREEN MOUNTAIN ENERGY COMPANY (NY COM) LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
GREEN MOUNTAIN ENERGY COMPANY |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President, Treasury |
II-40
Pursuant to the requirements of the Securities Act of 1933, Green Mountain Energy Company (NY RES) LLC, a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
GREEN MOUNTAIN ENERGY COMPANY (NY RES) LLC |
||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
GREEN MOUNTAIN ENERGY COMPANY |
Sole Member |
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President, Treasury |
II-41
Pursuant to the requirements of the Securities Act of 1933, Huntley Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
HUNTLEY POWER LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-42
Pursuant to the requirements of the Securities Act of 1933, Independence Energy Alliance LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
INDEPENDENCE ENERGY ALLIANCE LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
INDEPENDENCE ENERGY GROUP LLC |
Sole Member |
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-43
Pursuant to the requirements of the Securities Act of 1933, Independence Energy Group LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
INDEPENDENCE ENERGY GROUP LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
ENERGY PLUS HOLDINGS LLC |
Sole Member |
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-44
Pursuant to the requirements of the Securities Act of 1933, Independence Energy Natural Gas LLC, a Delaware limited liability company, has duly caused this to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
INDEPENDENCE ENERGY NATURAL GAS LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Senior Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
INDEPENDENCE ENERGY GROUP LLC |
Sole Member |
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-45
Pursuant to the requirements of the Securities Act of 1933, Indian River Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
INDIAN RIVER OPERATIONS INC. | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Senior Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ MAURICIO GUTIERREZ Mauricio Gutierrez |
Sole Director |
II-46
Pursuant to the requirements of the Securities Act of 1933, Indian River Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
INDIAN RIVER POWER LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Senior Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-47
Pursuant to the requirements of the Securities Act of 1933, Keystone Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
KEYSTONE POWER LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Senior Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-48
Pursuant to the requirements of the Securities Act of 1933, Langford Wind Power, LLC, a Texas limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
LANGFORD WIND POWER, LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Senior Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG WIND DEVELOPMENT COMPANY, LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | President and Treasurer |
II-49
Pursuant to the requirements of the Securities Act of 1933, Lone Star A/C & Appliance Repair, LLC, a Texas limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
LONE STAR A/C & APPLIANCE REPAIR, LLC | ||||||
By: |
/s/ GAETAN FROTTE |
|||||
Name: | Gaetan Frotte | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Senior Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG HOME SOLUTIONS LLC |
Sole Member |
By: | /s/ GAETAN FROTTE |
|||||
Name: | Gaetan Frotte | |||||
Title: | Vice President and Treasurer |
II-50
Pursuant to the requirements of the Securities Act of 1933, Louisiana Generating LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
LOUISIANA GENERATING LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Senior Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG SOUTH CENTRAL GENERATING LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-51
Pursuant to the requirements of the Securities Act of 1933, Meriden Gas Turbines LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
MERIDEN GAS TURBINES LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-52
Pursuant to the requirements of the Securities Act of 1933, Middletown Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
MIDDLETOWN POWER LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-53
Pursuant to the requirements of the Securities Act of 1933, Montville Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
MONTVILLE POWER LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-54
Pursuant to the requirements of the Securities Act of 1933, NEO Corporation, a Minnesota corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NEO CORPORATION | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ DON POE Don Poe |
Sole Director |
II-55
Pursuant to the requirements of the Securities Act of 1933, NEO Freehold-Gen LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NEO FREEHOLD-GEN LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NEO CORPORATION |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
II-56
Pursuant to the requirements of the Securities Act of 1933, NEO Power Services Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NEO POWER SERVICES INC. | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ DON POE Don Poe |
Sole Director |
II-57
Pursuant to the requirements of the Securities Act of 1933, New Genco GP, LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NEW GENCO GP, LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG TEXAS LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-58
Pursuant to the requirements of the Securities Act of 1933, Norwalk Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NORWALK POWER LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-59
Pursuant to the requirements of the Securities Act of 1933, NRG Affiliate Services Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG AFFILIATE SERVICES INC. | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ PATTI HELFER Patti Helfer |
Sole Director |
II-60
Pursuant to the requirements of the Securities Act of 1933, NRG Artesian Energy LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG ARTESIAN ENERGY LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG TEXAS LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-61
Pursuant to the requirements of the Securities Act of 1933, NRG Arthur Kill Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG ARTHUR KILL OPERATIONS INC. | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ MAURICIO GUTIERREZ Mauricio Gutierrez |
Sole Director |
II-62
Pursuant to the requirements of the Securities Act of 1933, NRG Astoria Gas Turbine Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG ASTORIA GAS TURBINE OPERATIONS INC. | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ MAURICIO GUTIERREZ Mauricio Gutierrez |
Sole Director |
II-63
Pursuant to the requirements of the Securities Act of 1933, NRG Bayou Cove LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG BAYOU COVE LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG SOUTH CENTRAL GENERATING LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-64
Pursuant to the requirements of the Securities Act of 1933, NRG Cabrillo Power Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
|
NRG CABRILLO POWER OPERATIONS INC. | |||||
|
By: |
/s/ G. GARY GARCIA |
||||
|
Name: | G. Gary Garcia | ||||
|
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ MAURICIO GUTIERREZ Mauricio Gutierrez |
Sole Director |
II-65
Pursuant to the requirements of the Securities Act of 1933, NRG California Peaker Operations LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
|
NRG CALIFORNIA PEAKER OPERATIONS LLC | |||||
|
By: |
/s/ G. GARY GARCIA |
||||
|
Name: | G. Gary Garcia | ||||
|
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG OPERATING SERVICES, INC. |
Sole Member |
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
II-66
Pursuant to the requirements of the Securities Act of 1933, NRG Cedar Bayou Development Company, LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
|
NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC | |||||
|
By: |
/s/ G. GARY GARCIA |
||||
|
Name: | G. Gary Garcia | ||||
|
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-67
Pursuant to the requirements of the Securities Act of 1933, NRG Connecticut Affiliate Services Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
|
NRG CONNECTICUT AFFILIATE SERVICES INC. | |||||
|
By: |
/s/ G. GARY GARCIA |
||||
|
Name: | G. Gary Garcia | ||||
|
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ TANUJA M. DEHNE Tanuja M. Dehne |
Sole Director |
II-68
Pursuant to the requirements of the Securities Act of 1933, NRG Construction LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
|
NRG CONSTRUCTION LLC | |||||
|
By: |
/s/ GAETAN FROTTE |
||||
|
Name: | Gaetan Frotte | ||||
|
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-69
Pursuant to the requirements of the Securities Act of 1933, NRG Development Company Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
|
NRG DEVELOPMENT COMPANY INC. | |||||
|
By: |
/s/ G. GARY GARCIA |
||||
|
Name: | G. Gary Garcia | ||||
|
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ DAVID NEAL David Neal |
Sole Director |
II-70
Pursuant to the requirements of the Securities Act of 1933, NRG Devon Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG DEVON OPERATIONS INC. | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer | |||||
* * * * * |
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ MAURICIO GUTIERREZ Mauricio Gutierrrez |
Sole Director |
II-71
Pursuant to the requirements of the Securities Act of 1933, NRG Dispatch Services LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG DISPATCH SERVICES LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer | |||||
* * * * * |
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG HOME & BUSINESS SOLUTIONS LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-72
Pursuant to the requirements of the Securities Act of 1933, NRG Dunkirk Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG DUNKIRK OPERATIONS INC. | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer | |||||
* * * * * |
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ MAURICIO GUTIERREZ Mauricio Gutierrez |
Sole Director |
II-73
Pursuant to the requirements of the Securities Act of 1933, NRG El Segundo Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG EL SEGUNDO OPERATIONS INC. | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer | |||||
* * * * * |
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ MAURICIO GUTIERREZ Mauricio Gutierrez |
Sole Director |
II-74
Pursuant to the requirements of the Securities Act of 1933, NRG Energy Labor Services LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG ENERGY LABOR SERVICES LLC | ||||||
By: |
/s/ GAETAN FROTTE |
|||||
Name: | Gaetan Frotte | |||||
Title: | Vice President and Treasurer | |||||
* * * * * |
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY SERVICES GROUP LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-75
Pursuant to the requirements of the Securities Act of 1933, NRG Energy Services Group LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG ENERGY SERVICES GROUP LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer | |||||
* * * * * |
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-76
Pursuant to the requirements of the Securities Act of 1933, NRG Energy Services LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG ENERGY SERVICES LLC | ||||||
By: |
/s/ GAETAN FROTTE |
|||||
Name: | Gaetan Frotte | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY SERVICES LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-77
Pursuant to the requirements of the Securities Act of 1933, NRG Generation Holdings, Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG GENERATION HOLDINGS, INC. | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ CHRISTOPHER O'HARA Christopher O'Hara |
Director |
|
/s/ JOHN RAGAN John Ragan |
Director |
II-78
Pursuant to the requirements of the Securities Act of 1933, NRG Home & Business Solutions LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG HOME & BUSINESS SOLUTIONS LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-79
Pursuant to the requirements of the Securities Act of 1933, NRG Home Solutions LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG HOME SOLUTIONS LLC | ||||||
By: |
/s/ GAETAN FROTTE |
|||||
Name: | Gaetan Frotte | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG HOME & BUSINESS SOLUTIONS LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-80
Pursuant to the requirements of the Securities Act of 1933, NRG Home Solutions Product LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG HOME SOLUTIONS PRODUCT LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG HOME & BUSINESS SOLUTIONS LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-81
Pursuant to the requirements of the Securities Act of 1933, NRG Homer City Services LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG HOMER CITY SERVICES LLC | ||||||
By: |
/s/ GAETAN FROTTE |
|||||
Name: | Gaetan Frotte | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY SERVICES GROUP LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-82
Pursuant to the requirements of the Securities Act of 1933, NRG Huntley Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG HUNTLEY OPERATIONS INC. | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ MAURICIO GUTIERREZ Mauricio Gutierrez |
Sole Director |
II-83
Pursuant to the requirements of the Securities Act of 1933, NRG Identity Protect LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG IDENTITY PROTECT LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG HOME & BUSINESS SOLUTIONS LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-84
Pursuant to the requirements of the Securities Act of 1933, NRG Ilion Limited Partnership, a Delaware limited partnership, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG ILION LIMITED PARTNERSHIP | ||||||
By: |
NRG Rockford Acquisition LLC, its General Partner |
|||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ROCKFORD ACQUISITION LLC |
General Partner |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
II-85
Pursuant to the requirements of the Securities Act of 1933, NRG Ilion LP LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG ILION LP LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-86
Pursuant to the requirements of the Securities Act of 1933, NRG International LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG INTERNATIONAL LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-87
Pursuant to the requirements of the Securities Act of 1933, NRG Maintenance Services LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG MAINTENANCE SERVICES LLC | ||||||
By: |
/s/ GAETAN FROTTE |
|||||
Name: | Gaetan Frotte | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY SERVICES GROUP LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-88
Pursuant to the requirements of the Securities Act of 1933, NRG Mextrans Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG MEXTRANS INC. | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ JOHN CHILLEMI John Chillemi |
Sole Director |
II-89
Pursuant to the requirements of the Securities Act of 1933, NRG MidAtlantic Affiliate Services Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG MIDATLANTIC AFFILIATE SERVICES INC. | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ TANUJA M. DEHNE Tanuja M. Dehne |
Sole Director |
II-90
Pursuant to the requirements of the Securities Act of 1933, NRG Middletown Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG MIDDLETOWN OPERATIONS INC. | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ MAURICIO GUTIERREZ Mauricio Gutierrez |
Sole Director |
II-91
Pursuant to the requirements of the Securities Act of 1933, NRG Montville Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG MONTVILLE OPERATIONS INC. | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ MAURICIO GUTIERREZ Mauricio Gutierrez |
Sole Director |
II-92
Pursuant to the requirements of the Securities Act of 1933, NRG New Jersey Energy Sales LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG NEW JERSEY ENERGY SALES LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG POWER MARKETING LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-93
Pursuant to the requirements of the Securities Act of 1933, NRG New Roads Holdings LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG NEW ROADS HOLDINGS LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG SOUTH CENTRAL GENERATING LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-94
Pursuant to the requirements of the Securities Act of 1933, NRG North Central Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG NORTH CENTRAL OPERATIONS INC. | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ MAURICIO GUTIERREZ Mauricio Gutierrez |
Sole Director |
II-95
Pursuant to the requirements of the Securities Act of 1933, NRG Northeast Affiliate Services Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG NORTHEAST AFFILIATE SERVICES INC. | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ TANUJA M. DEHNE Tanuja M. Dehne |
Sole Director |
II-96
Pursuant to the requirements of the Securities Act of 1933, NRG Norwalk Harbor Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG NORWALK HARBOR OPERATIONS INC. | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ MAURICIO GUTIERREZ Mauricio Gutierrez |
Sole Director |
II-97
Pursuant to the requirements of the Securities Act of 1933, NRG Operating Services, Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG OPERATING SERVICES, INC. | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ MAURICIO GUTIERREZ Mauricio Gutierrez |
Sole Director |
II-98
Pursuant to the requirements of the Securities Act of 1933, NRG Oswego Harbor Power Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG OSWEGO HARBOR POWER OPERATIONS INC. | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ MAURICIO GUTIERREZ Mauricio Gutierrez |
Sole Director |
II-99
Pursuant to the requirements of the Securities Act of 1933, NRG PacGen Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG PACGEN INC. | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ JOHN CHILLEMI John Chillemi |
Sole Director |
II-100
Pursuant to the requirements of the Securities Act of 1933, NRG Power Marketing LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG POWER MARKETING LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-101
Pursuant to the requirements of the Securities Act of 1933, NRG Reliability Solutions LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG RELIABILITY SOLUTIONS LLC | ||||||
By: |
/s/ GAETAN FROTTE |
|||||
Name: | Gaetan Frotte | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY SERVICES GROUP LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-102
Pursuant to the requirements of the Securities Act of 1933, NRG Renter's Protection LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG RENTER'S PROTECTION LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG HOME & BUSINESS SOLUTIONS LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-103
Pursuant to the requirements of the Securities Act of 1933, NRG Retail LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG RETAIL LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-104
Pursuant to the requirements of the Securities Act of 1933, NRG Rockford Acquisition LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG ROCKFORD ACQUISITION LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | SeniorVice President and Treasurer |
II-105
Pursuant to the requirements of the Securities Act of 1933, NRG Saguaro Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG SAGUARO OPERATIONS INC. | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ JOHN CHILLEMI John Chillemi |
Sole Director |
II-106
Pursuant to the requirements of the Securities Act of 1933, NRG Security LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG SECURITY LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG HOME & BUSINESS SOLUTIONS LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-107
Pursuant to the requirements of the Securities Act of 1933, NRG Services Corporation, a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG SERVICES CORPORATION | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ TANUJA M. DEHNE Tanuja M. Dehne |
Sole Director |
II-108
Pursuant to the requirements of the Securities Act of 1933, NRG SimplySmart Solutions LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG SIMPLYSMART SOLUTIONS LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-109
Pursuant to the requirements of the Securities Act of 1933, NRG South Central Affiliate Services Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG SOUTH CENTRAL AFFILIATE SERVICES INC. |
||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ TANUJA M. DEHNE Tanuja M. Dehne |
Sole Director |
II-110
Pursuant to the requirements of the Securities Act of 1933, NRG South Central Generating LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG SOUTH CENTRAL GENERATING LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-111
Pursuant to the requirements of the Securities Act of 1933, NRG South Central Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG SOUTH CENTRAL OPERATIONS INC. | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ MAURICIO GUTIERREZ Mauricio Gutierrez |
Sole Director |
II-112
Pursuant to the requirements of the Securities Act of 1933, NRG South Texas LP, a Texas limited partnership, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG SOUTH TEXAS LP | ||||||
By: |
Texas Genco GP, LLC, its General Partner |
|||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
TEXAS GENCO GP, LLC |
General Partner |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-113
Pursuant to the requirements of the Securities Act of 1933, NRG Texas C&I Supply LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG TEXAS C&I SUPPLY LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-114
Pursuant to the requirements of the Securities Act of 1933, NRG Texas Holding Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG TEXAS HOLDING INC. | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ G. GARY GARCIA G. Gary Garcia |
Sole Director |
II-115
Pursuant to the requirements of the Securities Act of 1933, NRG Texas LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG TEXAS LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-116
Pursuant to the requirements of the Securities Act of 1933, NRG Texas Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG TEXAS POWER LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG TEXAS LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-117
Pursuant to the requirements of the Securities Act of 1933, NRG Unemployment Protection LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG UNEMPLOYMENT PROTECTION LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG HOME & BUSINESS SOLUTIONS LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-118
Pursuant to the requirements of the Securities Act of 1933, NRG Warranty Services LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG WARRANTY SERVICES LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG HOME & BUSINESS SOLUTIONS LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-119
Pursuant to the requirements of the Securities Act of 1933, NRG West Coast LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG WEST COAST LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-120
Pursuant to the requirements of the Securities Act of 1933, NRG Western Affiliate Services Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
NRG WESTERN AFFILIATE SERVICES INC. | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ TANUJA M. DEHNE Tanuja M. Dehne |
Sole Director |
II-121
Pursuant to the requirements of the Securities Act of 1933, O'Brien Cogeneration, Inc. II, a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
O'BRIEN COGENERATION, INC. II | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ JOHN CHILLEMI John Chillemi |
Sole Director |
II-122
Pursuant to the requirements of the Securities Act of 1933, ONSITE Energy, Inc., an Oregon corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
ONSITE ENERGY, INC. | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ JOHN CHILLEMI John Chillemi |
Director |
|
/s/ JENNIFER HEIN Jennifer Hein |
Director |
II-123
Pursuant to the requirements of the Securities Act of 1933, Oswego Harbor Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
OSWEGO HARBOR POWER LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-124
Pursuant to the requirements of the Securities Act of 1933, RE Retail Receivables, LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
RE RETAIL RECEIVABLES, LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
RELIANT ENERGY RETAIL SERVICES, LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-125
Pursuant to the requirements of the Securities Act of 1933, Reliant Energy Northeast LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
RELIANT ENERGY NORTHEAST LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
RELIANT ENERGY RETAIL HOLDINGS, LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-126
Pursuant to the requirements of the Securities Act of 1933, Reliant Energy Power Supply, LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
RELIANT ENERGY POWER SUPPLY, LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
RELIANT ENERGY RETAIL HOLDINGS, LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-127
Pursuant to the requirements of the Securities Act of 1933, Reliant Energy Retail Holdings, LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
RELIANT ENERGY RETAIL HOLDINGS, LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
RERH HOLDINGS, LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-128
Pursuant to the requirements of the Securities Act of 1933, Reliant Energy Retail Services, LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
RELIANT ENERGY RETAIL SERVICES, LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
RELIANT ENERGY RETAIL HOLDINGS, LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-129
Pursuant to the requirements of the Securities Act of 1933, RERH Holdings, LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
RERH HOLDINGS, LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG RETAIL, LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
II-130
Pursuant to the requirements of the Securities Act of 1933, Saguaro Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
SAGUARO POWER LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG WEST COAST LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
II-131
Pursuant to the requirements of the Securities Act of 1933, Somerset Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
SOMERSET OPERATIONS INC. | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ MAURICIO GUTIERREZ Mauricio Gutierrez |
Sole Director |
II-132
Pursuant to the requirements of the Securities Act of 1933, Somerset Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
SOMERSET POWER LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-133
Pursuant to the requirements of the Securities Act of 1933, Texas Genco Financing Corp., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
TEXAS GENCO FINANCING CORP. | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ CHRISTOPHER O'HARA Christopher O'Hara |
Director |
|
/s/ JOHN RAGAN John Ragan |
Director |
II-134
Pursuant to the requirements of the Securities Act of 1933, Texas Genco GP, LLC, a Texas limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
TEXAS GENCO GP, LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
TEXAS GENCO HOLDINGS, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-135
Pursuant to the requirements of the Securities Act of 1933, Texas Genco Holdings, Inc., a Texas limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
TEXAS GENCO HOLDINGS, INC. | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ CHRISTOPHER O'HARA Christopher O'Hara |
Director |
|
/s/ JOHN RAGAN John Ragan |
Director |
II-136
Pursuant to the requirements of the Securities Act of 1933, Texas Genco LP, LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
TEXAS GENCO LP, LLC | ||||||
By: |
/s/ CHRISTOPHER O'HARA |
|||||
Name: | Christopher O'Hara | |||||
Title: | Vice President and Secretary |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
TEXAS GENCO HOLDINGS, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-137
Pursuant to the requirements of the Securities Act of 1933, Texas Genco Operating Services LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
TEXAS GENCO OPERATING SERVICES LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG TEXAS LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
II-138
Pursuant to the requirements of the Securities Act of 1933, Texas Genco Services, LP, a Texas limited partnership, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
TEXAS GENCO SERVICES, LP | ||||||
By: |
New Genco GP, LLC, its General Partner |
|||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NEW GENCO GP, LLC |
General Partner |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Vice President and Secretary |
II-139
Pursuant to the requirements of the Securities Act of 1933, US Retailers LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
US RETAILERS LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-140
Pursuant to the requirements of the Securities Act of 1933, Vienna Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
VIENNA OPERATIONS INC. | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
/s/ MAURICIO GUTIERREZ Mauricio Gutierrez |
Sole Director |
II-141
Pursuant to the requirements of the Securities Act of 1933, Vienna Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
VIENNA POWER LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG ENERGY, INC. |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Senior Vice President and Treasurer |
II-142
Pursuant to the requirements of the Securities Act of 1933, WCP (Generation) Holdings LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
WCP (GENERATION) HOLDINGS LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
NRG WEST COAST LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
II-143
Pursuant to the requirements of the Securities Act of 1933, West Coast Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 22, 2013.
WEST COAST POWER LLC | ||||||
By: |
/s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
* * * * *
Each person whose signature appears below constitutes and appoints David W. Crane, David R. Hill and Brian Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 22, 2013.
Signature
|
Title
|
|
---|---|---|
/s/ DAVID W. CRANE David W. Crane |
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer) | |
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews |
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer) |
|
/s/ RONALD B. STARK Ronald B. Stark |
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) |
|
WCP (GENERATION) HOLDINGS LLC |
Sole Member |
By: | /s/ G. GARY GARCIA |
|||||
Name: | G. Gary Garcia | |||||
Title: | Treasurer |
II-144
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
3.01(a) | Amended and Restated Certificate of Incorporation of NRG Energy, Inc. | Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 10-Q filed on May 3, 2012 | |||
3.01(b) |
Certificate of Amendment of Amended and Restated Certificate of Incorporation of NRG Energy, Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on December 14, 2012 |
|||
3.02 |
Second Amended and Restated By-Laws of NRG Energy, Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on December 14, 2012 |
|||
3.03 |
Certificate of Formation of Allied Home Warranty GP LLC |
Filed herewith |
|||
3.04 |
Limited Liability Company Agreement of Allied Home Warranty GP LLC |
Filed herewith |
|||
3.05 |
Certificate of Formation of Allied Warranty LLC |
Filed herewith |
|||
3.06 |
Limited Liability Company Agreement of Allied Warranty LLC |
Filed herewith |
|||
3.07 |
Certificate of Formation of Arthur Kill Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.08 |
Limited Liability Company Agreement of Arthur Kill Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.09 |
Certificate of Formation of Astoria Gas Turbine Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.10 |
Limited Liability Company Agreement of Astoria Gas Turbine Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.11 |
Certificate of Formation of Cabrillo Power I LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.12 |
Limited Liability Company Agreement of Cabrillo Power I LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.13 |
Certificate of Formation of Cabrillo Power II LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
II-145
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
3.14 | Limited Liability Company Agreement of Cabrillo Power II LLC | Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 | |||
3.15 |
Certificate of Formation of Carbon Management Solutions LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.16 |
Limited Liability Company Agreement of Carbon Management Solutions LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.17 |
Certificate of Formation of Clean Edge Energy LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.18 |
Limited Liability Company Agreement of Clean Edge Energy LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.19 |
Certificate of Formation of Conemaugh Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.20 |
Limited Liability Company Agreement of Conemaugh Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.21 |
Certificate of Formation of Connecticut Jet Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.22 |
Limited Liability Company Agreement of Connecticut Jet Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.23 |
Certificate of Formation of Cottonwood Development LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.24 |
Limited Liability Company Agreement of Cottonwood Development LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.25 |
Certificate of Formation of Cottonwood Energy Company LP |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.26 |
Limited Partnership Agreement of Cottonwood Energy Company LP |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.27 |
Certificate of Formation of Cottonwood Generating Partners I LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
II-146
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
3.28 | Limited Liability Company Agreement of Cottonwood Generating Partners I LLC | Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 | |||
3.29 |
Certificate of Formation of Cottonwood Generating Partners II LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.30 |
Limited Liability Company Agreement of Cottonwood Generating Partners II LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.31 |
Certificate of Formation of Cottonwood Generating Partners III LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.32 |
Limited Liability Company Agreement of Cottonwood Generating Partners III LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.33 |
Certificate of Limited Partnership of Cottonwood Technology Partners LP |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.34 |
Limited Partnership Agreement of Cottonwood Technology Partners LP |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.35 |
Certificate of Formation of Devon Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.36 |
Limited Liability Company Agreement of Devon Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.37 |
Certificate of Formation of Dunkirk Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.38 |
Limited Liability Company Agreement of Dunkirk Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.39 |
Articles of Organization of Eastern Sierra Energy Company LLC |
Filed herewith |
|||
3.40 |
Limited Liability Company Agreement of Eastern Sierra Energy Company LLC |
Filed herewith |
|||
3.41 |
Certificate of Formation of El Segundo Power, LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
II-147
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
3.42 | Limited Liability Company Agreement of El Segundo Power, LLC | Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 | |||
3.43 |
Certificate of Formation of El Segundo Power II LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.44 |
Limited Liability Company Agreement of El Segundo Power II LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.45 |
Certificate of Formation of Elbow Creek Wind Project LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.46 |
Limited Liability Company Agreement of Elbow Creek Wind Project LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.47 |
Certificate of Formation of Energy Alternatives Wholesale, LLC |
Filed herewith |
|||
3.48 |
Limited Liability Company Agreement of Energy Alternatives Wholesale, LLC |
Filed herewith |
|||
3.49 |
Certificate of Formation of Energy Plus Holdings LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 16, 2011 |
|||
3.50 |
Limited Liability Company Agreement of Energy Plus Holdings LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 16, 2011 |
|||
3.51 |
Certificate of Formation of Energy Plus Natural Gas LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4, as amended, filed on January 13, 2012 |
|||
3.52 |
Limited Liability Company Agreement of Energy Plus Natural Gas LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4, as amended, filed on January 13, 2012 |
|||
3.53 |
Articles of Incorporation of Energy Protection Insurance Company |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
3.54 |
By-Laws of Energy Protection Insurance Company |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
3.55 |
Certificate of Formation of Everything Energy LLC |
Filed herewith |
II-148
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
3.56 | Second Amended and Restated Limited Liability Company Agreement of Everything Energy LLC | Filed herewith | |||
3.57 |
Certificate of Formation of GCP Funding Company, LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.58 |
Limited Liability Company Agreement of GCP Funding Company, LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.59 |
Certificate of Incorporation of Green Mountain Energy Company |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.60 |
By-Laws of Green Mountain Energy Company |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.61 |
Certificate of Formation of Green Mountain Energy Company (NY COM) LLC |
Filed herewith |
|||
3.62 |
Limited Liability Company Agreement of Green Mountain Energy Company (NY COM) LLC |
Filed herewith |
|||
3.63 |
Certificate of Formation of Green Mountain Energy Company (NY RES) LLC |
Filed herewith |
|||
3.64 |
Limited Liability Company Agreement of Green Mountain Energy Company (NY RES) LLC |
Filed herewith |
|||
3.65 |
Certificate of Formation of Huntley Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.66 |
Limited Liability Company Agreement of Huntley Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.67 |
Certificate of Formation of Independence Energy Alliance LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 16, 2011 |
|||
3.68 |
Limited Liability Company Agreement of Independence Energy Alliance LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 16, 2011 |
|||
3.69 |
Certificate of Formation of Independence Energy Group LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 16, 2011 |
II-149
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
3.70 | Limited Liability Company Agreement of Independence Energy Group LLC | Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 16, 2011 | |||
3.71 |
Certificate of Formation of Independence Energy Natural Gas LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 16, 2011 |
|||
3.72 |
Limited Liability Company Agreement of Independence Energy Natural Gas LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 16, 2011 |
|||
3.73 |
Certificate of Incorporation of Indian River Operations Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.74 |
By-Laws of Indian River Operations Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.75 |
Certificate of Formation of Indian River Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.76 |
Limited Liability Company Agreement of Indian River Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.77 |
Certificate of Formation of Keystone Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.78 |
Limited Liability Company Agreement of Keystone Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.79 |
Certificate of Formation of Langford Wind Power, LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.80 |
Limited Liability Company Agreement of Langford Wind Power, LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.81 |
Certificate of Formation of Lone Star A/C & Appliance Repair, LLC |
Filed herewith |
|||
3.82 |
Limited Liability Company Agreement of Lone Star A/C & Appliance Repair, LLC |
Filed herewith |
|||
3.83 |
Certificate of Formation of Louisiana Generating LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
II-150
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
3.84 | Limited Liability Company Agreement of Louisiana Generating LLC | Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 | |||
3.85 |
Certificate of Formation of Meriden Gas Turbines LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
3.86 |
Limited Liability Company Agreement of Meriden Gas Turbines LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
3.87 |
Certificate of Formation of Middletown Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.88 |
Limited Liability Company Agreement of Middletown Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.89 |
Certificate of Formation of Montville Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.90 |
Limited Liability Company Agreement of Montville Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.91 |
Articles of Incorporation of NEO Corporation |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.92 |
By-Laws of NEO Corporation |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.93 |
Certificate of Formation of NEO Freehold-Gen LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.94 |
Limited Liability Company Agreement of NEO Freehold-Gen LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.95 |
Certificate of Incorporation of NEO Power Services Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.96 |
By-Laws of NEO Power Services Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.97 |
Certificate of Formation of New Genco GP, LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
II-151
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
3.98 | Limited Liability Company Agreement of New Genco GP, LLC | Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 | |||
3.99 |
Certificate of Formation of Norwalk Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.100 |
Limited Liability Company Agreement of Norwalk Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.101 |
Certificate of Incorporation of NRG Affiliate Services Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.102 |
By-Laws of NRG Affiliate Services Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.103 |
Certificate of Formation of NRG Artesian Energy LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.104 |
Limited Liability Company Agreement of NRG Artesian Energy LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.105 |
Certificate of Incorporation of NRG Arthur Kill Operations Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.106 |
By-Laws of NRG Arthur Kill Operations Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.107 |
Certificate of Incorporation of NRG Astoria Gas Turbine Operations Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.108 |
By-Laws of NRG Astoria Gas Turbine Operations Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.109 |
Certificate of Formation of NRG Bayou Cove LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.110 |
Limited Liability Company Agreement of NRG Bayou Cove LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.111 |
Certificate of Incorporation of NRG Cabrillo Power Operations Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
II-152
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
3.112 | By-Laws of NRG Cabrillo Power Operations Inc. | Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 | |||
3.113 |
Certificate of Formation of NRG California Peaker Operations LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.114 |
Limited Liability Company Agreement of NRG California Peaker Operations LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.115 |
Certificate of Formation of NRG Cedar Bayou Development Company, LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.116 |
Limited Liability Company Agreement of Formation of NRG Cedar Bayou Development Company, LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.117 |
Certificate of Incorporation of NRG Connecticut Affiliate Services Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.118 |
By-Laws of NRG Connecticut Affiliate Services Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.119 |
Certificate of Formation of NRG Construction LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.120 |
Limited Liability Company Agreement of NRG Construction LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.121 |
By-Laws of NRG Development Company Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
3.122 |
Certificate of Incorporation of NRG Development Company Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
3.123 |
Certificate of Incorporation of NRG Devon Operations Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.124 |
By-Laws of NRG Devon Operations Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.125 |
Certificate of Formation of NRG Dispatch Services LLC |
Filed herewith |
II-153
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
3.126 | Limited Liability Company Agreement of NRG Dispatch Services LLC | Filed herewith | |||
3.127 |
Certificate of Incorporation of NRG Dunkirk Operations Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.128 |
By-Laws of NRG Dunkirk Operations, Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.129 |
Certificate of Incorporation of NRG El Segundo Operations Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.130 |
By-Laws of NRG El Segundo Operations Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.131 |
Certificate of Formation of NRG Energy Labor Services LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
3.132 |
Limited Liability Company Agreement of NRG Energy Labor Services LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
3.133 |
Certificate of Formation of NRG Energy Services Group LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
3.134 |
Limited Liability Company Agreement of NRG Energy Services Group LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
3.135 |
Certificate of Formation of NRG Energy Services LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.136 |
Limited Liability Company Agreement of NRG Energy Services LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.137 |
Certificate of Incorporation of NRG Generation Holdings, Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.138 |
By-Laws of NRG Generation Holdings, Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.139 |
Certificate of Formation of NRG Home & Business Solutions LLC |
Filed herewith |
|||
3.140 |
Limited Liability Company Agreement of NRG Home & Business Solutions LLC |
Filed herewith |
II-154
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
3.141 | Certificate of Formation of NRG Home Solutions LLC | Filed herewith | |||
3.142 |
Limited Liability Company Agreement of NRG Home Solutions LLC |
Filed herewith |
|||
3.143 |
Certificate of Formation of NRG Home Solutions Product LLC |
Filed herewith |
|||
3.144 |
Limited Liability Company Agreement of NRG Home Solutions Product LLC |
Filed herewith |
|||
3.145 |
Certificate of Formation of NRG Homer City Services LLC |
Filed herewith |
|||
3.146 |
Limited Liability Company Agreement of NRG Homer City Services LLC |
Filed herewith |
|||
3.147 |
Certificate of Incorporation of NRG Huntley Operations Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.148 |
By-Laws of NRG Huntley Operations Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.149 |
Certificate of Formation of NRG Identity Protect LLC |
Filed herewith |
|||
3.150 |
Limited Liability Company Agreement of NRG Identity Protect LLC |
Filed herewith |
|||
3.151 |
Certificate of Formation of NRG Ilion Limited Partnership |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
3.152 |
Limited Partnership Agreement of NRG Ilion Limited Partnership |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
3.153 |
Certificate of Formation of NRG Ilion LP LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
3.154 |
Limited Liability Company Agreement of NRG Ilion LP LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
3.155 |
Certificate of Formation of NRG International LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.156 |
Limited Liability Company Agreement of NRG International LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
II-155
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
3.157 | Certificate of Formation of NRG Maintenance Services LLC | Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 | |||
3.158 |
Limited Liability Company Agreement of NRG Maintenance Services LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
3.159 |
Certificate of Formation of NRG Mextrans LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
3.160 |
Limited Liability Company Agreement of NRG Mextrans LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
3.161 |
Certificate of Incorporation of NRG MidAtlantic Affiliate Services Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.162 |
By-Laws of NRG MidAtlantic Affiliate Services Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.163 |
Certificate of Incorporation of NRG Middletown Operations Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.164 |
By-Laws of NRG Middletown Operations Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.165 |
Certificate of Incorporation of NRG Montville Operations Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.166 |
By-Laws of NRG Montville Operations Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.167 |
Certificate of Formation of NRG New Jersey Energy Sales LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.168 |
Limited Liability Company Agreement of NRG New Jersey Energy Sales LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.169 |
Certificate of Formation of NRG New Roads Holdings LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.170 |
Limited Liability Company Agreement of NRG New Roads Holdings LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
II-156
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
3.171 | Certificate of Incorporation of NRG North Central Operations, Inc. | Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 | |||
3.172 |
By-Laws of NRG North Central Operations, Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.173 |
Certificate of Incorporation of NRG Northeast Affiliate Services Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.174 |
By-Laws of NRG Northeast Affiliate Services Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.175 |
Certificate of Incorporation of NRG Norwalk Harbor Operations Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.176 |
By-Laws of NRG Norwalk Harbor Operations Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.177 |
Certificate of Incorporation of NRG Operating Services, Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.178 |
By-Laws of NRG Operating Services, Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.179 |
Certificate of Incorporation of NRG Oswego Harbor Power Operations Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.180 |
By-Laws of NRG Oswego Harbor Power Operations Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.181 |
Certificate of Incorporation of NRG PacGen Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
3.182 |
By-Laws of NRG PacGen Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
3.183 |
Certificate of Formation of NRG Power Marketing LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.184 |
Limited Liability Company Agreement of NRG Power Marketing LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
II-157
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
3.185 | Certificate of Formation of NRG Reliability Solutions LLC | Filed herewith | |||
3.186 |
Second Amended and Restated Limited Liability Company Agreement of NRG Reliability Solutions LLC |
Filed herewith |
|||
3.187 |
Certificate of Formation of NRG Renter's Protection LLC |
Filed herewith |
|||
3.188 |
Limited Liability Company Agreement of NRG Renter's Protection LLC |
Filed herewith |
|||
3.189 |
Certificate of Formation of NRG Retail LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.190 |
Limited Liability Company Agreement of NRG Retail LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.191 |
Certificate of Formation of NRG Rockford Acquisition LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
3.192 |
Limited Liability Company Agreement of NRG Rockford Acquisition LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
3.193 |
Certificate of Incorporation of NRG Saguaro Operations Inc |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.194 |
By-Laws of NRG Saguaro Operations Inc |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.195 |
Certificate of Formation of NRG Security LLC |
Filed herewith |
|||
3.196 |
Limited Liability Company Agreement of NRG Security LLC |
Filed herewith |
|||
3.197 |
Certificate of Incorporation of NRG Services Corporation |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
3.198 |
By-Laws of NRG Services Corporation |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
3.199 |
Certificate of Formation of NRG SimplySmart Solutions LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
II-158
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
3.200 | Limited Liability Company Agreement of NRG SimplySmart Solutions LLC | Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 | |||
3.201 |
Certificate of Incorporation of NRG South Central Affiliate Services Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.202 |
By-Laws of NRG South Central Affiliate Services Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.203 |
Certificate of Formation of NRG South Central Generating LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.204 |
Limited Liability Company Agreement of NRG South Central Generating LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.205 |
Certificate of Incorporation of NRG South Central Operations Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.206 |
By-Laws of NRG South Central Operations Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.207 |
Certificate of Limited Partnership of NRG South Texas LP |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.208 |
Limited Partnership Agreement of NRG South Texas LP |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.209 |
Certificate of Formation of NRG Texas C&I Supply LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.210 |
Limited Liability Company Agreement of NRG Texas C&I Supply LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.211 |
Certificate of Incorporation of NRG Texas Holding Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.212 |
By-Laws of NRG Texas Holding Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.213 |
Certificate of Formation of NRG Texas LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
II-159
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
3.214 | Limited Liability Company Agreement of NRG Texas LLC | Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 | |||
3.215 |
Certificate of Formation of NRG Texas Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.216 |
Limited Liability Company Agreement of NRG Texas Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.217 |
Certificate of Formation of NRG Unemployment Protection LLC |
Filed herewith |
|||
3.218 |
Limited Liability Company Agreement of NRG Unemployment Protection LLC |
Filed herewith |
|||
3.219 |
Certificate of Formation of NRG Warranty Services LLC |
Filed herewith |
|||
3.220 |
Limited Liability Company Agreement of NRG Warranty Services LLC |
Filed herewith |
|||
3.221 |
Certificate of Formation of NRG West Coast LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.222 |
Limited Liability Company Agreement of NRG West Coast LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.223 |
Certificate of Incorporation of NRG Western Affiliate Services Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.224 |
By-Laws of NRG Western Affiliate Services Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.225 |
Certificate of Incorporation of O'Brien Cogeneration, Inc. II |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
3.226 |
By-Laws of O'Brien Cogeneration, Inc. II |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
3.227 |
Certificate of Incorporation of ONSITE Energy, Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
3.228 |
By-Laws of ONSITE Energy, Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
II-160
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
3.229 | Certificate of Formation of Oswego Harbor Power LLC | Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 | |||
3.230 |
Limited Liability Company Agreement of Oswego Harbor Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.231 |
Certificate of Formation of RE Retail Receivables, LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.232 |
Limited Liability Company Agreement of RE Retail Receivables, LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.233 |
Certificate of Formation of Reliant Energy Northeast LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
3.234 |
Limited Liability Company Agreement of Reliant Energy Northeast LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
3.235 |
Certificate of Formation of Reliant Energy Power Supply, LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.236 |
Limited Liability Company Agreement of Reliant Energy Power Supply, LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.237 |
Certificate of Formation of Reliant Energy Retail Holdings, LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.238 |
Limited Liability Company Agreement of Reliant Energy Retail Holdings, LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.239 |
Certificate of Formation of Reliant Energy Retail Services, LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.240 |
Limited Liability Company Agreement of Reliant Energy Retail Services, LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.241 |
Certificate of Formation of RERH Holdings, LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.242 |
Limited Liability Company Agreement of RERH Holdings, LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
II-161
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
3.243 | Certificate of Formation of Saguaro Power LLC | Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 | |||
3.244 |
Limited Liability Company Agreement of Saguaro Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.245 |
Certificate of Incorporation of Somerset Operations Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.246 |
By-Laws of Somerset Operations Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.247 |
Certificate of Formation of Somerset Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.248 |
Limited Liability Company Agreement of Somerset Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.249 |
Certificate of Incorporation of Texas Genco Financing Corp. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.250 |
By-Laws of Texas Genco Financing Corp. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.251 |
Certificate of Formation of Texas Genco GP, LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.252 |
Limited Liability Company Agreement of Texas Genco GP, LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.253 |
Certificate of Incorporation of Texas Genco Holdings, Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.254 |
By-Laws of Texas Genco Holdings, Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.255 |
Certificate of Formation of Texas Genco LP, LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.256 |
Limited Liability Company Agreement of Texas Genco LP, LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
II-162
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
3.257 | Certificate of Formation of Texas Genco Operating Services LLC | Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 | |||
3.258 |
Limited Liability Company Agreement of Texas Genco Operating Services LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.259 |
Certificate of Limited Partnership of Texas Genco Services, LP |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.260 |
Limited Partnership Agreement of Texas Genco Services, LP |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.261 |
Certificate of Formation of US Retailers LLC |
Filed herewith |
|||
3.262 |
Fourth Amended and Restated Limited Liability Company Agreement of US Retailers LLC |
Filed herewith |
|||
3.263 |
Certificate of Incorporation of Vienna Operations Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.264 |
By-Laws of Vienna Operations Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.265 |
Certificate of Formation of Vienna Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.266 |
Limited Liability Company Agreement of Vienna Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004 |
|||
3.267 |
Certificate of Formation of WCP (Generation) Holdings LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.268 |
Limited Liability Company Agreement of WCP (Generation) Holdings LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.269 |
Certificate of Formation of West Coast Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
|||
3.270 |
Limited Liability Company Agreement of West Coast Power LLC |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010 |
II-163
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
4.01 | Indenture dated June 18, 2002, between NRG Peaker Finance Company LLC, as Issuer, Bayou Cove Peaking Power LLC, Big Cajun I Peaking Power LLC, NRG Rockford LLC, NRG Rockford II LLC and Sterlington Power LLC, as Guarantors, XL Capital Assurance Inc., as Insurer, and Law Debenture Trust Company, as Successor Trustee to the Bank of New York | Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2002 | |||
4.02 |
Amended and Restated Common Agreement among XL Capital Assurance Inc., Goldman Sachs Mitsui Marine Derivative Products, L.P., Law Debenture Trust Company of New York, as Trustee, The Bank of New York, as Collateral Agent, NRG Peaker Finance Company LLC and each Project Company Party thereto dated as of January 6, 2004, together with Annex A to the Common Agreement |
Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2003 |
|||
4.03 |
Amended and Restated Security Deposit Agreement among NRG Peaker Finance Company, LLC and each Project Company party thereto, and the Bank of New York, as Collateral Agent and Depositary Agent, dated as of January 6, 2004 |
Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2003 |
|||
4.04 |
NRG Parent Agreement by NRG Energy, Inc. in favor of the Bank of New York, as Collateral Agent, dated as of January 6, 2004 |
Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2003 |
|||
4.05 |
Supplemental Indenture dated as of December 30, 2005, among NRG Energy, Inc., the subsidiary guarantors named on Schedule A thereto and Law Debenture Trust Company of New York, as trustee |
Incorporated herein by reference to NRG Energy Inc.'s current report on Form 8-K filed on January 4, 2006 |
|||
4.06 |
Specimen of Certificate representing common stock of NRG Energy, Inc |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on November 14, 2006 |
|||
4.07 |
Indenture, dated February 2, 2006, among NRG Energy, Inc. and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on February 6, 2006 |
|||
4.08 |
Twenty-Second Supplemental Indenture, dated June 5, 2009, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York as Trustee, re: NRG Energy, Inc.'s 8.5% Senior Notes due 2019 |
Incorporated herein by reference to NRG Energy, Inc's current report on Form 8-K filed on June 5, 2009 |
II-164
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
4.09 | Form of 8.5% Senior Note due 2019 | Incorporated herein by reference to NRG Energy, Inc's current report on Form 8-K filed on June 5, 2009 | |||
4.10 |
Twenty-Third Supplemental Indenture, dated July 14, 2009, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York as Trustee, re: NRG Energy, Inc.'s 8.5% Senior Notes due 2019 |
Incorporated herein by reference to NRG Energy, Inc's current report on Form 8-K filed on July 15, 2009 |
|||
4.11 |
Twenty-Seventh Supplemental Indenture, dated October 5, 2009, among NRG Energy, Inc., the existing guarantors named therein, the guaranteeing subsidiaries named therein and Law Debenture Trust Company of New York as Trustee, re: NRG Energy, Inc.'s 8.5% Senior Notes due 2019 |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on October 6, 2009 |
|||
4.12 |
Thirty-First Supplemental Indenture, dated as of April 16, 2010, among NRG Energy, Inc., the existing guarantors named therein, the guaranteeing subsidiaries named therein and Law Debenture Trust Company of New York, re: NRG Energy, Inc.'s 8.5% Senior Notes due 2019 |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on April 21, 2010 |
|||
4.13 |
Thirty-Fifth Supplemental Indenture, dated as of June 23, 2010, among NRG Energy, Inc., the existing guarantors named therein, the guaranteeing subsidiaries named therein and Law Debenture Trust Company of New York, re: NRG Energy, Inc.'s 8.5% Senior Notes due 2019 |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on June 29, 2010 |
|||
4.14 |
Thirty-Sixth Supplemental Indenture, dated August 20, 2010, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York, re: NRG Energy, Inc.'s 8.25% Senior Notes due 2020 |
Incorporated herein by reference to NRG Energy Inc.'s current report on Form 8-K filed on August 20, 2010 |
|||
4.15 |
Form of 8.25% Senior Note due 2020 |
Incorporated herein by reference to NRG Energy Inc.'s current report on Form 8-K filed on August 20, 2010 |
|||
4.16 |
Registration Rights Agreement, dated August 20, 2010, among NRG Energy, Inc., the guarantors named therein and Citigroup Global Markets Inc., Banc of America Securities LLC and Deutsche Bank Securities Inc., as representatives of the several initial purchasers |
Incorporated herein by reference to NRG Energy Inc.'s current report on Form 8-K filed on August 20, 2010 |
II-165
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
4.17 | Fortieth Supplemental Indenture, dated December 15, 2010, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York, re: NRG Energy, Inc.'s 8.5% Senior Notes due 2019 | Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on December 16, 2010 | |||
4.18 |
Forty-First Supplemental Indenture, dated December 15, 2010, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York, re: NRG Energy, Inc.'s 8.25% Senior Notes due 2020 |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on December 15, 2010 |
|||
4.19 |
Forty-Second Supplemental Indenture, dated January 26, 2011, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York, , re: NRG Energy, Inc.'s 7.625% Senior Notes due 2018 |
Incorporated herein by reference to NRG Energy Inc.'s current report on Form 8-K filed on January 28, 2011 |
|||
4.20 |
Form of 7.625% Senior Note due 2018 |
Incorporated herein by reference to NRG Energy Inc.'s current report on Form 8-K filed on January 28, 2011 |
|||
4.21 |
Registration Rights Agreement, dated January 26, 2011, among NRG Energy, Inc., the guarantors named therein and J.P. Morgan Securities LLC, as initial purchaser |
Incorporated herein by reference to NRG Energy Inc.'s current report on Form 8-K filed on January 28, 2011 |
|||
4.22 |
Forty-Third Supplemental Indenture, dated April 22, 2011, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
4.23 |
Forty-Fourth Supplemental Indenture, dated May 9, 2011, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011 |
|||
4.24 |
Forty-Fifth Supplemental Indenture, dated May 20, 2011, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on May 25, 2011 |
|||
4.25 |
Forty-Sixth Supplemental Indenture, dated May 20, 2011, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on May 25, 2011 |
|||
4.26 |
Forty-Seventh Supplemental Indenture, dated May 20, 2011, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on May 25, 2011 |
II-166
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
4.27 | Forty-Eighth Supplemental Indenture, dated May 20, 2011, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York | Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on May 25, 2011 | |||
4.28 |
Forty-Ninth Supplemental Indenture, dated May 20, 2011, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on May 25, 2011 |
|||
4.29 |
Fiftieth Supplemental Indenture, dated May 24, 2011, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on May 25, 2011 |
|||
4.30 |
Form of 7.625% Senior Note due 2019 |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on May 25, 2011 |
|||
4.31 |
Fifty-First Supplemental Indenture, dated May 24, 2011, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on May 25, 2011 |
|||
4.32 |
Form of 7.875% Senior Note due 2021 |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on May 25, 2011 |
|||
4.33 |
Registration Rights Agreement, dated May 24, 2011, among NRG Energy, Inc., the guarantors named therein and Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and RBS Securities Inc., as representatives of the initial purchasers |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on May 25, 2011 |
|||
4.34 |
Fifty-Second Supplemental Indenture, dated November 8, 2011, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on November 8, 2011 |
|||
4.35 |
Fifty-Third Supplemental Indenture, dated November 8, 2011, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on November 8, 2011 |
|||
4.36 |
Fifty-Fourth Supplemental Indenture, dated November 8, 2011, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on November 8, 2011 |
II-167
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
4.37 | Fifty-Fifth Supplemental Indenture, dated November 8, 2011, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York | Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on November 8, 2011 | |||
4.38 |
Fifty-Sixth Supplemental Indenture, dated November 8, 2011, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on November 8, 2011 |
|||
4.39 |
Fifty-Seventh Supplemental Indenture, dated November 8, 2011, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on November 8, 2011 |
|||
4.40 |
Fifty-Eighth Supplemental Indenture, dated as of April 5, 2012, among NRG Energy, Inc., the existing guarantors named herein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on November 8, 2011 |
|||
4.41 |
Fifty-Ninth Supplemental Indenture, dated as of April 5, 2012, among NRG Energy, Inc., the existing guarantors named herein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on April 5, 2012 |
|||
4.42 |
Sixtieth Supplemental Indenture, dated as of April 5, 2012, among NRG Energy, Inc., the existing guarantors named herein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on April 5, 2012 |
|||
4.43 |
Sixty-First Supplemental Indenture, dated as of April 5, 2012, among NRG Energy, Inc., the existing guarantors named herein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on April 5, 2012 |
|||
4.44 |
Sixty-Second Supplemental Indenture, dated as of April 5, 2012, among NRG Energy, Inc., the existing guarantors named herein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on April 5, 2012 |
|||
4.45 |
Sixty-Third Supplemental Indenture, dated as of April 5, 2012, among NRG Energy, Inc., the existing guarantors named herein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on April 5, 2012 |
|||
4.46 |
Sixty-Fourth Supplemental Indenture, dated as of May 9, 2012, among NRG Energy, Inc., the guarantors named herein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on May 9, 2012 |
II-168
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
4.47 | Sixty-Fifth Supplemental Indenture, dated as of May 9, 2012, among NRG Energy, Inc., the guarantors named herein and Law Debenture Trust Company of New York | Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on May 9, 2012 | |||
4.48 |
Sixty-Sixth Supplemental Indenture, dated as of May 9, 2012, among NRG Energy, Inc., the guarantors named herein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on May 9, 2012 |
|||
4.49 |
Sixty-Seventh Supplemental Indenture, dated as of May 9, 2012, among NRG Energy, Inc., the guarantors named herein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on May 9, 2012 |
|||
4.50 |
Sixty-Eighth Supplemental Indenture, dated as of May 9, 2012, among NRG Energy, Inc., the guarantors named herein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on May 9, 2012 |
|||
4.51 |
Sixty-Ninth Supplemental Indenture, dated as of May 9, 2012, among NRG Energy, Inc., the guarantors named herein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on May 9, 2012 |
|||
4.52 |
Seventieth Supplemental Indenture, dated September 24, 2012, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on September 24, 2012 |
|||
4.53 |
Form of 6.625% Senior Note due 2023 |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on September 24, 2012 |
|||
4.54 |
Registration Rights Agreement, dated September 24, 2012, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Securities Inc.; Merrill, Lynch, Pierce, Fenner & Smith Incorporated; Barclays Capital Inc.; Citigroup Global Markets Inc.; Credit Suisse Securities (USA) LLC; Goldman, Sachs & Co.; J.P. Morgan Securities LLC; Morgan Stanley & Co. Incorporated and RBS Securities Inc., as initial purchasers |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on September 24, 2012 |
|||
4.55 |
Seventy-First Supplemental Indenture, dated as of October 9, 2012, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on October 9, 2012 |
II-169
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
4.56 | Seventy-Second Supplemental Indenture, dated as of October 9, 2012, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York | Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on October 9, 2012 | |||
4.57 |
Seventy-Third Supplemental Indenture, dated as of October 9, 2012, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on October 9, 2012 |
|||
4.58 |
Seventy-Fourth Supplemental Indenture, dated as of October 9, 2012, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on October 9, 2012 |
|||
4.59 |
Seventy-Fifth Supplemental Indenture, dated as of October 9, 2012, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on October 9, 2012 |
|||
4.60 |
Seventy-Sixth Supplemental Indenture, dated as of October 9, 2012, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on October 9, 2012 |
|||
4.61 |
Seventy-Seventh Supplemental Indenture, dated as of January 3, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on January 9, 2013 |
|||
4.62 |
Seventy-Eighth Supplemental Indenture, dated as of January 3, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on January 9, 2013 |
|||
4.63 |
Seventy-Ninth Supplemental Indenture, dated as of January 3, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on January 9, 2013 |
|||
4.64 |
Eightieth Supplemental Indenture, dated as of January 3, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on January 9, 2013 |
|||
4.65 |
Eighty-First Supplemental Indenture, dated as of January 3, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on January 9, 2013 |
II-170
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
4.66 | Eighty-Second Supplemental Indenture, dated as of January 3, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York | Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on January 9, 2013 | |||
4.67 |
Eighty-Third Supplemental Indenture, dated as of March 13, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on March 13, 2013 |
|||
4.68 |
Eighty-Fourth Supplemental Indenture, dated as of March 13, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on March 13, 2013 |
|||
4.69 |
Eighty-Fifth Supplemental Indenture, dated as of March 13, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on March 13, 2013 |
|||
4.70 |
Eighty-Sixth Supplemental Indenture, dated as of March 13, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on March 13, 2013 |
|||
4.71 |
Eighty-Seventh Supplemental Indenture, dated as of March 13, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on March 13, 2013 |
|||
4.72 |
Eighty-Eighth Supplemental Indenture, dated as of March 13, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on March 13, 2013 |
|||
4.73 |
Eighty-Ninth Supplemental Indenture, dated as of March 13, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on March 13, 2013 |
|||
4.74 |
Fourth Supplemental Indenture relating to the 7.625% Senior notes due 2014, among Reliant Energy, Inc., the Guarantors listed therein and Wilmington Trust Company, dated at June 13, 2007 |
Incorporated herein by reference to GenOn Energy Inc.'s current report on Form 8-K filed on June 15, 2007 |
II-171
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
4.75 | Fifth Supplemental Indenture relating to the 7.875% Senior notes due 2017, among Reliant Energy, Inc., the Guarantors listed therein and Wilmington Trust Company, dated at June 13, 2007 | Incorporated herein by reference to Exhibit 4.2 to GenOn Energy Inc.'s current report on Form 8-K filed June 15, 2007 | |||
4.76 |
Indenture between Mirant Americas Generation, Inc. and Bankers Trust Company, as trustee, relating to Senior Notes, dated at May 1, 2001 |
Incorporated herein by reference to Exhibit 4.1 to Mirant Americas Generation, Inc.'s Registration Statement on Form S-4 filed on June 18, 2001 |
|||
4.77 |
Third Supplemental Indenture from Mirant Americas Generation, Inc. to Bankers Trust Company, relating to 9.125% Senior Notes due 2031, dated at May 1, 2001 |
Incorporated herein by reference to Exhibit 4.4 to Mirant Americas Generation, Inc.'s Registration Statement on Form S-4 filed on June 18, 2001 |
|||
4.78 |
Fifth Supplemental Indenture from Mirant Americas Generation, Inc. to Bankers Trust Company, dated at October 9, 2001 |
Incorporated herein by reference to Exhibit 4.6 to Mirant Americas Generation, Inc.'s Registration Statement on Form S-4/A filed on May 7, 2002 |
|||
4.79 |
Form of Sixth Supplemental Indenture from Mirant Americas Generation LLC to Bankers Trust Company, dated at November 1, 2001 |
Incorporated herein by reference to Exhibit 4.6 to Mirant Corporation's annual report on Form 10-K filed on February 27, 2009 |
|||
4.80 |
Senior Notes Indenture, relating to the 9.5% Senior Notes Due 2018 and the 9.875% Senior Notes Due 2020, by GenOn Escrow Corp. and Wilmington Trust Company as trustee, dated at October 4, 2010 |
Incorporated by reference to Exhibit 4.4 to Mirant Corporation's quarterly report on Form 10-Q filed on November 5, 2010 |
|||
4.81 |
Supplemental Indenture, relating to the 9.5% Senior Notes due 2018 and the 9.875% Senior Notes Due 2020, by GenOn Energy, Inc. and Wilmington Trust Company as trustee, dated at December 3, 2010 |
Incorporated by reference to Exhibit 4.2 to GenOn Energy Inc.'s current report on Form 8-K filed on December 7, 2010 |
|||
4.82 |
Form of Seventh Supplemental Indenture from Mirant Americas Generation LLC to Wells Fargo Bank National Association, dated at January 3, 2006 |
Incorporated herein by reference to Exhibit 4.1 to Mirant Americas Generation, LLC's quarterly report on Form 10-Q filed on May 14, 2007 |
|||
5.01 |
Opinion of Kirkland & Ellis LLP, with respect to registrants organized under the laws of the States of Delaware and California |
Filed herewith |
|||
5.02 |
Opinion of Leonard, Street and Deinard, Professional Association with respect to the registrant organized under the laws of the State of Minnesota |
Filed herewith |
II-172
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
5.03 | Opinion of Andrews Kurth LLP, with respect to registrants organized under the laws of the State of Texas | Filed herewith | |||
5.04 |
Opinion of Perkins Coie LLP, with respect to the registrant organized under the laws of the State of Oregon |
Filed herewith |
|||
5.05 |
Opinion of Paul Frank + Collins P.C., with respect to the registrant organized under the laws of the State of Vermont |
Filed herewith |
|||
10.01 |
Note Agreement, dated August 20, 1993, between NRG Energy, Inc., Energy Center, Inc. and each of the purchasers named therein |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-1, as amended, Registration No. 333-33397 |
|||
10.02 |
Master Shelf and Revolving Credit Agreement, dated August 20, 1993, between NRG Energy, Inc., Energy Center, Inc., The Prudential Insurance Registrants of America and each Prudential Affiliate, which becomes party thereto |
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-1, as amended, Registration No. 333-33397 |
|||
10.03 | * | Form of NRG Energy Inc. Long-Term Incentive Plan Deferred Stock Unit Agreement for Officers and Key Management | Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 10-K for the year ended December 31, 2004 | ||
10.04 | * | Form of NRG Energy, Inc. Long-Term Incentive Plan Deferred Stock Unit Agreement for Directors | Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 10-K for the year ended December 31, 2004 | ||
10.05 | * | Form of NRG Energy, Inc. Long-Term Incentive Plan Non-Qualified Stock Option Agreement | Incorporated herein by reference to NRG Energy, Inc.'s quarterly report on Form 10-Q for the quarter ended September 30, 2004 | ||
10.06 | * | Form of NRG Energy, Inc. Long-Term Incentive Plan Restricted Stock Unit Agreement | Incorporated herein by reference to NRG Energy, Inc.'s quarterly report on Form 10-Q for the quarter ended September 30, 2004 | ||
10.07 | * | Form of NRG Energy, Inc. Long Term Incentive Plan Performance Unit Agreement | Incorporated herein by reference to NRG Energy, Inc.'s quarterly report on Form 10-K for the year ended December 31, 2009 | ||
10.08 | * | Amended and Restated Annual Incentive Plan for Designated Corporate Officers | Incorporated herein by reference to NRG Energy, Inc.'s 2009 proxy statement on Schedule 14A filed on June 16, 2009 | ||
10.09 |
Railroad Car Full Service Master Leasing Agreement, dated as of February 18, 2005, between General Electric Railcar Services Corporation and NRG Power Marketing Inc. |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 10-K for the year ended December 31, 2004 |
II-173
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
10.10 | Purchase Agreement (West Coast Power) dated as of December 27, 2005, by and among NRG Energy, Inc., NRG West Coast LLC (Buyer), DPC II Inc. (Seller) and Dynegy, Inc. | Incorporated herein by reference to NRG Energy Inc.'s current report on Form 8-K filed on December 28, 2005 | |||
10.11 |
Purchase Agreement (Rocky Road Power), dated as of December 27, 2005, by and among Termo Santander Holding, L.L.C. (Buyer), Dynegy, Inc., NRG Rocky Road LLC (Seller) and NRG Energy, Inc. |
Incorporated herein by reference to NRG Energy Inc.'s current report on Form 8-K filed on December 28, 2005 |
|||
10.12 |
Stock Purchase Agreement, dated as of August 10, 2005, by and between NRG Energy, Inc. and Credit Suisse First Boston Capital LLC |
Incorporated herein by reference to NRG Energy Inc.'s current report on Form 8-K filed on August 11, 2005 |
|||
10.13 |
Agreement with respect to the Stock Purchase Agreement, dated December 19, 2008, by and between NRG Energy, Inc. and Credit Suisse First Boston Capital LLC |
Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2008 |
|||
10.14 |
Investor Rights Agreement, dated as of February 2, 2006, by and among NRG Energy, Inc. and Certain Stockholders of NRG Energy, Inc. set forth therein |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on February 8, 2006 |
|||
10.15 | | Terms and Conditions of Sale, dated as of October 5, 2005, between Texas Genco II LP and Freight Car America, Inc., (including the Proposal Letter and Amendment thereto) | Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2005 | ||
10.16 | * | Amended and Restated Employment Agreement, dated December 4, 2008, between NRG Energy, Inc. and David W. Crane | Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2008 | ||
10.17 | * | CEO Compensation Table | Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on December 9, 2009. | ||
10.18 |
Limited Liability Company Agreement of NRG Common Stock Finance I LLC |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on August 10, 2006 |
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10.19 |
Note Purchase Agreement, dated August 4, 2006, between NRG Common Stock Finance I LLC, Credit Suisse International and Credit Suisse Securities (USA) LLC |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on August 10, 2006 |
II-174
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
10.20 | Amendment Agreement, dated February 27, 2008, to the Note Purchase Agreement by and among NRG Common Stock Finance I LLC, Credit Suisse International, and Credit Suisse Securities (USA) LLC | Incorporated herein by reference to NRG Energy, Inc.'s quarterly report on Form 10-Q for the quarter ended March 31, 2008 | |||
10.21 |
Amendment Agreement, dated December 19, 2008, to the Note Purchase Agreement by and among NRG Common Stock Finance I LLC, Credit Suisse International, and Credit Suisse Securities (USA) LLC |
Incorporated herein by reference to NRG Energy, Inc.'s quarterly report on Form 10-K for the year ended December 31, 2009 |
|||
10.22 |
Amendment Agreement, dated December 19, 2008, to the Note Purchase Agreement by and among NRG Common Stock Finance I LLC, Credit Suisse International, and Credit Suisse Securities (USA) LLC |
Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2008 |
|||
10.23 |
Agreement with respect to Note Purchase Agreement, dated December 19, 2008, by and among NRG Common Stock Finance I LLC, Credit Suisse International, and Credit Suisse Securities (USA) LLC |
Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2008 |
|||
10.24 |
Preferred Interest Purchase Agreement, dated August 4, 2006, between NRG Common Stock Finance I LLC, Credit Suisse Capital LLC and Credit Suisse Securities (USA) LLC, as agent |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on August 10, 2006 |
|||
10.25 |
Preferred Interest Amendment Agreement, dated February 27, 2008, by and among NRG Common Stock Finance I LLC, Credit Suisse International, and Credit Suisse Securities (USA) LLC |
Incorporated herein by reference to NRG Energy, Inc.'s quarterly report on Form 10-Q for the quarter ended March 31, 2008 |
|||
10.26 |
Preferred Interest Amendment Agreement, dated December 19, 2008, by and among NRG Common Stock Finance I LLC, Credit Suisse International, and Credit Suisse Securities (USA) LLC |
Incorporated herein by reference to NRG Energy, Inc.'s quarterly report on Form 10-K for the year ended December 31, 2008 |
|||
10.27 |
Preferred Interest Amendment Agreement, dated December 19, 2008, by and among NRG Common Stock Finance I LLC, Credit Suisse International, and Credit Suisse Securities (USA) LLC |
Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2008 |
|||
10.28 |
Agreement with respect to Preferred Interest Purchase Agreement, dated December 19, 2008, by and among NRG Common Stock Finance I LLC, Credit Suisse International, and Credit Suisse Securities (USA) LLC |
Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2008 |
II-175
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
10.29 | Second Amended and Restated Credit Agreement, dated June 8, 2007, by and among NRG Energy, Inc., the lenders party thereto, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Citicorp North America Inc. and Credit Suisse | Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on June 13, 2007 | |||
10.30 | * | Amended and Restated Long-Term Incentive Plan | Incorporated herein by reference to NRG Energy, Inc.'s proxy statement on Schedule 14A filed on June 16, 2009 | ||
10.31 | * | NRG Energy, Inc. Executive Change-in-Control and General Severance Agreement, dated December 9, 2008 | Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2008 | ||
10.32 | | Amended and Restated Contribution Agreement (NRG), dated March 25, 2008, by and among Texas Genco Holdings, Inc., NRG South Texas LP and NRG Nuclear Development Company LLC and Certain Subsidiaries thereof | Incorporated herein by reference to NRG Energy, Inc.'s quarterly report on Form 10-Q for the quarter ended March 31, 2008 | ||
10.33 | | Contribution Agreement (Toshiba), dated February 29, 2008, by and between Toshiba Corporation and NRG Nuclear Development Company LLC | Incorporated herein by reference to NRG Energy, Inc.'s quarterly report on Form 10-Q for the quarter ended March 31, 2008 | ||
10.34 | | Multi-Unit Agreement, dated February 29, 2008, by and among Toshiba Corporation, NRG Nuclear Development Company LLC and NRG Energy, Inc. | Incorporated herein by reference to NRG Energy, Inc.'s quarterly report on Form 10-Q for the quarter ended March 31, 2008 | ||
10.35 | | Amended and Restated Operating Agreement of Nuclear Innovation North America LLC, dated May 1, 2008 | Incorporated herein by reference to NRG Energy, Inc.'s quarterly report on Form 10-Q for the quarter ended March 31, 2008 | ||
10.36 | Credit Agreement by and among Nuclear Innovation North America LLC, Nuclear Innovation North America Investments LLC, NINA Texas 3 LLC and NINA Texas 4 LLC, as Borrowers and Toshiba America Nuclear Energy Corporation, as Administrative Agent and as Collateral Agent | Incorporated herein by reference to NRG Energy Inc's current report on Form 8-K filed on February 27, 2009 | |||
10.37 | | LLC Membership Purchase Agreement between Reliant Energy, Inc. and NRG Retail LLC, dated as of February 28, 2009 | Incorporated herein by reference to NRG Energy, Inc.'s quarterly report on Form 10-Q for the quarter ended March 31, 2009 | ||
II-176
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
10.38 | Project Agreement, Settlement Agreement and Mutual Release, dated March 1, 2010, by and among by and among Nuclear Innovation North America LLC, the City of San Antonio acting by and through the City Public Service Board of San Antonio, a Texas municipal utility, NINA Texas 3 LLC and NINA Texas 4 LLC, and solely for purposes of certain sections of the Settlement Agreement, by NRG Energy, Inc and NRG South Texas LP | Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on March 2, 2010 | |||
10.39 | | STP 3 & 4 Owners Agreement, dated March 1, 2010, by and among Nuclear Innovation North America LLC, the City of San Antonio, NINA Texas 3 LLC and NINA Texas 4 LLC | Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on March 2, 2010 | ||
10.40 | * | 2009 Executive Change-in-Control and General Severance Plan | Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on April 1, 2010 | ||
10.41 | | Investment and Option Agreement by and among Nuclear Innovation North America LLC, Nuclear Innovation North America Investments Holdings LLC and TOPCO Nuclear Energy America LLC, dated as of May 10, 2010 | Incorporated herein by reference to NRG Energy, Inc.'s quarterly report on Form 10-Q filed on August 2, 2010 | ||
10.42 | | Parent Company Agreement by and among NRG Energy, Inc., Nuclear Innovation North America LLC, TEPCO and TEPCO Nuclear Energy America LLC, dated as of May 10, 2010 | Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 10-Q filed on August 2, 2010 | ||
10.43 |
Third Amended and Restated Credit Agreement, dated as of June 30, 2010 |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on July 1, 2010 |
|||
10.44(a) |
Letter of Credit and Reimbursement Agreement, dated as of June 30, 2010 |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on July 1, 2010 |
|||
10.44(b) |
Letter of Credit and Reimbursement Agreement, dated as of June 30, 2010 |
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on July 1, 2010 |
|||
10.45 | * | The NRG Energy, Inc. Amended and Restated Long Term Incentive Plan | Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on August 13, 2010 | ||
II-177
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
10.46 | Amended and Restated Credit Agreement, dated July 1, 2011, by and among NRG Energy, Inc., the lenders party thereto, and the joint lead bookrunners and joint lead arrangers party thereto | Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on July 5, 2011. | |||
10.47 | * | Form of Market Stock Unit Grant Agreement | Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K/A filed on September 12, 2011 | ||
10.48 | * | NRG 2010 Stock Plan for GenOn Employees | Incorporated herein by reference to the NRG Energy, Inc.'s current report on Form 8-K filed on September 24, 2012 | ||
10.49 |
Revolving Credit Agreement among GenOn Energy, Inc., as Borrower, GenOn Americas, Inc., as Borrower, the several lenders from time to time parties hereto, and NRG Energy, Inc., as Administrative Agent, dated as of December 14, 2012 |
Incorporated herein by reference to the NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2012 |
|||
12.01 |
Statement re: Computation of Ratios. |
Filed herewith |
|||
21.01 |
Subsidiaries of NRG Energy, Inc. |
Filed herewith |
|||
23.01 |
Consent of Kirkland & Ellis LLP (included in Exhibit 5.01) |
||||
23.02 |
Consent of Leonard, Street and Deinard, Professional Association (included in Exhibit 5.02) |
||||
23.03 |
Consent of Andrews Kurth LLP (included in Exhibit 5.03) |
||||
23.04 |
Consent of Perkins Coie LLP (included in Exhibit 5.04) |
||||
23.05 |
Consent of Paul Frank + Collins P.C. (included in Exhibit 5.05) |
||||
23.06 |
Consent of KPMG LLP |
Filed herewith |
|||
25.01 |
Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939 of Law Debenture Trust Company of New York |
Filed herewith |
|||
99.01 |
Form of Letter of Transmittal |
Filed herewith |
|||
99.02 |
Form of Notice of Guaranteed Delivery |
Filed herewith |
|||
99.03 |
Form of Letter to Brokers, Dealers and Other Nominees |
Filed herewith |
II-178
Exhibit No. |
Description | Method of Filing | |||
---|---|---|---|---|---|
99.04 | Form of Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant From Beneficial Owner | Filed herewith |
II-179
Exhibit 3.03
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State of Delaware |
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Secretary of State |
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Division of Corporations |
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Delivered 06:49 PM 12/05/2012 |
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FILED 05:34 PM 12/05/2012 |
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SRV 121300351 - 5253240 FILE |
CERTIFICATE OF FORMATION
OF
ALLIED HOME WARRANTY GP LLC
1. Name: The name of the limited liability company is Allied Home Warranty GP LLC.
2. Registered Office: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
3. Organizer: The name and address of the sole organizer of the limited liability company is Chrisoula Manoussakis, NRG Energy, Inc., 211 Carnegie Center Princeton, NJ 08540.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Allied Home Warranty GP LLC this 5th day of December, 2012.
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/s/ Chrisoula Manoussakis |
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Chrisoula Manoussakis |
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Authorized Person |
Exhibit 3.04
AMENDED & RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
ALLIED HOME WARRANTY GP LLC
a Delaware Limited Liability Company
THIS AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of Allied Home Warranty GP LLC (the Company), dated as of December 5, 2012 is adopted by, and executed and agreed to, for good and valuable consideration, by the Sole Member of the Company, NRG Home Solutions LLC, a Delaware limited liability company.
ARTICLE I
DEFINITIONS
1.1 Definitions. As used in this Agreement, the following terms have the following meanings:
Act means the Delaware Limited Liability Company Act and any successor statute, as amended from time to time.
Agreement has the meaning given that term in the introductory paragraph.
Capital Contribution means the aggregate contribution by a Member to the capital of the Company.
Certificate has the meaning given that term in Section 2.1.
Company means Allied Home Warranty GP LLC, a Delaware limited liability company.
Dispose, Disposed, Disposing or Disposition means a sale, assignment, transfer, exchange or other disposition (including, without limitation, by operation of law); provided, however, that this definition does not include the granting and/ or perfection of a security interest lien or encumbrance.
Incapacity or Incapacitated means (a) with respect to a natural person, the bankruptcy, death, incompetency or insanity of such person and (b) with respect to any other Person, the bankruptcy, liquidation, dissolution or termination of such Person.
Majority Members means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.
Member means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person who has ceased to be a member of the Company.
Person means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.
Proceeding has the meaning given such term in Section 5.1.
Units means the units of each Member representing such Members interest in the income, gains, losses, deductions and expenses of the Company as set forth on Schedule A hereto, as amended from time to time in accordance with the terms of this Agreement.
1.2 Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules are to Schedules attached hereto, each of which is made a part hereof for all purposes.
ARTICLE II
ORGANIZATION
2.1 Formation. The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation (the Certificate) under and pursuant to the Act.
2.2 Name. The name of the Company is Allied Home Warranty GP LLC and all Company business shall be conducted in that name or such other names that comply with applicable law as the Majority Members may select from time to time.
2.3 Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Majority Members may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Majority Members may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Majority Members may designate from time to time, which need not be in the State of Delaware.
2.4 Purposes. The purposes of the Company are to engage in any business or activity that is not prohibited by the Act or the laws of the jurisdictions in which the Company engages in such business or activity.
2.5 Foreign Qualification. Prior to the Companys conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the
Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.
2.6 Term. The term of the Company commenced on the date the original certificate of formation was filed with the office of the Secretary of State of Delaware and shall continue in existence until termination and dissolution thereof as determined under Section 8.1 of this Agreement.
2.7 No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.
2.8 Unit Certificates. The number of authorized Units shall initially be one thousand (1,000). Units may be represented by one or more certificates in such form as the Majority Members may from time to time approve, and shall be subject to such rules for the issuance thereof as the Majority Members may from time to time determine.
2.9 All Interests shall be Securities. All interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code and shall be evidenced by certificates. The certificated interests shall be in registered form within the meaning of Article 8 of the Uniform Commercial Code.
ARTICLE III
MEMBERS, UNITS AND DISTRIBUTIONS
3.1 Members.
(a) The names, residence, business or mailing addresses and the Units of the Members are set forth in Schedule A, as amended from time to time in accordance with the terms of this Agreement.
(b) No Member, as such, shall be required to lend any funds to the Company or to make any additional contribution of capital to the Company, except as otherwise required by applicable law or by this Agreement. Any Member may, with the approval of the Majority Members, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a Capital Contribution.
(c) Each Member shall execute a counterpart of this Agreement, and when a Person is admitted as a Member, such Person shall execute a counterpart of this Agreement and such Person shall be listed as a Member on Schedule A with such Members address and Units.
3.2 Liability of Members. Except as otherwise required by applicable law and as explicitly set forth in this Agreement, no Member shall have any personal liability whatsoever in its capacity as a Member, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company, and therefore, a Member shall be liable only to make Capital Contributions to the Company and the other payments as provided herein. To the extent that, at law or in equity, a Member or other Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or another Person, such Member or other Person acting in accordance with this Agreement shall not be liable to the Company or any other Member for its good faith reliance on the provisions of this Agreement.
3.3 Member Units. Each Members interest in the Company, including such Members interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by such Member.
3.4 Issuance of Additional Units and Interests. The Majority Members shall have the right to cause the Company to create and issue or sell: (i) additional Units or other interests in the Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company. Upon the acquisition of any Units or other interests in the Company by a Person who is not a Member, such Person shall execute and deliver a counterpart of this Agreement and shall become a Member hereunder, and Schedule A hereto shall be amended to reflect such issuance and new Member.
3.5 Distributions. Subject to the provision of the Act, the Majority Members shall have sole discretion regarding the amounts and timing of distributions to Members, in each case subject to the retention of, or payment to third parties of, such funds as it deems necessary with respect to the reasonable business needs of the Company which shall include (but not by way of limitation) the payment or the making of provision for the payment when due of Company obligations, including the payment of any management or administrative fees and expenses or any other obligations.
ARTICLE IV
MANAGEMENT
4.1 Management by the Members. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Majority Members, and the Majority Members shall make all decisions and take all actions for the Company.
4.2 Actions by Members; Delegation of Authority and Duties.
(a) In managing the business and affairs of the Company and exercising its powers, the Majority Members shall act through (i) meetings and written consents pursuant to Sections 4.3 and 4.4, and (ii) any Person to whom authority and duties have been delegated pursuant to Section 4.2(b).
(b) The Majority Members may, from time to time, delegate to one or more Persons such authority and duties as the Majority Members may deem advisable. In addition, the Majority Members may assign titles (including, without limitation, chairman, chief executive officer, president, vice president, secretary, assistant secretary, treasurer and assistant treasurer) to any such Persons and delegate to such other individuals certain authority and duties. Any number of titles may be held by the same individual. Any delegation pursuant to this Section 4.2(b) may be revoked at any time by the Majority Members.
4.3 Meetings.
(a) The Majority Members shall constitute a quorum for the transaction of business of the Company, and except as otherwise provided in this Agreement, the act of the Majority Members present at a meeting of the Members at which a quorum is present shall be the act of the Members.
(b) Meetings of the Members may be held at such place or places as shall be determined from time to time by resolution of the Majority Members. At all meetings of the Members, business shall be transacted in such order as shall from time to time be determined by resolution of the Majority Members. Regular meetings of the Members shall be held at such times and places as shall be designated from time to time by resolution of the Majority Members. Notice of such meetings shall not be required. Special meetings of the Members may be called by the Majority Members, and notice of such meeting need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law.
4.4 Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Majority Members. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting.
4.5 Conflicts of Interest. Each Member and officer of the Company at any time and from time to time may engage in and own interests in other business ventures of any and every
type and description, independently or with others (including ones in competition with the Company) with no obligation to offer to the Company or any other Member or officer the right to participate therein. The Company may transact business with any Member, officer or affiliate thereof provided that the terms of those transactions are no less favorable than those the Company could obtain from unrelated third parties.
4.6 Officers.
(a) The Majority Members may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the State of Delaware, or a Member. Any officers so designated shall have such authority and perform such duties as the Majority Members may, from time to time, delegate to them. The Majority Members may assign titles to particular officers. Unless the Majority Members otherwise decides, if the title is one commonly used for officers of a corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office of a corporation. Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Majority Members.
(b) Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Majority Members. Any officer may be removed as such, either with or without cause, by the Majority Members. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Majority Members.
ARTICLE V
INDEMNIFICATION
5.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a Covered Person and collectively, the Covered Persons) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.
5.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (Claims), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 5.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Persons rights to indemnification hereunder or (B) was authorized or consented to by the Board. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 5.2.
5.3 Amendments. Any repeal or modification of this Article V by the Members shall not adversely affect any rights of such Covered Person pursuant to this Article V, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
ARTICLE VI
TAXES AND BOOKS
6.1 Tax Returns. The Majority Members shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making any elections the Majority Members may deem appropriate and in the best interests of the Members.
6.2 Books. The Company shall keep books and records of accounts and shall keep minutes of the proceedings of its Members. The calendar year shall be the accounting year of the Company.
ARTICLE VII
TRANSFERS
7.1 Assignment by Members. No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Members Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.
7.2 Void Assignment. Any sale, exchange or other transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party.
7.3 Substituted Member.
(a) An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right.
(b) Upon the admission of a substituted Member, Schedule A attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company.
7.4 Effect of Assignment.
(a) Any Member who shall assign any Units or other interest in the Company shall cease to be a Member of the Company with respect to such Units or other interest and shall no longer have any rights or privileges of a Member with respect to such Units or other interest.
(b) Any Person who acquires in any manner whatsoever any Units or other interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all the terms and conditions of this Agreement that any predecessor in such Units or other interest in the Company of such Person was subject to or by which such predecessor was bound.
7.5 Effect of Incapacity. Except as otherwise provided herein, the Incapacity of a Member shall not dissolve or terminate the Company. In the event of such Incapacity, the executor, administrator, guardian, trustee or other personal representative of the Incapacitated Member shall be deemed to be the assignee of such Members Units or other interests in the Company and may, subject to Section 7.1, become a substituted Member upon the terms and conditions set forth in Section 7.3.
ARTICLE VIII
DISSOLUTION, LIQUIDATION AND TERMINATION
8.1 Dissolution. The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:
(a) the written consent of the Majority Members; and
(b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or
(c) on the date set forth in the Certificate.
8.2 Liquidation and Termination. On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed
diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows:
(a) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and
(b) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).
All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Companys property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.
8.3 Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.
ARTICLE IX
GENERAL PROVISIONS
9.1 Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the address given for that Member on Schedule A, or such other address as that Member may specify by notice to the other Members. Whenever any notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
9.2 Entire Agreement. This Agreement constitutes the entire agreement of the Members and their affiliates relating to the Company and supersedes all prior contracts or agreements among the Members with respect to the Company, whether oral or written.
9.3 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.
9.4 Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument executed and agreed to by the Majority Members.
9.5 Binding Effect. Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement is binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.
9.6 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.
9.7 Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
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IN WITNESS WHEREOF, the Sole Member has executed this Agreement as of the date first set forth above.
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NRG HOME SOLUTIONS LLC | |
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Its: Sole Member | |
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/s/ Chris Manoussakis |
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Chris Manoussakis |
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Assistant Secretary |
Exhibit 3.05
Form 642 Return in duplicate to:
Filing Fee: See instructions |
[Seal]
Certificate of Conversion of a Limited Partnership Converting to a Limited Liability Company |
This space reserved for office use.
FILED In the Office of the Secretary of State of Texas
JAN 24 2013 Corporations Section
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Converting Entity Information
The name of the converting limited partnership is: Allied Warranty L.P.
The jurisdiction of formation of the limited partnership is: Texas
The date of formation of the limited partnership is: 10/18/2004
The file number, if any, issued to the limited partnership by the secretary of state is: 800403756
Converted Entity Information
The limited partnership named above is converting to a limited liability company. The name of the limited liability company is: Allied Warranty LLC
The limited liability company will be formed under the laws of: Texas
Plan of Conversion
o The plan of conversion is attached.
If the plan of conversion is not attached, the following section must be completed.
Alternative Statements
In lieu of providing the plan of conversion, the converting limited partnership certifies that:
1. A signed plan of conversion is on file at the principal place of business of the limited partnership, the converting entity. The address of the principal place of business of the limited partnership is:
211 Carnegie Center |
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2. A signed plan of conversion will be on file after the conversion at the principal place of business of the limited liability company, the converted entity. The address of the principal place of business of the limited liability company is:
211 Carnegie Center |
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3. A copy of the plan of conversion will be furnished on written request without cost by the converting entity before the conversion or by the converted entity after the conversion to any owner or member of the converting or converted entity.
Certificate of Formation for the Converted Entity
If the converted entity is a Texas limited liability company, the certificate of formation of the Texas limited liability company must be attached to this certificate either as an attachment or exhibit to the plan of conversion, or as an attachment or exhibit to this certificate of conversion if the plan has not been attached to the certificate of conversion.
Approval of the Plan of Conversion
The plan of conversion has been approved as required by the laws of the jurisdiction of formation and the governing documents of the converting entity.
Effectiveness of Filing (Select either A, B, or C.)
A. x This document becomes effective when the document is accepted and filed by the secretary of state.
B. o This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:
C. o This document takes effect upon the occurrence of the future event or fact, other than the passage of time. The 90th day after the date of signing is:
The following event or fact will cause the document to take effect in the manner described below:
Tax Certificate
x Attached hereto is a certificate from the comptroller of public accounts that certifies that the converting entity is in good standing for purposes of conversion.
o In lieu of providing the tax certificate, the limited liability company as the converted entity is liable for the payment of any franchise taxes.
Execution
The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument. The undersigned certifies that the statements contained herein are true and correct, and that the person signing is authorized under the provisions of the Business Organizations Code to execute the filing instrument.
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01/11/2013 |
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Allied Home Warranty GP LLC, General Partner | ||
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/s/ Gaetan Frotte | ||
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Signature of authorized person (see instructions) | ||
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Gaetan Frotte, VP & Treasurer | ||
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Form 205 (Revised 05/11)
Submit in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512 463-5709 Filing Fee: $300 |
[Seal]
Certificate of Formation Limited Liability Company |
This space reserved for office use.
FILED In the Office of the Secretary of State of Texas
JAN 24 2013 Corporations Section |
Article 1 Entity Name and Type
The filing entity being formed is a limited liability company. The name of the entity is: Allied Warranty LLC
The name must contain the words limited liability company, limited company, or an abbreviation of one of these phrases.
Article 2 Registered Agent and Registered Office
(See instructions. Select and complete either A or B and complete C.)
x A. The initial registered agent is an organization (cannot be entity named above) by the name of: C T Corporation System
OR.
o B. The initial registered agent is an individual resident of the state whose name is set forth below:
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C. The business address of the registered agent and the registered office address is:
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Article 3Governing Authority
(Select and complete either A or B and provide the name and address of each governing person.)
o A. The limited liability company will have managers. The name and address of each initial manager are set forth below.
x B. The limited liability company will not have managers. The company will be governed by its members, and the name and address of each initial member are set forth below.
GOVERNING PERSON 1 |
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NRG Home Solutions LLC |
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Article 4 Purpose
The purpose for which the company is formed is for the transaction of any and all lawful purposes for which a limited liability company may be organized under the Texas Business Organizations Code.
Supplemental Provisions/Information
Text Area: [The attached addendum, if any, is incorporated herein by reference.]
The limited liability company is being formed pursuant to a plan of conversion; and
The name, address, prior form of organization and its date of formation and jurisdiction of formation of the converting entity is as follows:
Allied Warranty LP, Texas Limited Partnership
Formed on October 18, 2004
211 Carnegie Center, Princeton, NJ 08540
Organizer
The name and address of the organizer: |
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Gaetan Frotte |
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Effectiveness of Filing (Select either A, B, or C.)
A. x This document becomes effective when the document is filed by the secretary of state.
B. o This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:
C. o This document takes effect upon the occurrence of the future event or fact, other than the passage of time. The 90th day after the date of signing is:
The following event or fact will cause the document to take effect in the manner described below:
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Execution
The undersigned affirms that the person designated as registered agent has consented to the appointment. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized to execute the filing instrument.
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/s/ Gaetan Frotte | ||
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Exhibit 3.06
LIMITED LIABILITY COMPANY AGREEMENT
OF
ALLIED WARRANTY LLC
a Texas Limited Liability Company
THIS LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of Allied Warranty LLC (the Company), dated as of January 24, 2013 is adopted by, and executed and agreed to, for good and valuable consideration, by the Sole Member of the Company, NRG Home Solutions LLC, a Texas limited liability company.
WHEREAS, a certificate of conversion was filed with the Texas Secretary of State effective as of January 24, 2013, converting Allied Warranty L.P., a Texas limited liability company, into Allied Warranty LLC, a Texas limited liability company (the Conversion); and
WHEREAS, in connection with the Conversion, the member desires to amend and restate the limited partnership agreement of the former limited partnership into this limited liability company agreement; and
NOW, THEREFORE, it is agreed as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. As used in this Agreement, the following terms have the following meanings:
Act means the Texas Limited Liability Company Act and any successor statute, as amended from time to time.
Agreement has the meaning given that term in the introductory paragraph.
Capital Contribution means the aggregate contribution by a Member to the capital of the Company.
Certificate has the meaning given that term in Section 2.1.
Company means Allied Warranty LLC, a Texas limited liability company.
Dispose, Disposed, Disposing or Disposition means a sale, assignment, transfer, exchange or other disposition (including, without limitation, by operation of law); provided, however, that this definition does not include the granting and/ or perfection of a security interest lien or encumbrance.
Incapacity or Incapacitated means (a) with respect to a natural person, the bankruptcy, death, incompetency or insanity of such person and (b) with respect to any other Person, the bankruptcy, liquidation, dissolution or termination of such Person.
Majority Members means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.
Member means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person who has ceased to be a member of the Company.
Person means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.
Proceeding has the meaning given such term in Section 5.1.
Units means the units of each Member representing such Members interest in the income, gains, losses, deductions and expenses of the Company as set forth on Schedule A hereto, as amended from time to time in accordance with the terms of this Agreement.
1.2 Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules are to Schedules attached hereto, each of which is made a part hereof for all purposes.
ARTICLE II
ORGANIZATION
2.1 Formation. The Company has been organized as a Texas limited liability company by the filing of a Certificate of Formation (the Certificate) under and pursuant to the Act.
2.2 Name. The name of the Company is Allied Warranty LLC and all Company business shall be conducted in that name or such other names that comply with applicable law as the Majority Members may select from time to time.
2.3 Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Texas shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Majority Members may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Texas shall be the initial registered agent named in the Certificate or such other Person or Persons as the Majority Members may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Majority Members may designate from time to time, which need not be in the State of Texas.
2.4 Purposes. The purposes of the Company are to engage in any business or activity that is not prohibited by the Act or the laws of the jurisdictions in which the Company engages in such business or activity.
2.5 Foreign Qualification. Prior to the Companys conducting business in any jurisdiction other than Texas, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.
2.6 Term. The term of the Company commenced on the date the original certificate of formation was filed with the office of the Secretary of State of Texas and shall continue in existence until termination and dissolution thereof as determined under Section 8.1 of this Agreement.
2.7 No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.
2.8 Unit Certificates. The number of authorized Units shall initially be one thousand (1,000). Units may be represented by one or more certificates in such form as the Majority Members may from time to time approve, and shall be subject to such rules for the issuance thereof as the Majority Members may from time to time determine.
2.9 All Interests shall be Securities. All interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code and shall be evidenced by certificates. The certificated interests shall be in registered form within the meaning of Article 8 of the Uniform Commercial Code.
ARTICLE III
MEMBERS, UNITS AND DISTRIBUTIONS
3.1 Members.
(a) The names, residence, business or mailing addresses and the Units of the Members are set forth in Schedule A, as amended from time to time in accordance with the terms of this Agreement.
(b) No Member, as such, shall be required to lend any funds to the Company or to make any additional contribution of capital to the Company, except as otherwise required by applicable law or by this Agreement. Any Member may, with the approval of the Majority Members, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a Capital Contribution.
(c) Each Member shall execute a counterpart of this Agreement, and when a Person is admitted as a Member, such Person shall execute a counterpart of this Agreement and such Person shall be listed as a Member on Schedule A with such Members address and Units.
3.2 Liability of Members. Except as otherwise required by applicable law and as explicitly set forth in this Agreement, no Member shall have any personal liability whatsoever in its capacity as a Member, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company, and therefore, a Member shall be liable only to make Capital Contributions to the Company and the other payments as provided herein. To the extent that, at law or in equity, a Member or other Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or another Person, such Member or other Person acting in accordance with this Agreement shall not be liable to the Company or any other Member for its good faith reliance on the provisions of this Agreement.
3.3 Member Units. Each Members interest in the Company, including such Members interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by such Member.
3.4 Issuance of Additional Units and Interests. The Majority Members shall have the right to cause the Company to create and issue or sell: (i) additional Units or other interests in the Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company. Upon the acquisition of any Units or other interests in the Company by a Person who is not a Member, such Person shall execute and deliver a counterpart of this Agreement and shall become a Member hereunder, and Schedule A hereto shall be amended to reflect such issuance and new Member.
3.5 Distributions. Subject to the provision of the Act, the Majority Members shall have sole discretion regarding the amounts and timing of distributions to Members, in each case subject to the retention of, or payment to third parties of, such funds as it deems necessary with respect to the reasonable business needs of the Company which shall include (but not by way of limitation) the payment or the making of provision for the payment when due of Company obligations, including the payment of any management or administrative fees and expenses or any other obligations.
ARTICLE IV
MANAGEMENT
4.1 Management by the Members. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Majority Members, and the Majority Members shall make all decisions and take all actions for the Company.
4.2 Actions by Members; Delegation of Authority and Duties.
(a) In managing the business and affairs of the Company and exercising its powers, the Majority Members shall act through (i) meetings and written consents pursuant to Sections 4.3 and 4.4, and (ii) any Person to whom authority and duties have been delegated pursuant to Section 4.2(b).
(b) The Majority Members may, from time to time, delegate to one or more Persons such authority and duties as the Majority Members may deem advisable. In addition, the Majority Members may assign titles (including, without limitation, chairman, chief executive officer, president, vice president, secretary, assistant secretary, treasurer and assistant treasurer) to any such Persons and delegate to such other individuals certain authority and duties. Any number of titles may be held by the same individual. Any delegation pursuant to this Section 4.2(b) may be revoked at any time by the Majority Members.
4.3 Meetings.
(a) The Majority Members shall constitute a quorum for the transaction of business of the Company, and except as otherwise provided in this Agreement, the act of the Majority Members present at a meeting of the Members at which a quorum is present shall be the act of the Members.
(b) Meetings of the Members may be held at such place or places as shall be determined from time to time by resolution of the Majority Members. At all meetings of the Members, business shall be transacted in such order as shall from time to time be determined by resolution of the Majority Members. Regular meetings of the Members shall be held at such times and places as shall be designated from time to time by resolution of the Majority Members. Notice of such meetings shall not be required. Special meetings of the Members may be called by the Majority Members, and notice of such meeting need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law.
4.4 Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Majority Members. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Texas, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, the
Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting.
4.5 Conflicts of Interest. Each Member and officer of the Company at any time and from time to time may engage in and own interests in other business ventures of any and every type and description, independently or with others (including ones in competition with the Company) with no obligation to offer to the Company or any other Member or officer the right to participate therein. The Company may transact business with any Member, officer or affiliate thereof provided that the terms of those transactions are no less favorable than those the Company could obtain from unrelated third parties.
4.6 Officers.
(a) The Majority Members may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the State of Texas, or a Member. Any officers so designated shall have such authority and perform such duties as the Majority Members may, from time to time, delegate to them. The Majority Members may assign titles to particular officers. Unless the Majority Members otherwise decides, if the title is one commonly used for officers of a corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office of a corporation. Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Majority Members.
(b) Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Majority Members. Any officer may be removed as such, either with or without cause, by the Majority Members. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Majority Members.
ARTICLE V
INDEMNIFICATION
5.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a Covered Person and collectively, the Covered Persons) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in
relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.
5.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (Claims), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 5.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Persons rights to indemnification hereunder or (B) was authorized or consented to by the Board. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 5.2.
5.3 Amendments. Any repeal or modification of this Article V by the Members shall not adversely affect any rights of such Covered Person pursuant to this Article V, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
ARTICLE VI
TAXES AND BOOKS
6.1 Tax Returns. The Majority Members shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making any elections the Majority Members may deem appropriate and in the best interests of the Members.
6.2 Books. The Company shall keep books and records of accounts and shall keep minutes of the proceedings of its Members. The calendar year shall be the accounting year of the Company.
ARTICLE VII
TRANSFERS
7.1 Assignment by Members. No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Members Units or other
interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.
7.2 Void Assignment. Any sale, exchange or other transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party.
7.3 Substituted Member.
(a) An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right.
(b) Upon the admission of a substituted Member, Schedule A attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company.
7.4 Effect of Assignment.
(a) Any Member who shall assign any Units or other interest in the Company shall cease to be a Member of the Company with respect to such Units or other interest and shall no longer have any rights or privileges of a Member with respect to such Units or other interest.
(b) Any Person who acquires in any manner whatsoever any Units or other interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all the terms and conditions of this Agreement that any predecessor in such Units or other interest in the Company of such Person was subject to or by which such predecessor was bound.
7.5 Effect of Incapacity. Except as otherwise provided herein, the Incapacity of a Member shall not dissolve or terminate the Company. In the event of such Incapacity, the executor, administrator, guardian, trustee or other personal representative of the Incapacitated Member shall be deemed to be the assignee of such Members Units or other interests in the Company and may, subject to Section 7.1, become a substituted Member upon the terms and conditions set forth in Section 7.3.
ARTICLE VIII
DISSOLUTION, LIQUIDATION AND TERMINATION
8.1 Dissolution. The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:
(a) the written consent of the Majority Members; and
(b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or
(c) on the date set forth in the Certificate.
8.2 Liquidation and Termination. On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows:
(a) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and
(b) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).
All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Companys property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.
8.3 Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Texas, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.
ARTICLE IX
GENERAL PROVISIONS
9.1 Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission;
and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the address given for that Member on Schedule A, or such other address as that Member may specify by notice to the other Members. Whenever any notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
9.2 Entire Agreement. This Agreement constitutes the entire agreement of the Members and their affiliates relating to the Company and supersedes all prior contracts or agreements among the Members with respect to the Company, whether oral or written.
9.3 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.
9.4 Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument executed and agreed to by the Majority Members.
9.5 Binding Effect. Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement is binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.
9.6 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.
9.7 Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
* * * * * *
IN WITNESS WHEREOF, the Sole Member has executed this Agreement as of the date first set forth above.
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SOLE MEMBER: | |
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NRG HOME SOLUTIONS LLC | |
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Its: Sole Member | |
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By: |
/s/ Chrisoula Manoussakis |
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Name: |
Chrisoula Manoussakis |
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Title: |
Assistant Secretary |
Exhibit 3.39
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D1138005 |
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File # 201217910020 |
LLC-1A |
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State of California |
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FILED JUN 26 2012 |
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IMPORTANT Read all instructions before completing this form. |
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Converted Entity Information | ||||||||||||||
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NAME OF LIMITED LIABILITY COMPANY (End the name with the words Limited Liability Company, or the abbreviations LLC or L.L.C. The words Limited and Company may be abbreviated to Ltd. and Co., respectively.) | |||||||||||||
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Eastern Sierra Energy Company LLC | |||||||||||||
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THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY-KILLEA LIMITED LIABILITY COMPANY ACT. | |||||||||||||
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THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY (Check only one) | |||||||||||||
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o ONE MANAGER |
o MORE THAN ONE MANAGER |
x ALL LIMITED LIABILITY COMPANY MEMBER(S) | |||||||||||
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MAILING ADDRESS OF THE CHIEF EXECUTIVE OFFICE |
CITY |
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211 Carnegie Center |
Princeton |
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08540 | |||||||||
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NAME OF AGENT FOR SERVICE OF PROCESS (Item 5: Enter the name of the agent for service of process. The agent may be an Individual residing in California or a corporation that has filed a certificate pursuant to California Corporations Code section 1505, Item 6: If the agent is an Individual, enter the agents business or residential address in California, Item 7: If the converting entity is a California limited partnership, enter the mailing address of the Individual or corporate agent. Check the box and omit the mailing address if the agents mailing address is the same as the address in Item 6.) | |||||||||||||
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CT Corporation System | |||||||||||||
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IF AN INDIVIDUAL, ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CA |
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CA |
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MAILING ADDRESS OF AGENT FOR SERVICE OF PROCESS |
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818 West Seveth Street |
Los Angeles |
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90017 | |||||||||
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o THE MAILING ADDRESS OF THE AGENT FOR SERVICE OF PROCESS IS THE SAME AS THE AGENTS BUSINESS OR RESIDENTIAL ADDRESS IN ITEM 6. | |||||||||||||
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Converting Entity Information | |||||||||||||
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NAME OF CONVERTING ENTITY | |||||||||||||
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Eastern Sierra Energy Company | |||||||||||||
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9. |
FORM OF ENTITY |
10. JURISDICTION |
11. CA SECRETARY OF STATE FILE NUMBER, IF ANY | |||||||||||
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Corporation |
Delaware |
C1610030 | |||||||||||
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12. |
THE PRINCIPAL TERMS OF THE PLAN OF CONVERSION WERE APPROVED BY A VOTE OF THE NUMBER OF INTERESTS OR SHARES OF EACH CLASS THAT EQUALED OR EXCEEDED THE VOTE REQUIRED. IF A VOTE WAS REQUIRED, PROVIDE THE FOLLOWING FOR EACH CLASS:
STATE THE CLASS AND NUMBER OF OUTSTANDING INTERESTS ENTITLED TO VOTE AND THE PERCENTAGE VOTE REQUIRED OF EACH CLASS | |||||||||||||
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100 shares of Common stock issued and authorized 100% | |||||||||||||
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Additional Information | |||||||||||||
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ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES, IF ANY, IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE A PART OF THIS CERTIFICATE. | |||||||||||||
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I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT OF MY OWN KNOWLEDGE. I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED. | |||||||||||||
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June 14, 2012 |
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DATE |
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/s/ Randall Hickok |
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Randall Hickok, Vice President | |||||||||||
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SIGNATURE OF AUTHORIZED PERSON |
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TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON | |||||||||||
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/s/ Jennifer Hein |
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Jennifer Hein, Secretary | |||||||||||
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SIGNATURE OF AUTHORIZED PERSON |
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TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON | |||||||||||
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LLC-1A (REV 04/2010) |
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APPROVED BY SECRETARY OF STATE | ||||||||||||
1610030
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FILED
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MAR 28 1988 |
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/s/ March Fong Eu |
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MARCH FONG EU, Secretary of State |
ARTICLES OF INCORPORATION
OF
EASTERN SIERRA ENERGY COMPANY
I
The name of the corporation is Eastern Sierra Energy Company.
II
The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than a banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.
III
The name and address in the State of California of the corporations initial agent for service of process are:
Alan M. Fenning
18872 MacArthur Boulevard, Suite 400
Irvine, California 92715
IV
This corporation is authorized to issue only one class of shares, which shall be designated common shares. The total authorized number of such shares authorized to be issued is ten thousand (10,000) shares.
Dated: |
March 24, 1988. |
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/s/ Douglas B. Whiting | |
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Douglas B. Whiting |
Exhibit 3.40
LIMITED LIABILITY COMPANY AGREEMENT
OF
Eastern Sierra Energy Company LLC
a California Limited Liability Company
LIMITED LIABILITY COMPANY AGREEMENT
OF
EASTERN SIERRA ENERGY COMPANY
This LIMITED LIABILITY COMPANY AGREEMENT (the Agreement) of Eastern Sierra Energy Company LLC (the Company) is effective as of June 26, 2012.
1. Formation of Limited Liability Company. Saguara Power LLC, a Delaware limited liability company, (the Member) hereby forms the Company as a limited liability company pursuant to the provisions of the Beverly-Killea Limited Liability Company Act of the State of California, Cal. Corp. Code §§ 17000 et seq., as it may be amended from time to time, and any successor to such statute (the Act). The rights and obligations of the Member and the administration and termination of the Company shall be governed by the Agreement and the Act. This Agreement shall be considered the operating agreement of the Company within the meaning of the Act. To the extent this Agreement is inconsistent in any respect with the Act, this Agreement shall control.
2. Certificates. Any authorized person within the meaning of the Act, shall execute, deliver and file the Articles of Organization for the Company with the California Secretary of State. Such authorized person or such other person as is designated by the Member shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.
3. Members. Saguaro Power LLC is the sole member and sole managing member of the Company.
4. Purpose. The purpose of the Company is to engage in any and all lawful businesses or activities in which a limited liability company may be engaged under applicable law (including, without limitation, the Act).
5. Name and Address. The name of the Company shall be Eastern Sierra Energy Company LLC. The principal place of business for the Company shall be maintained at 211 Carnegie Center, Princeton, NJ 08540 and the main office in California for the Company shall be maintained at 5790 Fleet Street, Suite 200, Carlsbad, CA 92008.
6. Registered Agent and Principal Office. The registered office and registered agent of the Company in the State of California shall be as the Member may designate from time to time. The Company may have such other offices as the Member may designate from time to time.
7. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.
8. Term of Company. The Company shall commence on the date the Articles of Organization first are properly filed with the Secretary of State of the State of California and shall continue in existence in perpetuity unless its business and affairs are earlier wound up following dissolution at such time as this Agreement may specify.
9. Management of Company. All decisions relating to the business, affairs and properties of the Company shall be made by the Member and may be made in its capacity as the managing member or as sole member. The Member may appoint a President, one or more Vice Presidents and such other officers of the Company as the Member may deem necessary or advisable to manage the day-to-day business affairs of the Company (the Officers). The Officers shall serve at the pleasure of the Member. To the extent delegated by the Member, the Officers shall have the authority to act on behalf of, bind and execute and deliver documents in the name and on behalf of the Company. No such delegation shall cause the Member to cease to be a Member. Such Officers shall have such authority and responsibility as is delegated in writing by the Member.
10. Capital Contributions. The Member shall have the right, but not the obligation, to make capital contributions to the Company from time to time. Capital Contribution means the aggregate contribution by a Member to the capital of the Company:
11. Distributions. Each distribution of cash or other property by the Company shall be made 100% to the Member. Each item of income, gain, loss, deduction and credit of the Company shall be allocated 100% to the Member.
12. Capital Accounts. A capital account shall be maintained for the Member in accordance with and to the extent required by Treasury Regulations Section 1.704-1(b)(2)(iv).
13. Dissolution and Winding Up. The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member.
14. Admission of Additional Members. One (1) or more additional members of the Company may be admitted into the Company as substituted members therein upon the written consent of the Member.
15. Transfers. The Member may freely transfer or encumber its interest in the Company. Any transferee shall be admitted into the Company as a substituted member upon the written consent of the Member and the transferees execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement.
16. Meetings. The Member shall not be required to hold any required or regularly scheduled meetings. Notwithstanding the foregoing, a meeting may be called by the Member for the purpose of discussing or voting on matters relating to the business and affairs of the Company. Any such meetings shall be held during normal business hours either telephonically or in person at the principal office of the Company in California (or at such other location as is determined in the sole and absolute discretion of the Member).
17. Other Businesses. The Member may engage in or possess an interest in one (1) or more other business ventures (unconnected with the Company) of any kind and
description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.
18. Amendments. This Agreement may be amended or modified from time to time only by a written instrument executed by the Member.
19. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.
20. No Third-Party Beneficiary. Any agreement to pay any amount and any assumption of liability herein contained, express or implied, shall be only for the benefit of the Member, and such agreements and assumptions shall not inure to the benefit of the obligees of any indebtedness or any other party, whomsoever, deemed to be a third-party beneficiary of this Agreement.
21. Governing Law. The validity and enforceability of this Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to otherwise governing principles of conflicts of law or choice of law.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first set forth above.
SOLE MEMBER
SAGUARO POWER LLC
By: |
/s/ Lynne Przychodzk |
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Name: |
Lynne Przychodzk |
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Title: |
Assistant Secretary |
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Exhibit 3.47
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State of Delaware |
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Secretary of State |
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Division of Corporations |
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Delivered 10:20 PM 05/30/2012 |
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FILED 10:20 PM 05/30/2012 |
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SRV 120667916 - 5162222 FILE |
CERTIFICATE OF FORMATION
OF
ENERGY ALTERNATIVES WHOLESALE, LLC
The undersigned, being of full age, for the purpose of organizing a limited liability company under the Delaware Limited Liability Company Act, Title 6, Chapter 18 of the Delaware Laws Annotated, and acts amendatory thereto, does hereby adopt, sign and execute the following Certificate of Formation.
ARTICLE I
Name
The name of the limited liability company is Energy Alternatives Wholesale, LLC.
ARTICLE II
Registered Office/Agent
The name and address of Energy Alternatives Wholesale, LLCs registered agent in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.
IN WITNESS WHEREOF, I have set my hand this 30th day of May, 2012.
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/s/ Catherine L. Sjoberg |
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Catherine L. Sjoberg, Authorized Person |
Exhibit 3.48
AMENDED & RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
ENERGY ALTERNATIVES WHOLESALE, LLC
a Delaware Limited Liability Company
THIS AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of Energy Alternatives Wholesale, LLC (the Company), dated as of September 20, 2012 is adopted by, and executed and agreed to, for good and valuable consideration, by the Sole Member of the Company, NRG Energy Services Group LLC, a Delaware limited liability company.
ARTICLE I
DEFINITIONS
1.1 Definitions. As used in this Agreement, the following terms have the following meanings:
Act means the Delaware Limited Liability Company Act and any successor statute, as amended from time to time.
Agreement has the meaning given that term in the introductory paragraph.
Capital Contribution means the aggregate contribution by a Member to the capital of the Company.
Certificate has the meaning given that term in Section 2.1.
Company means Energy Alternatives Wholesale, LLC, a Delaware limited liability company.
Dispose, Disposed, Disposing or Disposition means a sale, assignment, transfer, exchange or other disposition (including, without limitation, by operation of law); provided, however, that this definition does not include the granting and/ or perfection of a security interest lien or encumbrance.
Incapacity or Incapacitated means (a) with respect to a natural person, the bankruptcy, death, incompetency or insanity of such person and (b) with respect to any other Person, the bankruptcy, liquidation, dissolution or termination of such Person.
Majority Members means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.
Member means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person who has ceased to be a member of the Company.
Person means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.
Proceeding has the meaning given such term in Section 5.1.
Units means the units of each Member representing such Members interest in the income, gains, losses, deductions and expenses of the Company as set forth on Schedule A hereto, as amended from time to time in accordance with the terms of this Agreement.
1.2 Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules are to Schedules attached hereto, each of which is made a part hereof for all purposes.
ARTICLE II
ORGANIZATION
2.1 Formation. The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation (the Certificate) under and pursuant to the Act.
2.2 Name. The name of the Company is Energy Alternatives Wholesale, LLC and all Company business shall be conducted in that name or such other names that comply with applicable law as the Majority Members may select from time to time.
2.3 Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Majority Members may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Majority Members may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Majority Members may designate from time to time, which need not be in the State of Delaware.
2.4 Purposes. The purposes of the Company are to engage in any business or activity that is not prohibited by the Act or the laws of the jurisdictions in which the Company engages in such business or activity.
2.5 Foreign Qualification. Prior to the Companys conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the
Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.
2.6 Term. The term of the Company commenced on the date the original certificate of formation was filed with the office of the Secretary of State of Delaware and shall continue in existence until termination and dissolution thereof as determined under Section 8.1 of this Agreement.
2.7 No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.
2.8 Unit Certificates. The number of authorized Units shall initially be one thousand (1,000). Units may be represented by one or more certificates in such form as the Majority Members may from time to time approve, and shall be subject to such rules for the issuance thereof as the Majority Members may from time to time determine.
2.9 All Interests shall be Securities. All interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code and shall be evidenced by certificates. The certificated interests shall be in registered form within the meaning of Article 8 of the Uniform Commercial Code.
ARTICLE III
MEMBERS, UNITS AND DISTRIBUTIONS
3.1 Members.
(a) The names, residence, business or mailing addresses and the Units of the Members are set forth in Schedule A, as amended from time to time in accordance with the terms of this Agreement.
(b) No Member, as such, shall be required to lend any funds to the Company or to make any additional contribution of capital to the Company, except as otherwise required by applicable law or by this Agreement. Any Member may, with the approval of the Majority Members, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a Capital Contribution.
(c) Each Member shall execute a counterpart of this Agreement, and when a Person is admitted as a Member, such Person shall execute a counterpart of this Agreement and such Person shall be listed as a Member on Schedule A with such Members address and Units.
3.2 Liability of Members. Except as otherwise required by applicable law and as explicitly set forth in this Agreement, no Member shall have any personal liability whatsoever in its capacity as a Member, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company, and therefore, a Member shall be liable only to make Capital Contributions to the Company and the other payments as provided herein. To the extent that, at law or in equity, a Member or other Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or another Person, such Member or other Person acting in accordance with this Agreement shall not be liable to the Company or any other Member for its good faith reliance on the provisions of this Agreement.
3.3 Member Units. Each Members interest in the Company, including such Members interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by such Member.
3.4 Issuance of Additional Units and Interests. The Majority Members shall have the right to cause the Company to create and issue or sell: (i) additional Units or other interests in the Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company. Upon the acquisition of any Units or other interests in the Company by a Person who is not a Member, such Person shall execute and deliver a counterpart of this Agreement and shall become a Member hereunder, and Schedule A hereto shall be amended to reflect such issuance and new Member.
3.5 Distributions. Subject to the provision of the Act, the Majority Members shall have sole discretion regarding the amounts and timing of distributions to Members, in each case subject to the retention of, or payment to third parties of, such funds as it deems necessary with respect to the reasonable business needs of the Company which shall include (but not by way of limitation) the payment or the making of provision for the payment when due of Company obligations, including the payment of any management or administrative fees and expenses or any other obligations.
ARTICLE IV
MANAGEMENT
4.1 Management by the Members. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Majority Members, and the Majority Members shall make all decisions and take all actions for the Company.
4.2 Actions by Members; Delegation of Authority and Duties.
(a) In managing the business and affairs of the Company and exercising its powers, the Majority Members shall act through (i) meetings and written consents pursuant to Sections 4.3 and 4.4, and (ii) any Person to whom authority and duties have been delegated pursuant to Section 4.2(b).
(b) The Majority Members may, from time to time, delegate to one or more Persons such authority and duties as the Majority Members may deem advisable. In addition, the Majority Members may assign titles (including, without limitation, chairman, chief executive officer, president, vice president, secretary, assistant secretary, treasurer and assistant treasurer) to any such Persons and delegate to such other individuals certain authority and duties. Any number of titles may be held by the same individual. Any delegation pursuant to this Section 4.2(b) may be revoked at any time by the Majority Members.
4.3 Meetings.
(a) The Majority Members shall constitute a quorum for the transaction of business of the Company, and except as otherwise provided in this Agreement, the act of the Majority Members present at a meeting of the Members at which a quorum is present shall be the act of the Members.
(b) Meetings of the Members may be held at such place or places as shall be determined from time to time by resolution of the Majority Members. At all meetings of the Members, business shall be transacted in such order as shall from time to time be determined by resolution of the Majority Members. Regular meetings of the Members shall be held at such times and places as shall be designated from time to time by resolution of the Majority Members. Notice of such meetings shall not be required. Special meetings of the Members may be called by the Majority Members, and notice of such meeting need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law.
4.4 Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Majority Members. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting.
4.5 Conflicts of Interest. Each Member and officer of the Company at any time and from time to time may engage in and own interests in other business ventures of any and every
type and description, independently or with others (including ones in competition with the Company) with no obligation to offer to the Company or any other Member or officer the right to participate therein. The Company may transact business with any Member, officer or affiliate thereof provided that the terms of those transactions are no less favorable than those the Company could obtain from unrelated third parties.
4.6 Officers.
(a) The Majority Members may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the State of Delaware, or a Member. Any officers so designated shall have such authority and perform such duties as the Majority Members may, from time to time, delegate to them. The Majority Members may assign titles to particular officers. Unless the Majority Members otherwise decides, if the title is one commonly used for officers of a corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office of a corporation. Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Majority Members.
(b) Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Majority Members. Any officer may be removed as such, either with or without cause, by the Majority Members. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Majority Members.
ARTICLE V
INDEMNIFICATION
5.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a Covered Person and collectively, the Covered Persons) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.
5.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (Claims), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 5.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Persons rights to indemnification hereunder or (B) was authorized or consented to by the Board. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 5.2.
5.3 Amendments. Any repeal or modification of this Article V by the Members shall not adversely affect any rights of such Covered Person pursuant to this Article V, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
ARTICLE VI
TAXES AND BOOKS
6.1 Tax Returns. The Majority Members shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making any elections the Majority Members may deem appropriate and in the best interests of the Members.
6.2 Books. The Company shall keep books and records of accounts and shall keep minutes of the proceedings of its Members. The calendar year shall be the accounting year of the Company.
ARTICLE VII
TRANSFERS
7.1 Assignment by Members. No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Members Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.
7.2 Void Assignment. Any sale, exchange or other transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party.
7.3 Substituted Member.
(a) An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right.
(b) Upon the admission of a substituted Member, Schedule A attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company.
7.4 Effect of Assignment.
(a) Any Member who shall assign any Units or other interest in the Company shall cease to be a Member of the Company with respect to such Units or other interest and shall no longer have any rights or privileges of a Member with respect to such Units or other interest.
(b) Any Person who acquires in any manner whatsoever any Units or other interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all the terms and conditions of this Agreement that any predecessor in such Units or other interest in the Company of such Person was subject to or by which such predecessor was bound.
7.5 Effect of Incapacity. Except as otherwise provided herein, the Incapacity of a Member shall not dissolve or terminate the Company. In the event of such Incapacity, the executor, administrator, guardian, trustee or other personal representative of the Incapacitated Member shall be deemed to be the assignee of such Members Units or other interests in the Company and may, subject to Section 7.1, become a substituted Member upon the terms and conditions set forth in Section 7.3.
ARTICLE VIII
DISSOLUTION, LIQUIDATION AND TERMINATION
8.1 Dissolution. The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:
(a) the written consent of the Majority Members; and
(b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or
(c) on the date set forth in the Certificate.
8.2 Liquidation and Termination. On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed
diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows:
(a) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and
(b) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).
All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Companys property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.
8.3 Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.
ARTICLE IX
GENERAL PROVISIONS
9.1 Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the address given for that Member on Schedule A, or such other address as that Member may specify by notice to the other Members. Whenever any notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
9.2 Entire Agreement. This Agreement constitutes the entire agreement of the Members and their affiliates relating to the Company and supersedes all prior contracts or agreements among the Members with respect to the Company, whether oral or written.
9.3 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.
9.4 Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument executed and agreed to by the Majority Members.
9.5 Binding Effect. Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement is binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.
9.6 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.
9.7 Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
* * * * * *
IN WITNESS WHEREOF, the Sole Member has executed this Agreement as of the date first set forth above.
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SOLE MEMBER: | |
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NRG ENERGY SERVICES GROUP LLC | |
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Its: Sole Member | |
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By: |
/s/ Christopher Sotos |
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Name: |
Christopher Sotos |
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Title: |
Vice President & Treasurer |
Exhibit 3.55
State of Delaware |
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Secretary of State |
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Division of Corporations |
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Delivered 06:14 PM 02/09/2012 |
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FILED 06:14 PM 02/09/2012 |
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SRV 120148747 - 4611270 FILE |
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STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
1. Name of Limited Liability Company: Reliant Energy Texas Retail LLC
2. The Certificate of Formation of the limited liability company is hereby amended as follows:
1. The name of the limited liability company is Everything Energy LLC.
IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 9th day of February, A.D. 2012.
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By: |
/s/ Lynne Przychodzki |
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Authorized Person(s) |
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Name: |
Lynne Przychodzki |
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Print or Type |
State of Delaware |
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Secretary of State |
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Division of Corporations |
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Delivered 02:59 PM 05/01/2009 |
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FILED 02:17 PM 05/01/2009 |
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SRV 090420436 - 4611270 FILE |
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CERTIFICATE OF AMENDMENT
OF
RELIANT ENERGY TEXAS RETAIL, LLC
1. The name of the limited liability company is: Reliant Energy Texas Retail, LLC.
2. The Certificate of Formation of the limited liability company is hereby amended as follows:
2. The address of its registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Reliant Energy Texas Retail, LLC., this 1ST day of May, 2009.
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RELIANT ENERGY TEXAS RETAIL, LLC | |||
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By: |
/s/ Lynne Przychodzki |
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Lynne Przychodzki |
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Authorized Person |
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STATE of DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE OF FORMATION
In accordance with the provisions of Section 18-201 of the Delaware Limited Liability Company Act, the undersigned submits the following Certificate of Formation and certifies as follows:
FIRST: The name of the limited liability company is Reliant Energy Texas Retail, LLC.
SECOND: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington, Delaware 19808. The name of its Registered Agent at such address is Corporation Service Company.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Reliant Energy Texas Retail, LLC this 14th day of October, 2008.
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BY: |
/s/ Eyvette López Hetherington |
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Eyvette López Hetherington |
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Authorized Person |
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State of Delaware |
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Secretary of State |
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Division of Corporations |
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Delivered 10:25 AM 10/14/2008 |
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FILED 10:25 AM 10/14/2008 |
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SRV 081033845 - 4611270 FILE |
Exhibit 3.56
SECOND AMENDED & RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
EVERYTHING ENERGY LLC
a Delaware Limited Liability Company
THIS SECOND AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of Everything Energy LLC (the Company), dated as of February 9, 2012 is adopted by, and executed and agreed to, for good and valuable consideration, by the Sole Member of the Company, NRG Energy, Inc., a Delaware limited liability company.
ARTICLE I
DEFINITIONS
1.1 Definitions. As used in this Agreement, the following terms have the following meanings:
Act means the Delaware Limited Liability Company Act and any successor statute, as amended from time to time.
Agreement has the meaning given that term in the introductory paragraph.
Capital Contribution means the aggregate contribution by a Member to the capital of the Company.
Certificate has the meaning given that term in Section 2.1.
Company means Everything Energy LLC, a Delaware limited liability company.
Dispose, Disposed, Disposing or Disposition means a sale, assignment, transfer, exchange or other disposition (including, without limitation, by operation of law); provided, however, that this definition does not include the granting and/ or perfection of a security interest lien or encumbrance.
Incapacity or Incapacitated means (a) with respect to a natural person, the bankruptcy, death, incompetency or insanity of such person and (b) with respect to any other Person, the bankruptcy, liquidation, dissolution or termination of such Person.
Majority Members means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.
Member means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person who has ceased to be a member of the Company.
Person means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.
Proceeding has the meaning given such term in Section 5.1.
Units means the units of each Member representing such Members interest in the income, gains, losses, deductions and expenses of the Company as set forth on Schedule A hereto, as amended from time to time in accordance with the terms of this Agreement.
1.2 Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules are to Schedules attached hereto, each of which is made a part hereof for all purposes.
ARTICLE II
ORGANIZATION
2.1 Formation. The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation (the Certificate) under and pursuant to the Act.
2.2 Name. The name of the Company is Everything Energy LLC and all Company business shall be conducted in that name or such other names that comply with applicable law as the Majority Members may select from time to time.
2.3 Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Majority Members may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Majority Members may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Majority Members may designate from time to time, which need not be in the State of Delaware.
2.4 Purposes. The purposes of the Company are to engage in any business or activity that is not prohibited by the Act or the laws of the jurisdictions in which the Company engages in such business or activity.
2.5 Foreign Qualification. Prior to the Companys conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.
2.6 Term. The term of the Company commenced on the date the original certificate of formation was filed with the office of the Secretary of State of Delaware and shall continue in existence until termination and dissolution thereof as determined under Section 8.1 o f this Agreement.
2.7 No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.
2.8 Unit Certificates. The number of authorized Units shall initially be one thousand (1,000). Units may be represented by one or more certificates in such form as the Majority Members may from time to time approve, and shall be subject to such rules for the issuance thereof as the Majority Members may from time to time determine.
2.9 All Interests shall be Securities. All interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code and shall be evidenced by certificates. The certificated interests shall be in registered form within the meaning of Article 8 of the Uniform Commercial Code.
ARTICLE III
MEMBERS, UNITS AND DISTRIBUTIONS
3.1 Members.
(a) The names, residence, business or mailing addresses and the Units of the Members are set forth in Schedule A, as amended from time to time in accordance with the terms of this Agreement.
(b) No Member, as such, shall be required to lend any funds to the Company or to make any additional contribution of capital to the Company, except as otherwise required by applicable law or by this Agreement. Any Member may, with the approval of the Majority Members, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a Capital Contribution.
(c) Each Member shall execute a counterpart of this Agreement, and when a Person is admitted as a Member, such Person shall execute a counterpart of this Agreement and such Person shall be listed as a Member on Schedule A with such Members address and Units.
3.2 Liability of Members. Except as otherwise required by applicable law and as explicitly set forth in this Agreement, no Member shall have any personal liability whatsoever in its capacity as a Member, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company, and therefore, a Member shall be liable only to make Capital Contributions to the Company and the other payments as provided herein. To the extent that, at law or in equity, a Member or other Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or another Person, such Member or other Person acting in accordance with this Agreement shall not be liable to the Company or any other Member for its good faith reliance on the provisions of this Agreement.
3.3 Member Units. Each Members interest in the Company, including such Members interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by such Member.
3.4 Issuance of Additional Units and Interests. The Majority Members shall have the right to cause the Company to create and issue or sell: (i) additional Units or other interests in the Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company. Upon the acquisition of any Units or other interests in the Company by a Person who is not a Member, such Person shall execute and deliver a counterpart of this Agreement and shall become a Member hereunder, and Schedule A hereto shall be amended to reflect such issuance and new Member.
3.5 Distributions. Subject to the provision of the Act, the Majority Members shall have sole discretion regarding the amounts and timing of distributions to Members, in each case subject to the retention of, or payment to third parties of, such funds as it deems necessary with respect to the reasonable business needs of the Company which shall include (but not by way of limitation) the payment or the making of provision for the payment when due of Company obligations, including the payment of any management or administrative fees and expenses or any other obligations.
ARTICLE IV
MANAGEMENT
4.1 Management by the Members. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Majority Members, and the Majority Members shall make all decisions and take all actions for the Company.
4.2 Actions by Members; Delegation of Authority and Duties.
(a) In managing the business and affairs of the Company and exercising its powers, the Majority Members shall act through (i) meetings and written consents pursuant to
Sections 4.3 and 4.4, and (ii) any Person to whom authority and duties have been delegated pursuant to Section 4.2(b).
(b) The Majority Members may, from time to time, delegate to one or more Persons such authority and duties as the Majority Members may deem advisable. In addition, the Majority Members may assign titles (including, without limitation, chairman, chief executive officer, president, vice president, secretary, assistant secretary, treasurer and assistant treasurer) to any such Persons and delegate to such other individuals certain authority and duties. Any number of titles may be held by the same individual. Any delegation pursuant to this Section 4.2(b) may be revoked at any time by the Majority Members.
4.3 Meetings.
(a) The Majority Members shall constitute a quorum for the transaction of business of the Company, and except as otherwise provided in this Agreement, the act of the Majority Members present at a meeting of the Members at which a quorum is present shall be the act of the Members.
(b) Meetings of the Members may be held at such place or places as shall be determined from time to time by resolution of the Majority Members. At all meetings of the Members, business shall be transacted in such order as shall from time to time be determined by resolution of the Majority Members. Regular meetings of the Members shall be held at such times and places as shall be designated from time to time by resolution of the Majority Members. Notice of such meetings shall not be required. Special meetings of the Members may be called by the Majority Members, and notice of such meeting need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law.
4.4 Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Majority Members. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting.
4.5 Conflicts of Interest. Each Member and officer of the Company at any time and from time to time may engage in and own interests in other business ventures of any and every type and description, independently or with others (including ones in competition with the Company) with no obligation to offer to the Company or any other Member or officer the right to participate therein. The Company may transact business with any Member, officer or affiliate
thereof provided that the terms of those transactions are no less favorable than those the Company could obtain from unrelated third parties.
4.6 Officers.
(a) The Majority Members may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the State of Delaware, or a Member. Any officers so designated shall have such authority and perform such duties as the Majority Members may, from time to time, delegate to them. The Majority Members may assign titles to particular officers. Unless the Majority Members otherwise decides, if the title is one commonly used for officers of a corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office of a corporation. Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Majority Members.
(b) Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Majority Members. Any officer may be removed as such, either with or without cause, by the Majority Members. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Majority Members.
ARTICLE V
INDEMNIFICATION
5.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a Covered Person and collectively, the Covered Persons) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.
5.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or
investigative (Claims), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 5.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Persons rights to indemnification hereunder or (B) was authorized or consented to by the Board. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 5.2.
5.3 Amendments. Any repeal or modification of this Article V by the Members shall not adversely affect any rights of such Covered Person pursuant to this Article V, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
ARTICLE VI
TAXES AND BOOKS
6.1 Tax Returns. The Majority Members shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making any elections the Majority Members may deem appropriate and in the best interests of the Members.
6.2 Books. The Company shall keep books and records of accounts and shall keep minutes of the proceedings of its Members. The calendar year shall be the accounting year of the Company.
ARTICLE VII
TRANSFERS
7.1 Assignment by Members. No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Members Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.
7.2 Void Assignment. Any sale, exchange or other transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party.
7.3 Substituted Member.
(a) An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right.
(b) Upon the admission of a substituted Member, Schedule A attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company.
7.4 Effect of Assignment.
(a) Any Member who shall assign any Units or other interest in the Company shall cease to be a Member of the Company with respect to such Units or other interest and shall no longer have any rights or privileges of a Member with respect to such Units or other interest.
(b) Any Person who acquires in any manner whatsoever any Units or other interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all the terms and conditions of this Agreement that any predecessor in such Units or other interest in the Company of such Person was subject to or by which such predecessor was bound.
7.5 Effect of Incapacity. Except as otherwise provided herein, the Incapacity of a Member shall not dissolve or terminate the Company. In the event of such Incapacity, the executor, administrator, guardian, trustee or other personal representative of the Incapacitated Member shall be deemed to be the assignee of such Members Units or other interests in the Company and may, subject to Section 7.1, become a substituted Member upon the terms and conditions set forth in Section 7.3.
ARTICLE VIII
DISSOLUTION, LIQUIDATION AND TERMINATION
8.1 Dissolution. The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:
(a) the written consent of the Majority Members; and
(b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or
(c) on the date set forth in the Certificate.
8.2 Liquidation and Termination. On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final
distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows:
(a) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and
(b) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).
All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Companys property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.
8.3 Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.
ARTICLE IX
GENERAL PROVISIONS
9.1 Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the address given for that Member on Schedule A, or such other address as that Member may specify by notice to the other Members. Whenever any notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
9.2 Entire Agreement. This Agreement constitutes the entire agreement of the Members and their affiliates relating to the Company and supersedes all prior contracts or agreements among the Members with respect to the Company, whether oral or written.
9.3 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.
9.4 Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument executed and agreed to by the Majority Members.
9.5 Binding Effect. Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement is binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.
9.6 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.
9.7 Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
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IN WITNESS WHEREOF, the Sole Member has executed this Agreement as of the date first set forth above.
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SOLE MEMBER: | |
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NRG Energy, Inc. | |
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Its: Sole Member | |
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By: |
/s/ Brian Curci |
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Name: |
Brian Curci |
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Title: |
Corporate Secretary |
Exhibit 3.61
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State of Delaware |
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Secretary of State |
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Division of Corporations |
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Delivered 01:58 PM 04/20/2012 |
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FILED 01:40 PM 04/20/2012 |
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SRV 120455807 - 5143039 FILE |
CERTIFICATE OF FORMATION
OF
GREEN MOUNTAIN ENERGY COMPANY (NY COM) LLC
1. Name: The name of the limited liability company is Green Mountain Energy Company (NY COM) LLC.
2. Registered Office: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
3. Organizer: The name and address of the sole organizer of the limited liability company is Lynne Przychodzki, NRG Energy, Inc., 211 Carnegie Center, Princeton, NJ 08540.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Green Mountain Energy Company (NY COM) LLC this 19th day of April, 2012.
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/s/ Lynne Przychodzki |
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Lynne Przychodzki |
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Authorized Person |
Exhibit 3.62
LIMITED LIABILITY COMPANY AGREEMENT
OF
GREEN MOUNTAIN ENERGY COMPANY (NY COM) LLC
a Delaware Limited Liability Company
THIS LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of Green Mountain Energy Company (NY COM) LLC (the Company), dated as of April 20, 2012 is adopted by, and executed and agreed to, for good and valuable consideration, by the Sole Member of the Company, Green Mountain Energy Company, a Delaware corporation.
ARTICLE I
DEFINITIONS
1.1 Definitions. As used in this Agreement, the following terms have the following meanings:
Act means the Delaware Limited Liability Company Act and any successor statute, as amended from time to time.
Agreement has the meaning given that term in the introductory paragraph.
Capital Contribution means the aggregate contribution by a Member to the capital of the Company.
Certificate has the meaning given that term in Section 2.1.
Company means Green Mountain Energy Company (NY COM) LLC, a Delaware limited liability company.
Dispose, Disposed, Disposing or Disposition means a sale, assignment, transfer, exchange or other disposition (including, without limitation, by operation of law); provided, however, that this definition does not include the granting and/ or perfection of a security interest lien or encumbrance.
Incapacity or Incapacitated means (a) with respect to a natural person, the bankruptcy, death, incompetency or insanity of such person and (b) with respect to any other Person, the bankruptcy, liquidation, dissolution or termination of such Person.
Majority Members means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.
Member means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person who has ceased to be a member of the Company.
Person means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.
Proceeding has the meaning given such term in Section 5.1.
Units means the units of each Member representing such Members interest in the income, gains, losses, deductions and expenses of the Company as set forth on Schedule A hereto, as amended from time to time in accordance with the terms of this Agreement.
1.2 Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules are to Schedules attached hereto, each of which is made a part hereof for all purposes.
ARTICLE II
ORGANIZATION
2.1 Formation. The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation (the Certificate) under and pursuant to the Act.
2.2 Name. The name of the Company is Green Mountain Energy Company (NY COM) LLC and all Company business shall be conducted in that name or such other names that comply with applicable law as the Majority Members may select from time to time.
2.3 Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Majority Members may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Majority Members may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Majority Members may designate from time to time, which need not be in the State of Delaware.
2.4 Purposes. The purposes of the Company are to engage in any business or activity that is not prohibited by the Act or the laws of the jurisdictions in which the Company engages in such business or activity.
2.5 Foreign Qualification. Prior to the Companys conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.
2.6 Term. The term of the Company commenced on the date the original certificate of formation was filed with the office of the Secretary of State of Delaware and shall continue in existence until termination and dissolution thereof as determined under Section 8.1 of this Agreement.
2.7 No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.
2.8 Unit Certificates. The number of authorized Units shall initially be one thousand (1,000). Units may be represented by one or more certificates in such form as the Majority Members may from time to time approve, and shall be subject to such rules for the issuance thereof as the Majority Members may from time to time determine.
2.9 All Interests shall be Securities. All interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code and shall be evidenced by certificates. The certificated interests shall be in registered form within the meaning of Article 8 of the Uniform Commercial Code.
ARTICLE III
MEMBERS, UNITS AND DISTRIBUTIONS
3.1 Members.
(a) The names, residence, business or mailing addresses and the Units of the Members are set forth in Schedule A, as amended from time to time in accordance with the terms of this Agreement.
(b) No Member, as such, shall be required to lend any funds to the Company or to make any additional contribution of capital to the Company, except as otherwise required by applicable law or by this Agreement. Any Member may, with the approval of the Majority Members, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a Capital Contribution.
(c) Each Member shall execute a counterpart of this Agreement, and when a Person is admitted as a Member, such Person shall execute a counterpart of this Agreement and such Person shall be listed as a Member on Schedule A with such Members address and Units.
3.2 Liability of Members. Except as otherwise required by applicable law and as explicitly set forth in this Agreement, no Member shall have any personal liability whatsoever in its capacity as a Member, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company, and therefore, a Member shall be liable only to make Capital Contributions to the Company and the other payments as provided herein. To the extent that, at law or in equity, a Member or other Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or another Person, such Member or other Person acting in accordance with this Agreement shall not be liable to the Company or any other Member for its good faith reliance on the provisions of this Agreement.
3.3 Member Units. Each Members interest in the Company, including such Members interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by such Member.
3.4 Issuance of Additional Units and Interests. The Majority Members shall have the right to cause the Company to create and issue or sell: (i) additional Units or other interests in the Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company. Upon the acquisition of any Units or other interests in the Company by a Person who is not a Member, such Person shall execute and deliver a counterpart of this Agreement and shall become a Member hereunder, and Schedule A hereto shall be amended to reflect such issuance and new Member.
3.5 Distributions. Subject to the provision of the Act, the Majority Members shall have sole discretion regarding the amounts and timing of distributions to Members, in each case subject to the retention of, or payment to third parties of, such funds as it deems necessary with respect to the reasonable business needs of the Company which shall include (but not by way of limitation) the payment or the making of provision for the payment when due of Company obligations, including the payment of any management or administrative fees and expenses or any other obligations.
ARTICLE IV
MANAGEMENT
4.1 Management by the Members. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Majority Members, and the Majority Members shall make all decisions and take all actions for the Company.
4.2 Actions by Members; Delegation of Authority and Duties.
(a) In managing the business and affairs of the Company and exercising its powers, the Majority Members shall act through (i) meetings and written consents pursuant to
Sections 4.3 and 4.4, and (ii) any Person to whom authority and duties have been delegated pursuant to Section 4.2(b).
(b) The Majority Members may, from time to time, delegate to one or more Persons such authority and duties as the Majority Members may deem advisable. In addition, the Majority Members may assign titles (including, without limitation, chairman, chief executive officer, president, vice president, secretary, assistant secretary, treasurer and assistant treasurer) to any such Persons and delegate to such other individuals certain authority and duties. Any number of titles may be held by the same individual. Any delegation pursuant to this Section 4.2(b) may be revoked at any time by the Majority Members.
4.3 Meetings.
(a) The Majority Members shall constitute a quorum for the transaction of business of the Company, and except as otherwise provided in this Agreement, the act of the Majority Members present at a meeting of the Members at which a quorum is present shall be the act of the Members.
(b) Meetings of the Members may be held at such place or places as shall be determined from time to time by resolution of the Majority Members. At all meetings of the Members, business shall be transacted in such order as shall from time to time be determined by resolution of the Majority Members. Regular meetings of the Members shall be held at such times and places as shall be designated from time to time by resolution of the Majority Members. Notice of such meetings shall not be required. Special meetings of the Members may be called by the Majority Members, and notice of such meeting need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law.
4.4 Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Majority Members. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting.
4.5 Conflicts of Interest. Each Member and officer of the Company at any time and from time to time may engage in and own interests in other business ventures of any and every type and description, independently or with others (including ones in competition with the Company) with no obligation to offer to the Company or any other Member or officer the right to participate therein. The Company may transact business with any Member, officer or affiliate
thereof provided that the terms of those transactions are no less favorable than those the Company could obtain from unrelated third parties.
4.6 Officers.
(a) The Majority Members may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the State of Delaware, or a Member. Any officers so designated shall have such authority and perform such duties as the Majority Members may, from time to time, delegate to them. The Majority Members may assign titles to particular officers. Unless the Majority Members otherwise decides, if the title is one commonly used for officers of a corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office of a corporation. Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Majority Members.
(b) Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Majority Members. Any officer may be removed as such, either with or without cause, by the Majority Members. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Majority Members.
ARTICLE V
INDEMNIFICATION
5.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a Covered Person and collectively, the Covered Persons) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.
5.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or
investigative (Claims), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 5.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Persons rights to indemnification hereunder or (B) was authorized or consented to by the Board. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 5.2.
5.3 Amendments. Any repeal or modification of this Article V by the Members shall not adversely affect any rights of such Covered Person pursuant to this Article V, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
ARTICLE VI
TAXES AND BOOKS
6.1 Tax Returns. The Majority Members shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making any elections the Majority Members may deem appropriate and in the best interests of the Members.
6.2 Books. The Company shall keep books and records of accounts and shall keep minutes of the proceedings of its Members. The calendar year shall be the accounting year of the Company.
ARTICLE VII
TRANSFERS
7.1 Assignment by Members. No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Members Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.
7.2 Void Assignment. Any sale, exchange or other transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party.
7.3 Substituted Member.
(a) An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right.
(b) Upon the admission of a substituted Member, Schedule A attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company.
7.4 Effect of Assignment.
(a) Any Member who shall assign any Units or other interest in the Company shall cease to be a Member of the Company with respect to such Units or other interest and shall no longer have any rights or privileges of a Member with respect to such Units or other interest.
(b) Any Person who acquires in any manner whatsoever any Units or other interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all the terms and conditions of this Agreement that any predecessor in such Units or other interest in the Company of such Person was subject to or by which such predecessor was bound.
7.5 Effect of Incapacity. Except as otherwise provided herein, the Incapacity of a Member shall not dissolve or terminate the Company. In the event of such Incapacity, the executor, administrator, guardian, trustee or other personal representative of the Incapacitated Member shall be deemed to be the assignee of such Members Units or other interests in the Company and may, subject to Section 7.1, become a substituted Member upon the terms and conditions set forth in Section 7.3.
ARTICLE VIII
DISSOLUTION, LIQUIDATION AND TERMINATION
8.1 Dissolution. The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:
(a) the written consent of the Majority Members; and
(b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or
(c) on the date set forth in the Certificate.
8.2 Liquidation and Termination. On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final
distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows:
(a) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and
(b) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).
All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Companys property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.
8.3 Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.
ARTICLE IX
GENERAL PROVISIONS
9.1 Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the address given for that Member on Schedule A, or such other address as that Member may specify by notice to the other Members. Whenever any notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
9.2 Entire Agreement. This Agreement constitutes the entire agreement of the Members and their affiliates relating to the Company and supersedes all prior contracts or agreements among the Members with respect to the Company, whether oral or written.
9.3 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.
9.4 Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument executed and agreed to by the Majority Members.
9.5 Binding Effect. Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement is binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.
9.6 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.
9.7 Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
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IN WITNESS WHEREOF, the Sole Member has executed this Agreement as of the date first set forth above.
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SOLE MEMBER: | |
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GREEN MOUNTAIN ENERGY COMPANY | |
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Its: Sole Member | |
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By: |
/s/ Christopher S. Sotos |
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Name: |
Christopher S. Sotos |
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Title: |
Vice President, Treasury |
Exhibit 3.63
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State of Delaware |
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Secretary of State |
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Division of Corporations |
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Delivered 01:58 PM 04/20/2012 |
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FILED 01:33 PM 04/20/2012 |
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SRV 120455739 - 5143026 FILE |
CERTIFICATE OF FORMATION
OF
GREEN MOUNTAIN ENERGY COMPANY (NY RES) LLC
1. Name: The name of the limited liability company is Green Mountain Energy Company (NY RES) LLC.
2. Registered Office: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
3. Organizer: The name and address of the sole organizer of the limited liability company is Lynne Przychodzki, NRG Energy, Inc., 211 Carnegie Center, Princeton, NJ 08540.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Green Mountain Energy Company (NY RES) LLC this 2th day of April, 2012.
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/s/ Lynne Przychodzki |
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Lynne Przychodzki |
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Authorized Person |
Exhibit 3.64
LIMITED LIABILITY COMPANY AGREEMENT
OF
GREEN MOUNTAIN ENERGY COMPANY (NY RES) LLC
a Delaware Limited Liability Company
THIS LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of Green Mountain Energy Company (NY RES) LLC (the Company), dated as of April 20, 2012 is adopted by, and executed and agreed to, for good and valuable consideration, by the Sole Member of the Company, Green Mountain Energy Company, a Delaware corporation.
ARTICLE I
DEFINITIONS
1.1 Definitions. As used in this Agreement, the following terms have the following meanings:
Act means the Delaware Limited Liability Company Act and any successor statute, as amended from time to time.
Agreement has the meaning given that term in the introductory paragraph.
Capital Contribution means the aggregate contribution by a Member to the capital of the Company.
Certificate has the meaning given that term in Section 2.1.
Company means Green Mountain Energy Company (NY RES) LLC, a Delaware limited liability company.
Dispose, Disposed, Disposing or Disposition means a sale, assignment, transfer, exchange or other disposition (including, without limitation, by operation of law); provided, however, that this definition does not include the granting and/ or perfection of a security interest lien or encumbrance.
Incapacity or Incapacitated means (a) with respect to a natural person, the bankruptcy, death, incompetency or insanity of such person and (b) with respect to any other Person, the bankruptcy, liquidation, dissolution or termination of such Person.
Majority Members means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.
Member means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person who has ceased to be a member of the Company.
Person means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.
Proceeding has the meaning given such term in Section 5.1.
Units means the units of each Member representing such Members interest in the income, gains, losses, deductions and expenses of the Company as set forth on Schedule A hereto, as amended from time to time in accordance with the terms of this Agreement.
1.2 Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules are to Schedules attached hereto, each of which is made a part hereof for all purposes.
ARTICLE II
ORGANIZATION
2.1 Formation. The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation (the Certificate) under and pursuant to the Act.
2.2 Name. The name of the Company is Green Mountain Energy Company (NY RES) LLC and all Company business shall be conducted in that name or such other names that comply with applicable law as the Majority Members may select from time to time.
2.3 Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Majority Members may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Majority Members may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Majority Members may designate from time to time, which need not be in the State of Delaware.
2.4 Purposes. The purposes of the Company are to engage in any business or activity that is not prohibited by the Act or the laws of the jurisdictions in which the Company engages in such business or activity.
2.5 Foreign Qualification. Prior to the Companys conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.
2.6 Term. The term of the Company commenced on the date the original certificate of formation was filed with the office of the Secretary of State of Delaware and shall continue in existence until termination and dissolution thereof as determined under Section 8.1 of this Agreement.
2.7 No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.
2.8 Unit Certificates. The number of authorized Units shall initially be one thousand (1,000). Units may be represented by one or more certificates in such form as the Majority Members may from time to time approve, and shall be subject to such rules for the issuance thereof as the Majority Members may from time to time determine.
2.9 All Interests shall be Securities. All interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code and shall be evidenced by certificates. The certificated interests shall be in registered form within the meaning of Article 8 of the Uniform Commercial Code.
ARTICLE III
MEMBERS, UNITS AND DISTRIBUTIONS
3.1 Members.
(a) The names, residence, business or mailing addresses and the Units of the Members are set forth in Schedule A, as amended from time to time in accordance with the terms of this Agreement.
(b) No Member, as such, shall be required to lend any funds to the Company or to make any additional contribution of capital to the Company, except as otherwise required by applicable law or by this Agreement. Any Member may, with the approval of the Majority Members, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a Capital Contribution.
(c) Each Member shall execute a counterpart of this Agreement, and when a Person is admitted as a Member, such Person shall execute a counterpart of this Agreement and such Person shall be listed as a Member on Schedule A with such Members address and Units.
3.2 Liability of Members. Except as otherwise required by applicable law and as explicitly set forth in this Agreement, no Member shall have any personal liability whatsoever in its capacity as a Member, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company, and therefore, a Member shall be liable only to make Capital Contributions to the Company and the other payments as provided herein. To the extent that, at law or in equity, a Member or other Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or another Person, such Member or other Person acting in accordance with this Agreement shall not be liable to the Company or any other Member for its good faith reliance on the provisions of this Agreement.
3.3 Member Units. Each Members interest in the Company, including such Members interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by such Member.
3.4 Issuance of Additional Units and Interests. The Majority Members shall have the right to cause the Company to create and issue or sell: (i) additional Units or other interests in the Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company. Upon the acquisition of any Units or other interests in the Company by a Person who is not a Member, such Person shall execute and deliver a counterpart of this Agreement and shall become a Member hereunder, and Schedule A hereto shall be amended to reflect such issuance and new Member.
3.5 Distributions. Subject to the provision of the Act, the Majority Members shall have sole discretion regarding the amounts and timing of distributions to Members, in each case subject to the retention of, or payment to third parties of, such funds as it deems necessary with respect to the reasonable business needs of the Company which shall include (but not by way of limitation) the payment or the making of provision for the payment when due of Company obligations, including the payment of any management or administrative fees and expenses or any other obligations.
ARTICLE IV
MANAGEMENT
4.1 Management by the Members. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Majority Members, and the Majority Members shall make all decisions and take all actions for the Company.
4.2 Actions by Members; Delegation of Authority and Duties.
(a) In managing the business and affairs of the Company and exercising its powers, the Majority Members shall act through (i) meetings and written consents pursuant to
Sections 4.3 and 4.4, and (ii) any Person to whom authority and duties have been delegated pursuant to Section 4.2(b).
(b) The Majority Members may, from time to time, delegate to one or more Persons such authority and duties as the Majority Members may deem advisable. In addition, the Majority Members may assign titles (including, without limitation, chairman, chief executive officer, president, vice president, secretary, assistant secretary, treasurer and assistant treasurer) to any such Persons and delegate to such other individuals certain authority and duties. Any number of titles may be held by the same individual. Any delegation pursuant to this Section 4.2(b) may be revoked at any time by the Majority Members.
4.3 Meetings.
(a) The Majority Members shall constitute a quorum for the transaction of business of the Company, and except as otherwise provided in this Agreement, the act of the Majority Members present at a meeting of the Members at which a quorum is present shall be the act of the Members.
(b) Meetings of the Members may be held at such place or places as shall be determined from time to time by resolution of the Majority Members. At all meetings of the Members, business shall be transacted in such order as shall from time to time be determined by resolution of the Majority Members. Regular meetings of the Members shall be held at such times and places as shall be designated from time to time by resolution of the Majority Members. Notice of such meetings shall not be required. Special meetings of the Members may be called by the Majority Members, and notice of such meeting need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law.
4.4 Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Majority Members. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting.
4.5 Conflicts of Interest. Each Member and officer of the Company at any time and from time to time may engage in and own interests in other business ventures of any and every type and description, independently or with others (including ones in competition with the Company) with no obligation to offer to the Company or any other Member or officer the right to participate therein. The Company may transact business with any Member, officer or affiliate
thereof provided that the terms of those transactions are no less favorable than those the Company could obtain from unrelated third parties.
4.6 Officers.
(a) The Majority Members may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the State of Delaware, or a Member. Any officers so designated shall have such authority and perform such duties as the Majority Members may, from time to time, delegate to them. The Majority Members may assign titles to particular officers. Unless the Majority Members otherwise decides, if the title is one commonly used for officers of a corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office of a corporation. Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Majority Members.
(b) Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Majority Members. Any officer may be removed as such, either with or without cause, by the Majority Members. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Majority Members.
ARTICLE V
INDEMNIFICATION
5.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a Covered Person and collectively, the Covered Persons) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.
5.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or
investigative (Claims), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 5.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Persons rights to indemnification hereunder or (B) was authorized or consented to by the Board. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 5.2.
5.3 Amendments. Any repeal or modification of this Article V by the Members shall not adversely affect any rights of such Covered Person pursuant to this Article V, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
ARTICLE VI
TAXES AND BOOKS
6.1 Tax Returns. The Majority Members shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making any elections the Majority Members may deem appropriate and in the best interests of the Members.
6.2 Books. The Company shall keep books and records of accounts and shall keep minutes of the proceedings of its Members. The calendar year shall be the accounting year of the Company.
ARTICLE VII
TRANSFERS
7.1 Assignment by Members. No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Members Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.
7.2 Void Assignment. Any sale, exchange or other transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party.
7.3 Substituted Member.
(a) An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right.
(b) Upon the admission of a substituted Member, Schedule A attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company.
7.4 Effect of Assignment.
(a) Any Member who shall assign any Units or other interest in the Company shall cease to be a Member of the Company with respect to such Units or other interest and shall no longer have any rights or privileges of a Member with respect to such Units or other interest.
(b) Any Person who acquires in any manner whatsoever any Units or other interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all the terms and conditions of this Agreement that any predecessor in such Units or other interest in the Company of such Person was subject to or by which such predecessor was bound.
7.5 Effect of Incapacity. Except as otherwise provided herein, the Incapacity of a Member shall not dissolve or terminate the Company. In the event of such Incapacity, the executor, administrator, guardian, trustee or other personal representative of the Incapacitated Member shall be deemed to be the assignee of such Members Units or other interests in the Company and may, subject to Section 7.1, become a substituted Member upon the terms and conditions set forth in Section 7.3.
ARTICLE VIII
DISSOLUTION, LIQUIDATION AND TERMINATION
8.1 Dissolution. The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:
(a) the written consent of the Majority Members; and
(b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or
(c) on the date set forth in the Certificate.
8.2 Liquidation and Termination. On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final
distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows:
(a) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and
(b) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).
All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Companys property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.
8.3 Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.
ARTICLE IX
GENERAL PROVISIONS
9.1 Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the address given for that Member on Schedule A, or such other address as that Member may specify by notice to the other Members. Whenever any notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
9.2 Entire Agreement. This Agreement constitutes the entire agreement of the Members and their affiliates relating to the Company and supersedes all prior contracts or agreements among the Members with respect to the Company, whether oral or written.
9.3 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.
9.4 Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument executed and agreed to by the Majority Members.
9.5 Binding Effect. Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement is binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.
9.6 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.
9.7 Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
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IN WITNESS WHEREOF, the Sole Member has executed this Agreement as of the date first set forth above.
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GREEN MOUNTAIN ENERGY COMPANY | |
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Christopher S. Sotos |
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Vice President, Treasury |
Exhibit 3.81
Form 205 (Revised 01/06)
Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512 463-5709 Filing Fee: $300 |
[Seal]
Certificate of Formation Limited Liability Company
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This space reserved for office use.
FILED In the Office of the Secretary of State of Texas
FEB 08 2006 Corporations Section
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Article 1 Entity Name and Type
The filing entity being formed is a limited liability company. The name of the entity is:
Lone Star A/C & Appliance Repair, LLC
The name must contain the words limited liability company, limited company, or an abbreviation of one of these phrases.
Article 2 Registered Agent and Registered Office
(Select and complete either A or B and complete C)
o A. The initial registered agent is an organization (cannot be entity named above) by the name of:
OR
x B. The initial registered agent is an individual resident of the state whose name is set forth below:
Robert |
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C. The business address of the registered agent and the registered office address is:
2990 Richmond Ave, Ste 530 |
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Article 3Governing Authority
(Select and complete either A or B and provide the name and address of each governing person.)
o A. The limited liability company will have managers. The name and address of each initial manager are set forth below.
x B. The limited liability company will not have managers. The company will be governed by its members, and the name and address of each initial member are set forth below.
NAME OF GOVERNING PERSON (Enter the name of either an individual or an organization, but not both.) | |||
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2990 Richmond Ave, Ste 530 |
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NAME OF GOVERNING PERSON (Enter the name of either an individual or an organization, but not both.) | |||
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Article 4 Purpose
The purpose for which the company is formed is for the transaction of any and all lawful purposes for which a limited liability company may be organized under the Texas Business Organizations Code.
Supplemental Provisions/Information
Text Area: [The attached addendum, if any, is incorporated herein by reference.]
Organizer
The name and address of the organizer: |
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Robert White |
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2990 Richmond Ave, Ste 530 |
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Effectiveness of Filing (Select either A, B, or C.)
A. x This document becomes effective when the document is filed by the secretary of state.
B. o This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:
C. o This document takes effect upon the occurrence of the future event or fact, other than the passage of time. The 90th day after the date of signing is:
The following event or fact will cause the document to take effect in the manner described below:
Execution
The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.
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02/08/06 |
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/s/ Robert White | |
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Signature of organizer |
Exhibit 3.82
LIMITED LIABILITY COMPANY AGREEMENT
OF
LONE STAR A/C & APPLIANCE REPAIR, LLC
a Texas Limited Liability Company
THIS LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of Lone Star A/C & Appliance Repair, LLC (the Company), dated as of December 31, 2012 is adopted by, and executed and agreed to, for good and valuable consideration, by the Sole Member of the Company, NRG Home Solutions LLC, a Texas limited liability company.
WHEREAS, articles of organization for Lone Star A/C & Appliance Repair, LLC (the Company), have been filed with the Secretary of State of the State of Texas; and
WHEREAS, it is desired that the orderly management of the affairs of the Company be provided for;
NOW, THEREFORE, it is agreed as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. As used in this Agreement, the following terms have the following meanings:
Act means the Texas Limited Liability Company Act and any successor statute, as amended from time to time.
Agreement has the meaning given that term in the introductory paragraph.
Capital Contribution means the aggregate contribution by a Member to the capital of the Company.
Certificate has the meaning given that term in Section 2.1.
Company means Lone Star A/C & Appliance Repair, LLC, a Texas limited liability company.
Dispose, Disposed, Disposing or Disposition means a sale, assignment, transfer, exchange or other disposition (including, without limitation, by operation of law); provided, however, that this definition does not include the granting and/ or perfection of a security interest lien or encumbrance.
Incapacity or Incapacitated means (a) with respect to a natural person, the bankruptcy, death, incompetency or insanity of such person and (b) with respect to any other Person, the bankruptcy, liquidation, dissolution or termination of such Person.
Majority Members means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.
Member means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person who has ceased to be a member of the Company.
Person means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.
Proceeding has the meaning given such term in Section 5.1.
Units means the units of each Member representing such Members interest in the income, gains, losses, deductions and expenses of the Company as set forth on Schedule A hereto, as amended from time to time in accordance with the terms of this Agreement.
1.2 Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules are to Schedules attached hereto, each of which is made a part hereof for all purposes.
ARTICLE II
ORGANIZATION
2.1 Formation. The Company has been organized as a Texas limited liability company by the filing of a Certificate of Formation (the Certificate) under and pursuant to the Act.
2.2 Name. The name of the Company is Lone Star A/C & Appliance Repair, LLC and all Company business shall be conducted in that name or such other names that comply with applicable law as the Majority Members may select from time to time.
2.3 Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Texas shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Majority Members may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Texas shall be the initial registered agent named in the Certificate or such other Person or Persons as the Majority Members may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Majority Members may designate from time to time, which need not be in the State of Texas.
2.4 Purposes. The purposes of the Company are to engage in any business or activity that is not prohibited by the Act or the laws of the jurisdictions in which the Company engages in such business or activity.
2.5 Foreign Qualification. Prior to the Companys conducting business in any jurisdiction other than Texas, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.
2.6 Term. The term of the Company commenced on the date the original certificate of formation was filed with the office of the Secretary of State of Texas and shall continue in existence until termination and dissolution thereof as determined under Section 8.1 of this Agreement.
2.7 No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.
2.8 Unit Certificates. The number of authorized Units shall initially be one thousand (1,000). Units may be represented by one or more certificates in such form as the Majority Members may from time to time approve, and shall be subject to such rules for the issuance thereof as the Majority Members may from time to time determine.
2.9 All Interests shall be Securities. All interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code and shall be evidenced by certificates. The certificated interests shall be in registered form within the meaning of Article 8 of the Uniform Commercial Code.
ARTICLE III
MEMBERS, UNITS AND DISTRIBUTIONS
3.1 Members.
(a) The names, residence, business or mailing addresses and the Units of the Members are set forth in Schedule A, as amended from time to time in accordance with the terms of this Agreement.
(b) No Member, as such, shall be required to lend any funds to the Company or to make any additional contribution of capital to the Company, except as otherwise required by applicable law or by this Agreement. Any Member may, with the approval of the Majority Members, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a Capital Contribution.
(c) Each Member shall execute a counterpart of this Agreement, and when a Person is admitted as a Member, such Person shall execute a counterpart of this Agreement and such Person shall be listed as a Member on Schedule A with such Members address and Units.
3.2 Liability of Members. Except as otherwise required by applicable law and as explicitly set forth in this Agreement, no Member shall have any personal liability whatsoever in its capacity as a Member, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company, and therefore, a Member shall be liable only to make Capital Contributions to the Company and the other payments as provided herein. To the extent that, at law or in equity, a Member or other Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or another Person, such Member or other Person acting in accordance with this Agreement shall not be liable to the Company or any other Member for its good faith reliance on the provisions of this Agreement.
3.3 Member Units. Each Members interest in the Company, including such Members interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by such Member.
3.4 Issuance of Additional Units and Interests. The Majority Members shall have the right to cause the Company to create and issue or sell: (i) additional Units or other interests in the Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company. Upon the acquisition of any Units or other interests in the Company by a Person who is not a Member, such Person shall execute and deliver a counterpart of this Agreement and shall become a Member hereunder, and Schedule A hereto shall be amended to reflect such issuance and new Member.
3.5 Distributions. Subject to the provision of the Act, the Majority Members shall have sole discretion regarding the amounts and timing of distributions to Members, in each case subject to the retention of, or payment to third parties of, such funds as it deems necessary with respect to the reasonable business needs of the Company which shall include (but not by way of limitation) the payment or the making of provision for the payment when due of Company obligations, including the payment of any management or administrative fees and expenses or any other obligations.
ARTICLE IV
MANAGEMENT
4.1 Management by the Members. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Majority Members, and the Majority Members shall make all decisions and take all actions for the Company.
4.2 Actions by Members; Delegation of Authority and Duties.
(a) In managing the business and affairs of the Company and exercising its powers, the Majority Members shall act through (i) meetings and written consents pursuant to Sections 4.3 and 4.4, and (ii) any Person to whom authority and duties have been delegated pursuant to Section 4.2(b).
(b) The Majority Members may, from time to time, delegate to one or more Persons such authority and duties as the Majority Members may deem advisable. In addition, the Majority Members may assign titles (including, without limitation, chairman, chief executive officer, president, vice president, secretary, assistant secretary, treasurer and assistant treasurer) to any such Persons and delegate to such other individuals certain authority and duties. Any number of titles may be held by the same individual. Any delegation pursuant to this Section 4.2(b) may be revoked at any time by the Majority Members.
4.3 Meetings.
(a) The Majority Members shall constitute a quorum for the transaction of business of the Company, and except as otherwise provided in this Agreement, the act of the Majority Members present at a meeting of the Members at which a quorum is present shall be the act of the Members.
(b) Meetings of the Members may be held at such place or places as shall be determined from time to time by resolution of the Majority Members. At all meetings of the Members, business shall be transacted in such order as shall from time to time be determined by resolution of the Majority Members. Regular meetings of the Members shall be held at such times and places as shall be designated from time to time by resolution of the Majority Members. Notice of such meetings shall not be required. Special meetings of the Members may be called by the Majority Members, and notice of such meeting need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law.
4.4 Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Majority Members. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Texas, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, the
Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting.
4.5 Conflicts of Interest. Each Member and officer of the Company at any time and from time to time may engage in and own interests in other business ventures of any and every type and description, independently or with others (including ones in competition with the Company) with no obligation to offer to the Company or any other Member or officer the right to participate therein. The Company may transact business with any Member, officer or affiliate thereof provided that the terms of those transactions are no less favorable than those the Company could obtain from unrelated third parties.
4.6 Officers.
(a) The Majority Members may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the State of Texas, or a Member. Any officers so designated shall have such authority and perform such duties as the Majority Members may, from time to time, delegate to them. The Majority Members may assign titles to particular officers. Unless the Majority Members otherwise decides, if the title is one commonly used for officers of a corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office of a corporation. Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Majority Members.
(b) Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Majority Members. Any officer may be removed as such, either with or without cause, by the Majority Members. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Majority Members.
ARTICLE V
INDEMNIFICATION
5.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a Covered Person and collectively, the Covered Persons) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in
relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.
5.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (Claims), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 5.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Persons rights to indemnification hereunder or (B) was authorized or consented to by the Board. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 5.2.
5.3 Amendments. Any repeal or modification of this Article V by the Members shall not adversely affect any rights of such Covered Person pursuant to this Article V, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
ARTICLE VI
TAXES AND BOOKS
6.1 Tax Returns. The Majority Members shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making any elections the Majority Members may deem appropriate and in the best interests of the Members.
6.2 Books. The Company shall keep books and records of accounts and shall keep minutes of the proceedings of its Members. The calendar year shall be the accounting year of the Company.
ARTICLE VII
TRANSFERS
7.1 Assignment by Members. No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Members Units or other
interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.
7.2 Void Assignment. Any sale, exchange or other transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party.
7.3 Substituted Member.
(a) An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right.
(b) Upon the admission of a substituted Member, Schedule A attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company.
7.4 Effect of Assignment.
(a) Any Member who shall assign any Units or other interest in the Company shall cease to be a Member of the Company with respect to such Units or other interest and shall no longer have any rights or privileges of a Member with respect to such Units or other interest.
(b) Any Person who acquires in any manner whatsoever any Units or other interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all the terms and conditions of this Agreement that any predecessor in such Units or other interest in the Company of such Person was subject to or by which such predecessor was bound.
7.5 Effect of Incapacity. Except as otherwise provided herein, the Incapacity of a Member shall not dissolve or terminate the Company. In the event of such Incapacity, the executor, administrator, guardian, trustee or other personal representative of the Incapacitated Member shall be deemed to be the assignee of such Members Units or other interests in the Company and may, subject to Section 7.1, become a substituted Member upon the terms and conditions set forth in Section 7.3.
ARTICLE VIII
DISSOLUTION, LIQUIDATION AND TERMINATION
8.1 Dissolution. The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:
(a) the written consent of the Majority Members; and
(b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or
(c) on the date set forth in the Certificate.
8.2 Liquidation and Termination. On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows:
(a) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and
(b) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).
All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Companys property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.
8.3 Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Texas, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.
ARTICLE IX
GENERAL PROVISIONS
9.1 Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission;
and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the address given for that Member on Schedule A, or such other address as that Member may specify by notice to the other Members. Whenever any notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
9.2 Entire Agreement. This Agreement constitutes the entire agreement of the Members and their affiliates relating to the Company and supersedes all prior contracts or agreements among the Members with respect to the Company, whether oral or written.
9.3 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.
9.4 Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument executed and agreed to by the Majority Members.
9.5 Binding Effect. Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement is binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.
9.6 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.
9.7 Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
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IN WITNESS WHEREOF, the Sole Member has executed this Agreement as of the date first set forth above.
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SOLE MEMBER: | |
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NRG HOME SOLUTIONS LLC | |
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Its: Sole Member | |
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By: |
/s/ Chrisoula Manoussakis |
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Chrisoula Manoussakis |
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Assistant Secretary |
Exhibit 3.125 | ||
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State of Delaware |
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Secretary of State |
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Division of Corporations |
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Delivered 05:09 PM 03/14/2012 |
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FILED 04:24 PM 03/14/2012 |
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SRV 120311870 - 5124327 FILE |
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CERTIFICATE OF FORMATION
OF
NRG DISPATCH SERVICES LLC
1. Name: The name of the limited liability company is NRG Dispatch Services LLC.
2. Registered Office: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
3. Organizer: The name and address of the sole organizer of the limited liability company is Lynne Przychodzki, NRG Energy, Inc., 211 Carnegie Center, Princeton, NJ 08540.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of NRG Dispatch Services LLC this 14th day of March, 2012.
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/s/ Lynne Przychodzki |
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Lynne Przychodzki |
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Authorized Person |
Exhibit 3.126
LIMITED LIABILITY COMPANY AGREEMENT
OF
NRG DISPATCH SERVICES LLC
a Delaware Limited Liability Company
THIS LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of NRG Dispatch Services LLC (the Company), dated as of March 14, 2012 is adopted by, and executed and agreed to, for good and valuable consideration, by the Sole Member of the Company, NRG Home & Business Solutions LLC., a Delaware limited liability company.
ARTICLE I
DEFINITIONS
1.1 Definitions. As used in this Agreement, the following terms have the following meanings:
Act means the Delaware Limited Liability Company Act and any successor statute, as amended from time to time.
Agreement has the meaning given that term in the introductory paragraph.
Capital Contribution means the aggregate contribution by a Member to the capital of the Company.
Certificate has the meaning given that term in Section 2.1.
Company means NRG Dispatch Services LLC, a Delaware limited liability company.
Dispose, Disposed, Disposing or Disposition means a sale, assignment, transfer, exchange or other disposition (including, without limitation, by operation of law); provided, however, that this definition does not include the granting and/ or perfection of a security interest lien or encumbrance.
Incapacity or Incapacitated means (a) with respect to a natural person, the bankruptcy, death, incompetency or insanity of such person and (b) with respect to any other Person, the bankruptcy, liquidation, dissolution or termination of such Person.
Majority Members means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.
Member means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person who has ceased to be a member of the Company.
Person means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.
Proceeding has the meaning given such term in Section 5.1.
Units means the units of each Member representing such Members interest in the income, gains, losses, deductions and expenses of the Company as set forth on Schedule A hereto, as amended from time to time in accordance with the terms of this Agreement.
1.2 Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules are to Schedules attached hereto, each of which is made a part hereof for all purposes.
ARTICLE II
ORGANIZATION
2.1 Formation. The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation (the Certificate) under and pursuant to the Act.
2.2 Name. The name of the Company is NRG Dispatch Services LLC and all Company business shall be conducted in that name or such other names that comply with applicable law as the Majority Members may select from time to time.
2.3 Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Majority Members may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Majority Members may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Majority Members may designate from time to time, which need not be in the State of Delaware.
2.4 Purposes. The purposes of the Company are to engage in any business or activity that is not prohibited by the Act or the laws of the jurisdictions in which the Company engages in such business or activity.
2.5 Foreign Qualification. Prior to the Companys conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.
2.6 Term. The term of the Company commenced on the date the original certificate of formation was filed with the office of the Secretary of State of Delaware and shall continue in existence until termination and dissolution thereof as determined under Section 8.1 of this Agreement.
2.7 No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.
2.8 Unit Certificates. The number of authorized Units shall initially be one thousand (1,000). Units may be represented by one or more certificates in such form as the Majority Members may from time to time approve, and shall be subject to such rules for the issuance thereof as the Majority Members may from time to time determine.
2.9 All Interests shall be Securities. All interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code and shall be evidenced by certificates. The certificated interests shall be in registered form within the meaning of Article 8 of the Uniform Commercial Code.
ARTICLE III
MEMBERS, UNITS AND DISTRIBUTIONS
3.1 Members.
(a) The names, residence, business or mailing addresses and the Units of the Members are set forth in Schedule A, as amended from time to time in accordance with the terms of this Agreement.
(b) No Member, as such, shall be required to lend any funds to the Company or to make any additional contribution of capital to the Company, except as otherwise required by applicable law or by this Agreement. Any Member may, with the approval of the Majority Members, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a Capital Contribution.
(c) Each Member shall execute a counterpart of this Agreement, and when a Person is admitted as a Member, such Person shall execute a counterpart of this Agreement and such Person shall be listed as a Member on Schedule A with such Members address and Units.
3.2 Liability of Members. Except as otherwise required by applicable law and as explicitly set forth in this Agreement, no Member shall have any personal liability whatsoever in its capacity as a Member, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company, and therefore, a Member shall be liable only to make Capital Contributions to the Company and the other payments as provided herein. To the extent that, at law or in equity, a Member or other Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or another Person, such Member or other Person acting in accordance with this Agreement shall not be liable to the Company or any other Member for its good faith reliance on the provisions of this Agreement.
3.3 Member Units. Each Members interest in the Company, including such Members interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by such Member.
3.4 Issuance of Additional Units and Interests. The Majority Members shall have the right to cause the Company to create and issue or sell: (i) additional Units or other interests in the Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company. Upon the acquisition of any Units or other interests in the Company by a Person who is not a Member, such Person shall execute and deliver a counterpart of this Agreement and shall become a Member hereunder, and Schedule A hereto shall be amended to reflect such issuance and new Member.
3.5 Distributions. Subject to the provision of the Act, the Majority Members shall have sole discretion regarding the amounts and timing of distributions to Members, in each case subject to the retention of, or payment to third parties of, such funds as it deems necessary with respect to the reasonable business needs of the Company which shall include (but not by way of limitation) the payment or the making of provision for the payment when due of Company obligations, including the payment of any management or administrative fees and expenses or any other obligations.
ARTICLE IV
MANAGEMENT
4.1 Management by the Members. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Majority Members, and the Majority Members shall make all decisions and take all actions for the Company.
4.2 Actions by Members; Delegation of Authority and Duties.
(a) In managing the business and affairs of the Company and exercising its powers, the Majority Members shall act through (i) meetings and written consents pursuant to
Sections 4.3 and 4.4, and (ii) any Person to whom authority and duties have been delegated pursuant to Section 4.2(b).
(b) The Majority Members may, from time to time, delegate to one or more Persons such authority and duties as the Majority Members may deem advisable. In addition, the Majority Members may assign titles (including, without limitation, chairman, chief executive officer, president, vice president, secretary, assistant secretary, treasurer and assistant treasurer) to any such Persons and delegate to such other individuals certain authority and duties. Any number of titles may be held by the same individual. Any delegation pursuant to this Section 4.2(b) may be revoked at any time by the Majority Members.
4.3 Meetings.
(a) The Majority Members shall constitute a quorum for the transaction of business of the Company, and except as otherwise provided in this Agreement, the act of the Majority Members present at a meeting of the Members at which a quorum is present shall be the act of the Members.
(b) Meetings of the Members may be held at such place or places as shall be determined from time to time by resolution of the Majority Members. At all meetings of the Members, business shall be transacted in such order as shall from time to time be determined by resolution of the Majority Members. Regular meetings of the Members shall be held at such times and places as shall be designated from time to time by resolution of the Majority Members. Notice of such meetings shall not be required. Special meetings of the Members may be called by the Majority Members, and notice of such meeting need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law.
4.4 Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Majority Members. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting.
4.5 Conflicts of Interest. Each Member and officer of the Company at any time and from time to time may engage in and own interests in other business ventures of any and every type and description, independently or with others (including ones in competition with the Company) with no obligation to offer to the Company or any other Member or officer the right to participate therein. The Company may transact business with any Member, officer or affiliate
thereof provided that the terms of those transactions are no less favorable than those the Company could obtain from unrelated third parties.
4.6 Officers.
(a) The Majority Members may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the State of Delaware, or a Member. Any officers so designated shall have such authority and perform such duties as the Majority Members may, from time to time, delegate to them. The Majority Members may assign titles to particular officers. Unless the Majority Members otherwise decides, if the title is one commonly used for officers of a corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office of a corporation. Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Majority Members.
(b) Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Majority Members. Any officer may be removed as such, either with or without cause, by the Majority Members. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Majority Members.
ARTICLE V
INDEMNIFICATION
5.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a Covered Person and collectively, the Covered Persons) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.
5.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or
investigative (Claims), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 5.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Persons rights to indemnification hereunder or (B) was authorized or consented to by the Board. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 5.2.
5.3 Amendments. Any repeal or modification of this Article V by the Members shall not adversely affect any rights of such Covered Person pursuant to this Article V, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
ARTICLE VI
TAXES AND BOOKS
6.1 Tax Returns. The Majority Members shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making any elections the Majority Members may deem appropriate and in the best interests of the Members.
6.2 Books. The Company shall keep books and records of accounts and shall keep minutes of the proceedings of its Members. The calendar year shall be the accounting year of the Company.
ARTICLE VII
TRANSFERS
7.1 Assignment by Members. No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Members Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.
7.2 Void Assignment. Any sale, exchange or other transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party.
7.3 Substituted Member.
(a) An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right.
(b) Upon the admission of a substituted Member, Schedule A attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company.
7.4 Effect of Assignment.
(a) Any Member who shall assign any Units or other interest in the Company shall cease to be a Member of the Company with respect to such Units or other interest and shall no longer have any rights or privileges of a Member with respect to such Units or other interest.
(b) Any Person who acquires in any manner whatsoever any Units or other interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all the terms and conditions of this Agreement that any predecessor in such Units or other interest in the Company of such Person was subject to or by which such predecessor was bound.
7.5 Effect of Incapacity. Except as otherwise provided herein, the Incapacity of a Member shall not dissolve or terminate the Company. In the event of such Incapacity, the executor, administrator, guardian, trustee or other personal representative of the Incapacitated Member shall be deemed to be the assignee of such Members Units or other interests in the Company and may, subject to Section 7.1, become a substituted Member upon the terms and conditions set forth in Section 7.3.
ARTICLE VIII
DISSOLUTION, LIQUIDATION AND TERMINATION
8.1 Dissolution. The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:
(a) the written consent of the Majority Members; and
(b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or
(c) on the date set forth in the Certificate.
8.2 Liquidation and Termination. On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final
distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows:
(a) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and
(b) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).
All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Companys property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.
8.3 Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.
ARTICLE IX
GENERAL PROVISIONS
9.1 Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the address given for that Member on Schedule A, or such other address as that Member may specify by notice to the other Members. Whenever any notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
9.2 Entire Agreement. This Agreement constitutes the entire agreement of the Members and their affiliates relating to the Company and supersedes all prior contracts or agreements among the Members with respect to the Company, whether oral or written.
9.3 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.
9.4 Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument executed and agreed to by the Majority Members.
9.5 Binding Effect. Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement is binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.
9.6 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.
9.7 Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
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IN WITNESS WHEREOF, the Sole Member has executed this Agreement as of the date first set forth above.
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SOLE MEMBER: | |
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NRG Home & Business Solutions LLC | |
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Its: Sole Member | |
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By: |
/s/ Lynne Przychodzki |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
Exhibit 3.139
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State of Delaware |
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Secretary of State |
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Division of Corporations |
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Delivered 05:53 PM 03/12/2012 |
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FILED 05:36 PM 03/12/2012 |
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SRV 120301912 - 5122891 FILE |
CERTIFICATE OF FORMATION
OF
NRG HOME & BUSINESS SOLUTIONS LLC
1. Name: The name of the limited liability company is NRG Home & Business Solutions LLC.
2. Registered Office: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
3. Organizer: The name and address of the sole organizer of the limited liability company is Lynne Przychodzki, NRG Energy, Inc., 211 Carnegie Center, Princeton, NJ 08540.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of NRG Home & Business Solutions LLC this 12th day of March, 2012.
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/s/ Lynne Przychodzki |
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Lynne Przychodzki |
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Authorized Person |
Exhibit 3.140
LIMITED LIABILITY COMPANY AGREEMENT
OF
NRG HOME & BUSINESS SOLUTIONS LLC
a Delaware Limited Liability Company
THIS LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of NRG Home & Business Solutions LLC (the Company), dated as of March 12, 2012 is adopted by, and executed and agreed to, for good and valuable consideration, by the Sole Member of the Company, NRG Energy, Inc., a Delaware limited liability company.
ARTICLE I
DEFINITIONS
1.1 Definitions. As used in this Agreement, the following terms have the following meanings:
Act means the Delaware Limited Liability Company Act and any successor statute, as amended from time to time.
Agreement has the meaning given that term in the introductory paragraph.
Capital Contribution means the aggregate contribution by a Member to the capital of the Company.
Certificate has the meaning given that term in Section 2.1.
Company means NRG Home & Business Solutions LLC, a Delaware limited liability company.
Dispose, Disposed, Disposing or Disposition means a sale, assignment, transfer, exchange or other disposition (including, without limitation, by operation of law); provided, however, that this definition does not include the granting and/ or perfection of a security interest lien or encumbrance.
Incapacity or Incapacitated means (a) with respect to a natural person, the bankruptcy, death, incompetency or insanity of such person and (b) with respect to any other Person, the bankruptcy, liquidation, dissolution or termination of such Person.
Majority Members means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.
Member means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person who has ceased to be a member of the Company.
Person means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.
Proceeding has the meaning given such term in Section 5.1.
Units means the units of each Member representing such Members interest in the income, gains, losses, deductions and expenses of the Company as set forth on Schedule A hereto, as amended from time to time in accordance with the terms of this Agreement.
1.2 Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules are to Schedules attached hereto, each of which is made a part hereof for all purposes.
ARTICLE II
ORGANIZATION
2.1 Formation. The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation (the Certificate) under and pursuant to the Act.
2.2 Name. The name of the Company is NRG Home & Business Solutions LLC and all Company business shall be conducted in that name or such other names that comply with applicable law as the Majority Members may select from time to time.
2.3 Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Majority Members may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Majority Members may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Majority Members may designate from time to time, which need not be in the State of Delaware.
2.4 Purposes. The purposes of the Company are to engage in any business or activity that is not prohibited by the Act or the laws of the jurisdictions in which the Company engages in such business or activity.
2.5 Foreign Qualification. Prior to the Companys conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.
2.6 Term. The term of the Company commenced on the date the original certificate of formation was filed with the office of the Secretary of State of Delaware and shall continue in existence until termination and dissolution thereof as determined under Section 8.1 of this Agreement.
2.7 No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.
2.8 Unit Certificates. The number of authorized Units shall initially be one thousand (1,000). Units may be represented by one or more certificates in such form as the Majority Members may from time to time approve, and shall be subject to such rules for the issuance thereof as the Majority Members may from time to time determine.
2.9 All Interests shall be Securities. All interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code and shall be evidenced by certificates. The certificated interests shall be in registered form within the meaning of Article 8 of the Uniform Commercial Code.
ARTICLE III
MEMBERS, UNITS AND DISTRIBUTIONS
3.1 Members.
(a) The names, residence, business or mailing addresses and the Units of the Members are set forth in Schedule A, as amended from time to time in accordance with the terms of this Agreement.
(b) No Member, as such, shall be required to lend any funds to the Company or to make any additional contribution of capital to the Company, except as otherwise required by applicable law or by this Agreement. Any Member may, with the approval of the Majority Members, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a Capital Contribution.
(c) Each Member shall execute a counterpart of this Agreement, and when a Person is admitted as a Member, such Person shall execute a counterpart of this Agreement and such Person shall be listed as a Member on Schedule A with such Members address and Units.
3.2 Liability of Members. Except as otherwise required by applicable law and as explicitly set forth in this Agreement, no Member shall have any personal liability whatsoever in its capacity as a Member, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company, and therefore, a Member shall be liable only to make Capital Contributions to the Company and the other payments as provided herein. To the extent that, at law or in equity, a Member or other Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or another Person, such Member or other Person acting in accordance with this Agreement shall not be liable to the Company or any other Member for its good faith reliance on the provisions of this Agreement.
3.3 Member Units. Each Members interest in the Company, including such Members interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by such Member.
3.4 Issuance of Additional Units and Interests. The Majority Members shall have the right to cause the Company to create and issue or sell: (i) additional Units or other interests in the Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company. Upon the acquisition of any Units or other interests in the Company by a Person who is not a Member, such Person shall execute and deliver a counterpart of this Agreement and shall become a Member hereunder, and Schedule A hereto shall be amended to reflect such issuance and new Member.
3.5 Distributions. Subject to the provision of the Act, the Majority Members shall have sole discretion regarding the amounts and timing of distributions to Members, in each case subject to the retention of, or payment to third parties of, such funds as it deems necessary with respect to the reasonable business needs of the Company which shall include (but not by way of limitation) the payment or the making of provision for the payment when due of Company obligations, including the payment of any management or administrative fees and expenses or any other obligations.
ARTICLE IV
MANAGEMENT
4.1 Management by the Members. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Majority Members, and the Majority Members shall make all decisions and take all actions for the Company.
4.2 Actions by Members; Delegation of Authority and Duties.
(a) In managing the business and affairs of the Company and exercising its powers, the Majority Members shall act through (i) meetings and written consents pursuant to
Sections 4.3 and 4.4, and (ii) any Person to whom authority and duties have been delegated pursuant to Section 4.2(b).
(b) The Majority Members may, from time to time, delegate to one or more Persons such authority and duties as the Majority Members may deem advisable. In addition, the Majority Members may assign titles (including, without limitation, chairman, chief executive officer, president, vice president, secretary, assistant secretary, treasurer and assistant treasurer) to any such Persons and delegate to such other individuals certain authority and duties. Any number of titles may be held by the same individual. Any delegation pursuant to this Section 4.2(b) may be revoked at any time by the Majority Members.
4.3 Meetings.
(a) The Majority Members shall constitute a quorum for the transaction of business of the Company, and except as otherwise provided in this Agreement, the act of the Majority Members present at a meeting of the Members at which a quorum is present shall be the act of the Members.
(b) Meetings of the Members may be held at such place or places as shall be determined from time to time by resolution of the Majority Members. At all meetings of the Members, business shall be transacted in such order as shall from time to time be determined by resolution of the Majority Members. Regular meetings of the Members shall be held at such times and places as shall be designated from time to time by resolution of the Majority Members. Notice of such meetings shall not be required. Special meetings of the Members may be called by the Majority Members, and notice of such meeting need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law.
4.4 Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Majority Members. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting.
4.5 Conflicts of Interest. Each Member and officer of the Company at any time and from time to time may engage in and own interests in other business ventures of any and every type and description, independently or with others (including ones in competition with the Company) with no obligation to offer to the Company or any other Member or officer the right to participate therein. The Company may transact business with any Member, officer or affiliate
thereof provided that the terms of those transactions are no less favorable than those the Company could obtain from unrelated third parties.
4.6 Officers.
(a) The Majority Members may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the State of Delaware, or a Member. Any officers so designated shall have such authority and perform such duties as the Majority Members may, from time to time, delegate to them. The Majority Members may assign titles to particular officers. Unless the Majority Members otherwise decides, if the title is one commonly used for officers of a corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office of a corporation. Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Majority Members.
(b) Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Majority Members. Any officer may be removed as such, either with or without cause, by the Majority Members. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Majority Members.
ARTICLE V
INDEMNIFICATION
5.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a Covered Person and collectively, the Covered Persons) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.
5.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or
investigative (Claims), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 5.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Persons rights to indemnification hereunder or (B) was authorized or consented to by the Board. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 5.2.
5.3 Amendments. Any repeal or modification of this Article V by the Members shall not adversely affect any rights of such Covered Person pursuant to this Article V, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
ARTICLE VI
TAXES AND BOOKS
6.1 Tax Returns. The Majority Members shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making any elections the Majority Members may deem appropriate and in the best interests of the Members.
6.2 Books. The Company shall keep books and records of accounts and shall keep minutes of the proceedings of its Members. The calendar year shall be the accounting year of the Company.
ARTICLE VII
TRANSFERS
7.1 Assignment by Members. No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Members Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.
7.2 Void Assignment. Any sale, exchange or other transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party.
7.3 Substituted Member.
(a) An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right.
(b) Upon the admission of a substituted Member, Schedule A attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company.
7.4 Effect of Assignment.
(a) Any Member who shall assign any Units or other interest in the Company shall cease to be a Member of the Company with respect to such Units or other interest and shall no longer have any rights or privileges of a Member with respect to such Units or other interest.
(b) Any Person who acquires in any manner whatsoever any Units or other interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all the terms and conditions of this Agreement that any predecessor in such Units or other interest in the Company of such Person was subject to or by which such predecessor was bound.
7.5 Effect of Incapacity. Except as otherwise provided herein, the Incapacity of a Member shall not dissolve or terminate the Company. In the event of such Incapacity, the executor, administrator, guardian, trustee or other personal representative of the Incapacitated Member shall be deemed to be the assignee of such Members Units or other interests in the Company and may, subject to Section 7.1, become a substituted Member upon the terms and conditions set forth in Section 7.3.
ARTICLE VIII
DISSOLUTION, LIQUIDATION AND TERMINATION
8.1 Dissolution. The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:
(a) the written consent of the Majority Members; and
(b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or
(c) on the date set forth in the Certificate.
8.2 Liquidation and Termination. On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final
distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows:
(a) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and
(b) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).
All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Companys property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.
8.3 Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.
ARTICLE IX
GENERAL PROVISIONS
9.1 Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the address given for that Member on Schedule A, or such other address as that Member may specify by notice to the other Members. Whenever any notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
9.2 Entire Agreement. This Agreement constitutes the entire agreement of the Members and their affiliates relating to the Company and supersedes all prior contracts or agreements among the Members with respect to the Company, whether oral or written.
9.3 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.
9.4 Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument executed and agreed to by the Majority Members.
9.5 Binding Effect. Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement is binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.
9.6 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.
9.7 Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
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IN WITNESS WHEREOF, the Sole Member has executed this Agreement as of the date first set forth above.
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SOLE MEMBER: | |
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NRG Energy, Inc. | |
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Its: Sole Member | |
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By: |
/s/ Lynne Przychodzki |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
Exhibit 3.141
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State of Delaware |
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Secretary of State |
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Division of Corporations |
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Delivered 03:27 PM 12/13/2012 |
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FILED 03:24 PM 12/13/2012 |
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SRV 121337056 - 5255671 FILE |
CERTIFICATE OF FORMATION
OF
NRG HOME SOLUTIONS LLC
1. Name: The name of the limited liability company is NRG Home Solutions LLC.
2. Registered Office: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
3. Organizer: The name and address of the sole organizer of the limited liability company is Chrisoula Manoussakis, NRG Energy, Inc., 211 Carnegie Center, Princeton, NJ 08540.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of NRG Home Solutions LLC this 13th day of December, 2012.
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/s/ Chrisoula Manoussakis |
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Chrisoula Manoussakis |
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Authorized Person |
Exhibit 3.142
LIMITED LIABILITY COMPANY AGREEMENT
OF
NRG HOME SOLUTIONS LLC
a Delaware Limited Liability Company
THIS LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of NRG Home Solutions LLC (the Company), dated as of December 13, 2012 is adopted by, and executed and agreed to, for good and valuable consideration, by the Sole Member of the Company, NRG Home & Business Solutions LLC, a Delaware limited liability company.
ARTICLE I
DEFINITIONS
1.1 Definitions. As used in this Agreement, the following terms have the following meanings:
Act means the Delaware Limited Liability Company Act and any successor statute, as amended from time to time.
Agreement has the meaning given that term in the introductory paragraph.
Capital Contribution means the aggregate contribution by a Member to the capital of the Company.
Certificate has the meaning given that term in Section 2.1.
Company means NRG Home Solutions LLC, a Delaware limited liability company.
Dispose, Disposed, Disposing or Disposition means a sale, assignment, transfer, exchange or other disposition (including, without limitation, by operation of law); provided, however, that this definition does not include the granting and/ or perfection of a security interest lien or encumbrance.
Incapacity or Incapacitated means (a) with respect to a natural person, the bankruptcy, death, incompetency or insanity of such person and (b) with respect to any other Person, the bankruptcy, liquidation, dissolution or termination of such Person.
Majority Members means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.
Member means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person who has ceased to be a member of the Company.
Person means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.
Proceeding has the meaning given such term in Section 5.1.
Units means the units of each Member representing such Members interest in the income, gains, losses, deductions and expenses of the Company as set forth on Schedule A hereto, as amended from time to time in accordance with the terms of this Agreement.
1.2 Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules are to Schedules attached hereto, each of which is made a part hereof for all purposes.
ARTICLE II
ORGANIZATION
2.1 Formation. The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation (the Certificate) under and pursuant to the Act.
2.2 Name. The name of the Company is NRG Home Solutions LLC and all Company business shall be conducted in that name or such other names that comply with applicable law as the Majority Members may select from time to time.
2.3 Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Majority Members may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Majority Members may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Majority Members may designate from time to time, which need not be in the State of Delaware.
2.4 Purposes. The purposes of the Company are to engage in any business or activity that is not prohibited by the Act or the laws of the jurisdictions in which the Company engages in such business or activity.
2.5 Foreign Qualification. Prior to the Companys conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.
2.6 Term. The term of the Company commenced on the date the original certificate of formation was filed with the office of the Secretary of State of Delaware and shall continue in existence until termination and dissolution thereof as determined under Section 8.1 of this Agreement.
2.7 No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.
2.8 Unit Certificates. The number of authorized Units shall initially be one thousand (1,000). Units may be represented by one or more certificates in such form as the Majority Members may from time to time approve, and shall be subject to such rules for the issuance thereof as the Majority Members may from time to time determine.
2.9 All Interests shall be Securities. All interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code and shall be evidenced by certificates. The certificated interests shall be in registered form within the meaning of Article 8 of the Uniform Commercial Code.
ARTICLE III
MEMBERS, UNITS AND DISTRIBUTIONS
3.1 Members.
(a) The names, residence, business or mailing addresses and the Units of the Members are set forth in Schedule A, as amended from time to time in accordance with the terms of this Agreement.
(b) No Member, as such, shall be required to lend any funds to the Company or to make any additional contribution of capital to the Company, except as otherwise required by applicable law or by this Agreement. Any Member may, with the approval of the Majority Members, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a Capital Contribution.
(c) Each Member shall execute a counterpart of this Agreement, and when a Person is admitted as a Member, such Person shall execute a counterpart of this Agreement and such Person shall be listed as a Member on Schedule A with such Members address and Units.
3.2 Liability of Members. Except as otherwise required by applicable law and as explicitly set forth in this Agreement, no Member shall have any personal liability whatsoever in its capacity as a Member, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company, and therefore, a Member shall be liable only to make Capital Contributions to the Company and the other payments as provided herein. To the extent that, at law or in equity, a Member or other Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or another Person, such Member or other Person acting in accordance with this Agreement shall not be liable to the Company or any other Member for its good faith reliance on the provisions of this Agreement.
3.3 Member Units. Each Members interest in the Company, including such Members interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by such Member.
3.4 Issuance of Additional Units and Interests. The Majority Members shall have the right to cause the Company to create and issue or sell: (i) additional Units or other interests in the Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company. Upon the acquisition of any Units or other interests in the Company by a Person who is not a Member, such Person shall execute and deliver a counterpart of this Agreement and shall become a Member hereunder, and Schedule A hereto shall be amended to reflect such issuance and new Member.
3.5 Distributions. Subject to the provision of the Act, the Majority Members shall have sole discretion regarding the amounts and timing of distributions to Members, in each case subject to the retention of, or payment to third parties of, such funds as it deems necessary with respect to the reasonable business needs of the Company which shall include (but not by way of limitation) the payment or the making of provision for the payment when due of Company obligations, including the payment of any management or administrative fees and expenses or any other obligations.
ARTICLE IV
MANAGEMENT
4.1 Management by the Members. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Majority Members, and the Majority Members shall make all decisions and take all actions for the Company.
4.2 Actions by Members; Delegation of Authority and Duties.
(a) In managing the business and affairs of the Company and exercising its powers, the Majority Members shall act through (i) meetings and written consents pursuant to
Sections 4.3 and 4.4, and (ii) any Person to whom authority and duties have been delegated pursuant to Section 4.2(b).
(b) The Majority Members may, from time to time, delegate to one or more Persons such authority and duties as the Majority Members may deem advisable. In addition, the Majority Members may assign titles (including, without limitation, chairman, chief executive officer, president, vice president, secretary, assistant secretary, treasurer and assistant treasurer) to any such Persons and delegate to such other individuals certain authority and duties. Any number of titles may be held by the same individual. Any delegation pursuant to this Section 4.2(b) may be revoked at any time by the Majority Members.
4.3 Meetings.
(a) The Majority Members shall constitute a quorum for the transaction of business of the Company, and except as otherwise provided in this Agreement, the act of the Majority Members present at a meeting of the Members at which a quorum is present shall be the act of the Members.
(b) Meetings of the Members may be held at such place or places as shall be determined from time to time by resolution of the Majority Members. At all meetings of the Members, business shall be transacted in such order as shall from time to time be determined by resolution of the Majority Members. Regular meetings of the Members shall be held at such times and places as shall be designated from time to time by resolution of the Majority Members. Notice of such meetings shall not be required. Special meetings of the Members may be called by the Majority Members, and notice of such meeting need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law.
4.4 Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Majority Members. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting.
4.5 Conflicts of Interest. Each Member and officer of the Company at any time and from time to time may engage in and own interests in other business ventures of any and every type and description, independently or with others (including ones in competition with the Company) with no obligation to offer to the Company or any other Member or officer the right to participate therein. The Company may transact business with any Member, officer or affiliate
thereof provided that the terms of those transactions are no less favorable than those the Company could obtain from unrelated third parties.
4.6 Officers.
(a) The Majority Members may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the State of Delaware, or a Member. Any officers so designated shall have such authority and perform such duties as the Majority Members may, from time to time, delegate to them. The Majority Members may assign titles to particular officers. Unless the Majority Members otherwise decides, if the title is one commonly used for officers of a corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office of a corporation. Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Majority Members.
(b) Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Majority Members. Any officer may be removed as such, either with or without cause, by the Majority Members. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Majority Members.
ARTICLE V
INDEMNIFICATION
5.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a Covered Person and collectively, the Covered Persons) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.
5.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or
investigative (Claims), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 5.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Persons rights to indemnification hereunder or (B) was authorized or consented to by the Board. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 5.2.
5.3 Amendments. Any repeal or modification of this Article V by the Members shall not adversely affect any rights of such Covered Person pursuant to this Article V, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
ARTICLE VI
TAXES AND BOOKS
6.1 Tax Returns. The Majority Members shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making any elections the Majority Members may deem appropriate and in the best interests of the Members.
6.2 Books. The Company shall keep books and records of accounts and shall keep minutes of the proceedings of its Members. The calendar year shall be the accounting year of the Company.
ARTICLE VII
TRANSFERS
7.1 Assignment by Members. No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Members Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.
7.2 Void Assignment. Any sale, exchange or other transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party.
7.3 Substituted Member.
(a) An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right.
(b) Upon the admission of a substituted Member, Schedule A attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company.
7.4 Effect of Assignment.
(a) Any Member who shall assign any Units or other interest in the Company shall cease to be a Member of the Company with respect to such Units or other interest and shall no longer have any rights or privileges of a Member with respect to such Units or other interest.
(b) Any Person who acquires in any manner whatsoever any Units or other interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all the terms and conditions of this Agreement that any predecessor in such Units or other interest in the Company of such Person was subject to or by which such predecessor was bound.
7.5 Effect of Incapacity. Except as otherwise provided herein, the Incapacity of a Member shall not dissolve or terminate the Company. In the event of such Incapacity, the executor, administrator, guardian, trustee or other personal representative of the Incapacitated Member shall be deemed to be the assignee of such Members Units or other interests in the Company and may, subject to Section 7.1, become a substituted Member upon the terms and conditions set forth in Section 7.3.
ARTICLE VIII
DISSOLUTION, LIQUIDATION AND TERMINATION
8.1 Dissolution. The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:
(a) the written consent of the Majority Members; and
(b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or
(c) on the date set forth in the Certificate.
8.2 Liquidation and Termination. On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final
distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows:
(a) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and
(b) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).
All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Companys property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.
8.3 Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.
ARTICLE IX
GENERAL PROVISIONS
9.1 Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the address given for that Member on Schedule A, or such other address as that Member may specify by notice to the other Members. Whenever any notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
9.2 Entire Agreement. This Agreement constitutes the entire agreement of the Members and their affiliates relating to the Company and supersedes all prior contracts or agreements among the Members with respect to the Company, whether oral or written.
9.3 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.
9.4 Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument executed and agreed to by the Majority Members.
9.5 Binding Effect. Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement is binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.
9.6 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.
9.7 Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
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IN WITNESS WHEREOF, the Sole Member has executed this Agreement as of the date first set forth above.
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SOLE MEMBER: | |
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NRG HOME & BUSINESS SOLUTIONS LLC | |
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Its: Sole Member | |
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By: |
/s/ Lynne Przychodzki |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
Exhibit 3.143
CERTIFICATE OF FORMATION
OF
NRG HOME SOLUTIONS PRODUCT LLC
1. Name: The name of the limited liability company is NRG Home Solutions Product LLC.
2. Registered Office: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
3. Organizer: The name and address of the sole organizer of the limited liability company is Lynne Przychodzki, NRG Energy, Inc., 211 Carnegie Center, Princeton, NJ 08540.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of NRG Home Solutions Product LLC this 14th day of March, 2012.
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/s/ Lynne Przychodzki |
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Lynne Przychodzki |
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Authorized Person |
State of Delaware |
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Secretary of State |
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Division of Corporations |
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Delivered 05:09 PM 03/14/2012 |
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FILED 04:30 PM 03/14/2012 |
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SRV 120311951 - 5124340 FILE |
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Exhibit 3.144
LIMITED LIABILITY COMPANY AGREEMENT
OF
NRG HOME SOLUTIONS PRODUCT LLC
a Delaware Limited Liability Company
THIS LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of NRG Home Solutions LLC (the Company), dated as of March 14, 2012 is adopted by, and executed and agreed to, for good and valuable consideration, by the Sole Member of the Company, NRG Home & Business Solutions LLC., a Delaware limited liability company.
ARTICLE I
DEFINITIONS
1.1 Definitions. As used in this Agreement, the following terms have the following meanings:
Act means the Delaware Limited Liability Company Act and any successor statute, as amended from time to time.
Agreement has the meaning given that term in the introductory paragraph.
Capital Contribution means the aggregate contribution by a Member to the capital of the Company.
Certificate has the meaning given that term in Section 2.1.
Company means NRG Home Solutions Product LLC, a Delaware limited liability company.
Dispose, Disposed, Disposing or Disposition means a sale, assignment, transfer, exchange or other disposition (including, without limitation, by operation of law); provided, however, that this definition does not include the granting and/ or perfection of a security interest lien or encumbrance.
Incapacity or Incapacitated means (a) with respect to a natural person, the bankruptcy, death, incompetency or insanity of such person and (b) with respect to any other Person, the bankruptcy, liquidation, dissolution or termination of such Person.
Majority Members means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.
Member means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person who has ceased to be a member of the Company.
Person means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.
Proceeding has the meaning given such term in Section 5.1.
Units means the units of each Member representing such Members interest in the income, gains, losses, deductions and expenses of the Company as set forth on Schedule A hereto, as amended from time to time in accordance with the terms of this Agreement.
1.2 Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules are to Schedules attached hereto, each of which is made a part hereof for all purposes.
ARTICLE II
ORGANIZATION
2.1 Formation. The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation (the Certificate) under and pursuant to the Act.
2.2 Name. The name of the Company is NRG Home Solutions Product LLC and all Company business shall be conducted in that name or such other names that comply with applicable law as the Majority Members may select from time to time.
2.3 Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Majority Members may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Majority Members may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Majority Members may designate from time to time, which need not be in the State of Delaware.
2.4 Purposes. The purposes of the Company are to engage in any business or activity that is not prohibited by the Act or the laws of the jurisdictions in which the Company engages in such business or activity.
2.5 Foreign Qualification. Prior to the Companys conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.
2.6 Term. The term of the Company commenced on the date the original certificate of formation was filed with the office of the Secretary of State of Delaware and shall continue in existence until termination and dissolution thereof as determined under Section 8.1 of this Agreement.
2.7 No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.
2.8 Unit Certificates. The number of authorized Units shall initially be one thousand (1,000). Units may be represented by one or more certificates in such form as the Majority Members may from time to time approve, and shall be subject to such rules for the issuance thereof as the Majority Members may from time to time determine.
2.9 All Interests shall be Securities. All interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code and shall be evidenced by certificates. The certificated interests shall be in registered form within the meaning of Article 8 of the Uniform Commercial Code.
ARTICLE III
MEMBERS, UNITS AND DISTRIBUTIONS
3.1 Members.
(a) The names, residence, business or mailing addresses and the Units of the Members are set forth in Schedule A, as amended from time to time in accordance with the terms of this Agreement.
(b) No Member, as such, shall be required to lend any funds to the Company or to make any additional contribution of capital to the Company, except as otherwise required by applicable law or by this Agreement. Any Member may, with the approval of the Majority Members, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a Capital Contribution.
(c) Each Member shall execute a counterpart of this Agreement, and when a Person is admitted as a Member, such Person shall execute a counterpart of this Agreement and such Person shall be listed as a Member on Schedule A with such Members address and Units.
3.2 Liability of Members. Except as otherwise required by applicable law and as explicitly set forth in this Agreement, no Member shall have any personal liability whatsoever in its capacity as a Member, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company, and therefore, a Member shall be liable only to make Capital Contributions to the Company and the other payments as provided herein. To the extent that, at law or in equity, a Member or other Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or another Person, such Member or other Person acting in accordance with this Agreement shall not be liable to the Company or any other Member for its good faith reliance on the provisions of this Agreement.
3.3 Member Units. Each Members interest in the Company, including such Members interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by such Member.
3.4 Issuance of Additional Units and Interests. The Majority Members shall have the right to cause the Company to create and issue or sell: (i) additional Units or other interests in the Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company. Upon the acquisition of any Units or other interests in the Company by a Person who is not a Member, such Person shall execute and deliver a counterpart of this Agreement and shall become a Member hereunder, and Schedule A hereto shall be amended to reflect such issuance and new Member.
3.5 Distributions. Subject to the provision of the Act, the Majority Members shall have sole discretion regarding the amounts and timing of distributions to Members, in each case subject to the retention of, or payment to third parties of, such funds as it deems necessary with respect to the reasonable business needs of the Company which shall include (but not by way of limitation) the payment or the making of provision for the payment when due of Company obligations, including the payment of any management or administrative fees and expenses or any other obligations.
ARTICLE IV
MANAGEMENT
4.1 Management by the Members. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Majority Members, and the Majority Members shall make all decisions and take all actions for the Company.
4.2 Actions by Members; Delegation of Authority and Duties.
(a) In managing the business and affairs of the Company and exercising its powers, the Majority Members shall act through (i) meetings and written consents pursuant to
Sections 4.3 and 4.4, and (ii) any Person to whom authority and duties have been delegated pursuant to Section 4.2(b).
(b) The Majority Members may, from time to time, delegate to one or more Persons such authority and duties as the Majority Members may deem advisable. In addition, the Majority Members may assign titles (including, without limitation, chairman, chief executive officer, president, vice president, secretary, assistant secretary, treasurer and assistant treasurer) to any such Persons and delegate to such other individuals certain authority and duties. Any number of titles may be held by the same individual. Any delegation pursuant to this Section 4.2(b) may be revoked at any time by the Majority Members.
4.3 Meetings.
(a) The Majority Members shall constitute a quorum for the transaction of business of the Company, and except as otherwise provided in this Agreement, the act of the Majority Members present at a meeting of the Members at which a quorum is present shall be the act of the Members.
(b) Meetings of the Members may be held at such place or places as shall be determined from time to time by resolution of the Majority Members. At all meetings of the Members, business shall be transacted in such order as shall from time to time be determined by resolution of the Majority Members. Regular meetings of the Members shall be held at such times and places as shall be designated from time to time by resolution of the Majority Members. Notice of such meetings shall not be required. Special meetings of the Members may be called by the Majority Members, and notice of such meeting need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law.
4.4 Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Majority Members. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting.
4.5 Conflicts of Interest. Each Member and officer of the Company at any time and from time to time may engage in and own interests in other business ventures of any and every type and description, independently or with others (including ones in competition with the Company) with no obligation to offer to the Company or any other Member or officer the right to participate therein. The Company may transact business with any Member, officer or affiliate
thereof provided that the terms of those transactions are no less favorable than those the Company could obtain from unrelated third parties.
4.6 Officers.
(a) The Majority Members may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the State of Delaware, or a Member. Any officers so designated shall have such authority and perform such duties as the Majority Members may, from time to time, delegate to them. The Majority Members may assign titles to particular officers. Unless the Majority Members otherwise decides, if the title is one commonly used for officers of a corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office of a corporation. Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Majority Members.
(b) Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Majority Members. Any officer may be removed as such, either with or without cause, by the Majority Members. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Majority Members.
ARTICLE V
INDEMNIFICATION
5.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a Covered Person and collectively, the Covered Persons) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.
5.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or
investigative (Claims), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 5.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Persons rights to indemnification hereunder or (B) was authorized or consented to by the Board. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 5.2.
5.3 Amendments. Any repeal or modification of this Article V by the Members shall not adversely affect any rights of such Covered Person pursuant to this Article V, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
ARTICLE VI
TAXES AND BOOKS
6.1 Tax Returns. The Majority Members shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making any elections the Majority Members may deem appropriate and in the best interests of the Members.
6.2 Books. The Company shall keep books and records of accounts and shall keep minutes of the proceedings of its Members. The calendar year shall be the accounting year of the Company.
ARTICLE VII
TRANSFERS
7.1 Assignment by Members. No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Members Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.
7.2 Void Assignment. Any sale, exchange or other transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party.
7.3 Substituted Member.
(a) An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right.
(b) Upon the admission of a substituted Member, Schedule A attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company.
7.4 Effect of Assignment.
(a) Any Member who shall assign any Units or other interest in the Company shall cease to be a Member of the Company with respect to such Units or other interest and shall no longer have any rights or privileges of a Member with respect to such Units or other interest.
(b) Any Person who acquires in any manner whatsoever any Units or other interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all the terms and conditions of this Agreement that any predecessor in such Units or other interest in the Company of such Person was subject to or by which such predecessor was bound.
7.5 Effect of Incapacity. Except as otherwise provided herein, the Incapacity of a Member shall not dissolve or terminate the Company. In the event of such Incapacity, the executor, administrator, guardian, trustee or other personal representative of the Incapacitated Member shall be deemed to be the assignee of such Members Units or other interests in the Company and may, subject to Section 7.1, become a substituted Member upon the terms and conditions set forth in Section 7.3.
ARTICLE VIII
DISSOLUTION, LIQUIDATION AND TERMINATION
8.1 Dissolution. The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:
(a) the written consent of the Majority Members; and
(b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or
(c) on the date set forth in the Certificate.
8.2 Liquidation and Termination. On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final
distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows:
(a) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and
(b) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).
All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Companys property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.
8.3 Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.
ARTICLE IX
GENERAL PROVISIONS
9.1 Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the address given for that Member on Schedule A, or such other address as that Member may specify by notice to the other Members. Whenever any notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
9.2 Entire Agreement. This Agreement constitutes the entire agreement of the Members and their affiliates relating to the Company and supersedes all prior contracts or agreements among the Members with respect to the Company, whether oral or written.
9.3 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.
9.4 Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument executed and agreed to by the Majority Members.
9.5 Binding Effect. Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement is binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.
9.6 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.
9.7 Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
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IN WITNESS WHEREOF, the Sole Member has executed this Agreement as of the date first set forth above.
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SOLE MEMBER: | |
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NRG Home & Business Solutions LLC | |
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Its: Sole Member | |
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By: |
/s/ Lynne Przychodzki |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
Exhibit 3.145
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State of Delaware |
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Secretary of State |
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Division of Corporations |
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Delivered 02:45 PM 09/12/2012 |
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FILED 02:42 PM 09/12/2012 |
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SRV 121023903 - 5211709 FILE |
CERTIFICATE OF FORMATION
OF
NRG HOMER CITY SERVICES LLC
1. Name: The name of the limited liability company is NRG Homer City Services LLC.
2. Registered Office: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
3. Organizer: The name and address of the sole organizer of the limited liability company is Chris Manoussakis, NRG Energy, Inc., 211 Carnegie Center, Princeton, NJ 08540.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of NRG Homer City Services LLC this 12th day of September, 2012.
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/s/ Chris Manoussakis |
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Chris Manoussakis |
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Authorized Person |
Exhibit 3.146
LIMITED LIABILITY COMPANY AGREEMENT
OF
NRG HOMER CITY SERVICES LLC
a Delaware Limited Liability Company
THIS LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of NRG Homer City Services LLC (the Company), dated as of September 12, 2012 is adopted by, and executed and agreed to, for good and valuable consideration, by the Sole Member of the Company, NRG Energy Services Group LLC, a Delaware limited liability company.
ARTICLE I
DEFINITIONS
1.1 Definitions. As used in this Agreement, the following terms have the following meanings:
Act means the Delaware Limited Liability Company Act and any successor statute, as amended from time to time.
Agreement has the meaning given that term in the introductory paragraph.
Capital Contribution means the aggregate contribution by a Member to the capital of the Company.
Certificate has the meaning given that term in Section 2.1.
Company means NRG Homer City Services LLC, a Delaware limited liability company.
Dispose, Disposed, Disposing or Disposition means a sale, assignment, transfer, exchange or other disposition (including, without limitation, by operation of law); provided, however, that this definition does not include the granting and/ or perfection of a security interest lien or encumbrance.
Incapacity or Incapacitated means (a) with respect to a natural person, the bankruptcy, death, incompetency or insanity of such person and (b) with respect to any other Person, the bankruptcy, liquidation, dissolution or termination of such Person.
Majority Members means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.
Member means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person who has ceased to be a member of the Company.
Person means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.
Proceeding has the meaning given such term in Section 5.1.
Units means the units of each Member representing such Members interest in the income, gains, losses, deductions and expenses of the Company as set forth on Schedule A hereto, as amended from time to time in accordance with the terms of this Agreement.
1.2 Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules are to Schedules attached hereto, each of which is made a part hereof for all purposes.
ARTICLE II
ORGANIZATION
2.1 Formation. The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation (the Certificate) under and pursuant to the Act.
2.2 Name. The name of the Company is NRG Homer City Services LLC and all Company business shall be conducted in that name or such other names that comply with applicable law as the Majority Members may select from time to time.
2.3 Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Majority Members may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Majority Members may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Majority Members may designate from time to time, which need not be in the State of Delaware.
2.4 Purposes. The purposes of the Company are to engage in any business or activity that is not prohibited by the Act or the laws of the jurisdictions in which the Company engages in such business or activity.
2.5 Foreign Qualification. Prior to the Companys conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.
2.6 Term. The term of the Company commenced on the date the original certificate of formation was filed with the office of the Secretary of State of Delaware and shall continue in existence until termination and dissolution thereof as determined under Section 8.1 of this Agreement.
2.7 No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.
2.8 Unit Certificates. The number of authorized Units shall initially be one thousand (1,000). Units may be represented by one or more certificates in such form as the Majority Members may from time to time approve, and shall be subject to such rules for the issuance thereof as the Majority Members may from time to time determine.
2.9 All Interests shall be Securities. All interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code and shall be evidenced by certificates. The certificated interests shall be in registered form within the meaning of Article 8 of the Uniform Commercial Code.
ARTICLE III
MEMBERS, UNITS AND DISTRIBUTIONS
3.1 Members.
(a) The names, residence, business or mailing addresses and the Units of the Members are set forth in Schedule A, as amended from time to time in accordance with the terms of this Agreement.
(b) No Member, as such, shall be required to lend any funds to the Company or to make any additional contribution of capital to the Company, except as otherwise required by applicable law or by this Agreement. Any Member may, with the approval of the Majority Members, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a Capital Contribution.
(c) Each Member shall execute a counterpart of this Agreement, and when a Person is admitted as a Member, such Person shall execute a counterpart of this Agreement and such Person shall be listed as a Member on Schedule A with such Members address and Units.
3.2 Liability of Members. Except as otherwise required by applicable law and as explicitly set forth in this Agreement, no Member shall have any personal liability whatsoever in its capacity as a Member, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company, and therefore, a Member shall be liable only to make Capital Contributions to the Company and the other payments as provided herein. To the extent that, at law or in equity, a Member or other Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or another Person, such Member or other Person acting in accordance with this Agreement shall not be liable to the Company or any other Member for its good faith reliance on the provisions of this Agreement.
3.3 Member Units. Each Members interest in the Company, including such Members interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by such Member.
3.4 Issuance of Additional Units and Interests. The Majority Members shall have the right to cause the Company to create and issue or sell: (i) additional Units or other interests in the Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company. Upon the acquisition of any Units or other interests in the Company by a Person who is not a Member, such Person shall execute and deliver a counterpart of this Agreement and shall become a Member hereunder, and Schedule A hereto shall be amended to reflect such issuance and new Member.
3.5 Distributions. Subject to the provision of the Act, the Majority Members shall have sole discretion regarding the amounts and timing of distributions to Members, in each case subject to the retention of, or payment to third parties of, such funds as it deems necessary with respect to the reasonable business needs of the Company which shall include (but not by way of limitation) the payment or the making of provision for the payment when due of Company obligations, including the payment of any management or administrative fees and expenses or any other obligations.
ARTICLE IV
MANAGEMENT
4.1 Management by the Members. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Majority Members, and the Majority Members shall make all decisions and take all actions for the Company.
4.2 Actions by Members; Delegation of Authority and Duties.
(a) In managing the business and affairs of the Company and exercising its powers, the Majority Members shall act through (i) meetings and written consents pursuant to
Sections 4.3 and 4.4, and (ii) any Person to whom authority and duties have been delegated pursuant to Section 4.2(b).
(b) The Majority Members may, from time to time, delegate to one or more Persons such authority and duties as the Majority Members may deem advisable. In addition, the Majority Members may assign titles (including, without limitation, chairman, chief executive officer, president, vice president, secretary, assistant secretary, treasurer and assistant treasurer) to any such Persons and delegate to such other individuals certain authority and duties. Any number of titles may be held by the same individual. Any delegation pursuant to this Section 4.2(b) may be revoked at any time by the Majority Members.
4.3 Meetings.
(a) The Majority Members shall constitute a quorum for the transaction of business of the Company, and except as otherwise provided in this Agreement, the act of the Majority Members present at a meeting of the Members at which a quorum is present shall be the act of the Members.
(b) Meetings of the Members may be held at such place or places as shall be determined from time to time by resolution of the Majority Members. At all meetings of the Members, business shall be transacted in such order as shall from time to time be determined by resolution of the Majority Members. Regular meetings of the Members shall be held at such times and places as shall be designated from time to time by resolution of the Majority Members. Notice of such meetings shall not be required. Special meetings of the Members may be called by the Majority Members, and notice of such meeting need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law.
4.4 Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Majority Members. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting.
4.5 Conflicts of Interest. Each Member and officer of the Company at any time and from time to time may engage in and own interests in other business ventures of any and every type and description, independently or with others (including ones in competition with the Company) with no obligation to offer to the Company or any other Member or officer the right to participate therein. The Company may transact business with any Member, officer or affiliate
thereof provided that the terms of those transactions are no less favorable than those the Company could obtain from unrelated third parties.
4.6 Officers.
(a) The Majority Members may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the State of Delaware, or a Member. Any officers so designated shall have such authority and perform such duties as the Majority Members may, from time to time, delegate to them. The Majority Members may assign titles to particular officers. Unless the Majority Members otherwise decides, if the title is one commonly used for officers of a corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office of a corporation. Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Majority Members.
(b) Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Majority Members. Any officer may be removed as such, either with or without cause, by the Majority Members. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Majority Members.
ARTICLE V
INDEMNIFICATION
5.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a Covered Person and collectively, the Covered Persons) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.
5.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or
investigative (Claims), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 5.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Persons rights to indemnification hereunder or (B) was authorized or consented to by the Board. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 5.2.
5.3 Amendments. Any repeal or modification of this Article V by the Members shall not adversely affect any rights of such Covered Person pursuant to this Article V, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
ARTICLE VI
TAXES AND BOOKS
6.1 Tax Returns. The Majority Members shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making any elections the Majority Members may deem appropriate and in the best interests of the Members.
6.2 Books. The Company shall keep books and records of accounts and shall keep minutes of the proceedings of its Members. The calendar year shall be the accounting year of the Company.
ARTICLE VII
TRANSFERS
7.1 Assignment by Members. No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Members Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.
7.2 Void Assignment. Any sale, exchange or other transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party.
7.3 Substituted Member.
(a) An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right.
(b) Upon the admission of a substituted Member, Schedule A attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company.
7.4 Effect of Assignment.
(a) Any Member who shall assign any Units or other interest in the Company shall cease to be a Member of the Company with respect to such Units or other interest and shall no longer have any rights or privileges of a Member with respect to such Units or other interest.
(b) Any Person who acquires in any manner whatsoever any Units or other interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all the terms and conditions of this Agreement that any predecessor in such Units or other interest in the Company of such Person was subject to or by which such predecessor was bound.
7.5 Effect of Incapacity. Except as otherwise provided herein, the Incapacity of a Member shall not dissolve or terminate the Company. In the event of such Incapacity, the executor, administrator, guardian, trustee or other personal representative of the Incapacitated Member shall be deemed to be the assignee of such Members Units or other interests in the Company and may, subject to Section 7.1, become a substituted Member upon the terms and conditions set forth in Section 7.3.
ARTICLE VIII
DISSOLUTION, LIQUIDATION AND TERMINATION
8.1 Dissolution. The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:
(a) the written consent of the Majority Members; and
(b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or
(c) on the date set forth in the Certificate.
8.2 Liquidation and Termination. On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final
distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows:
(a) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and
(b) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).
All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Companys property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.
8.3 Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.
ARTICLE IX
GENERAL PROVISIONS
9.1 Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the address given for that Member on Schedule A, or such other address as that Member may specify by notice to the other Members. Whenever any notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
9.2 Entire Agreement. This Agreement constitutes the entire agreement of the Members and their affiliates relating to the Company and supersedes all prior contracts or agreements among the Members with respect to the Company, whether oral or written.
9.3 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.
9.4 Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument executed and agreed to by the Majority Members.
9.5 Binding Effect. Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement is binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.
9.6 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.
9.7 Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
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IN WITNESS WHEREOF, the Sole Member has executed this Agreement as of the date first set forth above.
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SOLE MEMBER: | ||
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NRG ENERGY SERVICES GROUP LLC | ||
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Its: |
Sole Member | |
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By: |
/s/ Lynne Przychodzki | |
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Name: |
Lynne Przychodzki | |
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Title: |
Assistant Secretary | |
Exhibit 3.149
CERTIFICATE OF FORMATION
OF
NRG IDENTITY PROTECT LLC
1. Name: The name of the limited liability company is NRG Identity Protect LLC.
2. Registered Office: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
3. Organizer: The name and address of the sole organizer of the limited liability company is Lynne Przychodzki, NRG Energy, Inc., 211 Carnegie Center, Princeton, NJ 08540.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of NRG Identity Protect LLC this 14th day of March, 2012.
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/s/ Lynne Przychodzki |
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Lynne Przychodzki |
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Authorized Person |
State of Delaware |
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Secretary of State |
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Division of Corporations |
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Delivered 05:09 PM 03/14/2012 |
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FILED 04:33 PM 03/14/2012 |
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SRV 120311976 - 5124344 FILE |
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Exhibit 3.150
LIMITED LIABILITY COMPANY AGREEMENT
OF
NRG IDENTITY PROTECT LLC
a Delaware Limited Liability Company
THIS LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of NRG Identity Protect LLC (the Company), dated as of March 14, 2012 is adopted by, and executed and agreed to, for good and valuable consideration, by the Sole Member of the Company, NRG Home & Business Solutions LLC., a Delaware limited liability company.
ARTICLE I
DEFINITIONS
1.1 Definitions. As used in this Agreement, the following terms have the following meanings:
Act means the Delaware Limited Liability Company Act and any successor statute, as amended from time to time.
Agreement has the meaning given that term in the introductory paragraph.
Capital Contribution means the aggregate contribution by a Member to the capital of the Company.
Certificate has the meaning given that term in Section 2.1.
Company means NRG Identity Protect LLC, a Delaware limited liability company.
Dispose, Disposed, Disposing or Disposition means a sale, assignment, transfer, exchange or other disposition (including, without limitation, by operation of law); provided, however, that this definition does not include the granting and/ or perfection of a security interest lien or encumbrance.
Incapacity or Incapacitated means (a) with respect to a natural person, the bankruptcy, death, incompetency or insanity of such person and (b) with respect to any other Person, the bankruptcy, liquidation, dissolution or termination of such Person.
Majority Members means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.
Member means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person who has ceased to be a member of the Company.
Person means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.
Proceeding has the meaning given such term in Section 5.1.
Units means the units of each Member representing such Members interest in the income, gains, losses, deductions and expenses of the Company as set forth on Schedule A hereto, as amended from time to time in accordance with the terms of this Agreement.
1.2 Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules are to Schedules attached hereto, each of which is made a part hereof for all purposes.
ARTICLE II
ORGANIZATION
2.1 Formation. The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation (the Certificate) under and pursuant to the Act.
2.2 Name. The name of the Company is NRG Identity Protect LLC and all Company business shall be conducted in that name or such other names that comply with applicable law as the Majority Members may select from time to time.
2.3 Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Majority Members may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Majority Members may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Majority Members may designate from time to time, which need not be in the State of Delaware.
2.4 Purposes. The purposes of the Company are to engage in any business or activity that is not prohibited by the Act or the laws of the jurisdictions in which the Company engages in such business or activity.
2.5 Foreign Qualification. Prior to the Companys conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.
2.6 Term. The term of the Company commenced on the date the original certificate of formation was filed with the office of the Secretary of State of Delaware and shall continue in existence until termination and dissolution thereof as determined under Section 8.1 of this Agreement.
2.7 No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.
2.8 Unit Certificates. The number of authorized Units shall initially be one thousand (1,000). Units may be represented by one or more certificates in such form as the Majority Members may from time to time approve, and shall be subject to such rules for the issuance thereof as the Majority Members may from time to time determine.
2.9 All Interests shall be Securities. All interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code and shall be evidenced by certificates. The certificated interests shall be in registered form within the meaning of Article 8 of the Uniform Commercial Code.
ARTICLE III
MEMBERS, UNITS AND DISTRIBUTIONS
3.1 Members.
(a) The names, residence, business or mailing addresses and the Units of the Members are set forth in Schedule A, as amended from time to time in accordance with the terms of this Agreement.
(b) No Member, as such, shall be required to lend any funds to the Company or to make any additional contribution of capital to the Company, except as otherwise required by applicable law or by this Agreement. Any Member may, with the approval of the Majority Members, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a Capital Contribution.
(c) Each Member shall execute a counterpart of this Agreement, and when a Person is admitted as a Member, such Person shall execute a counterpart of this Agreement and such Person shall be listed as a Member on Schedule A with such Members address and Units.
3.2 Liability of Members. Except as otherwise required by applicable law and as explicitly set forth in this Agreement, no Member shall have any personal liability whatsoever in its capacity as a Member, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company, and therefore, a Member shall be liable only to make Capital Contributions to the Company and the other payments as provided herein. To the extent that, at law or in equity, a Member or other Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or another Person, such Member or other Person acting in accordance with this Agreement shall not be liable to the Company or any other Member for its good faith reliance on the provisions of this Agreement.
3.3 Member Units. Each Members interest in the Company, including such Members interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by such Member.
3.4 Issuance of Additional Units and Interests. The Majority Members shall have the right to cause the Company to create and issue or sell: (i) additional Units or other interests in the Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company. Upon the acquisition of any Units or other interests in the Company by a Person who is not a Member, such Person shall execute and deliver a counterpart of this Agreement and shall become a Member hereunder, and Schedule A hereto shall be amended to reflect such issuance and new Member.
3.5 Distributions. Subject to the provision of the Act, the Majority Members shall have sole discretion regarding the amounts and timing of distributions to Members, in each case subject to the retention of, or payment to third parties of, such funds as it deems necessary with respect to the reasonable business needs of the Company which shall include (but not by way of limitation) the payment or the making of provision for the payment when due of Company obligations, including the payment of any management or administrative fees and expenses or any other obligations.
ARTICLE IV
MANAGEMENT
4.1 Management by the Members. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Majority Members, and the Majority Members shall make all decisions and take all actions for the Company.
4.2 Actions by Members; Delegation of Authority and Duties.
(a) In managing the business and affairs of the Company and exercising its powers, the Majority Members shall act through (i) meetings and written consents pursuant to
Sections 4.3 and 4.4, and (ii) any Person to whom authority and duties have been delegated pursuant to Section 4.2(b).
(b) The Majority Members may, from time to time, delegate to one or more Persons such authority and duties as the Majority Members may deem advisable. In addition, the Majority Members may assign titles (including, without limitation, chairman, chief executive officer, president, vice president, secretary, assistant secretary, treasurer and assistant treasurer) to any such Persons and delegate to such other individuals certain authority and duties. Any number of titles may be held by the same individual. Any delegation pursuant to this Section 4.2(b) may be revoked at any time by the Majority Members.
4.3 Meetings.
(a) The Majority Members shall constitute a quorum for the transaction of business of the Company, and except as otherwise provided in this Agreement, the act of the Majority Members present at a meeting of the Members at which a quorum is present shall be the act of the Members.
(b) Meetings of the Members may be held at such place or places as shall be determined from time to time by resolution of the Majority Members. At all meetings of the Members, business shall be transacted in such order as shall from time to time be determined by resolution of the Majority Members. Regular meetings of the Members shall be held at such times and places as shall be designated from time to time by resolution of the Majority Members. Notice of such meetings shall not be required. Special meetings of the Members may be called by the Majority Members, and notice of such meeting need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law.
4.4 Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Majority Members. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting.
4.5 Conflicts of Interest. Each Member and officer of the Company at any time and from time to time may engage in and own interests in other business ventures of any and every type and description, independently or with others (including ones in competition with the Company) with no obligation to offer to the Company or any other Member or officer the right to participate therein. The Company may transact business with any Member, officer or affiliate
thereof provided that the terms of those transactions are no less favorable than those the Company could obtain from unrelated third parties.
4.6 Officers.
(a) The Majority Members may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the State of Delaware, or a Member. Any officers so designated shall have such authority and perform such duties as the Majority Members may, from time to time, delegate to them. The Majority Members may assign titles to particular officers. Unless the Majority Members otherwise decides, if the title is one commonly used for officers of a corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office of a corporation. Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Majority Members.
(b) Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Majority Members. Any officer may be removed as such, either with or without cause, by the Majority Members. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Majority Members.
ARTICLE V
INDEMNIFICATION
5.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a Covered Person and collectively, the Covered Persons) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.
5.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or
investigative (Claims), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 5.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Persons rights to indemnification hereunder or (B) was authorized or consented to by the Board. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 5.2.
5.3 Amendments. Any repeal or modification of this Article V by the Members shall not adversely affect any rights of such Covered Person pursuant to this Article V, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
ARTICLE VI
TAXES AND BOOKS
6.1 Tax Returns. The Majority Members shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making any elections the Majority Members may deem appropriate and in the best interests of the Members.
6.2 Books. The Company shall keep books and records of accounts and shall keep minutes of the proceedings of its Members. The calendar year shall be the accounting year of the Company.
ARTICLE VII
TRANSFERS
7.1 Assignment by Members. No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Members Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.
7.2 Void Assignment. Any sale, exchange or other transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party.
7.3 Substituted Member.
(a) An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right.
(b) Upon the admission of a substituted Member, Schedule A attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company.
7.4 Effect of Assignment.
(a) Any Member who shall assign any Units or other interest in the Company shall cease to be a Member of the Company with respect to such Units or other interest and shall no longer have any rights or privileges of a Member with respect to such Units or other interest.
(b) Any Person who acquires in any manner whatsoever any Units or other interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all the terms and conditions of this Agreement that any predecessor in such Units or other interest in the Company of such Person was subject to or by which such predecessor was bound.
7.5 Effect of Incapacity. Except as otherwise provided herein, the Incapacity of a Member shall not dissolve or terminate the Company. In the event of such Incapacity, the executor, administrator, guardian, trustee or other personal representative of the Incapacitated Member shall be deemed to be the assignee of such Members Units or other interests in the Company and may, subject to Section 7.1, become a substituted Member upon the terms and conditions set forth in Section 7.3.
ARTICLE VIII
DISSOLUTION, LIQUIDATION AND TERMINATION
8.1 Dissolution. The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:
(a) the written consent of the Majority Members; and
(b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or
(c) on the date set forth in the Certificate.
8.2 Liquidation and Termination. On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final
distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows:
(a) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and
(b) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).
All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Companys property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.
8.3 Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.
ARTICLE IX
GENERAL PROVISIONS
9.1 Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the address given for that Member on Schedule A, or such other address as that Member may specify by notice to the other Members. Whenever any notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
9.2 Entire Agreement. This Agreement constitutes the entire agreement of the Members and their affiliates relating to the Company and supersedes all prior contracts or agreements among the Members with respect to the Company, whether oral or written.
9.3 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.
9.4 Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument executed and agreed to by the Majority Members.
9.5 Binding Effect. Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement is binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.
9.6 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.
9.7 Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
* * * * * *
IN WITNESS WHEREOF, the Sole Member has executed this Agreement as of the date first set forth above.
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SOLE MEMBER: | |
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NRG Home & Business Solutions LLC | |
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Its: Sole Member | |
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By: |
/s/ Lynne Przychodzki |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
Exhibit 3.185
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State of Delaware |
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Secretary of State |
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Division of Corporations |
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Delivered 02:35 PM 12/07/2012 |
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FILED 02:13 PM 12/07/2012 |
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SRV 121310393 - 5162223 FILE |
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
1. Name of Limited Liability Company: NRG Backup Generation Services LLC
2. The Certificate of Formation of the limited liability company is hereby amended as follows:
1. The name of the Limited Liability Company is: NRG Reliability Solutions LLC
IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 7th day of December, A.D. 2012.
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By: |
/s/ Chrisoula Manoussakis |
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Authorized Person(s) |
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Name: |
Chrisoula Manoussakis |
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Print or Type |
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State of Delaware |
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Secretary of State |
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Division of Corporations |
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Delivered 07:51 PM 09/20/2012 |
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FILED 06:22 PM 09/20/2012 |
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SRV 121052374 - 5162223 FILE |
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
1. Name of Limited Liability Company: Energy Alternatives Leasing, LLC
2. The Certificate of Formation of the limited liability company is hereby amended as follows:
NRG Backup Generation Services LLC
IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 20th day of September, A.D. 2012.
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By: |
/s/ Lynne Przychodzki |
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Authorized Person(s) |
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Name: |
Lynne Przychodzki |
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Print or Type |
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State of Delaware |
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Secretary of State |
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Division of Corporations |
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Delivered 10:20 PM 05/30/2012 |
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FILED 08:03 PM 05/30/2012 |
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SRV 120667920 - 5162223 FILE |
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CERTIFICATE OF FORMATION
OF
ENERGY ALTERNATIVES LEASING, LLC
The undersigned, being of full age, for the purpose of organizing a limited liability company under the Delaware Limited Liability Company Act, Title 6, Chapter 18 of the Delaware Laws Annotated, and acts amendatory thereto, does hereby adopt, sign and execute the following Certificate of Formation.
ARTICLE I
Name
The name of the limited liability company is Energy Alternatives Leasing, LLC.
ARTICLE II
Registered Office/Agent
The name and address of Energy Alternatives Leasing, LLCs registered agent in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.
IN WITNESS WHEREOF, I have set my hand this 30th day of May, 2012.
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/s/ Catherine L. Sjoberg |
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Catherine L. Sjoberg, Authorized Person |
Exhibit 3.186
SECOND AMENDED & RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
NRG RELIABILITY SOLUTIONS LLC
a Delaware Limited Liability Company
THIS SECOND AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of NRG Reliability Solutions LLC (the Company), dated as of December 7, 2012 is adopted by, and executed and agreed to, for good and valuable consideration, by the Sole Member of the Company, NRG Energy Services Group LLC, a Delaware limited liability company.
ARTICLE I
DEFINITIONS
1.1 Definitions. As used in this Agreement, the following terms have the following meanings:
Act means the Delaware Limited Liability Company Act and any successor statute, as amended from time to time.
Agreement has the meaning given that term in the introductory paragraph.
Capital Contribution means the aggregate contribution by a Member to the capital of the Company.
Certificate has the meaning given that term in Section 2.1.
Company means NRG Reliability Solutions LLC, a Delaware limited liability company.
Dispose, Disposed, Disposing or Disposition means a sale, assignment, transfer, exchange or other disposition (including, without limitation, by operation of law); provided, however, that this definition does not include the granting and/ or perfection of a security interest lien or encumbrance.
Incapacity or Incapacitated means (a) with respect to a natural person, the bankruptcy, death, incompetency or insanity of such person and (b) with respect to any other Person, the bankruptcy, liquidation, dissolution or termination of such Person.
Majority Members means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.
Member means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person who has ceased to be a member of the Company.
Person means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.
Proceeding has the meaning given such term in Section 5.1.
Units means the units of each Member representing such Members interest in the income, gains, losses, deductions and expenses of the Company as set forth on Schedule A hereto, as amended from time to time in accordance with the terms of this Agreement.
1.2 Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules are to Schedules attached hereto, each of which is made a part hereof for all purposes.
ARTICLE II
ORGANIZATION
2.1 Formation. The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation (the Certificate) under and pursuant to the Act.
2.2 Name. The name of the Company is NRG Reliability Solutions LLC and all Company business shall be conducted in that name or such other names that comply with applicable law as the Majority Members may select from time to time.
2.3 Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Majority Members may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Majority Members may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Majority Members may designate from time to time, which need not be in the State of Delaware.
2.4 Purposes. The purposes of the Company are to engage in any business or activity that is not prohibited by the Act or the laws of the jurisdictions in which the Company engages in such business or activity.
2.5 Foreign Qualification. Prior to the Companys conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the
Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.
2.6 Term. The term of the Company commenced on the date the original certificate of formation was filed with the office of the Secretary of State of Delaware and shall continue in existence until termination and dissolution thereof as determined under Section 8.1 of this Agreement.
2.7 No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.
2.8 Unit Certificates. The number of authorized Units shall initially be one thousand (1,000). Units may be represented by one or more certificates in such form as the Majority Members may from time to time approve, and shall be subject to such rules for the issuance thereof as the Majority Members may from time to time determine.
2.9 All Interests shall be Securities. All interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code and shall be evidenced by certificates. The certificated interests shall be in registered form within the meaning of Article 8 of the Uniform Commercial Code.
ARTICLE III
MEMBERS, UNITS AND DISTRIBUTIONS
3.1 Members.
(a) The names, residence, business or mailing addresses and the Units of the Members are set forth in Schedule A, as amended from time to time in accordance with the terms of this Agreement.
(b) No Member, as such, shall be required to lend any funds to the Company or to make any additional contribution of capital to the Company, except as otherwise required by applicable law or by this Agreement. Any Member may, with the approval of the Majority Members, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a Capital Contribution.
(c) Each Member shall execute a counterpart of this Agreement, and when a Person is admitted as a Member, such Person shall execute a counterpart of this Agreement and such Person shall be listed as a Member on Schedule A with such Members address and Units.
3.2 Liability of Members. Except as otherwise required by applicable law and as explicitly set forth in this Agreement, no Member shall have any personal liability whatsoever in its capacity as a Member, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company, and therefore, a Member shall be liable only to make Capital Contributions to the Company and the other payments as provided herein. To the extent that, at law or in equity, a Member or other Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or another Person, such Member or other Person acting in accordance with this Agreement shall not be liable to the Company or any other Member for its good faith reliance on the provisions of this Agreement.
3.3 Member Units. Each Members interest in the Company, including such Members interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by such Member.
3.4 Issuance of Additional Units and Interests. The Majority Members shall have the right to cause the Company to create and issue or sell: (i) additional Units or other interests in the Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company. Upon the acquisition of any Units or other interests in the Company by a Person who is not a Member, such Person shall execute and deliver a counterpart of this Agreement and shall become a Member hereunder, and Schedule A hereto shall be amended to reflect such issuance and new Member.
3.5 Distributions. Subject to the provision of the Act, the Majority Members shall have sole discretion regarding the amounts and timing of distributions to Members, in each case subject to the retention of, or payment to third parties of, such funds as it deems necessary with respect to the reasonable business needs of the Company which shall include (but not by way of limitation) the payment or the making of provision for the payment when due of Company obligations, including the payment of any management or administrative fees and expenses or any other obligations.
ARTICLE IV
MANAGEMENT
4.1 Management by the Members. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Majority Members, and the Majority Members shall make all decisions and take all actions for the Company.
4.2 Actions by Members; Delegation of Authority and Duties.
(a) In managing the business and affairs of the Company and exercising its powers, the Majority Members shall act through (i) meetings and written consents pursuant to Sections 4.3 and 4.4, and (ii) any Person to whom authority and duties have been delegated pursuant to Section 4.2(b).
(b) The Majority Members may, from time to time, delegate to one or more Persons such authority and duties as the Majority Members may deem advisable. In addition, the Majority Members may assign titles (including, without limitation, chairman, chief executive officer, president, vice president, secretary, assistant secretary, treasurer and assistant treasurer) to any such Persons and delegate to such other individuals certain authority and duties. Any number of titles may be held by the same individual. Any delegation pursuant to this Section 4.2(b) may be revoked at any time by the Majority Members.
4.3 Meetings.
(a) The Majority Members shall constitute a quorum for the transaction of business of the Company, and except as otherwise provided in this Agreement, the act of the Majority Members present at a meeting of the Members at which a quorum is present shall be the act of the Members.
(b) Meetings of the Members may be held at such place or places as shall be determined from time to time by resolution of the Majority Members. At all meetings of the Members, business shall be transacted in such order as shall from time to time be determined by resolution of the Majority Members. Regular meetings of the Members shall be held at such times and places as shall be designated from time to time by resolution of the Majority Members. Notice of such meetings shall not be required. Special meetings of the Members may be called by the Majority Members, and notice of such meeting need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law.
4.4 Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Majority Members. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting.
4.5 Conflicts of Interest. Each Member and officer of the Company at any time and from time to time may engage in and own interests in other business ventures of any and every
type and description, independently or with others (including ones in competition with the Company) with no obligation to offer to the Company or any other Member or officer the right to participate therein. The Company may transact business with any Member, officer or affiliate thereof provided that the terms of those transactions are no less favorable than those the Company could obtain from unrelated third parties.
4.6 Officers.
(a) The Majority Members may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the State of Delaware, or a Member. Any officers so designated shall have such authority and perform such duties as the Majority Members may, from time to time, delegate to them. The Majority Members may assign titles to particular officers. Unless the Majority Members otherwise decides, if the title is one commonly used for officers of a corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office of a corporation. Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Majority Members.
(b) Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Majority Members. Any officer may be removed as such, either with or without cause, by the Majority Members. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Majority Members.
ARTICLE V
INDEMNIFICATION
5.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a Covered Person and collectively, the Covered Persons) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.
5.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (Claims), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 5.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Persons rights to indemnification hereunder or (B) was authorized or consented to by the Board. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 5.2.
5.3 Amendments. Any repeal or modification of this Article V by the Members shall not adversely affect any rights of such Covered Person pursuant to this Article V, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
ARTICLE VI
TAXES AND BOOKS
6.1 Tax Returns. The Majority Members shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making any elections the Majority Members may deem appropriate and in the best interests of the Members.
6.2 Books. The Company shall keep books and records of accounts and shall keep minutes of the proceedings of its Members. The calendar year shall be the accounting year of the Company.
ARTICLE VII
TRANSFERS
7.1 Assignment by Members. No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Members Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.
7.2 Void Assignment. Any sale, exchange or other transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party.
7.3 Substituted Member.
(a) An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right.
(b) Upon the admission of a substituted Member, Schedule A attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company.
7.4 Effect of Assignment.
(a) Any Member who shall assign any Units or other interest in the Company shall cease to be a Member of the Company with respect to such Units or other interest and shall no longer have any rights or privileges of a Member with respect to such Units or other interest.
(b) Any Person who acquires in any manner whatsoever any Units or other interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all the terms and conditions of this Agreement that any predecessor in such Units or other interest in the Company of such Person was subject to or by which such predecessor was bound.
7.5 Effect of Incapacity. Except as otherwise provided herein, the Incapacity of a Member shall not dissolve or terminate the Company. In the event of such Incapacity, the executor, administrator, guardian, trustee or other personal representative of the Incapacitated Member shall be deemed to be the assignee of such Members Units or other interests in the Company and may, subject to Section 7.1, become a substituted Member upon the terms and conditions set forth in Section 7.3.
ARTICLE VIII
DISSOLUTION, LIQUIDATION AND TERMINATION
8.1 Dissolution. The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:
(a) the written consent of the Majority Members; and
(b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or
(c) on the date set forth in the Certificate.
8.2 Liquidation and Termination. On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed
diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows:
(a) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and
(b) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).
All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Companys property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.
8.3 Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.
ARTICLE IX
GENERAL PROVISIONS
9.1 Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the address given for that Member on Schedule A, or such other address as that Member may specify by notice to the other Members. Whenever any notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
9.2 Entire Agreement. This Agreement constitutes the entire agreement of the Members and their affiliates relating to the Company and supersedes all prior contracts or agreements among the Members with respect to the Company, whether oral or written.
9.3 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.
9.4 Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument executed and agreed to by the Majority Members.
9.5 Binding Effect. Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement is binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.
9.6 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.
9.7 Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
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IN WITNESS WHEREOF, the Sole Member has executed this Agreement as of the date first set forth above.
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NRG ENERGY SERVICES GROUP LLC | |
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Its: Sole Member | |
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/s/ Lynne Przychodzki |
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Name: |
Lynne Przychodzki |
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Assistant Secretary |
Exhibit 3.187
CERTIFICATE OF FORMATION
OF
NRG RENTERS PROTECTION LLC
1. Name: The name of the limited liability company is NRG Renters Protection LLC.
2. Registered Office: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
3. Organizer: The name and address of the sole organizer of the limited liability company is Lynne Przychodzki, NRG Energy, Inc., 211 Carnegie Center, Princeton, NJ 08540.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of NRG Renters Protection LLC this 14th day of March, 2012.
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/s/ Lynne Przychodzki |
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Lynne Przychodzki |
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Authorized Person |
State of Delaware |
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Secretary of State |
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Division of Corporations |
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Delivered 05:10 PM 03/14/2012 |
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FILED 04:39 PM 03/14/2012 |
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SRV 120312082 - 5124362 FILE |
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Exhibit 3.188
LIMITED LIABILITY COMPANY AGREEMENT
OF
NRG RENTERS PROTECTION LLC
a Delaware Limited Liability Company
THIS LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of NRG Renters Protection LLC (the Company), dated as of March 14, 2012 is adopted by, and executed and agreed to, for good and valuable consideration, by the Sole Member of the Company, NRG Home & Business Solutions LLC., a Delaware limited liability company.
ARTICLE I
DEFINITIONS
1.1 Definitions. As used in this Agreement, the following terms have the following meanings:
Act means the Delaware Limited Liability Company Act and any successor statute, as amended from time to time.
Agreement has the meaning given that term in the introductory paragraph.
Capital Contribution means the aggregate contribution by a Member to the capital of the Company.
Certificate has the meaning given that term in Section 2.1.
Company means NRG Renters Protection LLC, a Delaware limited liability company.
Dispose, Disposed, Disposing or Disposition means a sale, assignment, transfer, exchange or other disposition (including, without limitation, by operation of law); provided, however, that this definition does not include the granting and/ or perfection of a security interest lien or encumbrance.
Incapacity or Incapacitated means (a) with respect to a natural person, the bankruptcy, death, incompetency or insanity of such person and (b) with respect to any other Person, the bankruptcy, liquidation, dissolution or termination of such Person.
Majority Members means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.
Member means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person who has ceased to be a member of the Company.
Person means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.
Proceeding has the meaning given such term in Section 5.1.
Units means the units of each Member representing such Members interest in the income, gains, losses, deductions and expenses of the Company as set forth on Schedule A hereto, as amended from time to time in accordance with the terms of this Agreement.
1.2 Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules are to Schedules attached hereto, each of which is made a part hereof for all purposes.
ARTICLE II
ORGANIZATION
2.1 Formation. The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation (the Certificate) under and pursuant to the Act.
2.2 Name. The name of the Company is NRG Renters Protection LLC and all Company business shall be conducted in that name or such other names that comply with applicable law as the Majority Members may select from time to time.
2.3 Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Majority Members may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Majority Members may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Majority Members may designate from time to time, which need not be in the State of Delaware.
2.4 Purposes. The purposes of the Company are to engage in any business or activity that is not prohibited by the Act or the laws of the jurisdictions in which the Company engages in such business or activity.
2.5 Foreign Qualification. Prior to the Companys conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.
2.6 Term. The term of the Company commenced on the date the original certificate of formation was filed with the office of the Secretary of State of Delaware and shall continue in existence until termination and dissolution thereof as determined under Section 8.1 of this Agreement.
2.7 No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.
2.8 Unit Certificates. The number of authorized Units shall initially be one thousand (1,000). Units may be represented by one or more certificates in such form as the Majority Members may from time to time approve, and shall be subject to such rules for the issuance thereof as the Majority Members may from time to time determine.
2.9 All Interests shall be Securities. All interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code and shall be evidenced by certificates. The certificated interests shall be in registered form within the meaning of Article 8 of the Uniform Commercial Code.
ARTICLE III
MEMBERS, UNITS AND DISTRIBUTIONS
3.1 Members.
(a) The names, residence, business or mailing addresses and the Units of the Members are set forth in Schedule A, as amended from time to time in accordance with the terms of this Agreement.
(b) No Member, as such, shall be required to lend any funds to the Company or to make any additional contribution of capital to the Company, except as otherwise required by applicable law or by this Agreement. Any Member may, with the approval of the Majority Members, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a Capital Contribution.
(c) Each Member shall execute a counterpart of this Agreement, and when a Person is admitted as a Member, such Person shall execute a counterpart of this Agreement and such Person shall be listed as a Member on Schedule A with such Members address and Units.
3.2 Liability of Members. Except as otherwise required by applicable law and as explicitly set forth in this Agreement, no Member shall have any personal liability whatsoever in its capacity as a Member, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company, and therefore, a Member shall be liable only to make Capital Contributions to the Company and the other payments as provided herein. To the extent that, at law or in equity, a Member or other Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or another Person, such Member or other Person acting in accordance with this Agreement shall not be liable to the Company or any other Member for its good faith reliance on the provisions of this Agreement.
3.3 Member Units. Each Members interest in the Company, including such Members interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by such Member.
3.4 Issuance of Additional Units and Interests. The Majority Members shall have the right to cause the Company to create and issue or sell: (i) additional Units or other interests in the Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company. Upon the acquisition of any Units or other interests in the Company by a Person who is not a Member, such Person shall execute and deliver a counterpart of this Agreement and shall become a Member hereunder, and Schedule A hereto shall be amended to reflect such issuance and new Member.
3.5 Distributions. Subject to the provision of the Act, the Majority Members shall have sole discretion regarding the amounts and timing of distributions to Members, in each case subject to the retention of, or payment to third parties of, such funds as it deems necessary with respect to the reasonable business needs of the Company which shall include (but not by way of limitation) the payment or the making of provision for the payment when due of Company obligations, including the payment of any management or administrative fees and expenses or any other obligations.
ARTICLE IV
MANAGEMENT
4.1 Management by the Members. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Majority Members, and the Majority Members shall make all decisions and take all actions for the Company.
4.2 Actions by Members; Delegation of Authority and Duties.
(a) In managing the business and affairs of the Company and exercising its powers, the Majority Members shall act through (i) meetings and written consents pursuant to
Sections 4.3 and 4.4, and (ii) any Person to whom authority and duties have been delegated pursuant to Section 4.2(b).
(b) The Majority Members may, from time to time, delegate to one or more Persons such authority and duties as the Majority Members may deem advisable. In addition, the Majority Members may assign titles (including, without limitation, chairman, chief executive officer, president, vice president, secretary, assistant secretary, treasurer and assistant treasurer) to any such Persons and delegate to such other individuals certain authority and duties. Any number of titles may be held by the same individual. Any delegation pursuant to this Section 4.2(b) may be revoked at any time by the Majority Members.
4.3 Meetings.
(a) The Majority Members shall constitute a quorum for the transaction of business of the Company, and except as otherwise provided in this Agreement, the act of the Majority Members present at a meeting of the Members at which a quorum is present shall be the act of the Members.
(b) Meetings of the Members may be held at such place or places as shall be determined from time to time by resolution of the Majority Members. At all meetings of the Members, business shall be transacted in such order as shall from time to time be determined by resolution of the Majority Members. Regular meetings of the Members shall be held at such times and places as shall be designated from time to time by resolution of the Majority Members. Notice of such meetings shall not be required. Special meetings of the Members may be called by the Majority Members, and notice of such meeting need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law.
4.4 Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Majority Members. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting.
4.5 Conflicts of Interest. Each Member and officer of the Company at any time and from time to time may engage in and own interests in other business ventures of any and every type and description, independently or with others (including ones in competition with the Company) with no obligation to offer to the Company or any other Member or officer the right to participate therein. The Company may transact business with any Member, officer or affiliate
thereof provided that the terms of those transactions are no less favorable than those the Company could obtain from unrelated third parties.
4.6 Officers.
(a) The Majority Members may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the State of Delaware, or a Member. Any officers so designated shall have such authority and perform such duties as the Majority Members may, from time to time, delegate to them. The Majority Members may assign titles to particular officers. Unless the Majority Members otherwise decides, if the title is one commonly used for officers of a corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office of a corporation. Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Majority Members.
(b) Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Majority Members. Any officer may be removed as such, either with or without cause, by the Majority Members. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Majority Members.
ARTICLE V
INDEMNIFICATION
5.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a Covered Person and collectively, the Covered Persons) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.
5.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or
investigative (Claims), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 5.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Persons rights to indemnification hereunder or (B) was authorized or consented to by the Board. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 5.2.
5.3 Amendments. Any repeal or modification of this Article V by the Members shall not adversely affect any rights of such Covered Person pursuant to this Article V, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
ARTICLE VI
TAXES AND BOOKS
6.1 Tax Returns. The Majority Members shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making any elections the Majority Members may deem appropriate and in the best interests of the Members.
6.2 Books. The Company shall keep books and records of accounts and shall keep minutes of the proceedings of its Members. The calendar year shall be the accounting year of the Company.
ARTICLE VII
TRANSFERS
7.1 Assignment by Members. No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Members Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.
7.2 Void Assignment. Any sale, exchange or other transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party.
7.3 Substituted Member.
(a) An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right.
(b) Upon the admission of a substituted Member, Schedule A attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company.
7.4 Effect of Assignment.
(a) Any Member who shall assign any Units or other interest in the Company shall cease to be a Member of the Company with respect to such Units or other interest and shall no longer have any rights or privileges of a Member with respect to such Units or other interest.
(b) Any Person who acquires in any manner whatsoever any Units or other interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all the terms and conditions of this Agreement that any predecessor in such Units or other interest in the Company of such Person was subject to or by which such predecessor was bound.
7.5 Effect of Incapacity. Except as otherwise provided herein, the Incapacity of a Member shall not dissolve or terminate the Company. In the event of such Incapacity, the executor, administrator, guardian, trustee or other personal representative of the Incapacitated Member shall be deemed to be the assignee of such Members Units or other interests in the Company and may, subject to Section 7.1, become a substituted Member upon the terms and conditions set forth in Section 7.3.
ARTICLE VIII
DISSOLUTION, LIQUIDATION AND TERMINATION
8.1 Dissolution. The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:
(a) the written consent of the Majority Members; and
(b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or
(c) on the date set forth in the Certificate.
8.2 Liquidation and Termination. On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final
distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows:
(a) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and
(b) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).
All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Companys property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.
8.3 Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.
ARTICLE IX
GENERAL PROVISIONS
9.1 Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the address given for that Member on Schedule A, or such other address as that Member may specify by notice to the other Members. Whenever any notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
9.2 Entire Agreement. This Agreement constitutes the entire agreement of the Members and their affiliates relating to the Company and supersedes all prior contracts or agreements among the Members with respect to the Company, whether oral or written.
9.3 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.
9.4 Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument executed and agreed to by the Majority Members.
9.5 Binding Effect. Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement is binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.
9.6 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.
9.7 Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
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IN WITNESS WHEREOF, the Sole Member has executed this Agreement as of the date first set forth above.
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NRG Home & Business Solutions LLC | |
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Its: Sole Member | |
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By: |
/s/ Lynne Przychodzki |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
Exhibit 3.195
State of Delaware |
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Secretary of State |
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Division of Corporations |
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Delivered 05:10 PM 03/14/2012 |
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FILED 04:54 PM 03/14/2012 |
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SRV 120312189 - 5124379 FILE |
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CERTIFICATE OF FORMATION
OF
NRG SECURITY LLC
1. Name: The name of the limited liability company is NRG Security LLC.
2. Registered Office: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
3. Organizer: The name and address of the sole organizer of the limited liability company is Lynne Przychodzki, NRG Energy, Inc., 211 Carnegie Center, Princeton, NJ 08540.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of NRG Security LLC this 14th day of March, 2012.
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/s/ Lynne Przychodzki |
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Lynne Przychodzki |
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Authorized Person |
Exhibit 3.196
LIMITED LIABILITY COMPANY AGREEMENT
OF
NRG SECURITY LLC
a Delaware Limited Liability Company
THIS LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of NRG Security LLC (the Company), dated as of March 14, 2012 is adopted by, and executed and agreed to, for good and valuable consideration, by the Sole Member of the Company, NRG Home & Business Solutions LLC., a Delaware limited liability company.
ARTICLE I
DEFINITIONS
1.1 Definitions. As used in this Agreement, the following terms have the following meanings:
Act means the Delaware Limited Liability Company Act and any successor statute, as amended from time to time.
Agreement has the meaning given that term in the introductory paragraph.
Capital Contribution means the aggregate contribution by a Member to the capital of the Company.
Certificate has the meaning given that term in Section 2.1.
Company means NRG Security LLC, a Delaware limited liability company.
Dispose, Disposed, Disposing or Disposition means a sale, assignment, transfer, exchange or other disposition (including, without limitation, by operation of law); provided, however, that this definition does not include the granting and/ or perfection of a security interest lien or encumbrance.
Incapacity or Incapacitated means (a) with respect to a natural person, the bankruptcy, death, incompetency or insanity of such person and (b) with respect to any other Person, the bankruptcy, liquidation, dissolution or termination of such Person.
Majority Members means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.
Member means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person who has ceased to be a member of the Company.
Person means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.
Proceeding has the meaning given such term in Section 5.1.
Units means the units of each Member representing such Members interest in the income, gains, losses, deductions and expenses of the Company as set forth on Schedule A hereto, as amended from time to time in accordance with the terms of this Agreement.
1.2 Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules are to Schedules attached hereto, each of which is made a part hereof for all purposes.
ARTICLE II
ORGANIZATION
2.1 Formation. The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation (the Certificate) under and pursuant to the Act.
2.2 Name. The name of the Company is NRG Security LLC and all Company business shall be conducted in that name or such other names that comply with applicable law as the Majority Members may select from time to time.
2.3 Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Majority Members may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Majority Members may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Majority Members may designate from time to time, which need not be in the State of Delaware.
2.4 Purposes. The purposes of the Company are to engage in any business or activity that is not prohibited by the Act or the laws of the jurisdictions in which the Company engages in such business or activity.
2.5 Foreign Qualification. Prior to the Companys conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.
2.6 Term. The term of the Company commenced on the date the original certificate of formation was filed with the office of the Secretary of State of Delaware and shall continue in existence until termination and dissolution thereof as determined under Section 8.1 of this Agreement.
2.7 No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.
2.8 Unit Certificates. The number of authorized Units shall initially be one thousand (1,000). Units may be represented by one or more certificates in such form as the Majority Members may from time to time approve, and shall be subject to such rules for the issuance thereof as the Majority Members may from time to time determine.
2.9 All Interests shall be Securities. All interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code and shall be evidenced by certificates. The certificated interests shall be in registered form within the meaning of Article 8 of the Uniform Commercial Code.
ARTICLE III
MEMBERS, UNITS AND DISTRIBUTIONS
3.1 Members.
(a) The names, residence, business or mailing addresses and the Units of the Members are set forth in Schedule A, as amended from time to time in accordance with the terms of this Agreement.
(b) No Member, as such, shall be required to lend any funds to the Company or to make any additional contribution of capital to the Company, except as otherwise required by applicable law or by this Agreement. Any Member may, with the approval of the Majority Members, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a Capital Contribution.
(c) Each Member shall execute a counterpart of this Agreement, and when a Person is admitted as a Member, such Person shall execute a counterpart of this Agreement and such Person shall be listed as a Member on Schedule A with such Members address and Units.
3.2 Liability of Members. Except as otherwise required by applicable law and as explicitly set forth in this Agreement, no Member shall have any personal liability whatsoever in its capacity as a Member, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company, and therefore, a Member shall be liable only to make Capital Contributions to the Company and the other payments as provided herein. To the extent that, at law or in equity, a Member or other Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or another Person, such Member or other Person acting in accordance with this Agreement shall not be liable to the Company or any other Member for its good faith reliance on the provisions of this Agreement.
3.3 Member Units. Each Members interest in the Company, including such Members interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by such Member.
3.4 Issuance of Additional Units and Interests. The Majority Members shall have the right to cause the Company to create and issue or sell: (i) additional Units or other interests in the Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company. Upon the acquisition of any Units or other interests in the Company by a Person who is not a Member, such Person shall execute and deliver a counterpart of this Agreement and shall become a Member hereunder, and Schedule A hereto shall be amended to reflect such issuance and new Member.
3.5 Distributions. Subject to the provision of the Act, the Majority Members shall have sole discretion regarding the amounts and timing of distributions to Members, in each case subject to the retention of, or payment to third parties of, such funds as it deems necessary with respect to the reasonable business needs of the Company which shall include (but not by way of limitation) the payment or the making of provision for the payment when due of Company obligations, including the payment of any management or administrative fees and expenses or any other obligations.
ARTICLE IV
MANAGEMENT
4.1 Management by the Members. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Majority Members, and the Majority Members shall make all decisions and take all actions for the Company.
4.2 Actions by Members; Delegation of Authority and Duties.
(a) In managing the business and affairs of the Company and exercising its powers, the Majority Members shall act through (i) meetings and written consents pursuant to
Sections 4.3 and 4.4, and (ii) any Person to whom authority and duties have been delegated pursuant to Section 4.2(b).
(b) The Majority Members may, from time to time, delegate to one or more Persons such authority and duties as the Majority Members may deem advisable. In addition, the Majority Members may assign titles (including, without limitation, chairman, chief executive officer, president, vice president, secretary, assistant secretary, treasurer and assistant treasurer) to any such Persons and delegate to such other individuals certain authority and duties. Any number of titles may be held by the same individual. Any delegation pursuant to this Section 4.2(b) may be revoked at any time by the Majority Members.
4.3 Meetings.
(a) The Majority Members shall constitute a quorum for the transaction of business of the Company, and except as otherwise provided in this Agreement, the act of the Majority Members present at a meeting of the Members at which a quorum is present shall be the act of the Members.
(b) Meetings of the Members may be held at such place or places as shall be determined from time to time by resolution of the Majority Members. At all meetings of the Members, business shall be transacted in such order as shall from time to time be determined by resolution of the Majority Members. Regular meetings of the Members shall be held at such times and places as shall be designated from time to time by resolution of the Majority Members. Notice of such meetings shall not be required. Special meetings of the Members may be called by the Majority Members, and notice of such meeting need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law.
4.4 Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Majority Members. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting.
4.5 Conflicts of Interest. Each Member and officer of the Company at any time and from time to time may engage in and own interests in other business ventures of any and every type and description, independently or with others (including ones in competition with the Company) with no obligation to offer to the Company or any other Member or officer the right to participate therein. The Company may transact business with any Member, officer or affiliate
thereof provided that the terms of those transactions are no less favorable than those the Company could obtain from unrelated third parties.
4.6 Officers.
(a) The Majority Members may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the State of Delaware, or a Member. Any officers so designated shall have such authority and perform such duties as the Majority Members may, from time to time, delegate to them. The Majority Members may assign titles to particular officers. Unless the Majority Members otherwise decides, if the title is one commonly used for officers of a corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office of a corporation. Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Majority Members.
(b) Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Majority Members. Any officer may be removed as such, either with or without cause, by the Majority Members. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Majority Members.
ARTICLE V
INDEMNIFICATION
5.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a Covered Person and collectively, the Covered Persons) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.
5.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or
investigative (Claims), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 5.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Persons rights to indemnification hereunder or (B) was authorized or consented to by the Board. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 5.2.
5.3 Amendments. Any repeal or modification of this Article V by the Members shall not adversely affect any rights of such Covered Person pursuant to this Article V, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
ARTICLE VI
TAXES AND BOOKS
6.1 Tax Returns. The Majority Members shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making any elections the Majority Members may deem appropriate and in the best interests of the Members.
6.2 Books. The Company shall keep books and records of accounts and shall keep minutes of the proceedings of its Members. The calendar year shall be the accounting year of the Company.
ARTICLE VII
TRANSFERS
7.1 Assignment by Members. No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Members Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.
7.2 Void Assignment. Any sale, exchange or other transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party.
7.3 Substituted Member.
(a) An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right.
(b) Upon the admission of a substituted Member, Schedule A attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company.
7.4 Effect of Assignment.
(a) Any Member who shall assign any Units or other interest in the Company shall cease to be a Member of the Company with respect to such Units or other interest and shall no longer have any rights or privileges of a Member with respect to such Units or other interest.
(b) Any Person who acquires in any manner whatsoever any Units or other interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all the terms and conditions of this Agreement that any predecessor in such Units or other interest in the Company of such Person was subject to or by which such predecessor was bound.
7.5 Effect of Incapacity. Except as otherwise provided herein, the Incapacity of a Member shall not dissolve or terminate the Company. In the event of such Incapacity, the executor, administrator, guardian, trustee or other personal representative of the Incapacitated Member shall be deemed to be the assignee of such Members Units or other interests in the Company and may, subject to Section 7.1, become a substituted Member upon the terms and conditions set forth in Section 7.3.
ARTICLE VIII
DISSOLUTION, LIQUIDATION AND TERMINATION
8.1 Dissolution. The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:
(a) the written consent of the Majority Members; and
(b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or
(c) on the date set forth in the Certificate.
8.2 Liquidation and Termination. On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final
distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows:
(a) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and
(b) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).
All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Companys property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.
8.3 Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.
ARTICLE IX
GENERAL PROVISIONS
9.1 Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the address given for that Member on Schedule A, or such other address as that Member may specify by notice to the other Members. Whenever any notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
9.2 Entire Agreement. This Agreement constitutes the entire agreement of the Members and their affiliates relating to the Company and supersedes all prior contracts or agreements among the Members with respect to the Company, whether oral or written.
9.3 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.
9.4 Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument executed and agreed to by the Majority Members.
9.5 Binding Effect. Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement is binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.
9.6 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.
9.7 Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
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IN WITNESS WHEREOF, the Sole Member has executed this Agreement as of the date first set forth above.
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SOLE MEMBER: | |
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NRG Home & Business Solutions LLC | |
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Its: Sole Member | |
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By: |
/s/ Lynne Przychodzki |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
Exhibit 3.217
State of Delaware |
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Secretary of State |
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Division of Corporations |
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Delivered 05:11 PM 03/14/2012 |
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FILED 04:57 PM 03/14/2012 |
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SRV 120312214 - 5124385 FILE |
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CERTIFICATE OF FORMATION
OF
NRG UNEMPLOYMENT PROTECTION LLC
1. Name: The name of the limited liability company is NRG Unemployment Protection LLC.
2. Registered Office: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
3. Organizer: The name and address of the sole organizer of the limited liability company is Lynne Przychodzki, NRG Energy, Inc., 211 Carnegie Center, Princeton, NJ 08540.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of NRG Unemployment Protection LLC this 14th day of March, 2012.
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/s/ Lynne Przychodzki |
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Lynne Przychodzki |
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Authorized Person |
Exhibit 3.218
LIMITED LIABILITY COMPANY AGREEMENT
OF
NRG UNEMPLOYMENT PROTECTION LLC
a Delaware Limited Liability Company
THIS LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of NRG Unemployment Protection LLC (the Company), dated as of March 14, 2012 is adopted by, and executed and agreed to, for good and valuable consideration, by the Sole Member of the Company, NRG Home & Business Solutions LLC., a Delaware limited liability company.
ARTICLE I
DEFINITIONS
1.1 Definitions. As used in this Agreement, the following terms have the following meanings:
Act means the Delaware Limited Liability Company Act and any successor statute, as amended from time to time.
Agreement has the meaning given that term in the introductory paragraph.
Capital Contribution means the aggregate contribution by a Member to the capital of the Company.
Certificate has the meaning given that term in Section 2.1.
Company means NRG Unemployment Protection LLC, a Delaware limited liability company.
Dispose, Disposed, Disposing or Disposition means a sale, assignment, transfer, exchange or other disposition (including, without limitation, by operation of law); provided, however, that this definition does not include the granting and/ or perfection of a security interest lien or encumbrance.
Incapacity or Incapacitated means (a) with respect to a natural person, the bankruptcy, death, incompetency or insanity of such person and (b) with respect to any other Person, the bankruptcy, liquidation, dissolution or termination of such Person.
Majority Members means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.
Member means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person who has ceased to be a member of the Company.
Person means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.
Proceeding has the meaning given such term in Section 5.1.
Units means the units of each Member representing such Members interest in the income, gains, losses, deductions and expenses of the Company as set forth on Schedule A hereto, as amended from time to time in accordance with the terms of this Agreement.
1.2 Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules are to Schedules attached hereto, each of which is made a part hereof for all purposes.
ARTICLE II
ORGANIZATION
2.1 Formation. The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation (the Certificate) under and pursuant to the Act.
2.2 Name. The name of the Company is NRG Unemployment Protection LLC and all Company business shall be conducted in that name or such other names that comply with applicable law as the Majority Members may select from time to time.
2.3 Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Majority Members may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Majority Members may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Majority Members may designate from time to time, which need not be in the State of Delaware.
2.4 Purposes. The purposes of the Company are to engage in any business or activity that is not prohibited by the Act or the laws of the jurisdictions in which the Company engages in such business or activity.
2.5 Foreign Qualification. Prior to the Companys conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.
2.6 Term. The term of the Company commenced on the date the original certificate of formation was filed with the office of the Secretary of State of Delaware and shall continue in existence until termination and dissolution thereof as determined under Section 8.1 of this Agreement.
2.7 No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.
2.8 Unit Certificates. The number of authorized Units shall initially be one thousand (1,000). Units may be represented by one or more certificates in such form as the Majority Members may from time to time approve, and shall be subject to such rules for the issuance thereof as the Majority Members may from time to time determine.
2.9 All Interests shall be Securities. All interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code and shall be evidenced by certificates. The certificated interests shall be in registered form within the meaning of Article 8 of the Uniform Commercial Code.
ARTICLE III
MEMBERS, UNITS AND DISTRIBUTIONS
3.1 Members.
(a) The names, residence, business or mailing addresses and the Units of the Members are set forth in Schedule A, as amended from time to time in accordance with the terms of this Agreement.
(b) No Member, as such, shall be required to lend any funds to the Company or to make any additional contribution of capital to the Company, except as otherwise required by applicable law or by this Agreement. Any Member may, with the approval of the Majority Members, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a Capital Contribution.
(c) Each Member shall execute a counterpart of this Agreement, and when a Person is admitted as a Member, such Person shall execute a counterpart of this Agreement and such Person shall be listed as a Member on Schedule A with such Members address and Units.
3.2 Liability of Members. Except as otherwise required by applicable law and as explicitly set forth in this Agreement, no Member shall have any personal liability whatsoever in its capacity as a Member, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company, and therefore, a Member shall be liable only to make Capital Contributions to the Company and the other payments as provided herein. To the extent that, at law or in equity, a Member or other Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or another Person, such Member or other Person acting in accordance with this Agreement shall not be liable to the Company or any other Member for its good faith reliance on the provisions of this Agreement.
3.3 Member Units. Each Members interest in the Company, including such Members interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by such Member.
3.4 Issuance of Additional Units and Interests. The Majority Members shall have the right to cause the Company to create and issue or sell: (i) additional Units or other interests in the Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company. Upon the acquisition of any Units or other interests in the Company by a Person who is not a Member, such Person shall execute and deliver a counterpart of this Agreement and shall become a Member hereunder, and Schedule A hereto shall be amended to reflect such issuance and new Member.
3.5 Distributions. Subject to the provision of the Act, the Majority Members shall have sole discretion regarding the amounts and timing of distributions to Members, in each case subject to the retention of, or payment to third parties of, such funds as it deems necessary with respect to the reasonable business needs of the Company which shall include (but not by way of limitation) the payment or the making of provision for the payment when due of Company obligations, including the payment of any management or administrative fees and expenses or any other obligations.
ARTICLE IV
MANAGEMENT
4.1 Management by the Members. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Majority Members, and the Majority Members shall make all decisions and take all actions for the Company.
4.2 Actions by Members; Delegation of Authority and Duties.
(a) In managing the business and affairs of the Company and exercising its powers, the Majority Members shall act through (i) meetings and written consents pursuant to
Sections 4.3 and 4.4, and (ii) any Person to whom authority and duties have been delegated pursuant to Section 4.2(b).
(b) The Majority Members may, from time to time, delegate to one or more Persons such authority and duties as the Majority Members may deem advisable. In addition, the Majority Members may assign titles (including, without limitation, chairman, chief executive officer, president, vice president, secretary, assistant secretary, treasurer and assistant treasurer) to any such Persons and delegate to such other individuals certain authority and duties. Any number of titles may be held by the same individual. Any delegation pursuant to this Section 4.2(b) may be revoked at any time by the Majority Members.
4.3 Meetings.
(a) The Majority Members shall constitute a quorum for the transaction of business of the Company, and except as otherwise provided in this Agreement, the act of the Majority Members present at a meeting of the Members at which a quorum is present shall be the act of the Members.
(b) Meetings of the Members may be held at such place or places as shall be determined from time to time by resolution of the Majority Members. At all meetings of the Members, business shall be transacted in such order as shall from time to time be determined by resolution of the Majority Members. Regular meetings of the Members shall be held at such times and places as shall be designated from time to time by resolution of the Majority Members. Notice of such meetings shall not be required. Special meetings of the Members may be called by the Majority Members, and notice of such meeting need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law.
4.4 Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Majority Members. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting.
4.5 Conflicts of Interest. Each Member and officer of the Company at any time and from time to time may engage in and own interests in other business ventures of any and every type and description, independently or with others (including ones in competition with the Company) with no obligation to offer to the Company or any other Member or officer the right to participate therein. The Company may transact business with any Member, officer or affiliate
thereof provided that the terms of those transactions are no less favorable than those the Company could obtain from unrelated third parties.
4.6 Officers.
(a) The Majority Members may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the State of Delaware, or a Member. Any officers so designated shall have such authority and perform such duties as the Majority Members may, from time to time, delegate to them. The Majority Members may assign titles to particular officers. Unless the Majority Members otherwise decides, if the title is one commonly used for officers of a corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office of a corporation. Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Majority Members.
(b) Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Majority Members. Any officer may be removed as such, either with or without cause, by the Majority Members. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Majority Members.
ARTICLE V
INDEMNIFICATION
5.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a Covered Person and collectively, the Covered Persons) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.
5.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or
investigative (Claims), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 5.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Persons rights to indemnification hereunder or (B) was authorized or consented to by the Board. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 5.2.
5.3 Amendments. Any repeal or modification of this Article V by the Members shall not adversely affect any rights of such Covered Person pursuant to this Article V, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
ARTICLE VI
TAXES AND BOOKS
6.1 Tax Returns. The Majority Members shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making any elections the Majority Members may deem appropriate and in the best interests of the Members.
6.2 Books. The Company shall keep books and records of accounts and shall keep minutes of the proceedings of its Members. The calendar year shall be the accounting year of the Company.
ARTICLE VII
TRANSFERS
7.1 Assignment by Members. No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Members Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.
7.2 Void Assignment. Any sale, exchange or other transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party.
7.3 Substituted Member.
(a) An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right.
(b) Upon the admission of a substituted Member, Schedule A attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company.
7.4 Effect of Assignment.
(a) Any Member who shall assign any Units or other interest in the Company shall cease to be a Member of the Company with respect to such Units or other interest and shall no longer have any rights or privileges of a Member with respect to such Units or other interest.
(b) Any Person who acquires in any manner whatsoever any Units or other interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all the terms and conditions of this Agreement that any predecessor in such Units or other interest in the Company of such Person was subject to or by which such predecessor was bound.
7.5 Effect of Incapacity. Except as otherwise provided herein, the Incapacity of a Member shall not dissolve or terminate the Company. In the event of such Incapacity, the executor, administrator, guardian, trustee or other personal representative of the Incapacitated Member shall be deemed to be the assignee of such Members Units or other interests in the Company and may, subject to Section 7.1, become a substituted Member upon the terms and conditions set forth in Section 7.3.
ARTICLE VIII
DISSOLUTION, LIQUIDATION AND TERMINATION
8.1 Dissolution. The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:
(a) the written consent of the Majority Members; and
(b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or
(c) on the date set forth in the Certificate.
8.2 Liquidation and Termination. On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final
distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows:
(a) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and
(b) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).
All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Companys property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.
8.3 Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.
ARTICLE IX
GENERAL PROVISIONS
9.1 Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the address given for that Member on Schedule A, or such other address as that Member may specify by notice to the other Members. Whenever any notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
9.2 Entire Agreement. This Agreement constitutes the entire agreement of the Members and their affiliates relating to the Company and supersedes all prior contracts or agreements among the Members with respect to the Company, whether oral or written.
9.3 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.
9.4 Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument executed and agreed to by the Majority Members.
9.5 Binding Effect. Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement is binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.
9.6 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.
9.7 Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
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IN WITNESS WHEREOF, the Sole Member has executed this Agreement as of the date first set forth above.
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SOLE MEMBER: | |
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NRG Home & Business Solutions LLC | |
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Its: Sole Member | |
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By: |
/s/ Lynne Przychodzki |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
Exhibit 3.219
State of Delaware |
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Secretary of State |
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Division of Corporations |
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Delivered 05:11 PM 03/14/2012 |
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FILED 04:59 PM 03/14/2012 |
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SRV 120312226 - 5124391 FILE |
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CERTIFICATE OF FORMATION
OF
NRG WARRANTY SERVICES LLC
1. Name: The name of the limited liability company is NRG Warranty Services LLC.
2. Registered Office: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
3. Organizer: The name and address of the sole organizer of the limited liability company is Lynne Przychodzki, NRG Energy, Inc., 211 Carnegie Center, Princeton, NJ 08540.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of NRG Warranty Services LLC this 14th day of March, 2012.
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/s/ Lynne Przychodzki |
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Lynne Przychodzki |
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Authorized Person |
Exhibit 3.220
LIMITED LIABILITY COMPANY AGREEMENT
OF
NRG WARRANTY SERVICES LLC
a Delaware Limited Liability Company
THIS LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of NRG Warranty Services LLC (the Company), dated as of March 14, 2012 is adopted by, and executed and agreed to, for good and valuable consideration, by the Sole Member of the Company, NRG Home & Business Solutions LLC., a Delaware limited liability company.
ARTICLE I
DEFINITIONS
1.1 Definitions. As used in this Agreement, the following terms have the following meanings:
Act means the Delaware Limited Liability Company Act and any successor statute, as amended from time to time.
Agreement has the meaning given that term in the introductory paragraph.
Capital Contribution means the aggregate contribution by a Member to the capital of the Company.
Certificate has the meaning given that term in Section 2.1.
Company means NRG Warranty Services LLC, a Delaware limited liability company.
Dispose, Disposed, Disposing or Disposition means a sale, assignment, transfer, exchange or other disposition (including, without limitation, by operation of law); provided, however, that this definition does not include the granting and/ or perfection of a security interest lien or encumbrance.
Incapacity or Incapacitated means (a) with respect to a natural person, the bankruptcy, death, incompetency or insanity of such person and (b) with respect to any other Person, the bankruptcy, liquidation, dissolution or termination of such Person.
Majority Members means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.
Member means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person who has ceased to be a member of the Company.
Person means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.
Proceeding has the meaning given such term in Section 5.1.
Units means the units of each Member representing such Members interest in the income, gains, losses, deductions and expenses of the Company as set forth on Schedule A hereto, as amended from time to time in accordance with the terms of this Agreement.
1.2 Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules are to Schedules attached hereto, each of which is made a part hereof for all purposes.
ARTICLE II
ORGANIZATION
2.1 Formation. The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation (the Certificate) under and pursuant to the Act.
2.2 Name. The name of the Company is NRG Warranty Services LLC and all Company business shall be conducted in that name or such other names that comply with applicable law as the Majority Members may select from time to time.
2.3 Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Majority Members may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Majority Members may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Majority Members may designate from time to time, which need not be in the State of Delaware.
2.4 Purposes. The purposes of the Company are to engage in any business or activity that is not prohibited by the Act or the laws of the jurisdictions in which the Company engages in such business or activity.
2.5 Foreign Qualification. Prior to the Companys conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.
2.6 Term. The term of the Company commenced on the date the original certificate of formation was filed with the office of the Secretary of State of Delaware and shall continue in existence until termination and dissolution thereof as determined under Section 8.1 of this Agreement.
2.7 No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.
2.8 Unit Certificates. The number of authorized Units shall initially be one thousand (1,000). Units may be represented by one or more certificates in such form as the Majority Members may from time to time approve, and shall be subject to such rules for the issuance thereof as the Majority Members may from time to time determine.
2.9 All Interests shall be Securities. All interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code and shall be evidenced by certificates. The certificated interests shall be in registered form within the meaning of Article 8 of the Uniform Commercial Code.
ARTICLE III
MEMBERS, UNITS AND DISTRIBUTIONS
3.1 Members.
(a) The names, residence, business or mailing addresses and the Units of the Members are set forth in Schedule A, as amended from time to time in accordance with the terms of this Agreement.
(b) No Member, as such, shall be required to lend any funds to the Company or to make any additional contribution of capital to the Company, except as otherwise required by applicable law or by this Agreement. Any Member may, with the approval of the Majority Members, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a Capital Contribution.
(c) Each Member shall execute a counterpart of this Agreement, and when a Person is admitted as a Member, such Person shall execute a counterpart of this Agreement and such Person shall be listed as a Member on Schedule A with such Members address and Units.
3.2 Liability of Members. Except as otherwise required by applicable law and as explicitly set forth in this Agreement, no Member shall have any personal liability whatsoever in its capacity as a Member, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company, and therefore, a Member shall be liable only to make Capital Contributions to the Company and the other payments as provided herein. To the extent that, at law or in equity, a Member or other Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or another Person, such Member or other Person acting in accordance with this Agreement shall not be liable to the Company or any other Member for its good faith reliance on the provisions of this Agreement.
3.3 Member Units. Each Members interest in the Company, including such Members interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by such Member.
3.4 Issuance of Additional Units and Interests. The Majority Members shall have the right to cause the Company to create and issue or sell: (i) additional Units or other interests in the Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company. Upon the acquisition of any Units or other interests in the Company by a Person who is not a Member, such Person shall execute and deliver a counterpart of this Agreement and shall become a Member hereunder, and Schedule A hereto shall be amended to reflect such issuance and new Member.
3.5 Distributions. Subject to the provision of the Act, the Majority Members shall have sole discretion regarding the amounts and timing of distributions to Members, in each case subject to the retention of, or payment to third parties of, such funds as it deems necessary with respect to the reasonable business needs of the Company which shall include (but not by way of limitation) the payment or the making of provision for the payment when due of Company obligations, including the payment of any management or administrative fees and expenses or any other obligations.
ARTICLE IV
MANAGEMENT
4.1 Management by the Members. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Majority Members, and the Majority Members shall make all decisions and take all actions for the Company.
4.2 Actions by Members; Delegation of Authority and Duties.
(a) In managing the business and affairs of the Company and exercising its powers, the Majority Members shall act through (i) meetings and written consents pursuant to
Sections 4.3 and 4.4, and (ii) any Person to whom authority and duties have been delegated pursuant to Section 4.2(b).
(b) The Majority Members may, from time to time, delegate to one or more Persons such authority and duties as the Majority Members may deem advisable. In addition, the Majority Members may assign titles (including, without limitation, chairman, chief executive officer, president, vice president, secretary, assistant secretary, treasurer and assistant treasurer) to any such Persons and delegate to such other individuals certain authority and duties. Any number of titles may be held by the same individual. Any delegation pursuant to this Section 4.2(b) may be revoked at any time by the Majority Members.
4.3 Meetings.
(a) The Majority Members shall constitute a quorum for the transaction of business of the Company, and except as otherwise provided in this Agreement, the act of the Majority Members present at a meeting of the Members at which a quorum is present shall be the act of the Members.
(b) Meetings of the Members may be held at such place or places as shall be determined from time to time by resolution of the Majority Members. At all meetings of the Members, business shall be transacted in such order as shall from time to time be determined by resolution of the Majority Members. Regular meetings of the Members shall be held at such times and places as shall be designated from time to time by resolution of the Majority Members. Notice of such meetings shall not be required. Special meetings of the Members may be called by the Majority Members, and notice of such meeting need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law.
4.4 Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Majority Members. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting.
4.5 Conflicts of Interest. Each Member and officer of the Company at any time and from time to time may engage in and own interests in other business ventures of any and every type and description, independently or with others (including ones in competition with the Company) with no obligation to offer to the Company or any other Member or officer the right to participate therein. The Company may transact business with any Member, officer or affiliate
thereof provided that the terms of those transactions are no less favorable than those the Company could obtain from unrelated third parties.
4.6 Officers.
(a) The Majority Members may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the State of Delaware, or a Member. Any officers so designated shall have such authority and perform such duties as the Majority Members may, from time to time, delegate to them. The Majority Members may assign titles to particular officers. Unless the Majority Members otherwise decides, if the title is one commonly used for officers of a corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office of a corporation. Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Majority Members.
(b) Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Majority Members. Any officer may be removed as such, either with or without cause, by the Majority Members. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Majority Members.
ARTICLE V
INDEMNIFICATION
5.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a Covered Person and collectively, the Covered Persons) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.
5.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or
investigative (Claims), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 5.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Persons rights to indemnification hereunder or (B) was authorized or consented to by the Board. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 5.2.
5.3 Amendments. Any repeal or modification of this Article V by the Members shall not adversely affect any rights of such Covered Person pursuant to this Article V, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
ARTICLE VI
TAXES AND BOOKS
6.1 Tax Returns. The Majority Members shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making any elections the Majority Members may deem appropriate and in the best interests of the Members.
6.2 Books. The Company shall keep books and records of accounts and shall keep minutes of the proceedings of its Members. The calendar year shall be the accounting year of the Company.
ARTICLE VII
TRANSFERS
7.1 Assignment by Members. No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Members Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.
7.2 Void Assignment. Any sale, exchange or other transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party.
7.3 Substituted Member.
(a) An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right.
(b) Upon the admission of a substituted Member, Schedule A attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company.
7.4 Effect of Assignment.
(a) Any Member who shall assign any Units or other interest in the Company shall cease to be a Member of the Company with respect to such Units or other interest and shall no longer have any rights or privileges of a Member with respect to such Units or other interest.
(b) Any Person who acquires in any manner whatsoever any Units or other interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all the terms and conditions of this Agreement that any predecessor in such Units or other interest in the Company of such Person was subject to or by which such predecessor was bound.
7.5 Effect of Incapacity. Except as otherwise provided herein, the Incapacity of a Member shall not dissolve or terminate the Company. In the event of such Incapacity, the executor, administrator, guardian, trustee or other personal representative of the Incapacitated Member shall be deemed to be the assignee of such Members Units or other interests in the Company and may, subject to Section 7.1, become a substituted Member upon the terms and conditions set forth in Section 7.3.
ARTICLE VIII
DISSOLUTION, LIQUIDATION AND TERMINATION
8.1 Dissolution. The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:
(a) the written consent of the Majority Members; and
(b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or
(c) on the date set forth in the Certificate.
8.2 Liquidation and Termination. On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final
distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows:
(a) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and
(b) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).
All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Companys property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.
8.3 Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.
ARTICLE IX
GENERAL PROVISIONS
9.1 Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the address given for that Member on Schedule A, or such other address as that Member may specify by notice to the other Members. Whenever any notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
9.2 Entire Agreement. This Agreement constitutes the entire agreement of the Members and their affiliates relating to the Company and supersedes all prior contracts or agreements among the Members with respect to the Company, whether oral or written.
9.3 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.
9.4 Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument executed and agreed to by the Majority Members.
9.5 Binding Effect. Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement is binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.
9.6 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.
9.7 Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
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IN WITNESS WHEREOF, the Sole Member has executed this Agreement as of the date first set forth above.
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SOLE MEMBER: | |
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NRG Home & Business Solutions LLC | |
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Its: Sole Member | |
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/s/ Lynne Przychodzki |
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Name: |
Lynne Przychodzki |
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Title: |
Assistant Secretary |
Exhibit 3.261
State of Delaware |
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Secretary of State |
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Division of Corporations |
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Delivered 06:14 PM 02/09/2012 |
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FILED 06:14 PM 02/09/2012 |
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SRV 120148743 - 4611965 FILE |
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STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
1. Name of Limited Liability Company: Pennywise Power LLC
2. The Certificate of Formation of the limited liability company is hereby amended as follows:
1. The name of the limited liability company is US Retailers LLC.
IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 9th day of February, A.D. 2012.
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By: |
/s/ Lynne Przychodzki |
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Authorized Person(s) |
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Name: |
Lynne Przychodzki |
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Print or Type |
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State of Delaware |
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Secretary of State |
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Division of Corporations |
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Delivered 07:41 PM 09/28/2010 |
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FILED 05:08 PM 09/28/2010 |
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SRV 100949715 - 4611965 FILE |
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
1. Name of Limited Liability Company: Legends Energy LLC
2. The Certificate of Formation of the limited liability company is hereby amended as follows:
1. The name of the limited liability company is Pennywise Power LLC.
IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 28th day of September, A.D. 2010.
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By: |
/s/ Lynne Przychodzki |
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Authorized Person(s) |
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Name: |
Lynne Przychodzki |
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State of Delaware |
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Secretary of State |
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Division of Corporations |
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Delivered 03:11 PM 09/01/2010 |
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FILED 02:44 PM 09/01/2010 |
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SRV 100877417 - 4611965 FILE |
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
1. Name of Limited Liability Company:
Reliant Energy Services Texas, LLC
2. The Certificate of Formation of the limited liability company is hereby amended as follows:
1. The name of the limited liability company is Legends Energy LLC.
IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 1st day of September, A.D. 2010.
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By: |
/s/ Lynne Przychodzki |
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Authorized Person(s) |
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Name: |
Lynne Przychodzki |
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State of Delaware |
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Secretary of State |
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Division of Corporations |
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Delivered 03:00 PM 05/01/2009 |
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FILED 02:20 PM 05/01/2009 |
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SRV 090420486 - 4611965 FILE |
CERTIFICATE OF AMENDMENT
OF
RELIANT ENERGY SERVICES TEXAS, LLC
1. The name of the limited liability company is: Reliant Energy Services Texas, LLC.
2. The Certificate of Formation of the limited liability company is hereby amended as follows:
2. The address of its registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Reliant Energy Services Texas, LLC., this 1st day of May, 2009.
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RELIANT ENERGY SERVICES TEXAS, LLC |
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/s/ Lynne Przychodzki |
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Lynne Przychodzki |
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Authorized Person |
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State of Delaware |
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Secretary of State |
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Division of Corporations |
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Delivered 11:50 AM 10/15/2008 |
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FILED 11:50 AM 10/15/2008 |
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SRV 081038786 - 4611965 FILE |
STATE of DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE OF FORMATION
In accordance with the provisions of Section 18-201 of the Delaware Limited Liability Company Act, the undersigned submits the following Certificate of Formation and certifies as follows:
FIRST: The name of the limited liability company is Reliant Energy Services Texas, LLC.
SECOND: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington, Delaware 19808. The name of its Registered Agent at such address is Corporation Service Company.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Reliant Energy Services Texas, LLC this 15th day of October, 2008.
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/s/ Clare H. Doyle |
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Clare H. Doyle |
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Authorized Person |
Exhibit 3.262
FOURTH AMENDED & RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
US RETAILERS LLC
a Delaware Limited Liability Company
THIS Fourth Amended & Restated LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of US Retailers LLC (the Company), dated as of February 9, 2012 is adopted by, and executed and agreed to, for good and valuable consideration, by the Sole Member of the Company, NRG Energy, Inc., a Delaware limited liability company.
ARTICLE I
DEFINITIONS
1.1 Definitions. As used in this Agreement, the following terms have the following meanings:
Act means the Delaware Limited Liability Company Act and any successor statute, as amended from time to time.
Agreement has the meaning given that term in the introductory paragraph.
Capital Contribution means the aggregate contribution by a Member to the capital of the Company.
Certificate has the meaning given that term in Section 2.1.
Company means US Retailers LLC, a Delaware limited liability company.
Dispose, Disposed, Disposing or Disposition means a sale, assignment, transfer, exchange or other disposition (including, without limitation, by operation of law); provided, however, that this definition does not include the granting and/ or perfection of a security interest lien or encumbrance.
Incapacity or Incapacitated means (a) with respect to a natural person, the bankruptcy, death, incompetency or insanity of such person and (b) with respect to any other Person, the bankruptcy, liquidation, dissolution or termination of such Person.
Majority Members means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.
Member means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person who has ceased to be a member of the Company.
Person means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.
Proceeding has the meaning given such term in Section 5.1.
Units means the units of each Member representing such Members interest in the income, gains, losses, deductions and expenses of the Company as set forth on Schedule A hereto, as amended from time to time in accordance with the terms of this Agreement.
1.2 Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules are to Schedules attached hereto, each of which is made a part hereof for all purposes.
ARTICLE II
ORGANIZATION
2.1 Formation. The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation (the Certificate) under and pursuant to the Act.
2.2 Name. The name of the Company is US Retailers LLC and all Company business shall be conducted in that name or such other names that comply with applicable law as the Majority Members may select from time to time.
2.3 Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Majority Members may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Majority Members may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Majority Members may designate from time to time, which need not be in the State of Delaware.
2.4 Purposes. The purposes of the Company are to engage in any business or activity that is not prohibited by the Act or the laws of the jurisdictions in which the Company engages in such business or activity.
2.5 Foreign Qualification. Prior to the Companys conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.
2.6 Term. The term of the Company commenced on the date the original certificate of formation was filed with the office of the Secretary of State of Delaware and shall continue in existence until termination and dissolution thereof as determined under Section 8.1 o f this Agreement.
2.7 No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.
2.8 Unit Certificates. The number of authorized Units shall initially be one thousand (1,000). Units may be represented by one or more certificates in such form as the Majority Members may from time to time approve, and shall be subject to such rules for the issuance thereof as the Majority Members may from time to time determine.
2.9 All Interests shall be Securities. All interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code and shall be evidenced by certificates. The certificated interests shall be in registered form within the meaning of Article 8 of the Uniform Commercial Code.
ARTICLE III
MEMBERS, UNITS AND DISTRIBUTIONS
3.1 Members.
(a) The names, residence, business or mailing addresses and the Units of the Members are set forth in Schedule A, as amended from time to time in accordance with the terms of this Agreement.
(b) No Member, as such, shall be required to lend any funds to the Company or to make any additional contribution of capital to the Company, except as otherwise required by applicable law or by this Agreement. Any Member may, with the approval of the Majority Members, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a Capital Contribution.
(c) Each Member shall execute a counterpart of this Agreement, and when a Person is admitted as a Member, such Person shall execute a counterpart of this Agreement and such Person shall be listed as a Member on Schedule A with such Members address and Units.
3.2 Liability of Members. Except as otherwise required by applicable law and as explicitly set forth in this Agreement, no Member shall have any personal liability whatsoever in its capacity as a Member, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company, and therefore, a Member shall be liable only to make Capital Contributions to the Company and the other payments as provided herein. To the extent that, at law or in equity, a Member or other Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or another Person, such Member or other Person acting in accordance with this Agreement shall not be liable to the Company or any other Member for its good faith reliance on the provisions of this Agreement.
3.3 Member Units. Each Members interest in the Company, including such Members interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by such Member.
3.4 Issuance of Additional Units and Interests. The Majority Members shall have the right to cause the Company to create and issue or sell: (i) additional Units or other interests in the Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company. Upon the acquisition of any Units or other interests in the Company by a Person who is not a Member, such Person shall execute and deliver a counterpart of this Agreement and shall become a Member hereunder, and Schedule A hereto shall be amended to reflect such issuance and new Member.
3.5 Distributions. Subject to the provision of the Act, the Majority Members shall have sole discretion regarding the amounts and timing of distributions to Members, in each case subject to the retention of, or payment to third parties of, such funds as it deems necessary with respect to the reasonable business needs of the Company which shall include (but not by way of limitation) the payment or the making of provision for the payment when due of Company obligations, including the payment of any management or administrative fees and expenses or any other obligations.
ARTICLE IV
MANAGEMENT
4.1 Management by the Members. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Majority Members, and the Majority Members shall make all decisions and take all actions for the Company.
4.2 Actions by Members; Delegation of Authority and Duties.
(a) In managing the business and affairs of the Company and exercising its powers, the Majority Members shall act through (i) meetings and written consents pursuant to
Sections 4.3 and 4.4, and (ii) any Person to whom authority and duties have been delegated pursuant to Section 4.2(b).
(b) The Majority Members may, from time to time, delegate to one or more Persons such authority and duties as the Majority Members may deem advisable. In addition, the Majority Members may assign titles (including, without limitation, chairman, chief executive officer, president, vice president, secretary, assistant secretary, treasurer and assistant treasurer) to any such Persons and delegate to such other individuals certain authority and duties. Any number of titles may be held by the same individual. Any delegation pursuant to this Section 4.2(b) may be revoked at any time by the Majority Members.
4.3 Meetings.
(a) The Majority Members shall constitute a quorum for the transaction of business of the Company, and except as otherwise provided in this Agreement, the act of the Majority Members present at a meeting of the Members at which a quorum is present shall be the act of the Members.
(b) Meetings of the Members may be held at such place or places as shall be determined from time to time by resolution of the Majority Members. At all meetings of the Members, business shall be transacted in such order as shall from time to time be determined by resolution of the Majority Members. Regular meetings of the Members shall be held at such times and places as shall be designated from time to time by resolution of the Majority Members. Notice of such meetings shall not be required. Special meetings of the Members may be called by the Majority Members, and notice of such meeting need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law.
4.4 Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Majority Members. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting.
4.5 Conflicts of Interest. Each Member and officer of the Company at any time and from time to time may engage in and own interests in other business ventures of any and every type and description, independently or with others (including ones in competition with the Company) with no obligation to offer to the Company or any other Member or officer the right to participate therein. The Company may transact business with any Member, officer or affiliate
thereof provided that the terms of those transactions are no less favorable than those the Company could obtain from unrelated third parties.
4.6 Officers.
(a) The Majority Members may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the State of Delaware, or a Member. Any officers so designated shall have such authority and perform such duties as the Majority Members may, from time to time, delegate to them. The Majority Members may assign titles to particular officers. Unless the Majority Members otherwise decides, if the title is one commonly used for officers of a corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office of a corporation. Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Majority Members.
(b) Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Majority Members. Any officer may be removed as such, either with or without cause, by the Majority Members. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Majority Members.
ARTICLE V
INDEMNIFICATION
5.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a Covered Person and collectively, the Covered Persons) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.
5.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or
investigative (Claims), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 5.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Persons rights to indemnification hereunder or (B) was authorized or consented to by the Board. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 5.2.
5.3 Amendments. Any repeal or modification of this Article V by the Members shall not adversely affect any rights of such Covered Person pursuant to this Article V, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
ARTICLE VI
TAXES AND BOOKS
6.1 Tax Returns. The Majority Members shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making any elections the Majority Members may deem appropriate and in the best interests of the Members.
6.2 Books. The Company shall keep books and records of accounts and shall keep minutes of the proceedings of its Members. The calendar year shall be the accounting year of the Company.
ARTICLE VII
TRANSFERS
7.1 Assignment by Members. No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Members Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.
7.2 Void Assignment. Any sale, exchange or other transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party.
7.3 Substituted Member.
(a) An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right.
(b) Upon the admission of a substituted Member, Schedule A attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company.
7.4 Effect of Assignment.
(a) Any Member who shall assign any Units or other interest in the Company shall cease to be a Member of the Company with respect to such Units or other interest and shall no longer have any rights or privileges of a Member with respect to such Units or other interest.
(b) Any Person who acquires in any manner whatsoever any Units or other interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all the terms and conditions of this Agreement that any predecessor in such Units or other interest in the Company of such Person was subject to or by which such predecessor was bound.
7.5 Effect of Incapacity. Except as otherwise provided herein, the Incapacity of a Member shall not dissolve or terminate the Company. In the event of such Incapacity, the executor, administrator, guardian, trustee or other personal representative of the Incapacitated Member shall be deemed to be the assignee of such Members Units or other interests in the Company and may, subject to Section 7.1, become a substituted Member upon the terms and conditions set forth in Section 7.3.
ARTICLE VIII
DISSOLUTION, LIQUIDATION AND TERMINATION
8.1 Dissolution. The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:
(a) the written consent of the Majority Members; and
(b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or
(c) on the date set forth in the Certificate.
8.2 Liquidation and Termination. On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final
distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows:
(a) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and
(b) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).
All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Companys property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.
8.3 Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.
ARTICLE IX
GENERAL PROVISIONS
9.1 Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the address given for that Member on Schedule A, or such other address as that Member may specify by notice to the other Members. Whenever any notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
9.2 Entire Agreement. This Agreement constitutes the entire agreement of the Members and their affiliates relating to the Company and supersedes all prior contracts or agreements among the Members with respect to the Company, whether oral or written.
9.3 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.
9.4 Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument executed and agreed to by the Majority Members.
9.5 Binding Effect. Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement is binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.
9.6 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.
9.7 Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
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IN WITNESS WHEREOF, the Sole Member has executed this Agreement as of the date first set forth above.
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NRG ENERGY, INC. | |
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Brian Curci |
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Corporate Secretary |
Exhibit 5.01
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300 North LaSalle |
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Chicago, Illinois 60654 |
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(312) 862-2000 |
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March 22, 2013 |
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NRG Energy, Inc.
and the Guarantors set forth on Exhibits A, B, C, D, E and F
211 Carnegie Center
Princeton, New Jersey 08540
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special legal counsel to NRG Energy, Inc., a Delaware corporation (the Issuer), the Delaware entities set forth on Exhibit A hereto (the Delaware Guarantors), the California entity set forth on Exhibit B hereto (the California Guarantor), the Texas entities set forth on Exhibit C hereto (the Texas Guarantors), the Minnesota entity set forth on Exhibit D hereto (the Minnesota Guarantor), the Oregon entity set forth on Exhibit E hereto (the Oregon Guarantor) and the Vermont entity set forth on Exhibit F hereto (the Vermont Guarantor, and together with the Delaware Guarantors, the California Guarantor, the Texas Guarantors, the Minnesota Guarantor and the Oregon Guarantor, the Guarantors). The Guarantors and the Issuer are collectively referred to herein as the Registrants. This opinion letter is being delivered in connection with the proposed registration of $990,000,000 in aggregate principal amount of the Issuers 6.625% Senior Notes due 2023 (the Exchange Notes) pursuant to a Registration Statement on Form S-4 (as supplemented or amended, the Registration Statement), filed with the Securities and Exchange Commission (the Commission) on March 22, 2013, under the Securities Act of 1933, as amended (the Securities Act). The Registration Statement is being filed in accordance with a Registration Rights Agreement entered into by the Issuer, the Guarantors and certain initial purchasers on September 24, 2012, the Exchange Notes are being offered in exchange for $990,000,000 6.625% Senior Notes due 2023 issued by the Issuer on September 24, 2012 (the Old Notes) through a private placement exempt from the registration requirements of the Securities Act.
The obligations of the Issuer under the Exchange Notes will be guaranteed by the Guarantors (the Guarantees).
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The Exchange Notes are to be issued pursuant to the Indenture (the Base Indenture), dated as of February 2, 2006, among the Issuer and Law Debenture Trust Company of New York, as trustee (the Trustee), as supplemented by the Seventieth Supplemental Indenture, dated as of September 24, 2012, among the Issuer, the guarantors party thereto and the Trustee (the Seventieth Supplemental Indenture), the Seventy-Sixth Supplemental Indenture, dated as of October 9, 2012, among the Issuer, the guarantors party thereto and the Trustee (the Seventy-Sixth Supplemental Indenture), the Eighty-Second Supplemental Indenture, dated as of January 3, 2013, among the Issuer, the guarantors party thereto and the Trustee (the Eighty-Second Supplemental Indenture), and the Eighty-Eighth Supplemental Indenture, dated as of March 13, 2013, among the Issuer, the Guarantors and the Trustee (the Eighty-Eighth Supplemental Indenture and together with the Base Indenture, the Seventieth Supplemental Indenture, the Seventy-Sixth Supplemental Indenture, and the Eighty-Second Supplemental Indenture, the Indenture).
In connection with issuing this opinion letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) resolutions of the Registrants with respect to the issuance of the Exchange Notes and the Guarantees, (ii) organizational documents of the Registrants, (iii) the Indenture and (iv) the Registration Statement.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto (other than the Registrants) and the due authorization, execution and delivery of all documents by the parties thereto (other than the Registrants). As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Registrants and others.
Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) or (iii) other commonly recognized statutory and judicial constraints on enforceability including statutes of limitations.
Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that, when (i) the Registration Statement becomes effective, (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes and the Guarantees have been duly
executed and authenticated in accordance with the provisions of the Indenture and duly delivered to holders of the Old Notes in exchange for the Old Notes and the guarantees related thereto, the Exchange Notes will be validly issued and binding obligations of the Issuer and the Guarantees will be validly issued and binding obligations of the Guarantors.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading Legal Matters in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
Our advice on every legal issue addressed in this letter is based exclusively on the law of the States of California, Delaware and New York or the federal law of the United States. The manner in which any particular issue relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it. For purposes of our opinion with respect to the Texas Guarantors, the Minnesota Guarantor, the Oregon Guarantor and the Vermont Guarantor, we have assumed, without conducting any research or investigation with respect thereto, that such Guarantors are validly existing and have the corporate, limited liability company or limited partnership power and authority, as applicable, to execute and deliver the Indenture and to perform their obligations thereunder, including their Guarantees of the Exchange Notes. With respect to such matters, we understand that there have been filed with the Commission as exhibits to the Registration Statement opinions of: (i) Andrews Kurth LLP, with respect to the Texas Guarantors; (ii) Leonard, Street and Deinard, Professional Association, with respect to the Minnesota Guarantor; (iii) Perkins Coie LLP, with respect to the Oregon Guarantor; and (iv) Paul Frank + Collins P.C., with respect to the Vermont Guarantor. We have made no investigation of, and do not express or imply an opinion on, the laws of such states. This letter is not intended to guarantee the outcome of any legal dispute which may arise in the future. Our opinions herein regarding Delaware law are limited solely to our review of provisions of the General Corporation Law of the State of Delaware, the Limited Liability Company Act of the State of Delaware and the Delaware Revised Uniform Limited Partnership Act (including the statutory provisions, all applicable provisions of the Delaware constitution and reported judicial decisions interpreting the foregoing), without our having made any special investigation as to the applicability of another statute, law, rule or regulation. None of the opinions or other advice contained in this letter considers or covers any foreign or state securities (or blue sky) laws or regulations.
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion after the date of effectiveness of the Registration Statement should the present laws of the States of California, Delaware or New York be changed by legislative action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing of the Registration Statement and in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.
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/s/ Kirkland & Ellis LLP |
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KIRKLAND & ELLIS LLP |
Exhibit A
Delaware Guarantors
Allied Home Warranty GP LLC
Arthur Kill Power LLC
Astoria Gas Turbine Power LLC
Cabrillo Power I LLC
Cabrillo Power II LLC
Carbon Management Solutions LLC
Clean Edge Energy LLC
Conemaugh Power LLC
Connecticut Jet Power LLC
Cottonwood Development LLC
Cottonwood Energy Company LP
Cottonwood Generating Partners I LLC
Cottonwood Generating Partners II LLC
Cottonwood Generating Partners III LLC
Cottonwood Technology Partners LP
Devon Power LLC
Dunkirk Power LLC
El Segundo Power, LLC
El Segundo Power II LLC
Energy Alternatives Wholesale, LLC
Energy Plus Holdings LLC
Energy Plus Natural Gas LP
Everything Energy LLC
GCP Funding Company, LLC
Green Mountain Energy Company
Green Mountain Energy Company (NY COM) LLC
Green Mountain Energy Company (NY RES) 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
Louisiana Generating LLC
Meriden Gas Turbines LLC
Middletown Power LLC
Montville Power LLC
NEO Freehold-Gen LLC
NEO Power Services Inc.
New Genco GP, LLC
Norwalk Power 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 Cabrillo Power Operations Inc.
NRG California Peaker Operations LLC
NRG Cedar Bayou Development Company, LLC
NRG Connecticut Affiliate Services Inc.
NRG Construction LLC
NRG Development Company Inc.
NRG Devon Operations Inc.
NRG Dispatch Services LLC
NRG Dunkirk Operations Inc.
NRG El Segundo Operations Inc.
NRG Energy Labor Services LLC
NRG Energy Services Group LLC
NRG Energy Services LLC
NRG Generation Holdings Inc.
NRG Home & Business Solutions LLC
NRG Home Solutions LLC
NRG Home Solutions Product LLC
NRG Homer City Services LLC
NRG Huntley Operations Inc.
NRG Identity Protect LLC
NRG Ilion Limited Partnership
NRG Ilion LP LLC
NRG International LLC
NRG Maintenance Services LLC
NRG Mextrans Inc.
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 PacGen Inc.
NRG Power Marketing LLC
NRG Reliability Solutions LLC
NRG Renters 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 Texas Holding Inc.
NRG Texas LLC
NRG Texas Power LLC
NRG Unemployment Protection LLC
NRG Warranty Services LLC
NRG West Coast LLC
NRG Western Affiliate Services Inc.
OBrien Cogeneration, Inc. II
Oswego Harbor Power LLC
RE Retail Receivable 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 LP, LLC
Texas Genco Operating Services LLC
US Retailers LLC
Vienna Operations Inc.
Vienna Power LLC
WCP (Generation Holdings) LLC
West Coast Power LLC
Exhibit B
California Guarantor
Eastern Sierra Energy Company LLC
Exhibit C
Texas Guarantor
Allied Warranty LLC
Elbow Creek Wind Project LLC
Langford Wind Power, LLC
Lone Star A/C & Appliance Repair, LLC
NRG South Texas LP
Texas Genco GP, LLC
Texas Genco Holdings, Inc.
Texas Genco Services, LP
Exhibit D
Minnesota Guarantor
NEO Corporation
Exhibit E
Oregon Guarantor
ONSITE Energy, Inc.
Exhibit F
Vermont Guarantor
Energy Protection Insurance Company
Exhibit 5.02
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TAMMIE S. PTACEK |
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612-335-7246 DIRECT |
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TAMMIE.PTACEK@LEONARD.COM |
March 22, 2013
NEO Corporation
211 Carnegie Center
Princeton, NJ 08540
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special counsel to NEO Corporation, a Minnesota corporation (the Guarantor), in connection with the Guarantors proposed guarantee, along with the other guarantors under the Indenture (as defined below), of $990,000,000 in aggregate principal amount of 6.625% Senior Notes due 2023 (the Notes). The Notes are to be issued by NRG Energy, Inc., a Delaware corporation (the Issuer), in connection with an offering made pursuant to a Registration Statement on Form S-4 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the Registration Statement), filed with the Securities and Exchange Commission (the Commission) on March 22, 2013 under the Securities Act of 1933, as amended (the Securities Act). The Registration Statement is being filed in accordance with a Registration Rights Agreement entered into by the Issuer, the guarantors party thereto, including the Guarantor, and certain initial purchasers on September 24, 2012, and the Notes are being offered in exchange for $990,000,000 6.625% Senior Notes due 2023 (the Old Notes). The Old Notes were issued by the Issuer on September 24, 2012 through a private placement exempt from the registration requirements of the Securities Act, all of which are eligible to be exchanged for the Notes. The obligations of the Issuer under the Notes will be guaranteed by the Guarantor (the Guarantee), jointly and severally with other guarantors. The Notes are to be issued pursuant to the Indenture (the Indenture), dated as of February 2, 2006, between the Issuer and Law Debenture Trust Company of New York, as Trustee (the Trustee), as supplemented by the Seventieth Supplemental Indenture relating to the Notes, dated as of September 24, 2012 (the Supplemental Indenture), among the Issuer, the guarantors set forth therein, including the Guarantor, and the Trustee. The Guarantee is to be issued pursuant to the Indenture and the Supplemental Indenture.
In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, corporate records and other instruments: (i) the articles of incorporation and by-laws of the Guarantor, (ii) a written consent of the sole director of the Guarantor with respect to the issuance of the Guarantee and the execution of the Supplemental Indenture, (iii) the Registration Statement, (iv) the Indenture and the Supplemental Indenture and (v) the Notation of Guarantee dated September 24, 2012.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Guarantor and the due authorization, execution and delivery of all documents by the parties thereto other than the Guarantor. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Guarantor, public officials and others.
Our opinions expressed below are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies, (iv) any law except the laws of the State of Minnesota and the Minnesota case law decided thereunder and (v) the Blue Sky laws and regulations of Minnesota.
Based upon and subject to the assumptions, qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that:
1. The Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Minnesota.
2. The Indenture and the Supplemental Indenture have been duly authorized, executed and delivered by the Guarantor. The Indenture and the Supplemental Indenture are valid and binding obligations of the Guarantor and are enforceable against the Guarantor in accordance with their terms.
3. When the Notes have been duly executed and authenticated in accordance with the Indenture and the Supplemental Indenture, and duly delivered to the holders thereof, the Guarantee of the Notes will be a valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms.
4. The execution and delivery of the Indenture and the Supplemental Indenture by the Guarantor and the performance by the Guarantor of its obligations thereunder (including with respect to the Guarantee) do not conflict with or constitute or result in a breach or default under (or an event which with notice or the passage of time or both would constitute a default under) or result in the creation of a lien or encumbrance under or violation of any of (i) the articles of incorporation, bylaws or other organizational documents of the Guarantor or (ii) Applicable Laws. As used herein, Applicable Laws means those laws, rules and regulations of governmental authorities (other than those of counties, towns, municipalities and special political subdivisions) of the State of Minnesota.
5. No consent, waiver, approval, authorization or order of any State of Minnesota court or governmental authority of the State of Minnesota or any political subdivision thereof is required pursuant to any Applicable Laws for the issuance by the Guarantor of the Guarantee.
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of Minnesota be changed by legislative action, judicial decision or otherwise after the effective date of the Registration Statement.
This opinion is furnished to you in connection with the filing by the Issuer of a Registration Statement on Form S-4 which will be incorporated by reference into the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose, except that Kirkland & Ellis LLP may rely on this opinion to the same extent as if it were an addressee hereof.
We hereby consent to the filing of this opinion with the commission as Exhibit 5.02 to the Registration Statement. We also consent to the reference to our firm under the heading Legal Matters in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Tammie S. Ptacek |
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Tammie S. Ptacek |
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LEONARD, STREET AND DEINARD |
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PROFESSIONAL ASSOCIATION |
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Exhibit 5.03
March 22, 2013
NRG South Texas LP
Texas Genco Services, LP
Texas Genco Holdings, Inc.
Texas Genco GP, LLC
Elbow Creek Wind Project LLC
Langford Wind Power, LLC
Allied Warranty LLC
Lone Star A/C and Appliance Repair, LLC
c/o NRG Energy, Inc.
211 Carnegie Center
Princeton, NJ 08540
Re: NRG Energy, Inc.s 6.625% Senior Notes due 2023 - Texas Guarantors.
Ladies and Gentlemen:
We have acted as special counsel to NRG South Texas LP (formerly known as Texas Genco LP), a Texas limited partnership, Texas Genco Services, LP, a Texas limited partnership, Texas Genco Holdings, Inc., a Texas corporation, Texas Genco GP, LLC, a Texas limited liability company, Elbow Creek Wind Project LLC, a Texas limited liability company, Langford Wind Power, LLC, a Texas limited liability company, Allied Warranty LLC, a Texas limited liability company, and Lone Star A/C and Appliance Repair, LLC, a Texas limited liability company (collectively, the Texas Guarantors and individually, a Texas Guarantor), each Texas Guarantor being a subsidiary of NRG Energy, Inc., a Delaware corporation (the Issuer), in connection with the Registration Statement on Form S-4 (the Registration Statement), with the Securities and Exchange Commission (the SEC) under the Securities Act of 1933, as amended (the Act), relating to the registration under the Act of $990,000,000, in aggregate principal amount of the Issuers 6.625% Senior Notes due 2023 (the Exchange Notes) to be offered by the Issuer in exchange for $990,000,000, in aggregate principal amount of the Issuers 6.625% Senior Notes due 2023. The Exchange Notes are being issued pursuant to the Indenture (the Base Indenture), dated as of February 2, 2006, between the Issuer and Law Debenture Trust Company of New York, as Trustee (the Trustee), as supplemented by that certain Seventieth Supplemental Indenture, dated as of September 24, 2012 (the Supplemental Indenture), among the Issuer, the Texas Guarantors and the other guarantors party thereto and the Trustee.
In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following: (i) the organizational documents of the Texas Guarantors, (ii) a certificate of existence issued as of a recent date by the Secretary of State of Texas as to each of the Texas Guarantors, (iii) a certificate of good standing issued as of
a recent date by the Texas Comptroller of Public Accounts with respect to each of the Texas Guarantors, (iv) resolutions adopted by the board of directors or managers of each of the Texas Guarantors or its general partner with respect to, among other things, the execution and delivery by the Texas Guarantors of the Supplemental Indenture, (v) the Registration Statement, and (vi) the Base Indenture and the Supplemental Indenture. We have also examined such other documents and certificates and such matters of law as we have deemed necessary for the purposes of this opinion.
In such examination, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as certified or photostatic copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered. As to any facts material to the opinions expressed herein, we have made no independent investigation of such facts and have relied upon certificates of public officials and certificates of the Secretaries of the Texas Guarantors or their general partners.
Based upon the foregoing and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that:
1. Each of NRG South Texas LP and Texas Genco Services, LP is a limited partnership, validly existing and in good standing under the laws of the State of Texas.
2. Each of Texas Genco GP, LLC, Elbow Creek Wind Project LLC, Langford Wind Power LLC, Allied Warranty LLC and Lone Star A/C and Appliance Repair, LLC is a limited liability company, validly existing and in good standing under the laws of the State of Texas.
3. Texas Genco Holdings, Inc. is a corporation, validly existing and in good standing under the laws of the State of Texas.
4. Each of the Texas Guarantors has the corporate, limited liability company or limited partnership power and authority to execute and deliver the Supplemental Indenture and to perform its obligations thereunder, including its guarantee of the Exchange Notes.
5. The Supplemental Indenture has been duly authorized, executed and delivered by the Texas Guarantors.
Our opinions set forth in paragraphs 1 through 3 above are rendered in reliance upon certificates and other communications from officials of the State of Texas.
The opinions stated in this letter are limited to the applicable laws of the State of Texas.
We hereby consent to (i) the filing of this opinion with the SEC as an exhibit to the Registration Statement, and (ii) reliance on this opinion by Kirkland & Ellis LLP. We also consent to the reference to our firm under the caption Legal Matters in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC. We assume no obligation to revise or supplement this opinion after the
date of effectiveness of the Registration Statement should the present laws of the State of Texas be changed by legislative action, judicial decision or otherwise.
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/s/ Andrews Kurth LLP |
Exhibit 5.04
March 22, 2013
ONSITE Energy, Inc.
c/o NRG Energy, Inc.
211 Carnegie Center
Princeton, NJ 08540
Re: NRG Energy, Inc.s 6.625% Senior Notes due 2023 - Oregon Guarantor
Ladies and Gentlemen:
We have acted as special counsel to ONSITE Energy, Inc., an Oregon corporation (the Oregon Guarantor), a subsidiary of NRG Energy, Inc., a Delaware corporation (the Issuer), in connection with the registration under the Securities Act of 1933, as amended (the Securities Act), of $990,000,000 in aggregate principal amount of the Issuers 6.625% Senior Notes due 2023 (the Exchange Notes) pursuant to the Registration Statement on Form S-4 (the Registration Statement), filed with the Securities and Exchange Commission under the Securities Act. The Exchange Notes are proposed to be offered by the Issuer in exchange for existing $990,000,000 in aggregate principal amount of the Issuers outstanding 6.625% Senior Notes due 2023. The Exchange Notes will be issued pursuant to the Indenture (the Base Indenture), dated as of February 2, 2006, between the Issuer and Law Debenture Trust Company of New York, as Trustee (the Trustee), as supplemented by the Seventieth Supplemental Indenture, dated as of September 24, 2012 (the Supplemental Indenture), among the Issuer, the Oregon Guarantor and the other guarantors party thereto and the Trustee. The Oregon Guarantor will execute a Notation of Guarantee (the Notation of Guarantee) on the Exchange Notes to evidence its guarantee (the Guarantee) of the Issuers obligations under the Exchange Notes pursuant to the Supplemental Indenture.
In our capacity as counsel to the Oregon Guarantor, we have examined (a) the Registration Statement, (b) the Base Indenture and Supplemental Indenture, (c) the form of Exchange Notes and Notation of Guarantee attached to the Supplemental Indenture, (d) the articles of incorporation, by-laws and resolutions of the Oregon Guarantor and (e) the originals, or copies identified to our satisfaction, of such corporate records of the Oregon Guarantor, certificates of public officials, officers of the Oregon Guarantor and other persons, and such
other documents, agreements and instruments as we have deemed necessary as a basis for the opinions expressed below. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies, and the truth, accuracy and completeness of the information, representations and warranties contained in the Registration Statement and such other documents, agreements and instruments.
Based on and subject to the foregoing and the other assumptions, exclusions and qualifications in this letter, we are of the opinion that the Oregon Guarantor (1) is a corporation validly existing under Oregon law; (2) has the corporate power to execute and deliver the Supplemental Indenture and the Notation of Guarantee; (3) has taken all corporate action necessary to authorize the execution and delivery of the Supplemental Indenture and the Notation of Guarantee; and (4) has executed and delivered the Supplemental Indenture.
We do not express any opinions herein concerning any laws other than the laws in their current forms of the State of Oregon, and we express no opinion with respect to the laws of any other jurisdiction.
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the caption Legal Matters. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or related rules nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term expert as used in the Securities Act or related rules.
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Very truly yours, |
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/s/ Perkins Coie LLP |
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PERKINS COIE LLP |
Exhibit 5.05
March 22, 2013
Energy Protection Insurance Company
126 College Street
Suite 400
Burlington, VT 05401
Re: Energy Protection Insurance Company as Guarantor of NRG Energy, Inc.
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special counsel to Energy Protection Insurance Company, a Vermont corporation (the Guarantor) being a subsidiary of NRG Energy, Inc., a Delaware corporation (the Issuer), in connection with the Guarantors proposed guarantee, along with the other guarantors under the Base Indenture (as defined below) of $990,000,000 in aggregate principal amount of 6.625% Senior Notes due 2023, (the Exchange Notes). The Exchange Notes are to be issued by the Issuer, in connection with an offering made pursuant to a Registration Statement on Form S-4 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the Registration Statement), to be filed with the Securities and Exchange Commission (the SEC) under the Securities Act of 1933, as amended (the Act). The Registration Statement is being filed in connection with the registration under the Act of the Exchange Notes being offered by the Issuer. The Exchange Notes are to be issued pursuant to the Indenture (Base Indenture), dated as of February 2, 2006, between the Issuer and Law Debenture Trust Company of New York, as Trustee (the Trustee), as supplemented by that certain Seventieth Supplemental Indenture relating to the $990,000,000 Senior Notes, dated as of September 24, 2012 (the Seventieth Supplemental Indenture or the Supplemental Indenture), among the Issuer, the Guarantor, the other guarantors party thereto and the Trustee.
In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following: (i) the organizational documents of the Guarantor certified by the Vermont Secretary of State on March 13, 2013, (ii) the Bylaws of the Company, (iii) a certificate of good standing of the Guarantor issued by the Vermont Secretary of State dated March 13, 2013, (iv) a certificate of good standing of the Guarantor issued by the Vermont Department of Financial Regulation dated March 13, 2013, (v) a certificate of the Assistant Secretary of Guarantor dated March 22, 2013, (vi) resolutions adopted by the board of directors of the Guarantor with respect to, among other things, the execution and delivery by the Guarantor of the Supplemental Indenture and the Registration Statement, (vii) the Registration Statement, and (viii) the Base Indenture and the Supplemental Indenture. We have also examined such other documents and certificates and such matters of law as we have deemed necessary for the purposes of this opinion.
In such examination, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as certified or photostatic copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered. As to any facts material to the opinions expressed herein, we have made no independent investigation of such facts and have relied upon certificates of public officials and certificate of the Assistant Secretary of the Guarantor.
Our opinions expressed below are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies, (iv) any law except the laws of the State of Vermont and the Vermont case law decided thereunder and (v) the Blue Sky laws and regulations of Vermont.
Based upon the foregoing and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that:
1. Energy Protection Insurance Company is validly existing and is in good standing under the laws of the State of Vermont.
2. Energy Protection Insurance Company has the corporate power and authority to execute and deliver the Supplemental Indenture and to perform its obligations thereunder, including its guarantee of the Exchange Notes.
3. The Supplemental Indenture has been duly authorized, executed and delivered by Energy Protection Insurance Company.
Our opinions set forth in paragraph 1 above are rendered in reliance upon certificates and other communications from officials of the State of Vermont.
*****
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations, and judicial decisions of the State of Vermont. We assume no obligation to revise or supplement this opinion after the date of effectiveness of the Registration Statement should the existing statutes, rules, regulations or judicial decision of the State of Vermont be changed by legislative action, judicial decision or otherwise.
We hereby consent to (i) the filing of this opinion with the SEC as an exhibit to the Registration Statement, and (ii) reliance on this opinion by Kirkland & Ellis LLP. We also consent to the reference to our firm under the caption Legal Matters in the Registration
Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC. We assume no obligation to revise or supplement this opinion after the date of effectiveness of the Registration Statement should the present laws of the State of Vermont be changed by legislative action, judicial decision or otherwise.
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Very truly yours, |
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/s/ PAUL FRANK + COLLINS P.C. |
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PAUL FRANK + COLLINS P.C. |
Exhibit 12.01
NRG ENERGY, INC. AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
|
|
For the Year Ended December 31, |
| |||||||||||||
|
|
2012 |
|
2011(a) |
|
2010 |
|
2009 |
|
2008 |
| |||||
|
|
(in millions except ratio) |
| |||||||||||||
Earnings: |
|
|
|
|
|
|
|
|
|
|
| |||||
Income/(loss) from continuing operations before income tax |
|
$ |
252 |
|
$ |
(646 |
) |
$ |
753 |
|
$ |
1,669 |
|
$ |
1,766 |
|
Net income/(loss) attributable to noncontrolling interest |
|
20 |
|
|
|
(1 |
) |
(1 |
) |
|
| |||||
Less: |
|
|
|
|
|
|
|
|
|
|
| |||||
Distributions and equity in earnings of unconsolidated affiliates |
|
2 |
|
9 |
|
(19 |
) |
(41 |
) |
(44 |
) | |||||
Impairment charge on equity method investment |
|
2 |
|
495 |
|
|
|
|
|
|
| |||||
Capitalized interest |
|
(140 |
) |
(80 |
) |
(36 |
) |
(37 |
) |
(45 |
) | |||||
Add: |
|
|
|
|
|
|
|
|
|
|
| |||||
Fixed charges |
|
864 |
|
931 |
|
678 |
|
703 |
|
634 |
| |||||
Amortization of capitalized interest |
|
11 |
|
7 |
|
4 |
|
3 |
|
1 |
| |||||
Total Earnings: |
|
$ |
1,011 |
|
$ |
716 |
|
$ |
1,379 |
|
$ |
2,296 |
|
$ |
2,312 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Fixed Charges: |
|
|
|
|
|
|
|
|
|
|
| |||||
Interest expense |
|
$ |
671 |
|
$ |
808 |
|
$ |
600 |
|
$ |
610 |
|
$ |
546 |
|
Interest capitalized |
|
140 |
|
80 |
|
36 |
|
37 |
|
45 |
| |||||
Amortization of debt issuance costs |
|
32 |
|
26 |
|
25 |
|
31 |
|
22 |
| |||||
Amortization of debt discount |
|
9 |
|
6 |
|
7 |
|
13 |
|
15 |
| |||||
Approximation of interest in rental expense |
|
12 |
|
11 |
|
10 |
|
12 |
|
6 |
| |||||
Total Fixed Charges: |
|
$ |
864 |
|
$ |
931 |
|
$ |
678 |
|
$ |
703 |
|
$ |
634 |
|
Ratio of Earnings to Combined Fixed Charges |
|
1.17 |
|
0.77 |
|
2.03 |
|
3.27 |
|
3.65 |
|
(a) The ratio coverage for the year ended December 31, 2011 was less than 1:1. NRG would have needed to generate additional earnings of $215 million to achieve a ratio coverage of 1:1.
Exhibit 21.01
SUBSIDIARIES OF NRG ENERGY, INC.
Entity Name |
|
Jurisdiction |
AC Solar Holdings LLC |
|
Delaware |
AFE Marquette LLC |
|
Wisconsin |
Agua Caliente Solar Holdings LLC |
|
Delaware |
Agua Caliente Solar, LLC |
|
Delaware |
Allied Home Warranty GP LLC |
|
Delaware |
Allied Warranty LLC |
|
Texas |
Alta Vista SunTower, LLC |
|
Delaware |
Arthur Kill Gas Turbines LLC |
|
Delaware |
Arthur Kill Power LLC |
|
Delaware |
Astoria Gas Turbine Power LLC |
|
Delaware |
Avenal Park LLC |
|
Delaware |
Avenal Solar Holdings LLC |
|
Delaware |
Bayou Cove Peaking Power, LLC |
|
Delaware |
Berrians I Gas Turbine Power LLC |
|
Delaware |
Big Cajun I Peaking Power LLC |
|
Delaware |
Big Cajun II Unit 4 LLC |
|
Delaware |
Big Rock SunTower, LLC |
|
Delaware |
bioNRG Tonawanda Inc. |
|
Delaware |
Bluewater Wind Delaware LLC |
|
Delaware |
Bluewater Wind Maryland LLC |
|
Delaware |
Bluewater Wind New Jersey Energy LLC |
|
Delaware |
Cabrillo Power I LLC |
|
Delaware |
Cabrillo Power II LLC |
|
Delaware |
Camas Power Boiler Limited Partnership |
|
Oregon |
Camas Power Boiler, Inc. |
|
Oregon |
Carbon Management Solutions LLC |
|
Delaware |
Carlsbad Energy Center LLC |
|
Delaware |
Cheng Power Systems, Inc. |
|
Delaware |
Chickahominy River Energy Corp. |
|
Virginia |
Clean Edge Energy LLC |
|
Delaware |
Cody SunTower, LLC |
|
Delaware |
Commonwealth Atlantic Power LLC |
|
Delaware |
Conemaugh Fuels, LLC |
|
Delaware |
Conemaugh Power LLC |
|
Delaware |
Connecticut Jet Power LLC |
|
Delaware |
Continental Energy, LLC |
|
Arizona |
Cottonwood Development LLC |
|
Delaware |
Cottonwood Energy Company LP |
|
Delaware |
Cottonwood Generating Partners I LLC |
|
Delaware |
Cottonwood Generating Partners II LLC |
|
Delaware |
Cottonwood Generating Partners III LLC |
|
Delaware |
Cottonwood Technology Partners LP |
|
Delaware |
Delaware Power Development LLC |
|
Delaware |
Desert View SunTower, LLC |
|
Delaware |
Devon Power LLC |
|
Delaware |
Dunkirk Power LLC |
|
Delaware |
Eastern Sierra Energy Company LLC |
|
California |
El Mirage Energy, LLC |
|
Arizona |
El Segundo Energy Center II LLC |
|
Delaware |
El Segundo Energy Center LLC |
|
Delaware |
El Segundo Power II LLC |
|
Delaware |
El Segundo Power, LLC |
|
Delaware |
Elbow Creek Wind Project LLC |
|
Texas |
Energy Alternatives Wholesale, LLC |
|
Delaware |
Energy Investors Fund, L.P. |
|
Delaware |
Energy National, Inc. |
|
Utah |
Energy Plus Holdings LLC |
|
Delaware |
Energy Plus Natural Gas LLC |
|
Delaware |
Energy Protection Insurance Company |
|
Vermont |
Enifund, Inc. |
|
Utah |
Enigen, Inc. |
|
Utah |
ESOCO Molokai, Inc. |
|
Utah |
ESOCO, Inc. |
|
Utah |
eV2g LLC |
|
Delaware |
Everything Energy LLC |
|
Delaware |
Fairmont SunTower, LLC |
|
Delaware |
FUSD Energy, LLC |
|
Arizona |
GCE Holding LLC |
|
Connecticut |
GCP Funding Company, LLC |
|
Delaware |
GenConn Devon LLC |
|
Connecticut |
GenConn Energy LLC |
|
Connecticut |
GenConn Middletown LLC |
|
Connecticut |
GenOn Americas Generation, LLC |
|
Delaware |
GenOn Americas Procurement, Inc. |
|
Delaware |
GenOn Americas, Inc. |
|
Delaware |
GenOn Asset Management, LLC |
|
Delaware |
GenOn Bowline, LLC |
|
Delaware |
GenOn California North, LLC |
|
Delaware |
GenOn Canal, LLC |
|
Delaware |
GenOn Capital Inc. |
|
Delaware |
GenOn Chalk Point, LLC |
|
Delaware |
GenOn Delta, LLC |
|
Delaware |
GenOn Energy Holdings, Inc. |
|
Delaware |
GenOn Energy Management, LLC |
|
Delaware |
GenOn Energy Services, LLC |
|
Delaware |
GenOn Energy, Inc. |
|
Delaware |
GenOn Florida GP, LLC |
|
Delaware |
GenOn Florida, LP |
|
Delaware |
GenOn Fund 2001 LLC |
|
Delaware |
GenOn Gibbons Road, LLC |
|
Delaware |
GenOn Kendall, LLC |
|
Delaware |
GenOn Key/Con Fuels, LLC |
|
Delaware |
GenOn Lovett, LLC |
|
Delaware |
GenOn Marsh Landing Holdings, LLC |
|
Delaware |
GenOn Marsh Landing, LLC |
|
Delaware |
GenOn MD Ash Management, LLC |
|
Delaware |
GenOn Mid-Atlantic Development, LLC |
|
Delaware |
GenOn Mid-Atlantic, LLC |
|
Delaware |
GenOn New York, LLC |
|
Delaware |
GenOn North America, LLC |
|
Delaware |
GenOn Northeast Generation, Inc. |
|
Delaware |
GenOn Northeast Holdings, Inc. |
|
Delaware |
GenOn Northeast Management Company |
|
Pennsylvania |
GenOn Piney Point, LLC |
|
Delaware |
GenOn Potomac River, LLC |
|
Delaware |
GenOn Potrero, LLC |
|
Delaware |
GenOn Power Generation Assets, LLC |
|
Delaware |
GenOn Power Generation, LLC |
|
Delaware |
GenOn Power Midwest GP, LLC |
|
Delaware |
GenOn Power Midwest, LP |
|
Delaware |
GenOn Power Operating Services Midwest, Inc. |
|
Delaware |
GenOn REMA Services, Inc. |
|
Delaware |
GenOn REMA, LLC |
|
Delaware |
GenOn Sabine (Delaware), Inc. |
|
Delaware |
GenOn Sabine (Texas), Inc. |
|
Delaware |
GenOn Special Procurement, Inc. |
|
Delaware |
GenOn Tank Farm, LLC |
|
Delaware |
GenOn West GP, LLC |
|
Delaware |
GenOn West, LP |
|
Delaware |
GenOn Wholesale Generation GP, LLC |
|
Delaware |
GenOn Wholesale Generation, LP |
|
Delaware |
GenOn Willow Pass, LLC |
|
Delaware |
Geostellar, Inc. |
|
Delaware |
Gladstone Power Station Joint Venture |
|
Australia |
Granite II Holding, LLC |
|
Delaware |
Granite Power Partners II, L.P. |
|
Delaware |
Green Mountain Energy Company |
|
Delaware |
Green Mountain Energy Company (NY COM) LLC |
|
Delaware |
Green Mountain Energy Company (NY RES) LLC |
|
Delaware |
Gröbener Logistick GmbH - Spedition, Handel und Transport |
|
Germany |
Hanover Energy Company |
|
California |
High Plains Ranch II, LLC |
|
Delaware |
HLE Solar Holdings, LLC |
|
Delaware |
HSD Solar Holdings, LLC |
|
California |
Hudson Valley Gas Corporation |
|
New York |
Huntley IGCC LLC |
|
Delaware |
Huntley Power LLC |
|
Delaware |
Independence Energy Alliance LLC |
|
Delaware |
Independence Energy Group LLC |
|
Delaware |
Independence Energy Natural Gas LLC |
|
Delaware |
Indian River Operations Inc. |
|
Delaware |
Indian River Power LLC |
|
Delaware |
Ivanpah Master Holdings, LLC |
|
Delaware |
Ivanpah Project I Holdings, LLC |
|
Delaware |
Ivanpah Project II Holdings, LLC |
|
Delaware |
Ivanpah Project III Holdings, LLC |
|
Delaware |
Jackson Valley Energy Partners, L.P. |
|
California |
James River Power LLC |
|
Delaware |
Kaufman Cogen LP |
|
Delaware |
Keystone Fuels, LLC |
|
Delaware |
Keystone Power LLC |
|
Delaware |
Lake Erie Properties Inc. |
|
Delaware |
Lambique Beheer B.V. |
|
Netherlands |
Langford Wind Power, LLC |
|
Texas |
Lone Star A/C & Appliance Repair LLC |
|
Delaware |
Long Beach Generation LLC |
|
Delaware |
Long Beach Peakers LLC |
|
Delaware |
Long Beach Power LLC |
|
Delaware |
Longhorn Energy, LLC |
|
Arizona |
Lot 59, LLC |
|
Arizona |
Louisiana Generating LLC |
|
Delaware |
LSP-Nelson Energy, LLC |
|
Delaware |
MC Asset Recovery LLC |
|
Delaware |
Meriden Gas Turbines LLC |
|
Delaware |
Middletown Power LLC |
|
Delaware |
Mirant (Bermuda), Ltd. |
|
Bermuda |
Mirant (Navotas II) Corporation |
|
Philippines |
Mirant AP Investments Limited |
|
British Virgin Islands |
Mirant Asia-Pacific Construction Limited (Hong Kong) |
|
Hong Kong |
Mirant Asia-Pacific Ventures, LLC |
|
Delaware |
Mirant Intellectual Asset Management and Marketing, LLC |
|
Delaware |
Mirant International Investments, Inc. |
|
Delaware |
Mirant Navotas Corporation |
|
Philippines |
Mirant New York Services, LLC |
|
Delaware |
Mirant Power Purchase, LLC |
|
Delaware |
Mirant Trust I |
|
Delaware |
Mirant Wrightsville Investments, Inc. |
|
Delaware |
Mirant Wrightsville Management, Inc. |
|
Delaware |
MNA Finance Corp. |
|
Delaware |
Monster Energy, LLC |
|
Arizona |
Montville IGCC LLC |
|
Delaware |
Montville Power LLC |
|
Delaware |
Natural Gas Repowering LLC |
|
Delaware |
NEO Chester-Gen LLC |
|
Delaware |
NEO Corporation |
|
Minnesota |
NEO Freehold-Gen LLC |
|
Delaware |
NEO Power Services Inc. |
|
Delaware |
Netherlands Antilles Holdco |
|
Netherlands Antilles |
Netherlands Holdco |
|
Netherlands |
New Genco GP, LLC |
|
Delaware |
New Jersey Power Development LLC |
|
Delaware |
NINA Construction LLC |
|
Delaware |
NINA Investments Holdings LLC |
|
Delaware |
NINA Modularization LLC |
|
Delaware |
NINA Nuclear Training LLC |
|
Delaware |
NINA Steel Investments LLC |
|
Delaware |
NINA Texas 3 LLC |
|
Delaware |
NINA Texas 4 LLC |
|
Delaware |
Norwalk Power LLC |
|
Delaware |
NRG Affiliate Services Inc. |
|
Delaware |
NRG Alta Vista LLC |
|
Delaware |
NRG Artesian Energy LLC |
|
Delaware |
NRG Arthur Kill Operations Inc. |
|
Delaware |
NRG Asia-Pacific, Ltd. |
|
Delaware |
NRG Astoria Gas Turbine Operations Inc. |
|
Delaware |
NRG Astoria Power LLC |
|
Delaware |
NRG Audrain Generating LLC |
|
Delaware |
NRG Audrain Holding LLC |
|
Delaware |
NRG Bayou Cove LLC |
|
Delaware |
NRG Bluewater Holdings LLC |
|
Delaware |
NRG Bluewater Wind Massachusetts LLC |
|
Delaware |
NRG Bourbonnais Equipment LLC |
|
Delaware |
NRG Bourbonnais LLC |
|
Illinois |
NRG Brazos Valley GP LLC |
|
Delaware |
NRG Brazos Valley LP LLC |
|
Delaware |
NRG Cabrillo Power Operations Inc. |
|
Delaware |
NRG Cadillac Inc. |
|
Delaware |
NRG Cadillac Operations Inc. |
|
Delaware |
NRG California Peaker Operations LLC |
|
Delaware |
NRG Capital II LLC |
|
Delaware |
NRG Caymans Company |
|
Cayman Islands |
NRG Caymans-C |
|
Cayman Islands |
NRG Caymans-P |
|
Cayman Islands |
NRG Cedar Bayou Development Company, LLC |
|
Delaware |
NRG CleanTech Investments LLC |
|
Delaware |
NRG Coal Development Company LLC |
|
Delaware |
NRG ComLease LLC |
|
Delaware |
NRG Common Stock Finance I LLC |
|
Delaware |
NRG Common Stock Finance II LLC |
|
Delaware |
NRG Connecticut Affiliate Services Inc. |
|
Delaware |
NRG Connecticut Peaking Development LLC |
|
Delaware |
NRG Construction LLC |
|
Delaware |
NRG Development Company Inc. |
|
Delaware |
NRG Devon Operations Inc. |
|
Delaware |
NRG Dispatch Services LLC |
|
Delaware |
NRG Dunkirk Operations Inc. |
|
Delaware |
NRG El Segundo Operations Inc. |
|
Delaware |
NRG Electricity Sales Princeton LLC |
|
Delaware |
NRG Energy Center Dover LLC |
|
Delaware |
NRG Energy Center Eagles LLC |
|
Delaware |
NRG Energy Center Harrisburg LLC |
|
Delaware |
NRG Energy Center HCEC LLC |
|
Delaware |
NRG Energy Center Minneapolis LLC |
|
Delaware |
NRG Energy Center Paxton LLC |
|
Delaware |
NRG Energy Center Phoenix LLC |
|
Delaware |
NRG Energy Center Pittsburgh LLC |
|
Delaware |
NRG Energy Center Princeton LLC |
|
Delaware |
NRG Energy Center San Diego LLC |
|
Delaware |
NRG Energy Center San Francisco LLC |
|
Delaware |
NRG Energy Center Smyrna LLC |
|
Delaware |
NRG Energy Center Tucson LLC |
|
Arizona |
NRG Energy Jackson Valley I, Inc. |
|
California |
NRG Energy Jackson Valley II, Inc. |
|
California |
NRG Energy Labor Services LLC |
|
Delaware |
NRG Energy Services Group LLC |
|
Delaware |
NRG Energy Services LLC |
|
Delaware |
NRG Equipment Company LLC |
|
Nevada |
NRG ESA Joint Development LLC |
|
Delaware |
NRG EV Services LLC |
|
Delaware |
NRG Gas Development Company, LLC |
|
Delaware |
NRG Gaskell LLC |
|
Delaware |
NRG Generation Holdings, Inc. |
|
Delaware |
NRG Gladstone Operating Services Pty Ltd |
|
Australia |
NRG Granite Acquisition LLC |
|
Delaware |
NRG Harrisburg Cooling LLC |
|
Delaware |
NRG Holdings, Inc. |
|
Delaware |
NRG Home & Business Solutions LLC |
|
Delaware |
NRG Home Solutions LLC |
|
Delaware |
NRG Home Solutions Product LLC |
|
Delaware |
NRG Homer City Services LLC |
|
Delaware |
NRG Huntley Operations Inc. |
|
Delaware |
NRG Identity Protect LLC |
|
Delaware |
NRG Ilion Limited Partnership |
|
Delaware |
NRG Ilion LP LLC |
|
Delaware |
NRG Independence Solar LLC |
|
Delaware |
NRG International II Inc. |
|
Delaware |
NRG International III Inc. |
|
Delaware |
NRG International LLC |
|
Delaware |
NRG Kaufman LLC |
|
Delaware |
NRG Latin America Inc. |
|
Delaware |
NRG LC Facility Company LLC |
|
Delaware |
NRG Limestone 3, LLC |
|
Delaware |
NRG Maintenance Services LLC |
|
Delaware |
NRG Merger Sub, Inc. |
|
Delaware |
NRG Mesquite LLC |
|
Delaware |
NRG Mextrans Inc. |
|
Delaware |
NRG MidAtlantic Affiliate Services Inc. |
|
Delaware |
NRG Middletown Operations Inc. |
|
Delaware |
NRG Montville Operations Inc. |
|
Delaware |
NRG Nelson Turbines LLC |
|
Delaware |
NRG New Jersey Energy Sales LLC |
|
Delaware |
NRG New Roads Holdings LLC |
|
Delaware |
NRG NM Suntower LLC |
|
Delaware |
NRG North Central Operations Inc. |
|
Delaware |
NRG Northeast Affiliate Services Inc. |
|
Delaware |
NRG Norwalk Harbor Operations Inc. |
|
Delaware |
NRG Operating Services, Inc. |
|
Delaware |
NRG Oswego Harbor Power Operations Inc. |
|
Delaware |
NRG PacGen Inc. |
|
Delaware |
NRG Peaker Finance Company LLC |
|
Delaware |
NRG Power Marketing LLC |
|
Delaware |
NRG Procurement Company LLC |
|
Nevada |
NRG Reliability Solutions LLC |
|
Delaware |
NRG Renters Protection LLC |
|
Delaware |
NRG Repowering Holdings LLC |
|
Delaware |
NRG Residential Solar Solutions Leasing II LLC |
|
Delaware |
NRG Residential Solar Solutions LLC |
|
Delaware |
NRG Retail LLC |
|
Delaware |
NRG Rockford Acquisition LLC |
|
Delaware |
NRG Rockford Equipment II LLC |
|
Illinois |
NRG Rockford Equipment LLC |
|
Illinois |
NRG Rockford II LLC |
|
Illinois |
NRG Rockford LLC |
|
Illinois |
NRG Rocky Road LLC |
|
Delaware |
NRG Saguaro Operations Inc. |
|
Delaware |
NRG SanGencisco LLC |
|
Delaware |
NRG Security LLC |
|
Delaware |
NRG Services Corporation |
|
Delaware |
NRG Sherbino LLC |
|
Delaware |
NRG Silver CIty Bond Purchaser LLC |
|
Delaware |
NRG SimplySmart Solutions LLC |
|
Delaware |
NRG Solar Alpine II LLC |
|
Delaware |
NRG Solar Alpine LLC |
|
Delaware |
NRG Solar Anasco LLC |
|
Delaware |
NRG Solar Apple II LLC |
|
Delaware |
NRG Solar Apple LLC |
|
Delaware |
NRG Solar Arrowhead LLC |
|
Delaware |
NRG Solar Asset Management LLC |
|
Delaware |
NRG Solar AV Holdco LLC |
|
Delaware |
NRG Solar Avra Valley LLC |
|
Delaware |
NRG Solar Blythe II LLC |
|
Delaware |
NRG Solar Blythe III LLC |
|
Delaware |
NRG Solar Blythe IV LLC |
|
Delaware |
NRG Solar Blythe LLC |
|
Delaware |
NRG Solar Blythe V LLC |
|
Delaware |
NRG Solar Borrego Holdco LLC |
|
Delaware |
NRG Solar Borrego I LLC |
|
Delaware |
NRG Solar Borrego II LLC |
|
Delaware |
NRG Solar Caribe LLC |
|
Delaware |
NRG Solar CVSR Holdings LLC |
|
Delaware |
NRG Solar Desert Center II LLC |
|
Delaware |
NRG Solar Desert Center LLC |
|
Delaware |
NRG Solar DG LLC |
|
Delaware |
NRG Solar DOD 1 LLC |
|
Delaware |
NRG Solar Green Valley LLC |
|
Delaware |
NRG Solar Hyder I LLC |
|
Delaware |
NRG Solar Hyder II LLC |
|
Delaware |
NRG Solar Hyder III LLC |
|
Delaware |
NRG Solar Iguana LLC |
|
Delaware |
NRG Solar Isabela LLC |
|
Delaware |
NRG Solar Ivanpah LLC |
|
Delaware |
NRG Solar Juncos LLC |
|
Delaware |
NRG Solar LLC |
|
Delaware |
NRG Solar Montecristi LLC |
|
Delaware |
NRG Solar Pacific LLC |
|
Delaware |
NRG Solar PV LLC |
|
Delaware |
NRG Solar Ring LLC |
|
Delaware |
NRG Solar Roadrunner Holdings LLC |
|
Delaware |
NRG Solar Roadrunner LLC |
|
Delaware |
NRG Solar Sabana Grande LLC |
|
Delaware |
NRG Solar Santiago LLC |
|
Delaware |
NRG Solar SBV LLC |
|
Delaware |
NRG Solar SC Stadium LLC |
|
Delaware |
NRG Solar Sunora LLC |
|
Delaware |
NRG Solar Sunrise LLC |
|
Delaware |
NRG Solar Tabernacle LLC |
|
Delaware |
NRG Solar Ventures LLC |
|
Delaware |
NRG Solar Wharton LLC |
|
Delaware |
NRG South Central Affiliate Services Inc. |
|
Delaware |
NRG South Central Generating LLC |
|
Delaware |
NRG South Central Operations Inc. |
|
Delaware |
NRG South Texas LP |
|
Texas |
NRG South Trent Holdings LLC |
|
Delaware |
NRG Southaven LLC |
|
Delaware |
NRG Sterlington Power LLC |
|
Delaware |
NRG SunCap Leasing I LLC |
|
Delaware |
NRG Switchyard Energy LLC |
|
Delaware |
NRG Telogia Power LLC |
|
Delaware |
NRG Texas C&I Supply LLC |
|
Delaware |
NRG Texas Holding Inc. |
|
Delaware |
NRG Texas LLC |
|
Delaware |
NRG Texas Power LLC |
|
Delaware |
NRG Texas Retail LLC |
|
Delaware |
NRG Thermal LLC |
|
Delaware |
NRG Thermal Solar LLC |
|
Delaware |
NRG Transmission Holdings LLC |
|
Delaware |
NRG Unemployment Protection LLC |
|
Delaware |
NRG Victoria I Pty Ltd |
|
Australia |
NRG Warranty Services LLC |
|
Delaware |
NRG West Coast LLC |
|
Delaware |
NRG West Holdings LLC |
|
Delaware |
NRG West Procurement Company LLC |
|
Delaware |
NRG Western Affiliate Services Inc. |
|
Delaware |
NRG Wind Development Company, LLC |
|
Delaware |
NRG Yieldco, Inc. |
|
Delaware |
NRG Yieldco LLC |
|
Delaware |
NRG Yieldco Operating LLC |
|
Delaware |
NRGenerating German Holdings GmbH |
|
Switzerland |
NRGenerating International B.V. |
|
Netherlands |
NRGenerating Luxembourg (No. 1) S.a.r.l. |
|
Luxembourg |
NRGenerating Luxembourg (No. 2) S.a.r.l. |
|
Luxembourg |
Nuclear Innovation North America Investments LLC |
|
Delaware |
Nuclear Innovation North America LLC |
|
Delaware |
O Brien Cogeneration, Inc. II |
|
Delaware |
OC Solar 2010, LLC |
|
California |
ONSITE Energy, Inc. |
|
Oregon |
Orion Power New York GP, Inc. |
|
Delaware |
Orion Power New York LP, LLC |
|
Delaware |
Orion Power New York, L.P. |
|
Delaware |
Oswego Harbor Power LLC |
|
Delaware |
P.T. Dayalistrik Pratama |
|
Indonesia |
Pacific Crockett Holdings, Inc. |
|
Oregon |
Pacific Generation Company |
|
Oregon |
Pacific Generation Holdings Company |
|
Oregon |
Pacific-Mt. Poso Corporation |
|
Oregon |
PESD Energy, LLC |
|
Arizona |
Petra Nova CCS I LLC |
|
Delaware |
Petra Nova Holdings LLC |
|
Delaware |
Petra Nova LLC |
|
Delaware |
Petra Nova Parish Holdings LLC |
|
Delaware |
Petra Nova Power I LLC |
|
Delaware |
PFMG 2011 Finance Holdco, LLC |
|
Delaware |
PFMG Apple I LLC |
|
Delaware |
PM Solar Holdings, LLC |
|
California |
Project Finance Fund III, L.P. |
|
Delaware |
ProSun Solar Development Company, LLC |
|
Delaware |
RE Retail Receivables, LLC |
|
Delaware |
Reliant Energy Charitable Foundation |
|
Delaware |
Reliant Energy Northeast LLC |
|
Delaware |
Reliant Energy Power Supply, LLC |
|
Delaware |
Reliant Energy Retail Holdings, LLC |
|
Delaware |
Reliant Energy Retail Services, LLC |
|
Delaware |
RERH Holdings, LLC |
|
Delaware |
Roadrunner SunTower, LLC |
|
Delaware |
RRI Energy Broadband, Inc. |
|
Delaware |
RRI Energy Channelview (Delaware), LLC |
|
Delaware |
RRI Energy Channelview (Texas), LLC |
|
Delaware |
RRI Energy Channelview LP |
|
Delaware |
RRI Energy Communications, Inc. |
|
Delaware |
RRI Energy Services Channelview LLC |
|
Delaware |
RRI Energy Services Desert Basin, LLC |
|
Delaware |
RRI Energy Services, LLC |
|
Delaware |
RRI Energy Solutions East, LLC |
|
Delaware |
RRI Energy Trading Exchange, Inc. |
|
Delaware |
RRI Energy Ventures, Inc. |
|
Delaware |
Saale Energie Services GmbH |
|
Germany |
Sabine Cogen, L.P. |
|
Delaware |
Sachsen Holding B.V. |
|
Netherlands |
Saguaro Power Company, a Limited Partnership |
|
California |
Saguaro Power LLC |
|
Delaware |
San Gabriel Power Generation, LLC |
|
Delaware |
San Joaquin Valley Energy I, Inc. |
|
California |
San Joaquin Valley Energy IV, Inc. |
|
California |
San Joaquin Valley Energy Partners I, L.P |
|
California |
Sand Drag LLC |
|
Delaware |
SCWFD Energy, LLC |
|
Arizona |
Seawall Solar 1 LLC |
|
Delaware |
Seawall Solar 10 LLC |
|
Delaware |
Seawall Solar 2 LLC |
|
Delaware |
Seawall Solar 3 LLC |
|
Delaware |
Seawall Solar 4 LLC |
|
Delaware |
Seawall Solar 5 LLC |
|
Delaware |
Seawall Solar 6 LLC |
|
Delaware |
Seawall Solar 7 LLC |
|
Delaware |
Seawall Solar 8 LLC |
|
Delaware |
Seawall Solar 9 LLC |
|
Delaware |
Seawall Solar Holdings LLC |
|
Delaware |
Sherbino I Wind Farm LLC |
|
Delaware |
Solar Flagstaff One LLC |
|
Delaware |
Solar Pacific LLC |
|
Delaware |
Solar Partners I, LLC |
|
Delaware |
Solar Partners II, LLC |
|
Delaware |
Solar Partners VIII, LLC |
|
Delaware |
Solar Power Partners, Inc. |
|
Delaware |
Somerset Operations Inc. |
|
Delaware |
Somerset Power LLC |
|
Delaware |
South Trent Wind LLC |
|
Delaware |
SPP AMCo, LLC |
|
Delaware |
SPP Asset Holdings, LLC |
|
Delaware |
SPP DG DevCo 3a, LLC |
|
Delaware |
SPP DG DevCo 4a, LLC |
|
Delaware |
SPP DU DevCo, LLC |
|
Delaware |
SPP Fund II Holdings, LLC |
|
Delaware |
SPP Fund II Master Tenant, LLC |
|
Delaware |
SPP Fund II Mgmt, LLC |
|
Delaware |
SPP Fund II, LLC |
|
Delaware |
SPP Fund II-B, LLC |
|
Delaware |
SPP Fund III Construction Holdings, LLC |
|
Delaware |
SPP Fund III Holdings, LLC |
|
Delaware |
SPP Fund III Master Tenant, LLC |
|
Delaware |
SPP Fund III Mgmt, LLC |
|
Delaware |
SPP Fund III, LLC |
|
Delaware |
SPP GALAXY, INC. |
|
Delaware |
SPP III Fundings, LLC |
|
Delaware |
SPP Lease Holdings, LLC |
|
Delaware |
SPP OpCo, LLC |
|
Delaware |
SPP P-IV Construction, LLC |
|
Delaware |
SPP P-IV Master Lessee, LLC |
|
Delaware |
SPP Selco, LLC |
|
Delaware |
Statoil Energy Power/Pennsylvania, Inc. |
|
Pennsylvania |
Sun City Project LLC |
|
Delaware |
Sunora Energy Construction Holdings LLC |
|
Delaware |
Sunora Energy Solutions I LLC |
|
Delaware |
Sunora Energy Solutions II LLC |
|
Delaware |
Sunora Energy Solutions Limited Partnership |
|
Delaware |
Sunora PA Construction Services LLC |
|
Delaware |
Sunshine State Power (No. 2) B.V. |
|
Netherlands |
Sunshine State Power B.V. |
|
Netherlands |
Tacoma Energy Recovery Company |
|
Delaware |
TCV Pipeline, LLC |
|
Delaware |
Texas Coastal Ventures, LLC |
|
Delaware |
Texas Genco Financing Corp. |
|
Delaware |
Texas Genco GP, LLC |
|
Texas |
Texas Genco Holdings, Inc. |
|
Texas |
Texas Genco LP, LLC |
|
Delaware |
Texas Genco Operating Services, LLC |
|
Delaware |
Texas Genco Services, LP |
|
Texas |
Turners Falls Limited Partnership |
|
Delaware |
US Retailers LLC |
|
Delaware |
USSV Land Company LLC |
|
Delaware |
Vail Energy, LLC |
|
Arizona |
Vienna Operations Inc. |
|
Delaware |
Vienna Power LLC |
|
Delaware |
WCP (Generation) Holdings LLC |
|
Delaware |
West Coast Power LLC |
|
Delaware |
Wildcat Energy, LLC |
|
Arizona |
WSD Solar Holdings, LLC |
|
Delaware |
Exhibit 23.06
Consent of Independent Registered Public Accounting Firm
The Board of Directors
NRG Energy, Inc.:
We consent to the use of our reports dated February 27, 2013, with respect to the consolidated balance sheets of NRG Energy, Inc. and subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive income/(loss), cash flows, and stockholders equity for each of the years in the three-year period ended December 31, 2012, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2012 incorporated by reference herein and to the reference to our firm under the heading Experts in this registration statement.
(Signed) KPMG LLP
Philadelphia, Pennsylvania
March 22, 2013
Exhibit 25.01
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) o
LAW DEBENTURE TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
New York |
|
01-0622605 |
(Jurisdiction of incorporation or organization if not a U.S. |
|
(I.R.S. Employer Identification |
national bank) |
|
Number) |
|
|
|
400 Madison Avenue, 4th Floor, New York, New York |
|
10017 |
(Address of principal executive offices) |
|
(Zip Code) |
Law Debenture Trust Company of New York, 400 Madison Avenue, 4th Floor
New York, NY 10017, James D. Heaney, Managing Director, (212) 750-6474
(Name, address and telephone number of agent for services)
NRG Energy, INC. *
(Exact name of obligor as specified in its charter)
Delaware |
|
41-1724239 |
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
211 Carnegie Center |
|
|
Princeton, New Jersey |
|
08540 |
(Address of principal executive offices) |
|
(Zip Code) |
6.625% Senior Notes due 2023
(Title of the indenture securities)
* The co-obligors listed on the next pages are also included in this Form T-1 as additional obligors.
Table of Additional Obligors
Exact Name of Additional Obligors* |
|
Jurisdiction of |
|
I.R.S. Employer |
|
Allied Home Warranty GP LLC |
|
Delaware |
|
46-1559047 |
|
Allied Warranty LLC |
|
Texas |
|
20-1813150 |
|
Arthur Kill Power LLC |
|
Delaware |
|
41-1937649 |
|
Astoria Gas Turbine Power LLC |
|
Delaware |
|
41-1937470 |
|
Cabrillo Power I LLC |
|
Delaware |
|
76-0595964 |
|
Cabrillo Power II LLC |
|
Delaware |
|
76-0595963 |
|
Carbon Management Solutions LLC |
|
Delaware |
|
27-2238021 |
|
Clean Edge Energy LLC |
|
Delaware |
|
27-2244275 |
|
Conemaugh Power LLC |
|
Delaware |
|
41-1973743 |
|
Connecticut Jet Power LLC |
|
Delaware |
|
41-1949386 |
|
Cottonwood Development LLC |
|
Delaware |
|
52-2220177 |
|
Cottonwood Energy Company LP |
|
Delaware |
|
76-0635621 |
|
Cottonwood Generating Partners I LLC |
|
Delaware |
|
76-0635620 |
|
Cottonwood Generating Partners II LLC |
|
Delaware |
|
52-2236732 |
|
Cottonwood Generating Partners III LLC |
|
Delaware |
|
52-2236738 |
|
Cottonwood Technology Partners LP |
|
Delaware |
|
76-0669423 |
|
Devon Power LLC |
|
Delaware |
|
41-1949385 |
|
Dunkirk Power LLC |
|
Delaware |
|
41-1937466 |
|
Eastern Sierra Energy Company LLC |
|
California |
|
33-0299028 |
|
El Segundo Power, LLC |
|
Delaware |
|
41-1893999 |
|
El Segundo Power II LLC |
|
Delaware |
|
76-0663675 |
|
Elbow Creek Wind Project LLC |
|
Texas |
|
26-0765836 |
|
Energy Alternatives Wholesale, LLC |
|
Delaware |
|
455420194 |
|
Energy Plus Holdings LLC |
|
Delaware |
|
74-3216390 |
|
Energy Plus Natural Gas LLC |
|
Delaware |
|
27-3309340 |
|
Energy Protection Insurance Company |
|
Vermont |
|
27-3660148 |
|
Everything Energy LLC |
|
Delaware |
|
26-3576595 |
|
GCP Funding Company, LLC |
|
Delaware |
|
33-0334380 |
|
Green Mountain Energy Company |
|
Delaware |
|
03-0360441 |
|
Green Mountain Energy Company (NY COM) LLC |
|
Delaware |
|
45-5124984 |
|
Green Mountain Energy Company (NY RES) LLC |
|
Delaware |
|
45-5124752 |
|
Huntley Power LLC |
|
Delaware |
|
41-1937468 |
|
Independence Energy Alliance LLC |
|
Delaware |
|
45-1139369 |
|
Independence Energy Group LLC |
|
Delaware |
|
27-4408520 |
|
Independence Energy Natural Gas LLC |
|
Delaware |
|
|
|
Indian River Operations Inc. |
|
Delaware |
|
41-1973349 |
|
Indian River Power LLC |
|
Delaware |
|
41-1973747 |
|
Exact Name of Additional Obligors* |
|
Jurisdiction of |
|
I.R.S. Employer |
|
Keystone Power LLC |
|
Delaware |
|
41-1973744 |
|
Langford Wind Power, LLC |
|
Texas |
|
26-4418527 |
|
Lone Star A/C & Appliance Repair, LLC |
|
Texas |
|
20-4278795 |
|
Louisiana Generating LLC |
|
Delaware |
|
41-1870498 |
|
Meriden Gas Turbines LLC |
|
Delaware |
|
41-1991989 |
|
Middletown Power LLC |
|
Delaware |
|
41-1949384 |
|
Montville Power LLC |
|
Delaware |
|
41-1949383 |
|
NEO Corporation |
|
Minnesota |
|
41-1753235 |
|
NEO Freehold-Gen LLC |
|
Delaware |
|
41-1980237 |
|
NEO Power Services Inc. |
|
Delaware |
|
23-3043507 |
|
New Genco GP, LLC |
|
Delaware |
|
02-0732611 |
|
Norwalk Power LLC |
|
Delaware |
|
41-1949381 |
|
NRG Affiliate Services Inc. |
|
Delaware |
|
41-1960764 |
|
NRG Artesian Energy LLC |
|
Delaware |
|
27-2243660 |
|
NRG Arthur Kill Operations Inc. |
|
Delaware |
|
41-1939116 |
|
NRG Astoria Gas Turbine Operations Inc. |
|
Delaware |
|
41-1939115 |
|
NRG Bayou Cove LLC |
|
Delaware |
|
41-2016940 |
|
NRG Cabrillo Power Operations Inc. |
|
Delaware |
|
41-1938132 |
|
NRG California Peaker Operations LLC |
|
Delaware |
|
20-0088453 |
|
NRG Cedar Bayou Development Company, LLC |
|
Delaware |
|
26-0601018 |
|
NRG Connecticut Affiliate Services Inc. |
|
Delaware |
|
41-1952333 |
|
NRG Construction LLC |
|
Delaware |
|
26-0496159 |
|
NRG Development Company Inc. |
|
Delaware |
|
41-1959656 |
|
NRG Devon Operations Inc. |
|
Delaware |
|
41-1950239 |
|
NRG Dispatch Services LLC |
|
Delaware |
|
45-5214920 |
|
NRG Dunkirk Operations Inc. |
|
Delaware |
|
41-1939114 |
|
NRG El Segundo Operations Inc. |
|
Delaware |
|
41-1929997 |
|
NRG Energy Labor Services LLC |
|
Delaware |
|
27-5345464 |
|
NRG Energy Services Group LLC |
|
Delaware |
|
27-3915519 |
|
NRG Energy Services LLC |
|
Delaware |
|
41-1978725 |
|
NRG Generation Holdings, Inc. |
|
Delaware |
|
20-1911335 |
|
NRG Home & Business Solutions LLC |
|
Delaware |
|
90-0835027 |
|
NRG Home Solutions LLC |
|
Delaware |
|
46-1569642 |
|
NRG Home Solutions Product LLC |
|
Delaware |
|
45-5215213 |
|
NRG Homer City Services LLC |
|
Delaware |
|
30-0749587 |
|
NRG Huntley Operations Inc. |
|
Delaware |
|
41-1939118 |
|
NRG Identity Protect LLC |
|
Delaware |
|
45-5224616 |
|
NRG Ilion Limited Partnership |
|
Delaware |
|
36-3783670 |
|
NRG Ilion LP LLC |
|
Delaware |
|
41-2016939 |
|
NRG International LLC |
|
Delaware |
|
41-1744096 |
|
NRG Maintenance Services LLC |
|
Delaware |
|
20-8088165 |
|
Exact Name of Additional Obligors* |
|
Jurisdiction of |
|
I.R.S. Employer |
|
NRG Mextrans Inc. |
|
Delaware |
|
41-1951078 |
|
NRG MidAtlantic Affiliate Services Inc. |
|
Delaware |
|
41-1996587 |
|
NRG Middletown Operations Inc. |
|
Delaware |
|
41-1950236 |
|
NRG Montville Operations Inc. |
|
Delaware |
|
41-1950237 |
|
NRG New Jersey Energy Sales LLC |
|
Delaware |
|
03-0412726 |
|
NRG New Roads Holdings LLC |
|
Delaware |
|
41-1968966 |
|
NRG North Central Operations Inc. |
|
Delaware |
|
41-2004025 |
|
NRG Northeast Affiliate Services Inc. |
|
Delaware |
|
41-1940300 |
|
NRG Norwalk Harbor Operations Inc. |
|
Delaware |
|
41-1950238 |
|
NRG Operating Services, Inc. |
|
Delaware |
|
41-1744095 |
|
NRG Oswego Harbor Power Operations Inc. |
|
Delaware |
|
41-1939117 |
|
NRG PacGen Inc. |
|
Delaware |
|
41-1889830 |
|
NRG Power Marketing LLC |
|
Delaware |
|
41-1910737 |
|
NRG Reliability Solutions LLC |
|
Delaware |
|
45-5411416 |
|
NRG Renters Protection LLC |
|
Delaware |
|
45-5224780 |
|
NRG Retail LLC |
|
Delaware |
|
26-4341161 |
|
NRG Rockford Acquisition LLC |
|
Delaware |
|
41-2011003 |
|
NRG Saguaro Operations Inc. |
|
Delaware |
|
41-2013262 |
|
NRG Security LLC |
|
Delaware |
|
45-5215086 |
|
NRG Services Corporation |
|
Delaware |
|
41-1841627 |
|
NRG SimplySmart Solutions LLC |
|
Delaware |
|
27-4204481 |
|
NRG South Central Affiliate Services Inc. |
|
Delaware |
|
41-1996193 |
|
NRG South Central Generating LLC |
|
Delaware |
|
41-1963217 |
|
NRG South Central Operations Inc. |
|
Delaware |
|
41-2002465 |
|
NRG South Texas LP |
|
Texas |
|
30-0083668 |
|
NRG Texas C&I Supply LLC |
|
Delaware |
|
26-4555466 |
|
NRG Texas Holding Inc. |
|
Delaware |
|
26-4775586 |
|
NRG Texas LLC |
|
Delaware |
|
20-1504355 |
|
NRG Texas Power LLC |
|
Delaware |
|
34-2019301 |
|
NRG Unemployment Protection LLC |
|
Delaware |
|
45-5224676 |
|
NRG Warranty Services LLC |
|
Delaware |
|
45-5224719 |
|
NRG West Coast LLC |
|
Delaware |
|
41-1942517 |
|
NRG Western Affiliate Services Inc. |
|
Delaware |
|
41-1949168 |
|
OBrien Cogeneration, Inc. II |
|
Delaware |
|
23-2414656 |
|
ONSITE Energy, Inc. |
|
Oregon |
|
93-0910742 |
|
Oswego Harbor Power LLC |
|
Delaware |
|
41-1937465 |
|
RE Retail Receivables, LLC |
|
Delaware |
|
41-2046596 |
|
Reliant Energy Northeast LLC |
|
Delaware |
|
32-0314140 |
|
Reliant Energy Power Supply, LLC |
|
Delaware |
|
204823108 |
|
Reliant Energy Retail Holdings, LLC |
|
Delaware |
|
76-0655580 |
|
Reliant Energy Retail Services, LLC |
|
Delaware |
|
76-0655567 |
|
Exact Name of Additional Obligors* |
|
Jurisdiction of |
|
I.R.S. Employer |
|
RERH Holdings, LLC |
|
Delaware |
|
20-5222227 |
|
Saguaro Power LLC |
|
Delaware |
|
41-2013654 |
|
Somerset Operations Inc. |
|
Delaware |
|
41-1923722 |
|
Somerset Power LLC |
|
Delaware |
|
41-1924606 |
|
Texas Genco Financing Corp. |
|
Delaware |
|
27-0110393 |
|
Texas Genco GP, LLC |
|
Texas |
|
75-3013803 |
|
Texas Genco Holdings, Inc. |
|
Texas |
|
76-0695920 |
|
Texas Genco LP, LLC |
|
Delaware |
|
30-0381697 |
|
Texas Genco Operating Services LLC |
|
Delaware |
|
75-3172707 |
|
Texas Genco Services, LP |
|
Texas |
|
38-3694336 |
|
US Retailers LLC |
|
Delaware |
|
26-3576629 |
|
Vienna Operations Inc. |
|
Delaware |
|
41-1973351 |
|
Vienna Power LLC |
|
Delaware |
|
41-1973745 |
|
WCP (Generation) Holdings LLC |
|
Delaware |
|
74-2922374 |
|
West Coast Power LLC |
|
Delaware |
|
36-4301246 |
|
* The address for each of the additional Obligors is c/o NRG Energy, Inc., 211 Carnegie Center, Princeton, NJ 08540, telephone: (609) 524-4500. The primary standard industrial classification number for each of the additional Registrants is 4911.
The name, address, including zip code of the agent for service for each of the additional Registrants is David R. Hill, Executive Vice President and General Counsel of NRG Energy, Inc., 211 Carnegie Center, Princeton, NJ 08540, Telephone: (609) 524-4500.
Item 1. General information.
Furnish the following information as to the trustee-
a. Name and address of each examining or supervising authority to which it is subject.
Name |
|
Address |
Superintendent of Banks of the State of New York |
|
2 Rector Street, New York, NY |
|
|
10006, and Albany, NY 12203 |
b. Whether it is authorized to exercise corporate trust powers.
Yes
Item 2. Affiliations with the obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
Items 3-14.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
Item 15. Foreign Trustee.
Not applicable.
Item 16. List of exhibits.
List below all exhibits filed as a part of this statement of eligibility.
1. A copy of the articles of association of the trustee as now in effect. (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-127469, which is incorporated by reference).
2. A copy of the certificate of authority of the trustee to commence business, if not contained in the articles of association. (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-127469, which is incorporated by reference).
3. A copy of the existing bylaws of the trustee, or instruments corresponding thereto. ( see Exhibit 3 to Form T-1 filed in connection with Registration Statement No. 333-127469, which is incorporated by reference).
4. The consents of the Trustee required by Section 321(b) of the Act. (see Exhibit 4 to Form T-1 filed in connection with Registration Statement 333-133414, which is incorporated by reference).
5. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, Law Debenture Trust Company of New York, a trust company organized and existing under the laws of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the 7th day of March, 2013.
|
Law Debenture Trust Company of New York | |
|
(Trustee) | |
|
| |
|
By: |
/s/ James D. Heaney |
|
|
James D. Heaney |
|
|
Managing Director |
T-1 Item 16
Consolidated Report of Condition (attached as Exhibit A hereto) of
LAW DEBENTURE TRUST COMPANY OF NEW YORK
of 400 Madison Avenue, New York, NY 10017,
a limited purpose trust company (LDTC-NY) and U.S. subsidiary of Law Debenture Corporation plc, London, England (Law Debenture), at the close of business December 31, 2012, published with the Federal Financial Institutions Examination Council/Board of Governors of the Federal Reserve System, and in accordance with Chapter 2 of the Consolidated Laws of the State of New York Banking Department license granted on May 8, 2002.
Prior to this Consolidated Report of Condition dated December 31, 2012 a Guarantee and Keep Well Agreement (attached as Exhibit B hereto) was executed by subsidiaries of Law Debenture, in the total aggregate amount of $50,000,000, on July 12, 2002.
I, Thomas Musarra, Senior Vice President of Law Debenture Trust Company of New York do hereby declare that this Report of Condition has been prepared in conformance with instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief.
IN WITNESS WHEREOF, I have executed this certificate the 7th day of March, 2013.
|
/s/Thomas Musarra |
|
Thomas Musarra |
|
Senior Vice President |
|
Law Debenture Trust Company of New York |
I, James D. Heaney, Managing Director of Law Debenture Trust Company of New York, do hereby attest that the signature set forth above is the true and genuine signature of Thomas Musarra, Senior Vice President of Law Debenture Trust Company of New York.
Attested by: |
/s/ James D. Heaney. |
|
|
Its: |
Managing Director |
|
|
Law Debenture Trust Company of New York |
FFIEC 041 |
Exhibit A |
|
PAGE RC-1 |
|
|
13 |
|
Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for December 31, 2012
All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.
Schedule RCBalance Sheet
Dollar Amounts in Thousands |
|
RCON |
|
Bil |
|
Mil |
|
Thou |
|
|
| ||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
| ||||
1. |
Cash and balances due from depository institutions (from Schedule RC-A): |
|
|
|
|
|
|
|
|
|
|
| |||
|
a. |
Noninterest-bearing balances and currency and coin(1) |
|
0081 |
|
|
|
1 |
|
446 |
|
1.a. |
| ||
|
b. |
Interest-bearing balances(2) |
|
0071 |
|
|
|
3 |
|
511 |
|
1.b. |
| ||
2. |
Securities: |
|
|
|
|
|
|
|
|
|
|
| |||
|
a. |
Held-to-maturity securities (from Schedule RC-B, column A) |
|
1754 |
|
|
|
|
|
|
|
2.a. |
| ||
|
b. |
Available-for-sale securities (from Schedule RC-B, column D) |
|
1773 |
|
|
|
|
|
|
|
2.b. |
| ||
3. |
Federal funds sold and securities purchased under agreements to resell: |
|
|
|
|
|
|
|
|
|
|
| |||
|
a. |
Federal funds sold |
|
B987 |
|
|
|
|
|
|
|
3.a. |
| ||
|
b. |
Securities purchased under agreements to resell(3) |
|
B989 |
|
|
|
|
|
|
|
3.b. |
| ||
4. |
Loans and lease financing receivables (from Schedule RC-C) |
|
|
|
|
|
|
|
|
|
|
| |||
|
a. |
Loans and leases held for sale |
|
5369 |
|
|
|
|
|
|
|
4.a. |
| ||
|
b. |
Loans and leases, net of unearned income |
B528 |
|
|
|
|
|
|
|
|
|
|
4.b. |
|
|
c. |
LESS: Allowance for loan and lease losses |
3123 |
|
|
|
|
|
|
|
|
|
|
4.c. |
|
|
d. |
Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) |
|
B529 |
|
|
|
|
|
|
|
4.d. |
| ||
5. |
Trading assets (from Schedule RC-D) |
|
3545 |
|
|
|
|
|
|
|
5. |
| |||
6. |
Premises and fixed assets (including capitalized leases) |
|
2145 |
|
|
|
|
|
23 |
|
6. |
| |||
7. |
Other real estate owned (from Schedule RC-M |
|
2150 |
|
|
|
|
|
|
|
7. |
| |||
8. |
Investments in unconsolidated subsidiaries and associated companies |
|
2130 |
|
|
|
|
|
|
|
8. |
| |||
9. |
Direct and indirect investments in real estate ventures |
|
3656 |
|
|
|
|
|
|
|
9. |
| |||
10. |
Intangible assets: |
|
|
|
|
|
|
|
|
|
|
| |||
|
a. |
Goodwill |
|
3163 |
|
|
|
|
|
|
|
10.a. |
| ||
|
b. |
Other intangible assets (from Schedule RC-M) |
|
0426 |
|
|
|
|
|
|
|
10.b. |
| ||
11. |
Other assets (from Schedule RC-F) |
|
2160 |
|
|
|
1 |
|
768 |
|
11. |
| |||
12. |
Total assets (sum of items 1 through 11) |
|
2170 |
|
|
|
6 |
|
748 |
|
12. |
|
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
(3) Includes all securities resale agreements, regardless of maturity.
|
FFIEC 041 |
|
|
PAGE RC-2 |
|
|
14 |
|
Schedule RCContinued
Dollar Amounts in Thousands |
|
RCON |
|
Bil |
|
Mil |
|
Thou |
|
|
| ||||
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
| ||||
13. |
Deposits: |
|
|
|
|
|
|
|
|
|
|
| |||
|
a. |
In domestic offices (sum of totals of columns A and C from Schedule RC-E) |
|
2200 |
|
|
|
|
|
|
|
13.a. |
| ||
|
|
(1) Noninterest-bearing(1) |
6631 |
|
|
|
|
|
|
|
|
|
|
13.a.(1) |
|
|
|
(2) Interest-bearing |
6636 |
|
|
|
|
|
|
|
|
|
|
13.a.(2) |
|
|
b. |
Not applicable |
|
|
|
|
|
|
|
|
|
|
| ||
14. |
Federal funds purchased and securities sold under agreements to repurchase: |
|
|
|
|
|
|
|
|
|
|
| |||
|
a. |
Federal funds purchased(2) |
|
B993 |
|
|
|
|
|
|
|
14.a. |
| ||
|
b. |
Securities sold under agreements to repurchase(3) |
|
B995 |
|
|
|
|
|
|
|
14.b. |
| ||
15. |
Trading liabilities (from Schedule RC-D) |
|
3548 |
|
|
|
|
|
|
|
15. |
| |||
16. |
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M) |
|
3190 |
|
|
|
|
|
|
|
16. |
| |||
17. |
and 18. Not applicable |
|
|
|
|
|
|
|
|
|
|
| |||
19. |
Subordinated notes and debentures(4) |
|
3200 |
|
|
|
|
|
|
|
19. |
| |||
20. |
Other liabilities (from Schedule RC-G) |
|
2930 |
|
|
|
2 |
|
696 |
|
20. |
| |||
21. |
Total liabilities (sum of items 13 through 20) |
|
2948 |
|
|
|
2 |
|
696 |
|
21. |
| |||
22. |
Not applicable |
|
|
|
|
|
|
|
|
|
|
| |||
EQUITY CAPITAL |
|
|
|
|
|
|
|
|
|
|
| ||||
|
Bank Equity Capital |
|
|
|
|
|
|
|
|
|
|
| |||
23. |
Perpetual preferred stock and related surplus |
|
3838 |
|
|
|
|
|
|
|
23. |
| |||
24. |
Common stock |
|
3230 |
|
|
|
|
|
1 |
|
24. |
| |||
25. |
Surplus (excludes all surplus related to preferred stock) |
|
3839 |
|
|
|
3 |
|
376 |
|
25. |
| |||
26. |
a. |
Retained earnings |
|
3632 |
|
|
|
|
|
675 |
|
26.a. |
| ||
|
b. |
Accumulated other comprehensive income(5) |
|
B530 |
|
|
|
|
|
|
|
26.b. |
| ||
|
c. |
Other equity capital components(6) |
|
A130 |
|
|
|
|
|
|
|
26.c. |
| ||
27. |
a. |
Total bank equity capital (sum of items 23 through 26.c) |
|
3210 |
|
|
|
4 |
|
052 |
|
27.a. |
| ||
|
b. |
Noncontrolling (minority) interests in consolidated subsidiaries |
|
3000 |
|
|
|
|
|
|
|
27.b |
| ||
28. |
Total equity capital (sum of items 27.a and 27.b) |
|
G105 |
|
|
|
4 |
|
052 |
|
28. |
| |||
29. |
Total liabilities and equity capital (sum of items 21 and 28) |
|
3300 |
|
|
|
6 |
|
748 |
|
29. |
|
Memoranda
To be reported with the March Report of Condition.
|
|
RCON |
|
Number |
|
|
| |
1. |
Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2011 |
|
|
|
|
|
M.1. |
|
1 = |
Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank |
|
|
2 = |
Independent audit of the banks parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) |
|
|
3 = |
Attestation on bank managements assertion on the effectiveness of the banks internal control over financial reporting by a certified public accounting firm |
|
|
4 = |
Directors examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) |
|
|
5 = |
Directors examination of the bank performed by other external auditors (may be required by state chartering authority) |
|
|
6 = |
Review of the banks financial statements by external auditors |
|
|
7 = |
Compilation of the bank financial statements by external auditors |
|
|
8 = |
Other audit procedures (excluding tax preparation work) |
|
|
9 = |
No external audit work |
To be reported with the March Report of Condition.
|
|
RCON |
|
MM |
|
DD |
|
|
| |
2. |
Banks fiscal year-end date |
|
8678 |
|
|
|
|
|
M.2. |
|
(1) Includes total demand deposits and noninterest-bearing time and savings deposits.
(2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, Other borrowed money.
(3) Includes all securities repurchase agreements, regardless of maturity.
(4) Includes limited-life preferred stock and related surplus.
(5) Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and minimum pension liability adjustments.
(6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.
EXHIBIT B
GUARANTEE AND KEEP WELL AGREEMENT
This Guarantee and Keep Well Agreement (the Agreement) dated as of July 12, 2002 is entered into by and among Law Debenture Guarantee Limited (the Guarantor), LDC Trust Management Limited (the Parent), and Law Debenture Trust Company of New York (the Trust Company).
WHEREAS, the Guarantor and the Trust Company are wholly-owned subsidiaries of the Parent;
WHEREAS, in order to enable the Trust Company to conduct its corporate trust business and meet qualification requirements of documents pertaining to its acceptance of trust appointments, the Trust Company requires combined capital and surplus of U.S. $50,000,000 and
WHEREAS, the Parent and the Guarantor have determined that the execution and delivery by them of this Agreement is neccessary in order for the Trust Company to conduct, promote and attain corporate trust business in the United States.
Now, THEREFORE, in consideration of the premises herein and intending to be legally bound by this Agreement, each of the Guarantor, the Trust Company and the Parent hereby agree as follows:
1. Stock Ownership.
During the term of this Agreement, the Parent will own, indirectly or directly, all of the capital stock of the Trust Company and the Guarantor, provided, however, that, upon sixty (60) days, prior written notice to and the consent of the Trust Company (which consent shall not be unreasonably withheld), the Guarantor may sell, transfer or otherwise assign any such capital stock (or any interest therein) that it now owns or may hereafter acquire.
2. Covenants of the Parent.
It is understood and agreed by all parties hereto that the obligations under Section3(a) are solely those of the Guarantor and no recourse can be had in connection therewith against the Parent.
(a) The Parent agrees that during the term of this Agreement,it shall not, without the prior written consent of the Trust Company and the Guarantor, unless it has already contributed the Maximum Aggregate Capitalization Amount (as defined below), cause the Guarantor to consolidate with or merge into any other corporation, or liquidate, wind up or dissolve the Guarantor (or otherwise cause the Guarantor to suffer any liquidation, winding up or dissolution), or sell, transfer, lease or otherwise dispose of all or substantially all of its assets, whether now owned or
hereafter acquired, to any person, except (i) the merger or consolidation of the Guarantor and any person, provided, that the surviving corporation is the Guarantor, and (ii) sales, transfers, leases and other dispositions of assets in the ordinary course of the Guarantors business, provided, that such sale, transfer, lease or other disposition of assets does not materially adversely affect Guarantors ability to perform its obligations hereunder.
(b) If, during the term of this Agreement, the Guarantor is unable or refuses to perform its obligations under section 3(a) of this Agreement, the Parent may, at its option or at the request of the Trust Company, cause such obligations to be performed. During the term of this Agreement, the Parent agrees to monitor the financial condition and management of the Guarantor and the Trust Company.
3. The Guarantee
(a) The Guarantor hereby guarantees a combined capital and surplus to the Trust Company in the amount of U.S. $50 million; provided, however, that the maximum amount of capitalization shall not at any time exceed U.S. $50,000,000 in the aggregate (the Maximum Aggregate Capitalization Amount). Under no circumstances shall the Guarantor be required to pay or contribute any amounts in excess of the Maximum Aggregate Capitalization Amount hereunder.
(b) If, during the term of this Agreement, the Trust Company is unable to make timely payment of any debt, liability or other obligation as the same shall become due (the Guaranteed Obligations), the Trust Company shall request from the Guarantor, and the Guarantor promptly shall provide the Trust Company, pursuant to its obligations under (a) above, such funds (in the form of cash or liquid assets in an amount sufficient to permit the Trust Company to make timely payment in respect of such debt, liability or other obligation) as equity, provided, however, that such Guaranteed Obligations shall not in the aggregate exceed the Maximum Aggregate Capitalization Amount. Any request for payment pursuant to this section shall specifically identify the debt, liability or other obligation in respect of which the Trust Company seeks funds not to exceed the Maximum Aggregate Capitalization Amount. Each of the Trust Company and the Guarantor hereby acknowledges that any funds provided by the Guarantor pursuant thereto shall be used solely to make payment with respect to such identified Guaranteed Obligation and not for any other purposes. Notwithstanding any termination of this Agreement as provided hereunder or otherwise, this Agreement shall continue in effect or be reinstated with respect to the payment of a debt, liability or an obligation which is rescinded or must otherwise be returned upon the insolvency, bankruptcy, reorganization, dissolution or liquidation of the
Trust Company, all as though such payment had not been made, provided, however, that such Guaranteed Obligations shall not in the aggregate exceed the Maximum Aggregate Capitalization Amount.
(c) Any payments made hereunder by the Guarantor to the Trust Company within 30 days after the end of a quarterly period shall be deemed to have been made as of the end of such period.
(d) This Agreement may be amended from time to time by mutual written consent of duly authorized officers of each of the Guarantor, the Parent and the Trust Company.
(e) This Agreement may be terminated only upon written notification to the Trust Company by the Guarantor and the Parent, and in no event shall termination occur earlier than ninety days following such written notification. Unless so terminated, this Agreement shall remain in effect for the duration of the Trust Companys conducting of trust business in the United States.
(f) The Guarantor hereby waives any failure or delay on the part of the Trust Company in asserting or enforcing any of its rights or in making any claims or demands hereunder. The Trust Company may at any time, without the Guarantors consent, without notice to the Guarantor and without affecting or impairing the Trust Companys rights, or impairing the Guarantors obligations hereunder, do any of the following with respect to any obligation: (a) grant renewals and extensions of time, for payment or otherwise, (b) accept new or additional documents, instruments or agreements relating to or in substitution of said obligation, or (c) otherwise handle the enforcement of its respective rights and remedies in accordance with its business judgment.
(g) Nothing in this Agreement, express or implied, shall give to any person, other than the parties hereto and their successors and assigns hereunder, any benefit or any legal or equitable right, remedy or claim under this Agreement.
(h) The covenants herein set forth shall be mutually binding upon, and inure to the mutual benefit of the Guarantor and its successors and assignees, the Trust Company and its respective successors and assignees, and to the Parent and its respective successors and assignees.
(i) The obligations of the Guarantor under this Agreement are absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation:
(i) any lack of validity or enforceability of this Agreement or any other document or instrument relating hereto;
(ii) any extension or renewal for one or more periods (whether or not longer than the original period) or change in the time, manner, or place or payment of, or in any other term of, all or any of the Guaranteed Obligations;
(iii) any change in the ownership of capital stock of the Trust Company or any change in the identity or structure of the Trust Company, whether by consolidation, merger or otherwise;
(iv) any release or amendment or waiver of or consent to departure from the terms of this Agreement; or
(v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Guarantor in respect of the Guaranteed Obligations in respect of this Agreement.
4. Representations and Warranties
(a) The Guarantor hereby represents that:
(i) the Guarantor is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation; and
(ii) the Guarantor has the requisite power and authority to execute, deliver, and perform its obligations under this Agreement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement.
(b) The Parent hereby represents that the Parent owns directly or indirectly 100% of the issued and outstanding voting common stock of the Trust Company and the Guarantor.
5. Governing Law and Submission to Jurisdiction
(a) Governing Law - This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law.
(b) The Parent and the Guarantor hereby irrevocably consent to and hereby submit themselves to the jurisdiction of the United States
District Court of the Southern District of New York (the New York Count) solely in connection with any proceeding relating hereto.
(c) The Parent and the Guarantor hereby severally represent and warrant each in respect of itself alone that it has no right to immunity from the service of process or jurisdiction or any judicial proceedings of any competent court located pursuant to section (b) above or from execution of any judgment in the United States or from the execution or enforcement therein of any arbitration decision in respect of any suit, action, proceeding or any other matter solely arising out of or relating to its obligations under this Agreement or the transactions contemplated hereby, and to the extent that the Parent or the Guarantor is or becomes entitled to any such immunity with respect to the service of process or jurisdiction or any judicial proceedings of any competent court located pursuant to section (b) above, and to the extent permitted by law, it does hereby and will irrevocably and unconditionally agree not to plead or claim any such immunity solely with respect to its obligations hereunder or any other matter under or arising out of or in connection with this Agreement or the transactions contemplated hereby.
IN WITNESS WHEREOF, each of the Guarantor, the Trust Company and the Parent have caused this Agreement to be executed by their respective duly authorized officers as of this 12 day of July 2002.
LAW DEBENTURE GUARANTEE LIMITED |
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By: |
/s/ Caroline J Banszky |
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Name: |
CAROLINE J BANSZKY |
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Title: |
DIRECTOR |
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LDC TRUST MANAGEMENT LIMITED |
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By: |
/s/ Julian Mason-Jebb |
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Name: |
JULIAN MASON-JEBB |
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Title: |
DIRECTOR |
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LAW DEBENTURE TRUST COMPANY OF NEW YORK |
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By: |
/s/ [ILLEGIBLE] |
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Name: |
[ILLEGIBLE] |
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Title: |
President |
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Letter of Transmittal
Offer to Exchange
6.625% Senior Notes due 2023, which have been registered under the
Securities Act of 1933, as amended,
for any and all outstanding 6.625% Senior Notes due 2023
144A Notes (CUSIP 629377 BT8 and ISIN US629377BT80)
Regulation S Notes (CUSIP U66962 AJ7 and ISIN USU66962AJ74)
of
NRG ENERGY, INC.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME,
ON , 2013 (THE "EXPIRATION
DATE"), UNLESS EXTENDED BY NRG ENERGY, INC.
IN ITS SOLE DISCRETION.
The Exchange Agent for the Exchange Offer is:
LAW DEBENTURE TRUST COMPANY OF NEW YORK, EXCHANGE AGENT
By Registered or Certified Mail or Overnight Carrier: |
Facsimile Transmission: (for eligible institutions only) |
By Hand Delivery: | ||
Law Debenture Trust Company of New York 400 Madison Avenue, 4th Floor New York, New York 10017 Attention: Corporate Trust Department |
(212) 750-1361 | Law Debenture Trust Company of New York 400 Madison Avenue, 4th Floor New York, New York 10017 Attention: Corporate Trust Department |
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Confirm by Telephone: (212) 750-6474 |
Delivery of this Letter of Transmittal to an address other than as set forth above or transmission of this Letter of Transmittal via a facsimile transmission will not constitute a valid delivery.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE INSTRUCTIONS TO THIS LETTER, CAREFULLY BEFORE CHECKING ANY BOX BELOW.
Capitalized terms used in this Letter of Transmittal and not defined herein shall have the respective meanings ascribed to them in the Prospectus (as defined herein).
List in Box 1 below the Old Notes of which you are the holder. If the space provided in Box 1 is inadequate, list the principal amount at maturity of Old Notes on a separate signed schedule and affix that schedule to this Letter of Transmittal.
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BOX 1 DESCRIPTION OF OLD NOTES |
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Names and Address(es) of Registered Holder(s) (Please Fill In) |
Certificate Number(s)* |
Aggregate Principal Amount Represented** |
Principal Amount Tendered** |
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Total principal amount of Old Notes | ||||||||
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* | need not be completed by holders delivering by book-entry transfer (see below) | |||||||
** | Old Notes may be tendered in whole or in part in minimum denomination of $2,000 and integral multiples of $1,000 in excess thereof. All Old Notes held shall be deemed tendered unless a lesser number is specified in this column. See Instruction 4. | |||||||
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Name of Tendering Institution: | ||
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Account Number with DTC: | ||
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Transaction Code Number: | ||
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By crediting the Old Notes to the Exchange Agent's (as defined herein) Account at DTC in accordance with DTC's Automated Tender Offer Program ("ATOP") and by complying with applicable ATOP procedures with respect to the Exchange Offer (as defined herein), including transmitting an agent's message to the Exchange Agent in which the holder of the Old Notes acknowledges receipt of this Letter of Transmittal and agrees to be bound by the terms of this Letter of Transmittal, the participant in DTC confirms on behalf of itself and the beneficial owners of such Old Notes all provisions of this Letter of Transmittal applicable to it and such beneficial owners as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent.
The undersigned acknowledges receipt of (i) the Prospectus, dated , 2013 (the "Prospectus"), of NRG Energy, Inc. (the "Issuer") and the subsidiaries of the Issuer named as additional registrants in the registration statement in which the Prospectus is included (together, the "Guarantors") and (ii) this Letter of Transmittal, which may be amended from time to time, which together constitute the offer of the Issuer and the Guarantors (the "Exchange Offer") to exchange up to $990,000,000 aggregate principal amount of 6.625% Senior Notes due 2023 (together with the guarantees thereof, the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of outstanding 6.625% Senior Notes due 2023 (together with the guarantees thereof, the "Old Notes"), of the Issuer. The Old Notes were issued and sold in a transaction exempt from registration under the Securities Act.
The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action he or she desires to take with respect to the Exchange Offer.
A beneficial owner whose Old Notes are held by a broker, dealer, commercial bank, trust company or other nominee and who desires to tender such Old Notes in this Exchange Offer need not complete this Letter of Transmittal and must contact its nominee and instruct the nominee to tender its Old Notes on its behalf.
A participant through DTC who wishes to participate in the Exchange Offer must either (1) complete, sign, and mail or transmit this Letter of Transmittal to the Law Debenture Trust Company of New York (the "Exchange Agent") or (2) electronically submit its acceptance through DTC's ATOP system, in either case, prior to the Expiration Date.
2
This Letter of Transmittal need not be completed by a DTC participant tendering through ATOP. A transmission of an acceptance to DTC through ATOP shall constitute your agreement to be bound by this Letter of Transmittal and your acceptance that we may enforce such agreement against you.
By crediting the Old Notes to the Exchange Agent's Account at the DTC in accordance with ATOP and by complying with applicable ATOP procedures with respect to the Exchange Offer, including transmitting an agent's message to the Exchange Agent in which the holder of the Old Notes acknowledges receipt of this Letter of Transmittal and agrees to be bound by the terms of this Letter of Transmittal, the DTC Participant confirms on behalf of itself and the beneficial owners of such Old Notes all provisions of this Letter of Transmittal applicable to it and such beneficial owners as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent.
Such holders who wish to tender through DTC's ATOP procedures should allow sufficient time for completion of the ATOP procedures during the normal business hours of DTC on or before the Expiration Date.
Tenders of Old Notes may be withdrawn at any time prior to the Expiration Date. For a withdrawal of Old Notes to be effective, the Exchange Agent must receive a written or facsimile transmission containing a notice of withdrawal prior to the Expiration Date, by a properly transmitted "Request Message" through ATOP.
Beneficial owners of Old Notes who are not direct participants in DTC must contact their broker, bank or other nominee or custodian to arrange for their direct participation in DTC or to submit an instruction to DTC on their behalf in accordance with its requirements. The beneficial owners of Old Notes that are held in the name of a broker, bank or other nominee or custodian should contact such entity sufficiently in advance of the Expiration Date if they wish to tender their Old Notes and ensure that the Old Notes in DTC are blocked in accordance with the requirements and deadlines of DTC. Such beneficial owners of the Old Notes should not submit such instructions directly to DTC, us or the Exchange Agent.
The Instructions included with this Letter of Transmittal must be followed in their entirety. Questions and requests for assistance or for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent, at the address listed above.
3
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the undersigned tenders to the Issuer and the Guarantors the principal amount of Old Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered with this Letter of Transmittal, the undersigned exchanges, assigns and transfers to, or upon the order of, the Issuer and the Guarantors, all right, title and interest in and to the Old Notes tendered.
The undersigned constitutes and appoints the Exchange Agent as his or her agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Issuer and the Guarantors) with respect to the tendered Old Notes, with full power of substitution, to: (a) deliver Old Notes and all accompanying evidence of transfer and authenticity to or upon the order of the Issuer upon receipt by the Exchange Agent, as the undersigned's agent, of the Exchange Notes to which the undersigned is entitled upon the acceptance by the Issuer and the Guarantors of the Old Notes tendered under the Exchange Offer and (b) receive all benefits and otherwise exercise all rights of beneficial ownership of the Old Notes, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that he or she has full power and authority to tender, exchange, assign and transfer the Old Notes tendered hereby and to acquire Exchange Notes issuable upon exchange of the tendered Old Notes, and that, when the tendered Old Notes are accepted for exchange, the Issuer and the Guarantors will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuer to be necessary or desirable to complete the exchange, assignment and transfer of the Old Notes tendered.
The undersigned agrees that acceptance of any tendered Old Notes by the Issuer and the Guarantors and the issuance of Exchange Notes in exchange therefore shall constitute performance in full by the Issuer and Guarantors of their respective obligations under the registration rights agreement that the Issuer and Guarantors entered into with the initial purchasers of the Old Notes (the "Registration Rights Agreement") and that, upon the issuance of the Exchange Notes, the Issuer and Guarantors will have no further obligations or liabilities under the Registration Rights Agreement (except in certain limited circumstances). By tendering Old Notes, the undersigned represents and certifies for the benefit of the Issuer that:
The undersigned represents, certifies and acknowledges, for the benefit of the Issuer, that, if it is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes: (1) the Old Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making or other trading activities, (2) it has not entered into any arrangement or understanding with the Issuer or an affiliate of the Issuer to distribute the Exchange Notes and (3) it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.
4
Any holder who tenders in the Exchange Offer with the intention of participating in any manner in a distribution of the Exchange Notes, who is an affiliate of ours or who is a broker or dealer who acquired Old Notes directly from the Issuer cannot rely on the position of the Staff of the Securities and Exchange Commission set forth in "Exxon Capital Holdings Corporation" or similar interpretive letters; and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.
The undersigned understands that the Issuer and the Guarantors may accept the undersigned's tender by delivering oral (promptly confirmed in writing) or written notice of acceptance to the Exchange Agent following expiration of the Exchange Offer, at which time the undersigned's right to withdraw such tender will terminate.
All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death or incapacity of the undersigned, and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, legal representatives, successors, assigns, executors and administrators of the undersigned. Tenders may be withdrawn only in accordance with the procedures set forth in the Instructions included with this Letter of Transmittal.
Unless otherwise indicated under "Special Delivery Instructions" below, the Exchange Agent will deliver Exchange Notes (and, if applicable, any Old Notes not tendered or properly withdrawn) to the undersigned's account indicated below by book-entry transfer.
Use of Guaranteed Delivery
(See Instruction 1)
To be completed only if tendered Old Notes are being delivered pursuant to a notice of guaranteed delivery previously sent to the Exchange Agent. Complete the following (please enclose a photocopy of such notice of guaranteed delivery):
Name of Registered Holder(s): | ||
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Window Ticket Number (if any): | ||
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Date of Execution of the Notice of Guaranteed Delivery: | ||
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Name of Eligible Institution that Guaranteed Delivery: | ||
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Name of Registered Holder(s): | ||
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If Delivered By Book-Entry Transfer, Complete The Following:
Name of Tendering Institution: | ||
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Account Number at DTC: | ||
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Transaction Code Number: | ||
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Broker-Dealer Status
Name: | ||
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Address: | ||
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Note: signatures must be provided below
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BOX 2
PLEASE SIGN HERE
This Letter of Transmittal must be signed by the registered holder(s) of Old Notes exactly as their name(s) appear(s) on certificate(s) for Old Notes, if any, or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Letter of Transmittal. If the signature is by a trustee, executor, administrator, guardian, attor- ney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under "Capacity" and submit evidence satisfactory to the Exchange Agent of such person's authority to so act. See Instruction 3 below. | ||
If the signature appearing below is not of the registered holder(s) of the Old Notes, then the registered holder(s) must sign a valid power of attorney. |
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X |
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Signature(s) of Holder(s) or Authorized Signatory |
Dated: |
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Name(s): |
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Capacity: |
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Address: |
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Including Zip Code |
Area Code and Telephone Number |
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Please Complete Substitute Form W-9 Herein |
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SIGNATURE GUARANTEE (If requiredsee Instruction 3) |
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Certain Signatures Must be Guaranteed by a Signature Guarantor |
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(Name of Signature Guarantor Guaranteeing Signatures) |
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(Address (including zip code) and Telephone Number (including area code) of Firm) |
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(Authorized Signature) |
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(Printed Name) |
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(Title) |
Dated | |
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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3, 4 and 5)
To be completed ONLY if certificates for Old Notes in a principal amount not tendered are to be issued in the name of, or Exchange Notes issued pursuant to the Exchange Offer are to be issued in the name of, someone other than the person or persons whose name(s) appear(s) within this Letter of Transmittal or issued to an address different from that shown in the box entitled "Description of Old Notes" within this Letter of Transmittal.
Issue: o Exchange
Notes o Old Notes
(Complete as applicable)
Name | (Please Print) |
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Address |
(Please Print) |
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(Zip Code) |
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Tax Identification or Social Security Number (See Substitute Form W-9 Herein) |
Credit Old Notes not tendered by this Letter of Transmittal, by book-entry transfer to: |
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The Depository Trust Company |
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Account Number |
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Credit Exchange Notes issued pursuant to the Exchange Offer by book-entry transfer to: |
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The Depository Trust Company |
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Account Number |
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)
To be completed ONLY if certificates for Old Notes in a principal amount not tendered or Exchange Notes are to be sent to someone other than the person or persons whose name(s) appear(s) within this Letter of Transmittal in the box entitled "Description of Old Notes" within this Letter of Transmittal.
Deliver: o Exchange
Notes o Old Notes
(Complete as applicable)
Name | (Please Print) |
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Address |
(Please Print) |
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(Zip Code) |
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Is this a permanent address change: |
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o Yes o No (check one box) |
8
INSTRUCTIONS
FORMING PART OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER
This Letter of Transmittal is to be completed by holders of Old Notes if certificates representing such Old Notes are to be forwarded herewith, or, unless an agent's message is utilized, if delivery of such certificates is to be made by book-entry transfer to the Exchange Agent's account maintained by DTC, pursuant to the procedures set forth in the Prospectus under "Exchange OfferProcedures for brokers and custodian banks; DTC ATOP accounts." For a holder to properly tender Old Notes pursuant to the Exchange Offer, a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), together with any signature guarantees and any other documents required by these Instructions, or a properly transmitted agent's message in the case of a book entry transfer, must be received by the Exchange Agent at its address set forth herein prior to 11:59 p.m., New York City time on the Expiration Date, and either (1) certificates representing such Old Notes must be received by the Exchange Agent at its address, or (2) such Old Notes must be transferred pursuant to the procedures for book-entry transfer described in the Prospectus under "Exchange OfferProcedures for brokers and custodian banks; DTC ATOP accounts" and a book-entry confirmation must be received by the Exchange Agent prior to 11:59 p.m., New York City time on the Expiration Date.
The method of delivery of this Letter of Transmittal, the Old Notes and all other required documents to the Exchange Agent is at the election and sole risk of the holder. Instead of delivery by mail, holders should use an overnight or hand delivery service. In all cases, holders should allow for sufficient time to ensure delivery to the Exchange Agent prior to the expiration of the Exchange Offer. Holders may request their broker, dealer, commercial bank, trust company or nominee to effect these transactions for such holder. The delivery will be deemed made when actually received by the Exchange Agent. If delivery is by mail, the use of registered mail with return receipt requested, properly insured, is suggested.
Holders that cannot deliver their book-entry confirmation and all other required documents to the Exchange Agent on or before the Expiration Date may tender their Old Notes pursuant to the guaranteed delivery procedures set forth in the Prospectus. Pursuant to such procedure: (i) tender must be made by or through a firm that is a member of a recognized signature guarantee program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934 (an "Eligible Institution"); (ii) on or prior to the Expiration Date, the Exchange Agent must have received from the Eligible Institution a properly completed and duly executed notice of guaranteed delivery (by facsimile transmission, mail or hand delivery) (x) setting forth the name and address of the holder, the names in which the Old Notes are registered, the principal amount of Old Notes tendered, (y) stating that the tender is being made thereby and (z) guaranteeing that within three business days after the date of execution of such notice of guaranteed delivery, the book-entry confirmation will be delivered by the Eligible Institution together with this Letter of Transmittal, properly completed and duly executed, and any other required documents to the Exchange Agent; and (iii) a book-entry confirmation, as well as all other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three business days after the date of execution of such notice of guaranteed delivery, all as provided in the Prospectus under the caption "Exchange OfferGuaranteed delivery procedures."
All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Old Notes will be determined by the Issuer, whose determination will be final and binding. The Issuer reserves the absolute right to reject any or all tenders that are not in proper form or the acceptances for exchange of which may, in the opinion of counsel to the Issuer, be unlawful. The Issuer also reserves the right to waive any of the conditions of the Exchange Offer or any defects or irregularities in tenders of any particular holder of Old Notes whether or not similar defects or irregularities are waived in the cases of other holders of Old Notes. All tendering holders, by execution of this Letter of Transmittal, waive any right to receive notice of acceptance of their Old Notes.
None of the Issuer, the Guarantors, the Exchange Agent or any other person shall be obligated to give notice of defects or irregularities in any tender, nor shall any of them incur any liability for failure to give any such notice.
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If less than the entire principal amount of any Old Note evidenced by a book-entry confirmation is tendered, the tendering holder must fill in the principal amount tendered in the fourth column of Box 1 above. All of the Old Notes represented by a book-entry confirmation delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.
If not yet accepted, a tender pursuant to the Exchange Offer may be withdrawn at any time prior to 11:59 p.m., New York City time, on the Expiration Date. To be effective with respect to the tender of Old Notes, a written or facsimile transmission notice of withdrawal must: (i) be received by the Exchange Agent at its address set forth above before 11:59 p.m., New York City time, on the Expiration Date; (ii) specify the person named in the applicable Letter of Transmittal as having tendered Old Notes to be withdrawn; (iii) specify the principal amount of Old Notes to be withdrawn, which must be an authorized denomination; (iv) state that the holder is withdrawing its election to have those Old Notes exchanged; (v) state the name of the registered holder of those Old Notes; and (vi) be signed by the holder in the same manner as the signature on the applicable Letter of Transmittal, including any required signature guarantees, or be accompanied by evidence satisfactory to the Issuer that the person withdrawing the tender has succeeded to the beneficial ownership of the Old Notes being withdrawn.
If this Letter of Transmittal is signed by the holder(s) of Old Notes tendered hereby, the signature must correspond with the name(s) of the holder(s) of the Old Notes.
If any of the Old Notes tendered hereby are owned by two or more joint owners, all owners must sign this Letter of Transmittal.
If this Letter of Transmittal is signed by the holder of record and (i) the entire principal amount of the holder's Old Notes are tendered; and/or (ii) untendered Old Notes, if any, are to be issued to the holder of record, then the holder of record need not endorse any certificates for tendered Old Notes, if any, nor provide a separate bond power. In any other case, the holder of record must transmit a separate bond power with this Letter of Transmittal.
If this Letter of Transmittal or any assignment is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and proper evidence satisfactory to the Issuer of its authority to so act must be submitted, unless waived by the Issuer.
Signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution, unless Old Notes are tendered: (i) by a holder who has not completed the Box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on this Letter of Transmittal; or (ii) for the account of an Eligible Institution. In the event that the signatures in this Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantees must be by an Eligible Institution which is a member of the Securities Transfer Agents Medallion Program (STAMP), the New York Stock Exchange Medallion Signature Program (MSP) or the Stock Exchanges Medallion Program (SEMP). If Old Notes are registered in the name of a person other than the signer of this Letter of Transmittal, the Old Notes surrendered for exchange must be endorsed by, or be accompanied by, a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Issuer, in its sole discretion, duly executed by the registered holder with the signature thereon guaranteed by an Eligible Institution.
Tendering holders should indicate, in Box 3 or 4, as applicable, the name and account to which the Exchange Notes or Old Notes not exchanged are to be issued, if different from the name and account of the person signing this Letter of Transmittal. In the case of issuance in a different name, the tax identification number of the person named must also be indicated. Holders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such holder may designate.
Each tendering holder is required to provide the Exchange Agent with its correct taxpayer identification number, which, in the case of a holder who is an individual, is his or her social security number. If the Exchange
10
Agent is not provided with the correct taxpayer identification number, the holder may be subject to backup withholding and a U.S. $50 penalty imposed by the Internal Revenue Service. If withholding results in an over-payment of taxes, a refund may be obtained. Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional instructions.
To prevent backup withholding, each holder tendering Old Notes must provide such holder's correct taxpayer identification number by completing the Substitute Form W-9, certifying that the taxpayer identification number provided is correct (or that such holder is awaiting a taxpayer identification number), and that (i) the holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of failure to report all interest or dividends or (ii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. If the Old Notes are registered in more than one name or are not in the name of the actual owner, consult the "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for information on which tax payer identification number to report.
The Issuer reserves the right in its sole discretion to take whatever steps are necessary to comply with its obligation regarding backup withholding.
The Issuer and/or the Guarantors will pay all transfer taxes, if any, applicable to the transfer of Old Notes to them or their order pursuant to the Exchange Offer. If, however, the Exchange Notes or Old Notes not exchanged are to be delivered to, or are to be issued in the name of, any person other than the record holder, or if a transfer tax is imposed for any reason other than the transfer of Old Notes to the Issuer and the Guarantors or their order pursuant to the Exchange Offer, then the amount of such transfer taxes (whether imposed on the record holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of taxes or exemption from taxes is not submitted with this Letter of Transmittal, the amount of transfer taxes will be billed directly to the tendering holder.
Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the certificates, if any, listed in this Letter of Transmittal.
The Issuer reserves the absolute right to amend or waive any of the specified conditions in the Exchange Offer in the case of any Old Notes tendered.
Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus or this Letter of Transmittal, may be directed to the Exchange Agent.
IMPORTANT: This Letter of Transmittal (together with a book-entry confirmation and all other required documents) must be received by the Exchange Agent on or before the Expiration Date of the Exchange Offer (as described in the Prospectus).
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PAYER'S NAME: Law Debenture Trust Company of New York | ||||
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SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service |
Part 1PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY OR BY SIGNING AND DATING BELOW |
Social Security Number(s) OR Employer Identification Number(s) |
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PART 2CERTIFICATIONUnder Penalties of Perjury, I certify that (1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. | ||||
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Payer's Request for Taxpayer | Certification InstructionsYou must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding you receive another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2). | |||
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Name |
(please print) |
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable cash payments made to me thereafter will be withheld until I provide a taxpayer identification number to the payer and that, if I do not provide my taxpayer identification number within sixty days, such retained amounts shall be remitted to the IRS as backup withholding.
Signature | |
Date |
|
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Name |
(please print) |
NOTE: |
FAILURE TO COMPLETE AND RETURN THIS FORM W-9 MAY RESULT IN BACKUP WITHHOLDING AND A $50 PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. |
12
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER FOR THE PAYEE (YOU) TO GIVE THE PAYERSocial security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All "Section" references are to the Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue Service.
SECURITY FOR THIS TYPE OF ACCOUNT |
GIVE THE SOCIAL NUMBER OF |
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1. | Individual | The individual | ||
2. |
Two or more individuals (joint account) |
The actual owner of the combined account or, if individual funds, the first on the account(1) |
||
3. |
Custodian account of a minor (Uniform Gift of Minors Act) |
The minor(2) |
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4. |
a. The usual revocable savings trust account trustee(1) |
The grantor (grantor is also trustee) |
||
|
b. So called trust account that is not a legal owner(1) |
The actual or valid trust under state law |
||
5. |
Sole proprietorship |
The owner(1) |
||
EMPLOYER FOR THIS TYPE OF ACCOUNT |
GIVE THE IDENTIFICATION NUMBER OF |
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6. | Sole proprietorship | The owner(1) | ||
7. |
A valid trust, estate or pension trust |
The legal entity(4) |
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8. |
Corporate |
The corporation |
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9. |
Association, club, religious, charitable, educational, or other tax-exempt organization account |
The organization |
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10. |
Partnership |
The partnership |
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11. |
A broker or registered nominee |
The broker of nominee |
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12. |
Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments |
The public entity |
||
NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.
13
Obtaining a Number
If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Card, at the local Social Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.
Payees Exempt From Backup Withholding
Payees specifically exempted from withholding include:
Payees that may be exempt from backup withholding include:
Payments of dividends and patronage dividends generally exempt from backup withholding include:
Payments of interest generally exempt from backup withholding include:
Certain payments, other than payments of interest, dividends, and patronage dividends that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.
EXEMPT PAYEES DESCRIBED ABOVE MUST FILE FORM W-9 OR A SUBSTITUTE FORM W-9 TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART II OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE OF INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.
PRIVACY ACT NOTICESection 6109 requires you to provide your correct taxpayer identification number to payers, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold up to 28% of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to payer. Certain penalties may also apply.
Penalties
1. FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBERIf you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.
2. CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.
3. CRIMINAL PENALTY FOR FALSIFYING INFORMATIONWillfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE.
14
Notice of Guaranteed Delivery
Offer to Exchange
6.625% Senior Notes due 2023, which have been registered under the
Securities Act of 1933, as amended,
for any and all outstanding 6.625% Senior Notes due 2023
144A Notes (CUSIP 629377 BT8 and ISIN US629377BT80)
Regulation S Notes (CUSIP U66962 AJ7 and ISIN USU66962AJ74)
of
NRG Energy, Inc.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY
TIME, ON , 2013 (THE "EXPIRATION DATE"),
UNLESS EXTENDED BY NRG ENERGY, INC.
IN ITS SOLE DISCRETION.
The Exchange Agent for the Exchange Offer is:
LAW DEBENTURE TRUST COMPANY OF NEW YORK, EXCHANGE AGENT
By Registered or Certified Mail or Overnight Carrier: |
Facsimile Transmission: (for eligible institutions only) |
By Hand Delivery: | ||
Law Debenture Trust Company of New York 400 Madison Avenue, 4th Floor New York, New York 10017 Attention: Corporate Trust Department |
(212) 750-1361 | Law Debenture Trust Company of New York 400 Madison Avenue, 4th Floor New York, New York 10017 Attention: Corporate Trust Department |
||
Confirm by Telephone: (212) 750-6474 |
For any questions regarding this Notice of Guaranteed Delivery or for any additional information, you may contact the Exchange Agent by telephone at (212) 750-6474.
Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission of this Notice of Guaranteed Delivery via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery.
Registered holders of outstanding 6.625% Senior Notes due 2023 (together with the guarantees thereof, the "Old Notes") who wish to tender their Old Notes in exchange for a like principal amount of 6.625% Senior Notes due 2023 (together with the guarantees thereof, the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended, may use this Notice of Guaranteed Delivery or one substantially equivalent hereto to tender Old Notes pursuant to the Exchange Offer (as defined below) if: (1) their Old Notes are not immediately available or (2) they cannot deliver their Old Notes (or a confirmation of book-entry transfer of Old Notes into the applicable account of the Exchange Agent at The Depository Trust Company), the Letter of Transmittal or any other documents required by the Letter of Transmittal to the Exchange Agent prior to the Expiration Date or (3) they cannot complete the procedure for book-entry transfer on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission or mail to the Exchange Agent. See "Exchange OfferGuaranteed delivery procedures" in the prospectus dated , 2013 (the "Prospectus"), which together with the related Letter of Transmittal constitutes the "Exchange Offer" of NRG Energy, Inc.
Ladies and Gentlemen:
The undersigned hereby tenders the principal amount of Old Notes indicated below pursuant to the guaranteed delivery procedures set forth in the Prospectus and the Letter of Transmittal, upon the terms and subject to the conditions contained in the Prospectus and the Letter of Transmittal, receipt of which is hereby acknowledged.
All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.
The undersigned hereby tenders the Old Notes listed below:
|
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Certificate Number(s) (If Known) of Old Notes or if Old Notes will be Delivered by Book-Entry Transfer at The Depositary Trust Company, Insert Account No. |
Aggregate Principal Amount Represented |
Aggregate Principal Amount Tendered* |
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|
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* | Must be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. | |||||
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2
Signature(s) of Registered Holder(s) or Authorized Signatory: | ||
Name(s) of Registered Holder(s): |
||
Date: |
Address: |
||
Area Code and Telephone No.: |
This Notice of Guaranteed Delivery must be signed by the registered holder(s) exactly as their name(s) appear(s) on certificate(s) for notes or on a security position listing as the owner of notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information: | ||
Please print name(s) and address(es): |
||
Name(s): |
||
Capacity: | |
Address(es): | |
|
3
DO NOT SEND NOTES WITH THIS FORM. NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL OR PROPERLY TRANSMITTED AGENT'S MESSAGE.
THE GUARANTEE BELOW MUST BE COMPLETED
GUARANTEE
(Not To Be Used for Signature Guarantee)
The undersigned, an "eligible guarantor institution" within the meaning of Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended, hereby guarantees that the notes to be tendered hereby are in proper form for transfer (pursuant to the procedures set forth in the prospectus under "Exchange OfferGuaranteed delivery procedures"), and that the Exchange Agent will receive (a) such notes, or a book-entry confirmation of the transfer of such notes into the applicable exchange agent's account at The Depository Trust Company, and (b) a properly completed and duly executed letter of transmittal (or facsimile thereof) with any required signature guarantees and any other documents required by the letter of transmittal, or a properly transmitted agent's message, within three New York Stock Exchange, Inc. trading days after the date of execution hereof. | ||||||
The eligible guarantor institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the Letter of Transmittal, or a properly transmitted agent's message, and notes, or a book-entry confirmation in the case of a book-entry transfer, to the Exchange Agent within the time period described above. Failure to do so could result in a financial loss to such eligible guarantor institution. |
||||||
Name of Firm: |
Authorized Signature: |
Title: |
Address: |
||||||
(Zip Code) |
Area Code and Telephone Number: |
Dated: |
, 2013
Offer to Exchange
6.625% Senior Notes due 2023, which have been registered under the
Securities Act of 1933, as amended,
for any and all outstanding 6.625% Senior Notes due 2023
144A Notes (CUSIP 629377 BT8 and ISIN US629377BT80)
Regulation S Notes (CUSIP U66962 AJ7 and ISIN USU66962AJ74)
of
NRG ENERGY, INC.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY
TIME, ON , 2013 (THE "EXPIRATION DATE"), UNLESS EXTENDED BY NRG ENERGY,
INC.
IN ITS SOLE DISCRETION.
To
Brokers, Dealers, DTC Participants, Commercial Banks,
Trust Companies and Other Nominees:
Enclosed for your consideration is a prospectus, dated , 2013, of NRG Energy, Inc., a Delaware corporation (the "Issuer"), and a related Letter of Transmittal, that together constitute the Issuer's offer to exchange (the "Exchange Offer") up to $990,000,000 of 6.625% Senior Notes due 2023 (together with the guarantees thereof, the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended, of the Issuer, for a like aggregate principal amount of outstanding 6.625% Senior Notes due 2023 (together with the guarantees thereof, the "Old Notes"), of the Issuer.
We are asking you to contact your clients for whom you hold Old Notes registered in your name or in the name of your nominee. In addition, we ask you to contact your clients who, to your knowledge, hold Old Notes registered in their own names.
Enclosed herewith are copies of the following documents for forwarding to your clients:
1. the prospectus, dated , 2013;
2. a form of letter of transmittal for your use and for the information of your clients, together with Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 providing information relating to backup U.S. federal income tax withholding;
3. a form of notice of guaranteed delivery to be used to accept the Exchange Offer if certificates and all other required documents are not immediately available or if time will not permit all required documents to reach the Exchange Agent on or prior to the Expiration Date or if the procedure for book-entry transfer (including a properly transmitted agent's message) cannot be completed on a timely basis; and
4. instructions to a registered holder from the beneficial owner for obtaining your clients' instructions with regard to the Exchange Offer.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE IN ORDER TO OBTAIN THEIR INSTRUCTIONS.
The Issuer will not pay any fees or commissions to any broker, dealer or other person (other than the Exchange Agent as described in the prospectus) in connection with the solicitation of tenders of Old Notes pursuant to the Exchange Offer.
Please refer to "Exchange OfferProcedures for brokers and custodian banks; DTC ATOP accounts" and "Guaranteed delivery procedures" in the prospectus for a description of the procedures which must be followed to tender Old Notes in the Exchange Offer.
Any inquiries you may have with respect to the Exchange Offer may be directed to the Exchange Agent at 212-750-6474 or at the address set forth on the cover of the Letter of Transmittal. Additional copies of the enclosed material may be obtained from the Exchange Agent.
Very truly yours,
NRG Energy, Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON, THE AGENT OF THE ISSUER OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
2
Instructions to Registered Holder and/or
DTC Participant
from Beneficial Owner
of
NRG Energy, Inc.
6.625% Senior Notes due 2023
144A Notes (CUSIP 629377 BT8 and ISIN US629377BT80)
Regulation S Notes (CUSIP U66962 AJ7 and ISIN USU66962AJ74)
To Registered Holders and/or Participants of The Depository Trust Company:
The undersigned hereby acknowledges receipt of the prospectus, dated , 2013, of NRG Energy, Inc. (the "Issuer") and accompanying Letter of Transmittal, that together constitute the Issuer's offer to exchange (the "Exchange Offer") up to $990,000,000 aggregate principal amount of 6.625% Senior Notes due 2023 (together with the guarantees thereof, the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like aggregate principal amount of 6.625% Senior Notes due 2023 (together with the guarantees thereof, the "Old Notes"), of the Issuer.
This will instruct you, the registered holder and/or book-entry transfer facility participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Old Notes held by you for the account of the undersigned.
The aggregate face amount of the Old Notes held by you for the account of the undersigned is:
U.S. $ of Old Notes
With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):
U.S. $ of Old Notes
o NOT TO TENDER any Old Notes held by you for the account of the undersigned.
If the undersigned instructs you to tender Old Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (1) the Exchange Notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the undersigned, (2) the undersigned is not engaging in and does not intend to engage in a distribution of such Exchange Notes, (3) the undersigned does not have an arrangement or understanding with any person to participate in the distribution of such Exchange Notes, (4) the undersigned is not an "affiliate" of the Issuer within the meaning of Rule 405 under the Securities Act, and (5) the undersigned is not acting on behalf of any person who could not truthfully make the foregoing representations. If any holder or any other person, including the undersigned, is an "affiliate," as defined under Rule 405 of the Securities Act, of the Issuer, or is engaged in or intends to engage in or has an arrangement or understanding with any person to participate in a distribution of the notes to be acquired in the Exchange Offer, the holder or any other person, including the undersigned: (i) may not rely on applicable interpretations of the Staff of the Securities and Exchange Commission; and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. The undersigned represents, certifies and acknowledges, for the benefit of the Issuer, that, if it is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes: (i) the Old Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making or other trading activities, (ii) it has not entered into any arrangement or understanding with the Issuer or an affiliate of the Issuer to distribute the Exchange Notes and (iii) it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.
The undersigned acknowledges that if an executed copy of this Letter of Transmittal is returned, the entire principal amount of Old Notes held for the undersigned's account will be tendered unless otherwise specified above.
The undersigned hereby represents and warrants that the undersigned (1) owns such Old Notes tendered and is entitled to tender such Old Notes, and (2) has full power and authority to tender, sell, exchange, assign and transfer such tendered Old Notes and to acquire Exchange Notes issuable upon the exchange of such tendered Old Notes, and that, when the same are accepted for exchange, the Issuer will acquire good and marketable title to the tendered Old Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right or restriction of any kind.
Name of beneficial owner(s) (please print): |
Signature(s): |
Address: |
Telephone Number: |
Taxpayer Identification Number or Social Security Number: |
Date: |
2
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