UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 20, 2011
NRG ENERGY, INC.
(Exact name of Registrant as specified in its charter)
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Delaware |
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001-15891 |
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41-1724239 |
211 Carnegie Center, Princeton, New Jersey 08540
(Address of principal executive offices, including zip code)
(609) 524-4500
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreements.
On May 20, 2011, NRG Energy, Inc. (“NRG”), the subsidiaries of NRG named in the thirty-eighth supplemental indenture (as described below) (collectively, the “Existing Guarantors”), Energy Protection Insurance Company, Meriden Gas Turbines LLC, NRG Development Company Inc., NRG Energy Labor Services LLC, NRG Energy Services Group LLC, NRG Ilion Limited Partnership, NRG Ilion LP LLC, NRG Maintenance Services LLC, NRG Mextrans Inc., NRG PacGen Inc., NRG Rockford Acquisition LLC, NRG Services Corporation, NRG SimplySmart Solutions LLC, O’Brien Cogeneration, Inc. II, ONSITE Energy, Inc. and Reliant Energy Northeast LLC (collectively, the “Guaranteeing Subsidiaries”) and Law Debenture Trust Company of New York, as trustee (the “Trustee”), entered into a forty-fifth supplemental indenture (the “Forty-Fifth Supplemental Indenture”), supplementing the indenture, dated as of February 2, 2006 (the “Base Indenture”), among NRG and the Trustee, as supplemented by a second supplemental indenture, dated as of February 2, 2006, among NRG, the guarantors named therein and the Trustee, pursuant to which NRG issued $2,400,000,000 aggregate principal amount of 7.375% senior notes due 2016 (the “2016 Notes”), and as supplemented by a fourth supplemental indenture, dated as of March 14, 2006, among NRG, the Existing Guarantors party thereto and the Trustee, a sixth supplemental indenture, dated as of April 28, 2006, among NRG, the Existing Guarantors party thereto and the Trustee, an eighth supplemental indenture, dated as of November 13, 2006, among NRG, the Existing Guarantors party thereto and the Trustee, an eleventh supplemental indenture, dated as of July 19, 2007, among NRG, the Existing Guarantors party thereto and the Trustee, a fourteenth supplemental indenture, dated as of August 28, 2007, among NRG, the Existing Guarantors party thereto and the Trustee, a seventeenth supplemental indenture, dated as of April 28, 2009, among NRG, the Existing Guarantors party thereto and the Trustee, a twentieth supplemental indenture, dated as of May 8, 2009, among NRG, the Existing Guarantors party thereto and the Trustee, a twenty-fifth supplemental indenture, dated as of October 5, 2009, among NRG, the Existing Guarantors party thereto and the Trustee, a twenty-ninth supplemental indenture, dated as of April 16, 2010, among NRG, the Existing Guarantors party thereto and the Trustee, a thirty-third supplemental indenture, dated as of June 22, 2010, among NRG, the Existing Guarantors party thereto and the Trustee, and a thirty-eighth supplemental indenture, dated as of December 15, 2010, among NRG, the Existing Guarantors and the Trustee. Pursuant to the Forty-Fifth Supplemental Indenture, the Guaranteeing Subsidiaries became guarantors of NRG’s obligations under its 2016 Notes.
On May 20, 2011, NRG, the Existing Guarantors, the Guaranteeing Subsidiaries and the Trustee entered into a forty-sixth supplemental indenture (the “Forty-Sixth Supplemental Indenture”), supplementing the Base Indenture, as supplemented by a ninth supplemental indenture, dated as of November 21, 2006, among NRG, the Existing Guarantors party thereto and the Trustee, pursuant to which NRG issued $1,100,000,000 aggregate principal amount of 7.375% senior notes due 2017 (the “2017 Notes”), and as supplemented by a twelfth supplemental indenture, dated as of July 19, 2007, among NRG, the Existing Guarantors party thereto and the Trustee, a fifteenth supplemental indenture, dated as of August 28, 2007, among NRG the Existing Guarantors party thereto and the Trustee, an eighteenth supplemental indenture, dated as of April 28, 2009, among NRG, the Existing Guarantors party thereto and the Trustee, a twenty-first supplemental indenture, dated as of May 8, 2009, among NRG, the Existing Guarantors party thereto and the Trustee, a twenty-sixth supplemental indenture, dated as of October 5, 2009, among NRG, the Existing Guarantors party thereto and the Trustee, a thirtieth supplemental indenture, dated as of April 16, 2010, among NRG, the Existing Guarantors party thereto and the Trustee,a thirty-fourth supplemental indenture, dated as of June 22, 2010, among NRG, the Existing Guarantors party thereto and the Trustee, and a thirty-ninth supplemental indenture, dated as of December 15, 2010, among NRG, the Existing Guarantors and the Trustee. Pursuant to the Forty-Sixth Supplemental Indenture, the Guaranteeing Subsidiaries became guarantors of NRG’s obligations under its 2017 Notes.
On May 20, 2011, NRG, the Existing Guarantors, the Guaranteeing Subsidiaries and the Trustee entered into the forty-seventh supplemental indenture (the “Forty-Seventh Supplemental Indenture”), supplementing the Base Indenture, as supplemented by a twenty-second supplemental indenture, dated as of June 5, 2009, among NRG, the Existing Guarantors party thereto and the Trustee, pursuant to which NRG issued $700,000,000 aggregate principal amount of 8.50% senior notes due 2019 (the “2019 Notes”), and as supplemented by a twenty-third supplemental indenture, dated as of July 14, 2009, among NRG, the Existing Guarantors party thereto and the Trustee, a twenty-seventh supplemental indenture, dated as of October 5, 2009, among NRG, the Existing Guarantors party thereto and the Trustee, a thirty-first supplemental indenture, dated as of April 16, 2010, among NRG, the Existing Guarantors party thereto and the Trustee, a thirty-fifth supplemental indenture, dated as of June 22, 2010, among NRG, the Existing Guarantors party thereto and the Trustee, and a fortieth supplemental indenture, dated as of
December 15, 2010, among NRG, the Existing Guarantors and the Trustee. Pursuant to the Forty-Seventh Supplemental Indenture, the Guaranteeing Subsidiaries became guarantors of NRG’s obligations under its 2019 Notes.
On May 20, 2011, NRG, the Existing Guarantors, the Guaranteeing Subsidiaries and the Trustee entered into the forty-eighth supplemental indenture (the “Forty-Eighth Supplemental Indenture”), supplementing the Base Indenture, as supplemented by a thirty-sixth supplemental indenture, dated as of August 20, 2010, among NRG, the Existing Guarantors and the Trustee, pursuant to which NRG issued $1,100,000,000 aggregate principal amount of 8. 25% senior notes due 2020 (the “2020 Notes”) and as supplemented by a forty-first supplemental indenture, dated as of December 15, 2010, among NRG, the Existing Guarantors and the Trustee, and a forty-third supplemental indenture, dated as of April 22, 2011, among NRG, the Existing Guarantors and the Trustee. Pursuant to the Forty-Eighth Supplemental Indenture, the Guaranteeing Subsidiaries became guarantors of NRG’s obligations under its 2020 Notes.
On May 20, 2011, NRG, the Existing Guarantors, the Guaranteeing Subsidiaries and the Trustee entered into the forty-ninth supplemental indenture (the “Forth-Ninth Supplemental Indenture”), supplementing the Base Indenture, as supplemented by a forty-second supplemental indenture, dated as of January 26, 2011, among NRG, the Existing Guarantors and the Trustee pursuant to which NRG issued $1,200,000,000 aggregate principal amount of 7.625% senior notes due 2018 (the “2018 Notes”). Pursuant to the Forty-Ninth Supplemental Indenture, the Guaranteeing Subsidiaries became guarantors of NRG’s obligations under its 2018 Notes.
A copy of the Forty-Fifth Supplemental Indenture is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the Forty-Sixth Supplemental Indenture is attached as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the Forty-Seventh Supplemental Indenture is attached as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the Forty-Eighth Supplemental Indenture is attached as Exhibit 4.4 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the Forty-Ninth Supplemental Indenture is attached as Exhibit 4.5 to this Current Report on Form 8-K and is incorporated by reference herein. The descriptions of the material terms of the Forty-Fifth Supplemental Indenture, the Forty-Sixth Supplemental Indenture, the Forty-Seventh Supplemental Indenture, the Forty-Eighth Supplemental Indenture and Forty-Ninth Supplemental Indenture are qualified in their entirety by reference to such exhibits.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit Number |
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Description |
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4.1 |
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Forty-Fifth Supplemental Indenture, dated as of May 20, 2011, among NRG Energy, Inc., the existing guarantors named therein, the guaranteeing subsidiaries named therein and Law Debenture Trust Company of New York. |
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4.2 |
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Forty-Sixth Supplemental Indenture, dated as of May 20, 2011, among NRG Energy, Inc., the existing guarantors named therein, the guaranteeing subsidiaries named therein and Law Debenture Trust Company of New York. |
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4.3 |
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Forty-Seventh Supplemental Indenture, dated as of May 20, 2011, among NRG Energy, Inc., the existing guarantors named therein, the guaranteeing subsidiaries named therein and Law Debenture Trust Company of New York. |
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4.4 |
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Forty-Eighth Supplemental Indenture, dated as of May 20, 2011, among NRG Energy, Inc., the existing guarantors named therein, the guaranteeing subsidiaries named therein and Law Debenture Trust Company of New York. |
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4.5 |
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Forty-Ninth Supplemental Indenture, dated as of May 20, 2011, among NRG Energy, Inc., the existing guarantors named therein, the guaranteeing subsidiaries named therein |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NRG ENERGY, INC. | |
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/s/ Michael Bramnick | |
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Date: May 25, 2011 |
Name: |
Michael Bramnick |
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Title: |
Executive Vice President and General Counsel |
EXHIBIT INDEX
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Exhibit Number |
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Description |
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4.1 |
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Forty-Fifth Supplemental Indenture, dated as of May 20, 2011, among NRG Energy, Inc., the existing guarantors named therein, the guaranteeing subsidiaries named therein and Law Debenture Trust Company of New York. |
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4.2 |
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Forty-Sixth Supplemental Indenture, dated as of May 20, 2011, among NRG Energy, Inc., the existing guarantors named therein, the guaranteeing subsidiaries named therein and Law Debenture Trust Company of New York. |
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4.3 |
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Forty-Seventh Supplemental Indenture, dated as of May 20, 2011, among NRG Energy, Inc., the existing guarantors named therein, the guaranteeing subsidiaries named therein and Law Debenture Trust Company of New York. |
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4.4 |
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Forty-Eighth Supplemental Indenture, dated as of May 20, 2011, among NRG Energy, Inc., the existing guarantors named therein, the guaranteeing subsidiaries named therein and Law Debenture Trust Company of New York. |
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4.5 |
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Forty-Ninth Supplemental Indenture, dated as of May 20, 2011, among NRG Energy, Inc., the existing guarantors named therein, the guaranteeing subsidiaries named therein and Law Debenture Trust Company of New York. |
EXHIBIT 4.1
FORTY-FIFTH SUPPLEMENTAL INDENTURE FOR
ADDITIONAL SUBSIDIARY GUARANTEES
FORTY-FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture for Additional Guarantees”), dated as of May 20, 2011, among Energy Protection Insurance Company, Meriden Gas Turbines LLC, NRG Development Company Inc., NRG Energy Labor Services LLC, NRG Energy Services Group LLC, NRG Ilion Limited Partnership, NRG Ilion LP LLC, NRG Maintenance Services LLC, NRG Mextrans Inc., NRG PacGen Inc., NRG Rockford Acquisition LLC, NRG Services Corporation, NRG SimplySmart Solutions LLC, O’Brien Cogeneration, Inc. II, ONSITE Energy, Inc. and Reliant Energy Northeast LLC (each a “Guaranteeing Subsidiary” and together the “Guaranteeing Subsidiaries”), each an indirect subsidiary of NRG Energy, Inc., a Delaware corporation (the “Company”), the Company, the Existing Guarantors set forth on the signature page hereto (the “Existing Guarantors”) and Law Debenture Trust Company of New York, as trustee under the indentures referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Base Indenture”), dated as of February 2, 2006, between the Company and the Trustee, as amended by a second supplemental indenture (the “Second Supplemental Indenture”), dated as of February 2, 2006, among the Company, the Guarantors named therein and the Trustee, providing for the original issuance of an aggregate principal amount of $2,400 million of 7.375% Senior Notes due 2016 (the “Initial Notes”), and, subject to the terms of the Indenture, future unlimited issuances of 7.375% Senior Notes due 2016 (the “Additional Notes,” and together with the Initial Notes, the “Notes”), a fourth supplemental indenture, dated as of March 14, 2006, among the Company, the Existing Guarantors party thereto and the Trustee (the “Fourth Supplemental Indenture”), a sixth supplemental indenture, dated as of April 28, 2006, among the Company, the Existing Guarantors party thereto and the Trustee (the “Sixth Supplemental Indenture”), an eighth supplemental indenture, dated as of November 13, 2006, among the Company, the Existing Guarantors party thereto and the Trustee (the “Eight Supplemental Indenture”), an eleventh supplemental indenture, dated as of July 19, 2007, among the Company, the Existing Guarantors party thereto and the Trustee (the “Eleventh Supplemental Indenture”), a fourteenth supplemental indenture, dated as of August 28, 2007, among the Company, the Existing Guarantors party thereto and the Trustee (the “Fourteenth Supplemental Indenture”), a seventeenth supplemental indenture, dated as of April 28, 2009 among the Company, the Existing Guarantors party thereto and the Trustee (the “Seventeenth Supplemental Indenture”), a twentieth supplemental indenture, dated as of May 8, 2009 among the Company, the Existing Guarantors party thereto and the Trustee (the “Twentieth Supplemental Indenture”) and a twenty-fifth supplemental indenture, dated as of October 5, 2009 among the Company, the Existing Guarantors party thereto and the Trustee (the “Twenty-Fifth Supplemental Indenture”), a twenty-ninth supplemental indenture, dated as of April 16, 2010, among the Company, the Existing Guarantors party thereto and the Trustee (the “Twenty-Ninth Supplemental Indenture”), a thirty-third supplemental indenture, dated as of June 23, 2010, among the Company, the Existing Guarantors party thereto and the Trustee (the “Thirty-Third Supplemental Indenture”) and a thirty-eighth supplemental indenture, dated as of December 15, 2010, among the Company, the Existing Guarantors party thereto and the Trustee (the “Thirty-Eighth Supplemental Indenture”) and a forty-fourth supplemental indenture, dated as of May 9, 2011, among the Company, the Existing Guarantors and the Trustee (the “Forty-Fourth Supplemental Indenture” and together with the Base Indenture, the Second Supplemental Indenture, the Fourth Supplemental Indenture, the Sixth Supplemental Indenture, the Eighth Supplemental Indenture, the Eleventh Supplemental Indenture, the Fourteenth Supplemental Indenture, the Seventeenth Supplemental Indenture, the Twentieth Supplemental Indenture, the Twenty-Fifth Supplemental Indenture, the Twenty-Ninth Supplemental Indenture, the Thirty-Third Supplemental Indenture and the Thirty-Eighth Supplemental Indenture, the “Indenture”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture (the “Additional Guarantees”); and
WHEREAS, pursuant to Section 4.17 of the Second Supplemental Indenture, the Trustee, the Company and the Existing Guarantors are authorized and required to execute and deliver this Supplemental Indenture for Additional Guarantees.
NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries, the Trustee, the Company and the Existing Guarantors mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Unless otherwise defined in this Supplemental Indenture for Additional Guarantees, capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Agreement to Be Bound; Guarantee. The Guaranteeing Subsidiaries hereby become parties to the Indenture as Guarantors and as such will have all of the rights and be subject to all of the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiaries hereby agree to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the Obligations and agreements of a Guarantor under the Indenture. In furtherance of the foregoing, the Guaranteeing Subsidiaries shall be deemed Guarantors for purposes of Article 10 of the Second Supplemental Indenture, including, without limitation, Section 10.02 thereof.
3. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
4. Counterparts. The parties may sign any number of copies of this Supplemental Indenture for Additional Guarantees. Each signed copy shall be an original, but all of them together represent the same agreement.
5. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture for Additional Guarantees or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.
7. Ratification of Indenture; Supplemental Indenture for Additional Guarantees Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture for Additional Guarantees to be duly executed and attested, all as of the date first above written.
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GUARANTEEING SUBSIDIARIES: | |||
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ENERGY PROTECTION INSURANCE COMPANY | |||
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By: |
/s/ Christopher Sotos | ||
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Name: |
Christopher Sotos | |
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Title: |
Treasurer | |
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MERIDEN GAS TURBINES LLC | |||
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By: |
/s/ Christopher Sotos | ||
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Name: |
Christopher Sotos | |
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Title: |
Treasurer | |
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NRG DEVELOPMENT COMPANY INC. | |||
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By: |
/s/ Christopher Sotos | ||
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Name: |
Christopher Sotos | |
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Title: |
Treasurer | |
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NRG ENERGY LABOR SERVICES LLC | |||
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By: |
/s/ Gaetan Frotte | ||
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Name: |
Gaetan Frotte | |
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Title: |
Vice President and Treasurer | |
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NRG ENERGY SERVICES GROUP LLC | |||
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By: |
/s/ Christopher Sotos | ||
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Name: |
Christopher Sotos | |
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Title: |
Treasurer | |
Signature Page to Forty-Fifth Supplemental Indenture
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NRG ILION LIMITED PARTNERSHIP | ||
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By: |
NRG Rockford Acquisition LLC, its General Partner | |
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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NRG ILION LP LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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NRG MAINTENANCE SERVICES LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Vice President and Treasurer |
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NRG MEXTRANS INC. | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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NRG PACGEN INC. | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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NRG ROCKFORD ACQUISITION LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
Signature Page to Forty-Fifth Supplemental Indenture
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NRG SERVICES CORPORATION | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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NRG SIMPLYSMART SOLUTIONS LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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O’BRIEN COGENERATION, INC. II | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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ONSITE ENERGY, INC. | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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RELIANT ENERGY NORTHEAST LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
Signature Page to Forty-Fifth Supplemental Indenture
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ISSUER: | ||
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NRG ENERGY, INC. | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos | |
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Title: |
Vice President and Treasurer | |
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EXISTING GUARANTORS: | ||
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ARTHUR KILL POWER LLC | ||
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ASTORIA GAS TURBINE POWER LLC | ||
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CABRILLO POWER I LLC | ||
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CABRILLO POWER II LLC | ||
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CARBON MANAGEMENT SOLUTIONS LLC | ||
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CLEAN EDGE ENERGY LLC | ||
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CONEMAUGH POWER LLC | ||
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CONNECTICUT JET POWER LLC | ||
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COTTONWOOD DEVELOPMENT LLC | ||
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COTTONWOOD GENERATING PARTNERS I LLC | ||
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COTTONWOOD GENERATING PARTNERS II LLC | ||
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COTTONWOOD GENERATING PARTNERS III LLC | ||
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COTTONWOOD ENERGY COMPANY LP | ||
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COTTONWOOD TECHNOLOGY PARTNERS LP | ||
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DEVON POWER LLC | ||
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DUNKIRK POWER LLC | ||
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EASTERN SIERRA ENERGY COMPANY | ||
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EL SEGUNDO POWER, LLC | ||
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EL SEGUNDO POWER II LLC | ||
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HUNTLEY POWER LLC | ||
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INDIAN RIVER OPERATIONS INC. | ||
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INDIAN RIVER POWER LLC | ||
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KEYSTONE POWER LLC | ||
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LANGFORD WIND POWER, LLC | ||
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LOUISIANA GENERATING LLC | ||
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MIDDLETOWN POWER LLC | ||
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MONTVILLE POWER LLC | ||
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NEO CORPORATION | ||
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NEO FREEHOLD-GEN LLC | ||
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NEO POWER SERVICES INC. | ||
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NEW GENCO GP, LLC | ||
Signature Page to Forty-Fifth Supplemental Indenture
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NORWALK POWER LLC |
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NRG AFFILIATE SERVICES INC. |
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NRG ARTESIAN ENERGY LLC |
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NRG ARTHUR KILL OPERATIONS INC. |
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NRG ASTORIA GAS TURBINE OPERATIONS INC. |
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NRG BAYOU COVE LLC |
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NRG CABRILLO POWER OPERATIONS INC. |
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NRG CALIFORNIA PEAKER OPERATIONS LLC |
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NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC |
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NRG CONNECTICUT AFFILIATE SERVICES INC. |
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NRG DEVON OPERATIONS INC. |
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NRG DUNKIRK OPERATIONS INC. |
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NRG EL SEGUNDO OPERATIONS INC. |
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NRG ENERGY SERVICES LLC |
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NRG GENERATION HOLDINGS, INC. |
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NRG HUNTLEY OPERATIONS INC. |
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NRG INTERNATIONAL LLC |
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NRG MIDATLANTIC AFFILIATE SERVICES INC. |
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NRG MIDDLETOWN OPERATIONS INC. |
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NRG MONTVILLE OPERATIONS INC. |
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NRG NEW JERSEY ENERGY SALES LLC |
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NRG NEW ROADS HOLDINGS LLC |
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NRG NORTH CENTRAL OPERATIONS INC. |
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NRG NORTHEAST AFFILIATE SERVICES INC. |
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NRG NORWALK HARBOR OPERATIONS INC. |
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NRG OPERATING SERVICES, INC. |
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NRG OSWEGO HARBOR POWER OPERATIONS INC. |
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NRG POWER MARKETING LLC |
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NRG RETAIL LLC |
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NRG SAGUARO OPERATIONS INC. |
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NRG SOUTH CENTRAL AFFILIATE SERVICES INC. |
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NRG SOUTH CENTRAL GENERATING LLC |
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NRG SOUTH CENTRAL OPERATIONS INC. |
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NRG TEXAS C&I SUPPLY LLC |
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NRG TEXAS HOLDING INC. |
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NRG TEXAS LLC |
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NRG TEXAS POWER LLC |
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NRG WEST COAST LLC |
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NRG WESTERN AFFILIATE SERVICES INC. |
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OSWEGO HARBOR POWER LLC |
Signature Page to Forty-Fifth Supplemental Indenture
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PENNYWISE POWER LLC | ||
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RE RETAIL RECEIVABLES, LLC | ||
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RELIANT ENERGY POWER SUPPLY, LLC | ||
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RELIANT ENERGY RETAIL HOLDINGS, LLC | ||
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RELIANT ENERGY RETAIL SERVICES, LLC | ||
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RELIANT ENERGY TEXAS RETAIL, LLC | ||
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RERH HOLDINGS, LLC | ||
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SAGUARO POWER LLC | ||
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SOMERSET OPERATIONS INC. | ||
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SOMERSET POWER LLC | ||
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TEXAS GENCO FINANCING CORP. | ||
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TEXAS GENCO GP, LLC | ||
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TEXAS GENCO HOLDINGS, INC. | ||
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TEXAS GENCO OPERATING SERVICES, LLC | ||
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VIENNA OPERATIONS INC. | ||
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VIENNA POWER LLC | ||
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WCP (GENERATION) HOLDINGS LLC | ||
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WEST COAST POWER LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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ELBOW CREEK WIND PROJECT LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Vice President and Controller |
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GCP FUNDING COMPANY, LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Management Board Member |
Signature Page to Forty-Fifth Supplemental Indenture
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GREEN MOUNTAIN ENERGY COMPANY | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Vice President and Treasurer |
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NRG CONSTRUCTION LLC | ||
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By: |
/s/ Rachel Smith | |
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Name: |
Rachel Smith |
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Title: |
Treasurer |
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NRG SOUTH TEXAS LP | ||
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By: |
Texas Genco GP, LLC, its General Partner | |
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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TEXAS GENCO LP, LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Management Committee Member |
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TEXAS GENCO SERVICES, LP | ||
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By: |
New Genco GP, LLC, its General Partner | |
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
Signature Page to Forty-Fifth Supplemental Indenture
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LAW DEBENTURE TRUST COMPANY OF NEW YORK, | |
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as Trustee | |
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By: |
/s/ James D. Heaney |
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Name: |
James D. Heaney |
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Title: |
Managing Director |
Signature Page to Forty-Fifth Supplemental Indenture
EXHIBIT 4.2
FORTY-SIXTH SUPPLEMENTAL INDENTURE FOR
ADDITIONAL SUBSIDIARY GUARANTEES
FORTY-SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture for Additional Guarantees”), dated as of May 20, 2011, among Energy Protection Insurance Company, Meriden Gas Turbines LLC, NRG Development Company Inc., NRG Energy Labor Services LLC, NRG Energy Services Group LLC, NRG Ilion Limited Partnership, NRG Ilion LP LLC, NRG Maintenance Services LLC, NRG Mextrans Inc., NRG PacGen Inc., NRG Rockford Acquisition LLC, NRG Services Corporation, NRG SimplySmart Solutions LLC, O’Brien Cogeneration, Inc. II, ONSITE Energy, Inc. and Reliant Energy Northeast LLC (each a “Guaranteeing Subsidiary” and together the “Guaranteeing Subsidiaries”), each an indirect subsidiary of NRG Energy, Inc., a Delaware corporation (the “Company”), the Company, the Existing Guarantors set forth on the signature page hereto (the “Existing Guarantors”) and Law Debenture Trust Company of New York, as trustee under the indentures referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Base Indenture”), dated as of February 2, 2006, between the Company and the Trustee, as amended by a ninth supplemental indenture (the “Ninth Supplemental Indenture”), dated as of November 21, 2006, among the Company, the Guarantors named therein and the Trustee, providing for the original issuance of an aggregate principal amount of $1,100 million of 7.375% Senior Notes due 2017 (the “Initial Notes”), and, subject to the terms of the Ninth Supplemental Indenture, future unlimited issuances of 7.375% Senior Notes due 2017 (the “Additional Notes,” and together with the Initial Notes, the “Notes”), as amended by a twelfth supplemental indenture, dated as of July 19, 2007, among the Company, the Existing Guarantors party thereto and the Trustee (the “Twelfth Supplemental Indenture”), a fifteenth supplemental indenture, dated as of August 28, 2007, among the Company, the Existing Guarantors party thereto and the Trustee (the “Fifteenth Supplemental Indenture”), an eighteenth supplemental indenture dated as of April 28, 2009, among the Company, the Existing Guarantors party thereto and the Trustee (the “Eighteenth Supplemental Indenture”), a twenty-first supplemental indenture dated as of May 8, 2009, among the Company, the Existing Guarantors party thereto and the Trustee (the “Twenty-First Supplemental Indenture”), a twenty-sixth supplemental indenture dated as of October 5, 2009, among the Company, the Existing Guarantors party thereto and the Trustee (the “Twenty-Sixth Supplemental Indenture”), a thirtieth supplemental indenture, dated as of April 16, 2010, among the Company, the Existing Guarantors party thereto and the Trustee (the “Thirtieth Supplemental Indenture”), a thirty-fourth supplemental indenture, dated as of June 23, 2010, among the Company, the Existing Guarantors party thereto and the Trustee (the “Thirty-Fourth Supplemental Indenture”) and a thirty-ninth supplemental indenture, dated as of December 15, 2010, among the Company, the Existing Guarantors and the Trustee (the “Thirty-Ninth Supplemental Indenture” and together with the Base Indenture, the Ninth Supplemental Indenture, the Twelfth Supplemental Indenture, the Fifteenth Supplemental Indenture, the Eighteenth Supplemental Indenture, the Twenty-First Supplemental Indenture, the Twenty-Sixth Supplemental Indenture, the Thirtieth Supplemental Indenture and the Thirty-Fourth Supplemental Indenture, the “Indenture”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture (the “Additional Guarantees”); and
WHEREAS, pursuant to Section 4.17 of the Ninth Supplemental Indenture, the Trustee, the Company and the Existing Guarantors are authorized and required to execute and deliver this Supplemental Indenture for Additional Guarantees.
NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries, the Trustee, the Company and the Existing Guarantors mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Unless otherwise defined in this Supplemental Indenture for Additional Guarantees, capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Agreement to Be Bound; Guarantee. The Guaranteeing Subsidiaries hereby become parties to the Indenture as Guarantors and as such will have all of the rights and be subject to all of the Obligations and agreements of Guarantors under the Indenture. The Guaranteeing Subsidiaries hereby agree to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the Obligations and agreements of a Guarantor under the Indenture. In furtherance of the foregoing, the Guaranteeing Subsidiaries shall be deemed Guarantors for purposes of Article 10 of the Ninth Supplemental Indenture, including, without limitation, Section 10.02 thereof.
3. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
4. Counterparts. The parties may sign any number of copies of this Supplemental Indenture for Additional Guarantees. Each signed copy shall be an original, but all of them together represent the same agreement.
5. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture for Additional Guarantees or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.
7. Ratification of Indenture; Supplemental Indenture for Additional Guarantees Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture for Additional Guarantees to be duly executed and attested, all as of the date first above written.
|
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GUARANTEEING SUBSIDIARIES: | ||
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| ||
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| ||
|
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ENERGY PROTECTION INSURANCE COMPANY | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Treasurer |
|
|
|
|
|
|
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|
|
|
|
|
MERIDEN GAS TURBINES LLC | ||
|
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| ||
|
|
| ||
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Treasurer |
|
|
|
|
|
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|
|
|
|
|
NRG DEVELOPMENT COMPANY INC. | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Treasurer |
|
|
|
|
|
|
|
|
|
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|
|
NRG ENERGY LABOR SERVICES LLC | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ Gaetan Frotte | |
|
|
|
Name: |
Gaetan Frotte |
|
|
|
Title: |
Vice President and Treasurer |
|
|
|
|
|
|
|
|
|
|
|
|
NRG ENERGY SERVICES GROUP LLC | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Treasurer |
Signature Page to Forty-Sixth Supplemental Indenture
|
|
NRG ILION LIMITED PARTNERSHIP | ||
|
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By: |
NRG Rockford Acquisition LLC, its General Partner | |
|
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| |
|
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| |
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Treasurer |
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|
|
NRG ILION LP LLC | ||
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| ||
|
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By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Treasurer |
|
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|
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NRG MAINTENANCE SERVICES LLC | ||
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| ||
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| ||
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Vice President and Treasurer |
|
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NRG MEXTRANS INC. | ||
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| ||
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| ||
|
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By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Treasurer |
|
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|
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NRG PACGEN INC. | ||
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| ||
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| ||
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Treasurer |
|
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|
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NRG ROCKFORD ACQUISITION LLC | ||
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| ||
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| ||
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Treasurer |
Signature Page to Forty-Sixth Supplemental Indenture
|
|
NRG SERVICES CORPORATION | ||
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| ||
|
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| ||
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Treasurer |
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|
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NRG SIMPLYSMART SOLUTIONS LLC | ||
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| ||
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| ||
|
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By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Treasurer |
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|
O’BRIEN COGENERATION, INC. II | ||
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| ||
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| ||
|
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By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
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|
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Title: |
Treasurer |
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|
ONSITE ENERGY, INC. | ||
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| ||
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| ||
|
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By: |
/s/ Christopher Sotos | |
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|
|
Name: |
Christopher Sotos |
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|
|
Title: |
Treasurer |
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RELIANT ENERGY NORTHEAST LLC | ||
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| ||
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| ||
|
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By: |
/s/ Christopher Sotos | |
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|
|
Name: |
Christopher Sotos |
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|
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Title: |
Treasurer |
Signature Page to Forty-Sixth Supplemental Indenture
|
|
ISSUER: | |
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| |
|
|
NRG ENERGY, INC. | |
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| |
|
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| |
|
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By: |
/s/ Christopher Sotos |
|
|
Name: |
Christopher Sotos |
|
|
Title: |
Vice President and Treasurer |
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| |
|
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| |
|
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EXISTING GUARANTORS: | |
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|
| |
|
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ARTHUR KILL POWER LLC | |
|
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ASTORIA GAS TURBINE POWER LLC | |
|
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CABRILLO POWER I LLC | |
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CABRILLO POWER II LLC | |
|
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CARBON MANAGEMENT SOLUTIONS LLC | |
|
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CLEAN EDGE ENERGY LLC | |
|
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CONEMAUGH POWER LLC | |
|
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CONNECTICUT JET POWER LLC | |
|
|
COTTONWOOD DEVELOPMENT LLC | |
|
|
COTTONWOOD GENERATING PARTNERS I LLC | |
|
|
COTTONWOOD GENERATING PARTNERS II LLC | |
|
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COTTONWOOD GENERATING PARTNERS III LLC | |
|
|
COTTONWOOD ENERGY COMPANY LP | |
|
|
COTTONWOOD TECHNOLOGY PARTNERS LP | |
|
|
DEVON POWER LLC | |
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DUNKIRK POWER LLC | |
|
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EASTERN SIERRA ENERGY COMPANY | |
|
|
EL SEGUNDO POWER, LLC | |
|
|
EL SEGUNDO POWER II LLC | |
|
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HUNTLEY POWER LLC | |
|
|
INDIAN RIVER OPERATIONS INC. | |
|
|
INDIAN RIVER POWER LLC | |
|
|
KEYSTONE POWER LLC | |
|
|
LANGFORD WIND POWER, LLC | |
|
|
LOUISIANA GENERATING LLC | |
|
|
MIDDLETOWN POWER LLC | |
|
|
MONTVILLE POWER LLC | |
|
|
NEO CORPORATION | |
|
|
NEO FREEHOLD-GEN LLC | |
|
|
NEO POWER SERVICES INC. | |
|
|
NEW GENCO GP, LLC | |
Signature Page to Forty-Sixth Supplemental Indenture
|
|
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 DEVON OPERATIONS INC. |
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NRG DUNKIRK OPERATIONS INC. |
|
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NRG EL SEGUNDO OPERATIONS INC. |
|
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NRG ENERGY SERVICES LLC |
|
|
NRG GENERATION HOLDINGS, INC. |
|
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NRG HUNTLEY OPERATIONS INC. |
|
|
NRG INTERNATIONAL LLC |
|
|
NRG MIDATLANTIC AFFILIATE SERVICES INC. |
|
|
NRG MIDDLETOWN OPERATIONS INC. |
|
|
NRG MONTVILLE OPERATIONS INC. |
|
|
NRG NEW JERSEY ENERGY SALES LLC |
|
|
NRG NEW ROADS HOLDINGS LLC |
|
|
NRG NORTH CENTRAL OPERATIONS INC. |
|
|
NRG NORTHEAST AFFILIATE SERVICES INC. |
|
|
NRG NORWALK HARBOR OPERATIONS INC. |
|
|
NRG OPERATING SERVICES, INC. |
|
|
NRG OSWEGO HARBOR POWER OPERATIONS INC. |
|
|
NRG POWER MARKETING LLC |
|
|
NRG RETAIL LLC |
|
|
NRG SAGUARO OPERATIONS INC. |
|
|
NRG SOUTH CENTRAL AFFILIATE SERVICES INC. |
|
|
NRG SOUTH CENTRAL GENERATING LLC |
|
|
NRG SOUTH CENTRAL OPERATIONS INC. |
|
|
NRG TEXAS C&I SUPPLY LLC |
|
|
NRG TEXAS HOLDING INC. |
|
|
NRG TEXAS LLC |
|
|
NRG TEXAS POWER LLC |
|
|
NRG WEST COAST LLC |
|
|
NRG WESTERN AFFILIATE SERVICES INC. |
|
|
OSWEGO HARBOR POWER LLC |
Signature Page to Forty-Sixth Supplemental Indenture
|
|
PENNYWISE POWER LLC | ||
|
|
RE RETAIL RECEIVABLES, LLC | ||
|
|
RELIANT ENERGY POWER SUPPLY, LLC | ||
|
|
RELIANT ENERGY RETAIL HOLDINGS, LLC | ||
|
|
RELIANT ENERGY RETAIL SERVICES, LLC | ||
|
|
RELIANT ENERGY TEXAS RETAIL, LLC | ||
|
|
RERH HOLDINGS, LLC | ||
|
|
SAGUARO POWER LLC | ||
|
|
SOMERSET OPERATIONS INC. | ||
|
|
SOMERSET POWER LLC | ||
|
|
TEXAS GENCO FINANCING CORP. | ||
|
|
TEXAS GENCO GP, LLC | ||
|
|
TEXAS GENCO HOLDINGS, INC. | ||
|
|
TEXAS GENCO OPERATING SERVICES, LLC | ||
|
|
VIENNA OPERATIONS INC. | ||
|
|
VIENNA POWER LLC | ||
|
|
WCP (GENERATION) HOLDINGS LLC | ||
|
|
WEST COAST POWER LLC | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Treasurer |
|
|
|
|
|
|
|
|
|
|
|
|
ELBOW CREEK WIND PROJECT LLC | ||
|
|
| ||
|
|
| ||
|
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Vice President and Controller |
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GCP FUNDING COMPANY, LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Management Board Member |
Signature Page to Forty-Sixth Supplemental Indenture
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GREEN MOUNTAIN ENERGY COMPANY | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Vice President and Treasurer |
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NRG CONSTRUCTION LLC | ||
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By: |
/s/ Rachel Smith | |
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Name: |
Rachel Smith |
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Title: |
Treasurer |
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NRG SOUTH TEXAS LP | ||
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By: |
Texas Genco GP, LLC, its General Partner | |
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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TEXAS GENCO LP, LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Management Committee Member |
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TEXAS GENCO SERVICES, LP | ||
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By: |
New Genco GP, LLC, its General Partner | |
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Soto |
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Title: |
Treasurer |
Signature Page to Forty-Sixth Supplemental Indenture
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LAW DEBENTURE TRUST COMPANY OF NEW YORK, | |
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By: |
/s/ James D. Heaney |
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Name: |
James D. Heaney |
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Title: |
Managing Director |
Signature Page to Forty-Sixth Supplemental Indenture
EXHIBIT 4.3
FORTY-SEVENTH SUPPLEMENTAL INDENTURE FOR
ADDITIONAL SUBSIDIARY GUARANTEES
FORTY-SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture for Additional Guarantees”), dated as of May 20, 2011, among Energy Protection Insurance Company, Meriden Gas Turbines LLC, NRG Development Company Inc., NRG Energy Labor Services LLC, NRG Energy Services Group LLC, NRG Ilion Limited Partnership, NRG Ilion LP LLC, NRG Maintenance Services LLC, NRG Mextrans Inc., NRG PacGen Inc., NRG Rockford Acquisition LLC, NRG Services Corporation, NRG SimplySmart Solutions LLC, O’Brien Cogeneration, Inc. II, ONSITE Energy, Inc. and Reliant Energy Northeast LLC (each a “Guaranteeing Subsidiary” and together the “Guaranteeing Subsidiaries”), each an indirect subsidiary of NRG Energy, Inc., a Delaware corporation (the “Company”), the Company, the Existing Guarantors set forth on the signature page hereto (the “Existing Guarantors”) and Law Debenture Trust Company of New York, as trustee under the indentures referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Base Indenture”), dated as of February 2, 2006, between the Company and the Trustee, as amended by a Twenty-Second Supplemental Indenture (the “Twenty-Second Supplemental Indenture”), dated as of June 5, 2009, among the Company, the Guarantors named therein and the Trustee, providing for the original issuance of an aggregate principal amount of $700 million of 8.50% Senior Notes due 2019 (the “Initial Notes”), and, subject to the terms of the Twenty-Second Supplemental Indenture, future unlimited issuances of 8.50% Senior Notes due 2019 (the “Additional Notes,” and together with the Initial Notes, the “Notes”), a twenty-third supplemental indenture, dated as of July 14, 2009, among the Company, the Existing Guarantors party thereto and the Trustee (the “Twenty-Third Supplemental Indenture”), a twenty-seventh supplemental indenture, dated as of October 5, 2009, among the Company, the Existing Guarantors party thereto and the Trustee (the “Twenty-Seventh Supplemental Indenture”), a thirty-first supplemental indenture, dated as of April 16, 2010, among the Company, the Existing Guarantors party thereto and the Trustee (the “Thirty-First Supplemental Indenture”), a thirty-fifth supplemental indenture, dated as of June 23, 2010, among the Company, the Existing Guarantors party thereto and the Trustee (the “Thirty-Fifth Supplemental Indenture”) and a fortieth supplemental indenture, dated as of December 15, 2010, among the Company, the Existing Guarantors and the Trustee (the “Fortieth Supplemental Indenture” and together with the Base Indenture, the Twenty-Second Supplemental Indenture, the Twenty-Third Supplemental Indenture, the Twenty-Seventh Supplemental Indenture, the Thirty-First Supplemental Indenture and the Thirty-Fifth Supplemental Indenture, the “Indenture”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture (the “Additional Guarantees”); and
WHEREAS, pursuant to Section 4.17 of the Twenty-Second Supplemental Indenture, the Trustee, the Company and the Existing Guarantors are authorized and required to execute and deliver this Supplemental Indenture for Additional Guarantees.
NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries, the Trustee, the Company and the Existing Guarantors mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Unless otherwise defined in this Supplemental Indenture for Additional Guarantees, capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Agreement to Be Bound; Guarantee. The Guaranteeing Subsidiaries hereby become parties to the Indenture as Guarantors and as such will have all of the rights and be subject to all of the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiaries hereby agree to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the Obligations and agreements of a Guarantor under the Indenture. In furtherance of the foregoing, the Guaranteeing Subsidiaries shall be deemed Guarantors for purposes of Article 10 of the Twenty-Second Supplemental Indenture, including, without limitation, Section 10.02 thereof.
3. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
4. Counterparts. The parties may sign any number of copies of this Supplemental Indenture for Additional Guarantees. Each signed copy shall be an original, but all of them together represent the same agreement.
5. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture for Additional Guarantees or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.
7. Ratification of Indenture; Supplemental Indenture for Additional Guarantees Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture for Additional Guarantees to be duly executed and attested, all as of the date first above written.
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GUARANTEEING SUBSIDIARIES: | |||
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ENERGY PROTECTION INSURANCE COMPANY | |||
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By: |
/s/ Christopher Sotos | ||
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Name: |
Christopher Sotos | |
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Title: |
Treasurer | |
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MERIDEN GAS TURBINES LLC | |||
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By: |
/s/ Christopher Sotos | ||
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Name: |
Christopher Sotos | |
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Title: |
Treasurer | |
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|
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NRG DEVELOPMENT COMPANY INC. | |||
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By: |
/s/ Christopher Sotos | ||
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Name: |
Christopher Sotos | |
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Title: |
Treasurer | |
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NRG ENERGY LABOR SERVICES LLC | |||
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By: |
/s/ Gaetan Frotte | ||
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Name: |
Gaetan Frotte | |
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Title: |
Vice President and Treasurer | |
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NRG ENERGY SERVICES GROUP LLC | |||
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By: |
/s/ Christopher Sotos | ||
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Name: |
Christopher Sotos | |
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Title: |
Treasurer | |
Signature Page to Forty-Seventh Supplemental Indenture
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NRG ILION LIMITED PARTNERSHIP | |||
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By: |
NRG Rockford Acquisition LLC, its General | ||
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Partner | ||
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By: |
/s/ Christopher Sotos | ||
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Name: |
Christopher Sotos | |
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Title: |
Treasurer | |
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NRG ILION LP LLC | |||
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By: |
/s/ Christopher Sotos | ||
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Name: |
Christopher Sotos | |
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Title: |
Treasurer | |
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NRG MAINTENANCE SERVICES LLC | |||
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By: |
/s/ Christopher Sotos | ||
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Name: |
Christopher Sotos | |
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Title: |
Vice President and Treasurer | |
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NRG MEXTRANS INC. | |||
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By: |
/s/ Christopher Sotos | ||
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Name: |
Christopher Sotos | |
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Title: |
Treasurer | |
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NRG PACGEN INC. | |||
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By: |
/s/ Christopher Sotos | ||
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Name: |
Christopher Sotos | |
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Title: |
Treasurer | |
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NRG ROCKFORD ACQUISITION LLC | |||
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By: |
/s/ Christopher Sotos | ||
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Name: |
Christopher Sotos | |
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Title: |
Treasurer | |
Signature Page to Forty-Seventh Supplemental Indenture
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NRG SERVICES CORPORATION | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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NRG SIMPLYSMART SOLUTIONS LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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O’BRIEN COGENERATION, INC. II | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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ONSITE ENERGY, INC. | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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RELIANT ENERGY NORTHEAST LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
Signature Page to Forty-Seventh Supplemental Indenture
|
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ISSUER: |
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NRG ENERGY, INC. | |||
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By: |
/s/ Christopher Sotos | ||
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Name: |
Christopher Sotos | ||
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Title: |
Vice President and Treasurer | ||
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EXISTING GUARANTORS: | |||
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ARTHUR KILL POWER LLC | |||
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ASTORIA GAS TURBINE POWER LLC | |||
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CABRILLO POWER I LLC | |||
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CABRILLO POWER II LLC | |||
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CARBON MANAGEMENT SOLUTIONS LLC | |||
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CLEAN EDGE ENERGY LLC | |||
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CONEMAUGH POWER LLC | |||
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CONNECTICUT JET POWER LLC | |||
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COTTONWOOD DEVELOPMENT LLC | |||
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COTTONWOOD GENERATING PARTNERS I LLC | |||
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COTTONWOOD GENERATING PARTNERS II LLC | |||
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COTTONWOOD GENERATING PARTNERS III LLC | |||
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COTTONWOOD ENERGY COMPANY LP | |||
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COTTONWOOD TECHNOLOGY PARTNERS LP | |||
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DEVON POWER LLC | |||
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DUNKIRK POWER LLC | |||
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EASTERN SIERRA ENERGY COMPANY | |||
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EL SEGUNDO POWER, LLC | |||
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EL SEGUNDO POWER II LLC | |||
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HUNTLEY POWER LLC | |||
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INDIAN RIVER OPERATIONS INC. | |||
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INDIAN RIVER POWER LLC | |||
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KEYSTONE POWER LLC | |||
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LANGFORD WIND POWER, LLC | |||
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LOUISIANA GENERATING LLC | |||
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MIDDLETOWN POWER LLC | |||
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MONTVILLE POWER LLC | |||
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NEO CORPORATION | |||
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NEO FREEHOLD-GEN LLC | |||
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NEO POWER SERVICES INC. | |||
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NEW GENCO GP, LLC | |||
Signature Page to Forty-Seventh Supplemental Indenture
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NORWALK POWER LLC |
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NRG AFFILIATE SERVICES INC. |
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NRG ARTESIAN ENERGY LLC |
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NRG ARTHUR KILL OPERATIONS INC. |
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NRG ASTORIA GAS TURBINE OPERATIONS INC. |
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NRG BAYOU COVE LLC |
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NRG CABRILLO POWER OPERATIONS INC. |
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NRG CALIFORNIA PEAKER OPERATIONS LLC |
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NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC |
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NRG CONNECTICUT AFFILIATE SERVICES INC. |
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NRG DEVON OPERATIONS INC. |
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NRG DUNKIRK OPERATIONS INC. |
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NRG EL SEGUNDO OPERATIONS INC. |
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NRG ENERGY SERVICES LLC |
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NRG GENERATION HOLDINGS, INC. |
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NRG HUNTLEY OPERATIONS INC. |
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NRG INTERNATIONAL LLC |
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NRG MIDATLANTIC AFFILIATE SERVICES INC. |
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NRG MIDDLETOWN OPERATIONS INC. |
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NRG MONTVILLE OPERATIONS INC. |
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NRG NEW JERSEY ENERGY SALES LLC |
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NRG NEW ROADS HOLDINGS LLC |
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NRG NORTH CENTRAL OPERATIONS INC. |
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NRG NORTHEAST AFFILIATE SERVICES INC. |
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NRG NORWALK HARBOR OPERATIONS INC. |
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NRG OPERATING SERVICES, INC. |
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NRG OSWEGO HARBOR POWER OPERATIONS INC. |
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NRG POWER MARKETING LLC |
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NRG RETAIL LLC |
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NRG SAGUARO OPERATIONS INC. |
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NRG SOUTH CENTRAL AFFILIATE SERVICES INC. |
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NRG SOUTH CENTRAL GENERATING LLC |
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NRG SOUTH CENTRAL OPERATIONS INC. |
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NRG TEXAS C&I SUPPLY LLC |
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NRG TEXAS HOLDING INC. |
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NRG TEXAS LLC |
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NRG TEXAS POWER LLC |
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NRG WEST COAST LLC |
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NRG WESTERN AFFILIATE SERVICES INC. |
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OSWEGO HARBOR POWER LLC |
Signature Page to Forty-Seventh Supplemental Indenture
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PENNYWISE POWER LLC |
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RE RETAIL RECEIVABLES, LLC |
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RELIANT ENERGY POWER SUPPLY, LLC |
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RELIANT ENERGY RETAIL HOLDINGS, LLC |
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RELIANT ENERGY RETAIL SERVICES, LLC |
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RELIANT ENERGY TEXAS RETAIL, LLC |
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RERH HOLDINGS, LLC |
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SAGUARO POWER LLC |
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SOMERSET OPERATIONS INC. |
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SOMERSET POWER LLC |
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TEXAS GENCO FINANCING CORP. |
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TEXAS GENCO GP, LLC |
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TEXAS GENCO HOLDINGS, INC. |
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TEXAS GENCO OPERATING SERVICES, LLC |
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VIENNA OPERATIONS INC. |
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VIENNA POWER LLC |
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WCP (GENERATION) HOLDINGS LLC |
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WEST COAST POWER LLC |
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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ELBOW CREEK WIND PROJECT LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Vice President and Controller |
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| |
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GCP FUNDING COMPANY, LLC | ||
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| ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Management Board Member |
Signature Page to Forty-Seventh Supplemental Indenture
|
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GREEN MOUNTAIN ENERGY COMPANY | ||
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| |
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Vice President and Treasurer |
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| |
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| |
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NRG CONSTRUCTION LLC | ||
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| ||
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By: |
/s/ Rachel Smith | |
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Name: |
Rachel Smith |
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Title: |
Treasurer |
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NRG SOUTH TEXAS LP | ||
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By: |
Texas Genco GP, LLC, its General Partner | |
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| |
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| |
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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TEXAS GENCO LP, LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Management Committee Member |
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TEXAS GENCO SERVICES, LP | ||
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By: New Genco GP, LLC, its General Partner | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
Signature Page to Forty-Seventh Supplemental Indenture
|
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LAW DEBENTURE TRUST COMPANY OF NEW YORK, | |||
|
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as Trustee | |||
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| ||
|
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By: |
/s/ James D. Heaney | ||
|
|
Name: |
James D. Heaney | ||
|
|
Title: |
Managing Director | ||
Signature Page to Forty-Seventh Supplemental Indenture
EXHIBIT 4.4
FORTY-EIGHTH SUPPLEMENTAL INDENTURE FOR
ADDITIONAL SUBSIDIARY GUARANTEES
FORTY-EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture for Additional Guarantees”), dated as of May 20, 2011, among Energy Protection Insurance Company, Meriden Gas Turbines LLC, NRG Development Company Inc., NRG Energy Labor Services LLC, NRG Energy Services Group LLC, NRG Ilion Limited Partnership, NRG Ilion LP LLC, NRG Maintenance Services LLC, NRG Mextrans Inc., NRG PacGen Inc., NRG Rockford Acquisition LLC, NRG Services Corporation, NRG SimplySmart Solutions LLC, O’Brien Cogeneration, Inc. II, ONSITE Energy, Inc. and Reliant Energy Northeast LLC (each a “Guaranteeing Subsidiary” and together the “Guaranteeing Subsidiaries”), each an indirect subsidiary of NRG Energy, Inc., a Delaware corporation (the “Company”), the Company, the Existing Guarantors set forth on the signature page hereto (the “Existing Guarantors”) and Law Debenture Trust Company of New York, as trustee under the indentures referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Base Indenture”), dated as of February 2, 2006, between the Company and the Trustee, as amended by a Thirty-Sixth Supplemental Indenture (the “Thirty-Sixth Supplemental Indenture”), dated as of August 20, 2010, among the Company, the Existing Guarantors named therein and the Trustee, providing for the original issuance of an aggregate principal amount of $1,100 million of 8.25% Senior Notes due 2020 (the “Initial Notes”), and, subject to the terms of the Thirty-Sixth Supplemental Indenture, future unlimited issuances of 8.25% Senior Notes due 2020 (the “Additional Notes,” and together with the Initial Notes, the “Notes”), a forty-first supplemental indenture, dated as of December 15, 2010, among the Company, the Existing Guarantors and the Trustee (the “Forty-First Supplemental Indenture”) and a forty-third supplemental indenture, dated as of April 22, 2011, among the Company, the Existing Guarantors and the Trustee (the “Forty-Third Supplemental Indenture” and together with the Base Indenture, the Thirty-Sixth Supplemental Indenture and the Forty-First Supplemental Indenture, the “Indenture”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture (the “Additional Guarantees”); and
WHEREAS, pursuant to Section 4.17 of the Thirty-Sixth Supplemental Indenture, the Trustee, the Company and the Existing Guarantors are authorized and required to execute and deliver this Supplemental Indenture for Additional Guarantees.
NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries, the Trustee, the Company and the Existing Guarantors mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Unless otherwise defined in this Supplemental Indenture for Additional Guarantees, capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Agreement to Be Bound; Guarantee. The Guaranteeing Subsidiaries hereby become parties to the Indenture as Guarantors and as such will have all of the rights and be subject to all of the
Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiaries hereby agree to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the Obligations and agreements of a Guarantor under the Indenture. In furtherance of the foregoing, the Guaranteeing Subsidiaries shall be deemed Guarantors for purposes of Article 10 of the Thirty-Sixth Supplemental Indenture, including, without limitation, Section 10.02 thereof.
3. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
4. Counterparts. The parties may sign any number of copies of this Supplemental Indenture for Additional Guarantees. Each signed copy shall be an original, but all of them together represent the same agreement.
5. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture for Additional Guarantees or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.
7. Ratification of Indenture; Supplemental Indenture for Additional Guarantees Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture for Additional Guarantees to be duly executed and attested, all as of the date first above written.
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GUARANTEEING SUBSIDIARIES: | ||
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ENERGY PROTECTION INSURANCE COMPANY | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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MERIDEN GAS TURBINES LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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NRG DEVELOPMENT COMPANY INC. | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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NRG ENERGY LABOR SERVICES LLC | ||
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By: |
/s/ Gaetan Frotte | |
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Name: |
Gaetan Frotte |
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Title: |
Vice President and Treasurer |
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NRG ENERGY SERVICES GROUP LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
Signature Page to Forty-Eighth Supplemental Indenture
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NRG ILION LIMITED PARTNERSHIP | ||
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By: |
NRG Rockford Acquisition LLC, its General Partner | |
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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NRG ILION LP LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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NRG MAINTENANCE SERVICES LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Vice President and Treasurer |
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NRG MEXTRANS INC. | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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NRG PACGEN INC. | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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NRG ROCKFORD ACQUISITION LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
Signature Page to Forty-Eighth Supplemental Indenture
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NRG SERVICES CORPORATION | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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NRG SIMPLYSMART SOLUTIONS LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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O’BRIEN COGENERATION, INC. II | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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ONSITE ENERGY, INC. | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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RELIANT ENERGY NORTHEAST LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
Signature Page to Forty-Eighth Supplemental Indenture
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ISSUER: | |
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NRG ENERGY, INC. | |
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By: |
/s/ Christopher Sotos |
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Name: |
Christopher Sotos |
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Title: |
Vice President and Treasurer |
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EXISTING GUARANTORS: | |
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ARTHUR KILL POWER LLC | |
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ASTORIA GAS TURBINE POWER LLC | |
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CABRILLO POWER I LLC | |
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CABRILLO POWER II LLC | |
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CARBON MANAGEMENT SOLUTIONS LLC | |
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CLEAN EDGE ENERGY LLC | |
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CONEMAUGH POWER LLC | |
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CONNECTICUT JET POWER LLC | |
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COTTONWOOD DEVELOPMENT LLC | |
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COTTONWOOD GENERATING PARTNERS I LLC | |
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COTTONWOOD GENERATING PARTNERS II LLC | |
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COTTONWOOD GENERATING PARTNERS III LLC | |
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COTTONWOOD ENERGY COMPANY LP | |
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COTTONWOOD TECHNOLOGY PARTNERS LP | |
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DEVON POWER LLC | |
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DUNKIRK POWER LLC | |
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EASTERN SIERRA ENERGY COMPANY | |
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EL SEGUNDO POWER, LLC | |
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EL SEGUNDO POWER II LLC | |
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HUNTLEY POWER LLC | |
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INDIAN RIVER OPERATIONS INC. | |
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INDIAN RIVER POWER LLC | |
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KEYSTONE POWER LLC | |
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LANGFORD WIND POWER, LLC | |
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LOUISIANA GENERATING LLC | |
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MIDDLETOWN POWER LLC | |
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MONTVILLE POWER LLC | |
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NEO CORPORATION | |
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NEO FREEHOLD-GEN LLC | |
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NEO POWER SERVICES INC. | |
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NEW GENCO GP, LLC | |
Signature Page to Forty-Eighth Supplemental Indenture
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NORWALK POWER LLC |
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NRG AFFILIATE SERVICES INC. |
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NRG ARTESIAN ENERGY LLC |
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NRG ARTHUR KILL OPERATIONS INC. |
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NRG ASTORIA GAS TURBINE OPERATIONS INC. |
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NRG BAYOU COVE LLC |
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NRG CABRILLO POWER OPERATIONS INC. |
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NRG CALIFORNIA PEAKER OPERATIONS LLC |
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NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC |
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NRG CONNECTICUT AFFILIATE SERVICES INC. |
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NRG DEVON OPERATIONS INC. |
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NRG DUNKIRK OPERATIONS INC. |
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NRG EL SEGUNDO OPERATIONS INC. |
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NRG ENERGY SERVICES LLC |
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NRG GENERATION HOLDINGS, INC. |
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NRG HUNTLEY OPERATIONS INC. |
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NRG INTERNATIONAL LLC |
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NRG MIDATLANTIC AFFILIATE SERVICES INC. |
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NRG MIDDLETOWN OPERATIONS INC. |
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NRG MONTVILLE OPERATIONS INC. |
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NRG NEW JERSEY ENERGY SALES LLC |
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NRG NEW ROADS HOLDINGS LLC |
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NRG NORTH CENTRAL OPERATIONS INC. |
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NRG NORTHEAST AFFILIATE SERVICES INC. |
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NRG NORWALK HARBOR OPERATIONS INC. |
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NRG OPERATING SERVICES, INC. |
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NRG OSWEGO HARBOR POWER OPERATIONS INC. |
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NRG POWER MARKETING LLC |
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NRG RETAIL LLC |
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NRG SAGUARO OPERATIONS INC. |
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NRG SOUTH CENTRAL AFFILIATE SERVICES INC. |
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NRG SOUTH CENTRAL GENERATING LLC |
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NRG SOUTH CENTRAL OPERATIONS INC. |
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NRG TEXAS C&I SUPPLY LLC |
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NRG TEXAS HOLDING INC. |
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NRG TEXAS LLC |
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NRG TEXAS POWER LLC |
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NRG WEST COAST LLC |
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NRG WESTERN AFFILIATE SERVICES INC. |
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OSWEGO HARBOR POWER LLC |
Signature Page to Forty-Eighth Supplemental Indenture
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PENNYWISE POWER LLC | ||
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RE RETAIL RECEIVABLES, LLC | ||
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RELIANT ENERGY POWER SUPPLY, LLC | ||
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RELIANT ENERGY RETAIL HOLDINGS, LLC | ||
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RELIANT ENERGY RETAIL SERVICES, LLC | ||
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RELIANT ENERGY TEXAS RETAIL, LLC | ||
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RERH HOLDINGS, LLC | ||
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SAGUARO POWER LLC | ||
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SOMERSET OPERATIONS INC. | ||
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SOMERSET POWER LLC | ||
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TEXAS GENCO FINANCING CORP. | ||
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TEXAS GENCO GP, LLC | ||
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TEXAS GENCO HOLDINGS, INC. | ||
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TEXAS GENCO OPERATING SERVICES, LLC | ||
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VIENNA OPERATIONS INC. | ||
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VIENNA POWER LLC | ||
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WCP (GENERATION) HOLDINGS LLC | ||
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WEST COAST POWER LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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ELBOW CREEK WIND PROJECT LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Vice President and Controller |
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GCP FUNDING COMPANY, LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Management Board Member |
Signature Page to Forty-Eighth Supplemental Indenture
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GREEN MOUNTAIN ENERGY COMPANY | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Vice President and Treasurer |
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NRG CONSTRUCTION LLC | ||
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By: |
/s/ Rachel Smith | |
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Name: |
Rachel Smith |
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Title: |
Treasurer |
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NRG SOUTH TEXAS LP | ||
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By: |
Texas Genco GP, LLC, its General Partner | |
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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TEXAS GENCO LP, LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Management Committee Member |
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TEXAS GENCO SERVICES, LP | ||
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By: |
New Genco GP, LLC, its General Partner | |
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
Signature Page to Forty-Eighth Supplemental Indenture
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LAW DEBENTURE TRUST COMPANY OF NEW YORK, | |
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as Trustee | |
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By: |
/s/ James D. Heaney |
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Name: |
James D. Heaney |
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Title: |
Managing Director |
Signature Page to Forty-Eighth Supplemental Indenture
EXHIBIT 4.5
FORTY-NINTH SUPPLEMENTAL INDENTURE FOR
ADDITIONAL SUBSIDIARY GUARANTEES
FORTY-NINTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture for Additional Guarantees”), dated as of May 20, 2011, among Energy Protection Insurance Company, Meriden Gas Turbines LLC, NRG Development Company Inc., NRG Energy Labor Services LLC, NRG Energy Services Group LLC, NRG Ilion Limited Partnership, NRG Ilion LP LLC, NRG Maintenance Services LLC, NRG Mextrans Inc., NRG PacGen Inc., NRG Rockford Acquisition LLC, NRG Services Corporation, NRG SimplySmart Solutions LLC, O’Brien Cogeneration, Inc. II, ONSITE Energy, Inc. and Reliant Energy Northeast LLC (each a “Guaranteeing Subsidiary” and together the “Guaranteeing Subsidiaries”), each an indirect subsidiary of NRG Energy, Inc., a Delaware corporation (the “Company”), the Company, the Existing Guarantors set forth on the signature page hereto (the “Existing Guarantors”) and Law Debenture Trust Company of New York, as trustee under the indentures referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Base Indenture”), dated as of February 2, 2006, between the Company and the Trustee, as amended by a Forty-Second Supplemental Indenture (the “Forty-Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), dated as of January 26, 2011, among the Company, the Guarantors named therein and the Trustee, providing for the original issuance of an aggregate principal amount of $1,200 million of 7.625% Senior Notes due 2018 (the “Initial Notes”), and, subject to the terms of the Forty-Second Supplemental Indenture, future unlimited issuances of 7.625% Senior Notes due 2018 (the “Additional Notes,” and together with the Initial Notes, the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture (the “Additional Guarantees”); and
WHEREAS, pursuant to Section 4.17 of the Forty-Second Supplemental Indenture, the Trustee, the Company and the Existing Guarantors are authorized and required to execute and deliver this Supplemental Indenture for Additional Guarantees.
NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries, the Trustee, the Company and the Existing Guarantors mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Unless otherwise defined in this Supplemental Indenture for Additional Guarantees, capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Agreement to Be Bound; Guarantee. The Guaranteeing Subsidiaries hereby become parties to the Indenture as Guarantors and as such will have all of the rights and be subject to all of the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiaries hereby agree to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the Obligations and agreements of a Guarantor under the Indenture. In furtherance of the foregoing, the
Guaranteeing Subsidiaries shall be deemed Guarantors for purposes of Article 10 of the Forty-Second Supplemental Indenture, including, without limitation, Section 10.02 thereof.
3. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
4. Counterparts. The parties may sign any number of copies of this Supplemental Indenture for Additional Guarantees. Each signed copy shall be an original, but all of them together represent the same agreement.
5. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture for Additional Guarantees or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.
7. Ratification of Indenture; Supplemental Indenture for Additional Guarantees Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture for Additional Guarantees to be duly executed and attested, all as of the date first above written.
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GUARANTEEING SUBSIDIARIES: | ||
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ENERGY PROTECTION INSURANCE COMPANY | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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MERIDEN GAS TURBINES LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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NRG DEVELOPMENT COMPANY INC. | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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NRG ENERGY LABOR SERVICES LLC | ||
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By: |
/s/ Gaetan Frotte | |
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Name: |
Gaetan Frotte |
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Title: |
Vice President and Treasurer |
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NRG ENERGY SERVICES GROUP LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
Signature Page to Forty-Ninth Supplemental Indenture
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NRG ILION LIMITED PARTNERSHIP | ||
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By: |
NRG Rockford Acquisition LLC, its General Partner | |
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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NRG ILION LP LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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NRG MAINTENANCE SERVICES LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Vice President and Treasurer |
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NRG MEXTRANS INC. | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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NRG PACGEN INC. | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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NRG ROCKFORD ACQUISITION LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
Signature Page to Forty-Ninth Supplemental Indenture
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NRG SERVICES CORPORATION | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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NRG SIMPLYSMART SOLUTIONS LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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O’BRIEN COGENERATION, INC. II | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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ONSITE ENERGY, INC. | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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RELIANT ENERGY NORTHEAST LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
Signature Page to Forty-Ninth Supplemental Indenture
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ISSUER: | ||
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NRG ENERGY, INC. | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
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Christopher Sotos |
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Title: |
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Vice President and Treasurer |
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EXISTING GUARANTORS: | ||
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ARTHUR KILL POWER LLC | ||
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ASTORIA GAS TURBINE POWER LLC | ||
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CABRILLO POWER I LLC | ||
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CABRILLO POWER II LLC | ||
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CARBON MANAGEMENT SOLUTIONS LLC | ||
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CLEAN EDGE ENERGY LLC | ||
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CONEMAUGH POWER LLC | ||
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CONNECTICUT JET POWER LLC | ||
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COTTONWOOD DEVELOPMENT LLC | ||
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COTTONWOOD GENERATING PARTNERS I LLC | ||
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COTTONWOOD GENERATING PARTNERS II LLC | ||
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COTTONWOOD GENERATING PARTNERS III LLC | ||
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COTTONWOOD ENERGY COMPANY LP | ||
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COTTONWOOD TECHNOLOGY PARTNERS LP | ||
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DEVON POWER LLC | ||
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DUNKIRK POWER LLC | ||
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EASTERN SIERRA ENERGY COMPANY | ||
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EL SEGUNDO POWER, LLC | ||
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EL SEGUNDO POWER II LLC | ||
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HUNTLEY POWER LLC | ||
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INDIAN RIVER OPERATIONS INC. | ||
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INDIAN RIVER POWER LLC | ||
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KEYSTONE POWER LLC | ||
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LANGFORD WIND POWER, LLC | ||
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LOUISIANA GENERATING LLC | ||
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MIDDLETOWN POWER LLC | ||
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MONTVILLE POWER LLC | ||
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NEO CORPORATION | ||
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NEO FREEHOLD-GEN LLC | ||
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NEO POWER SERVICES INC. | ||
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NEW GENCO GP, LLC | ||
Signature Page to Forty-Ninth Supplemental Indenture
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NORWALK POWER LLC |
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NRG AFFILIATE SERVICES INC. |
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NRG ARTESIAN ENERGY LLC |
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NRG ARTHUR KILL OPERATIONS INC. |
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NRG ASTORIA GAS TURBINE OPERATIONS INC. |
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NRG BAYOU COVE LLC |
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NRG CABRILLO POWER OPERATIONS INC. |
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NRG CALIFORNIA PEAKER OPERATIONS LLC |
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NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC |
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NRG CONNECTICUT AFFILIATE SERVICES INC. |
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NRG DEVON OPERATIONS INC. |
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NRG DUNKIRK OPERATIONS INC. |
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NRG EL SEGUNDO OPERATIONS INC. |
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NRG ENERGY SERVICES LLC |
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NRG GENERATION HOLDINGS, INC. |
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NRG HUNTLEY OPERATIONS INC. |
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NRG INTERNATIONAL LLC |
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NRG MIDATLANTIC AFFILIATE SERVICES INC. |
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NRG MIDDLETOWN OPERATIONS INC. |
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NRG MONTVILLE OPERATIONS INC. |
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NRG NEW JERSEY ENERGY SALES LLC |
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NRG NEW ROADS HOLDINGS LLC |
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NRG NORTH CENTRAL OPERATIONS INC. |
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NRG NORTHEAST AFFILIATE SERVICES INC. |
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NRG NORWALK HARBOR OPERATIONS INC. |
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NRG OPERATING SERVICES, INC. |
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NRG OSWEGO HARBOR POWER OPERATIONS INC. |
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NRG POWER MARKETING LLC |
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NRG RETAIL LLC |
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NRG SAGUARO OPERATIONS INC. |
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NRG SOUTH CENTRAL AFFILIATE SERVICES INC. |
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NRG SOUTH CENTRAL GENERATING LLC |
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NRG SOUTH CENTRAL OPERATIONS INC. |
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NRG TEXAS C&I SUPPLY LLC |
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NRG TEXAS HOLDING INC. |
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NRG TEXAS LLC |
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NRG TEXAS POWER LLC |
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NRG WEST COAST LLC |
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NRG WESTERN AFFILIATE SERVICES INC. |
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OSWEGO HARBOR POWER LLC |
Signature Page to Forty-Ninth Supplemental Indenture
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PENNYWISE POWER LLC | ||
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RE RETAIL RECEIVABLES, LLC | ||
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RELIANT ENERGY POWER SUPPLY, LLC | ||
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RELIANT ENERGY RETAIL HOLDINGS, LLC | ||
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RELIANT ENERGY RETAIL SERVICES, LLC | ||
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RELIANT ENERGY TEXAS RETAIL, LLC | ||
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RERH HOLDINGS, LLC | ||
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SAGUARO POWER LLC | ||
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SOMERSET OPERATIONS INC. | ||
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SOMERSET POWER LLC | ||
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TEXAS GENCO FINANCING CORP. | ||
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TEXAS GENCO GP, LLC | ||
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TEXAS GENCO HOLDINGS, INC. | ||
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TEXAS GENCO OPERATING SERVICES, LLC | ||
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VIENNA OPERATIONS INC. | ||
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VIENNA POWER LLC | ||
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WCP (GENERATION) HOLDINGS LLC | ||
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WEST COAST POWER LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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ELBOW CREEK WIND PROJECT LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Vice President and Controller |
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GCP FUNDING COMPANY, LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Management Board Member |
Signature Page to Forty-Ninth Supplemental Indenture
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GREEN MOUNTAIN ENERGY COMPANY | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Vice President and Treasurer |
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NRG CONSTRUCTION LLC | ||
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By: |
/s/ Rachel Smith | |
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Name: |
Rachel Smith |
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Title: |
Treasurer |
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NRG SOUTH TEXAS LP | ||
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By: |
Texas Genco GP, LLC, its General Partner | |
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
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TEXAS GENCO LP, LLC | ||
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Management Committee Member |
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TEXAS GENCO SERVICES, LP | ||
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By: |
New Genco GP, LLC, its General Partner | |
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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Treasurer |
Signature Page to Forty-Ninth Supplemental Indenture
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LAW DEBENTURE TRUST COMPANY OF NEW YORK, | |
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as Trustee | |
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By: |
/s/ James D. Heaney |
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Name: |
James D. Heaney |
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Title: |
Managing Director |
Signature Page to Forty-Ninth Supplemental Indenture