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): April 5, 2012
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 |
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(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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 April 5, 2012, NRG Energy, Inc., (“NRG”), the subsidiaries of NRG named in the fifty-second supplemental indenture (as described below) (collectively, the “Existing Guarantors”), NRG Dispatch Services LLC, NRG Home Solutions Product LLC, NRG Home and Business Solutions LLC, NRG Identity Protect LLC, NRG Renter’s Protection LLC, NRG Security LLC, NRG Unemployment Protection LLC and NRG Warranty Services LLC (collectively, the “Guaranteeing Subsidiaries”) and Law Debenture Trust Company of New York, as trustee (the “Trustee”), entered into the fifty-eighth supplemental indenture (the “Fifty-Eighth Supplemental Indenture”), supplementing the indenture, dated as of February 2, 2006 (the “Base Indenture”), as supplemented by the ninth supplemental indenture, dated as of November 21, 2006, among NRG, the 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”), the twelfth supplemental indenture, dated as of July 19, 2007, among NRG, the guarantors party thereto and the Trustee, the fifteenth supplemental indenture, dated as of August 28, 2007, among NRG, the guarantors party thereto and the Trustee, the eighteenth supplemental indenture, dated as of April 28, 2009, among NRG, the guarantors party thereto and the Trustee, the twenty-first supplemental indenture, dated as of May 8, 2009, among NRG, the guarantors party thereto and the Trustee, the twenty-sixth supplemental indenture, dated as of October 5, 2009, among NRG, the guarantors party thereto and the Trustee, the thirtieth supplemental indenture, dated as of April 16, 2010, among NRG, the guarantors party thereto and the Trustee, the thirty-fourth supplemental indenture, dated as of June 22, 2010, among NRG, the guarantors party thereto and the Trustee, the thirty-ninth supplemental indenture, dated as of December 15, 2010, among NRG, the guarantors party thereto and the Trustee, the forty-sixth supplemental indenture, dated as of May 20, 2011, among NRG, the guarantors party thereto and the Trustee, and the fifty-second supplemental indenture, dated as of November 8, 2011, among NRG, the Existing Guarantors and the Trustee. Pursuant to the Fifty-Eighth Supplemental Indenture, the Guaranteeing Subsidiaries became guarantors of NRG’s obligations under its 2017 Notes.
On April 5, 2012, NRG, the Existing Guarantors, the Guaranteeing Subsidiaries and the Trustee entered into the fifty-third supplemental indenture (the “Fifty-Ninth Supplemental Indenture”), supplementing the Base Indenture, as supplemented by the twenty-second supplemental indenture, dated as of June 5, 2009, among NRG, the 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 “8.50% 2019 Notes”), the twenty-third supplemental indenture, dated as of July 14, 2009, among NRG, the guarantors party thereto and the Trustee, the twenty-seventh supplemental indenture, dated as of October 5, 2009, among NRG, the guarantors party thereto and the Trustee, the thirty-first supplemental indenture, dated as of April 16, 2010, among NRG, the guarantors party thereto and the Trustee, the thirty-fifth supplemental indenture, dated as of June 23, 2010, among NRG, the guarantors party thereto and the Trustee, the fortieth supplemental indenture, dated as of December 15, 2010, among NRG, the guarantors party thereto and the Trustee, the forty-seventh supplemental indenture, dated as of May 20, 2011, among NRG, the guarantors party thereto and the Trustee, and the fifty-third supplemental indenture, dated as of November 8, 2011, among NRG, the Existing Guarantors and the Trustee. Pursuant to the Fifty-Ninth Supplemental Indenture, the Guaranteeing Subsidiaries became guarantors of NRG’s obligations under its 8.50% 2019 Notes.
On April 5, 2012, NRG, the Existing Guarantors, the Guaranteeing Subsidiaries and the Trustee entered into the sixtieth supplemental indenture (the “Sixtieth Supplemental Indenture”), supplementing the Base Indenture, as supplemented by the thirty-sixth supplemental indenture, dated as of August 20, 2010, among NRG, the guarantors party thereto 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”), the forty-first supplemental indenture, dated as of December 15, 2010, among NRG, the guarantors party thereto and the Trustee, the forty-third supplemental indenture, dated as of April 22, 2011, among NRG, the guarantors party thereto and the Trustee, the forty-eighth supplemental indenture, dated as of May 20, 2011, among NRG, the guarantors party thereto and the Trustee, and the fifty-fourth supplemental indenture, dated as of November 8, 2011, among NRG, the Existing Guarantors and the Trustee. Pursuant to the Sixtieth Supplemental Indenture, the Guaranteeing Subsidiaries became guarantors of NRG’s obligations under its 2020 Notes.
On April 5, 2012, NRG, the Existing Guarantors, the Guaranteeing Subsidiaries and the Trustee entered into the sixty-first supplemental indenture (the “Sixty-First Supplemental Indenture”), supplementing the Base Indenture, as supplemented by the forty-second supplemental indenture, dated as of January 26, 2011, among NRG, the guarantors party thereto 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”), the forty-ninth supplemental indenture, dated as of May 20, 2011, among NRG, the guarantors party thereto and the Trustee, and the fifty-fifth supplemental indenture, dated as of November 8, 2011, among NRG, the Existing Guarantors and the Trustee. Pursuant to the Sixty-First Supplemental Indenture, the Guaranteeing Subsidiaries became guarantors of NRG’s obligations under its 2018 Notes.
On April 5, 2012, NRG, the Existing Guarantors, the Guaranteeing Subsidiaries and the Trustee entered into the sixty-second supplemental indenture (the “Sixty-Second Supplemental Indenture”), supplementing the Base Indenture, as supplemented by the fiftieth supplemental indenture, dated as of May 24, 2011, among NRG, the Existing Guarantors and the Trustee, pursuant to which NRG issued $800,000,000 aggregate principal amount of 7.625% senior notes due 2019 (the “7.625% 2019 Notes”), and the fifty-sixth supplemental indenture, dated as of November 8, 2011, among NRG, the Existing Guarantors and the Trustee. Pursuant to the Sixty-Second Supplemental Indenture, the Guaranteeing Subsidiaries became guarantors of NRG’s obligations under its 7.625% 2019 Notes.
On April 5, 2012, NRG, the Existing Guarantors, the Guaranteeing Subsidiaries and the Trustee entered into the sixty-third supplemental indenture (the “Sixty-Third Supplemental Indenture”), supplementing the Base Indenture, as supplemented by the fifty-first supplemental indenture, dated as of May 24, 2011, among NRG, the Existing Guarantors and the Trustee, pursuant to which NRG issued $1,200,000,000 aggregate principal amount of 7.875% senior notes due 2021 (the “2021 Notes”), and the fifty-seventh supplemental indenture, dated as of November 8, 2011, among NRG, the Existing Guarantors and the Trustee. Pursuant to the Sixty-Third Supplemental Indenture, the Guaranteeing Subsidiaries became guarantors of NRG’s obligations under its 2021 Notes.
A copy of the Fifty-Eighth 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 Fifty-Ninth 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 Sixtieth 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 Sixty-First 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 Sixty-Second Supplemental Indenture is attached as Exhibit 4.5 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the Sixty-Third Supplemental Indenture is attached as Exhibit 4.6 to this Current Report on Form 8-K and is incorporated by reference herein. The descriptions of the material terms of the Fifty-Eighth Supplemental Indenture, the Fifty-Ninth Supplemental Indenture, the Sixtieth Supplemental Indenture, the Sixty-First Supplemental Indenture, the Sixty-Second Supplemental Indenture and the Sixty-Third Supplemental Indenture are qualified in their entirety by reference to such exhibits.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The Exhibit Index attached to this Form 8-K is incorporated herein by reference.
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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By: |
/s/ Michael R. Bramnick |
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Michael R. Bramnick |
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Executive Vice President and General Counsel |
April 6, 2012
EXHIBIT INDEX
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Exhibit No. |
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Document |
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4.1 |
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Fifty-Eighth Supplemental Indenture, dated as of April 5, 2012, 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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Fifty-Ninth Supplemental Indenture, dated as of April 5, 2012, 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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Sixtieth Supplemental Indenture, dated as of April 5, 2012, 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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Sixty-First Supplemental Indenture, dated as of April 5, 2012, 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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Sixty-Second Supplemental Indenture, dated as of April 5, 2012, 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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4.6 |
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Sixty-Third Supplemental Indenture, dated as of April 5, 2012, 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
FIFTY-EIGHTH SUPPLEMENTAL INDENTURE FOR
ADDITIONAL SUBSIDIARY GUARANTEES
FIFTY-EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture for Additional Guarantees”), dated as of April 5, 2012, among NRG Dispatch Services LLC, NRG Home Solutions Product LLC, NRG Home and Business Solutions LLC, NRG Identity Protect LLC, NRG Renter’s Protection LLC, NRG Security LLC, NRG Unemployment Protection LLC and NRG Warranty Services 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 pages 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”), a thirty-ninth supplemental indenture, dated as of December 15, 2010, among the Company, the Existing Guarantors party thereto and the Trustee (the “Thirty-Ninth Supplemental Indenture”), a forty-sixth supplemental indenture, dated as of May 20, 2011, among the Company, the Existing Guarantors party thereto and the Trustee (the “Forty-Sixth Supplemental Indenture”), and a fifty-second supplemental indenture, dated as of November 8, 2011, among the Company, the Existing Guarantors and the Trustee (the “Fifty-Second 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, the Thirty-Fourth Supplemental Indenture, the Thirty-Ninth Supplemental Indenture and the Forty-Sixth 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.
[Signatures on following pages]
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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NRG DISPATCH 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 HOME & BUSINESS SOLUTIONS 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 HOME SOLUTIONS PRODUCT 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 IDENTITY PROTECT 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 RENTER’S PROTECTION 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 |
Signature Page to Fifty-Eighth Supplemental Indenture
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NRG SECURITY 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 UNEMPLOYMENT PROTECTION 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 WARRANTY 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 |
Signature Page to Fifty-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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CONEMAUGH POWER LLC | ||
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CONNECTICUT JET POWER LLC | ||
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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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ENERGY PROTECTION INSURANCE COMPANY | ||
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EVERYTHING ENERGY 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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LOUISIANA GENERATING LLC | ||
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MERIDEN GAS TURBINES 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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NORWALK POWER LLC | ||
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NRG AFFILIATE SERVICES INC. | ||
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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 | ||
Signature Page to Fifty-Eighth Supplemental Indenture
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NRG CEDAR BAYOU DEVELOPMENT COMPANY, |
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NRG CONNECTICUT AFFILIATE SERVICES INC. |
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NRG DEVELOPMENT COMPANY 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 GROUP LLC |
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NRG GENERATION HOLDINGS, INC. |
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NRG HUNTLEY OPERATIONS INC. |
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NRG ILION LP LLC |
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NRG INTERNATIONAL LLC |
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NRG MEXTRANS INC. |
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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 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 PACGEN INC. |
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NRG RETAIL LLC |
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NRG ROCKFORD ACQUISITION LLC |
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NRG SAGUARO OPERATIONS INC. |
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NRG SERVICES CORPORATION |
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NRG SIMPLYSMART SOLUTIONS LLC |
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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 WEST COAST LLC |
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NRG WESTERN AFFILIATE SERVICES INC. |
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O’BRIEN COGENERATION, INC. II |
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ONSITE ENERGY, INC. |
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OSWEGO HARBOR POWER LLC |
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RE RETAIL RECEIVABLES, LLC |
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RELIANT ENERGY NORTHEAST LLC |
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RELIANT ENERGY POWER SUPPLY, LLC |
Signature Page to Fifty-Eighth Supplemental Indenture
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RELIANT ENERGY RETAIL HOLDINGS, LLC | ||
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RELIANT ENERGY RETAIL SERVICES, 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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US RETAILERS 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 |
Signature Page to Fifty-Eighth Supplemental Indenture
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CARBON MANAGEMENT SOLUTIONS LLC | ||
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CLEAN EDGE ENERGY 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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ENERGY PLUS HOLDINGS LLC | ||
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ENERGY PLUS NATURAL GAS LLC | ||
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INDEPENDENCE ENERGY ALLIANCE LLC | ||
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INDEPENDENCE ENERGY GROUP LLC | ||
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INDEPENDENCE ENERGY NATURAL GAS LLC | ||
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LANGFORD WIND POWER, LLC | ||
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NEW GENCO GP, LLC | ||
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NRG ARTESIAN ENERGY LLC | ||
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NRG ENERGY SERVICES LLC | ||
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NRG MAINTENANCE SERVICES LLC | ||
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NRG NEW JERSEY ENERGY SALES LLC | ||
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NRG POWER MARKETING LLC | ||
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NRG TEXAS LLC | ||
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NRG TEXAS 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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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Vice President and Treasurer |
Signature Page to Fifty-Eighth Supplemental Indenture
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COTTONWOOD ENERGY COMPANY LP | ||
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By: Cottonwood Generating Partners I LLC, its General Partner | ||
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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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COTTONWOOD TECHNOLOGY PARTNERS LP | ||
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By:Cottonwood Generating Partners I LLC, its General Partner | ||
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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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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 |
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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, Treasury |
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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 |
Signature Page to Fifty-Eighth Supplemental Indenture
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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 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 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: |
Vice President and 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 Fifty-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 Fifty-Eighth Supplemental Indenture
Exhibit 4.2
FIFTY-NINTH SUPPLEMENTAL INDENTURE FOR
ADDITIONAL SUBSIDIARY GUARANTEES
FIFTY-NINTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture for Additional Guarantees”), dated as of April 5, 2012, among NRG Dispatch Services LLC, NRG Home Solutions Product LLC, NRG Home and Business Solutions LLC, NRG Identity Protect LLC, NRG Renter’s Protection LLC, NRG Security LLC, NRG Unemployment Protection LLC and NRG Warranty Services 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 pages 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”), a fortieth supplemental indenture, dated as of December 15, 2010, among the Company, the Existing Guarantors party thereto and the Trustee (the “Fortieth Supplemental Indenture”), a forty-seventh supplemental indenture, dated as of May 20, 2011, among the Company, the Existing Guarantors party thereto and the Trustee (the “Forty-Seventh Supplemental Indenture”), and a fifty-third supplemental indenture, dated as of November 8, 2011, among the Company, the Existing Guarantors and the Trustee (the “Fifty-Third 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, the Thirty-Fifth Supplemental Indenture, the Fortieth Supplemental Indenture and the Forty-Seventh 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.
[Signatures on following pages]
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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NRG DISPATCH SERVICES LLC | ||
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| ||
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| ||
|
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By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Vice President and Treasurer |
|
|
| ||
|
|
| ||
|
|
NRG HOME & BUSINESS SOLUTIONS LLC | ||
|
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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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| ||
|
|
| ||
|
|
NRG HOME SOLUTIONS PRODUCT 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 IDENTITY PROTECT LLC | ||
|
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| ||
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| ||
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Vice President and Treasurer |
|
|
| ||
|
|
| ||
|
|
NRG RENTER’S PROTECTION LLC | ||
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| ||
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| ||
|
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By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Vice President and Treasurer |
Signature Page to Fifty-Ninth Supplemental Indenture
|
|
NRG SECURITY LLC | ||
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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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NRG UNEMPLOYMENT PROTECTION LLC | ||
|
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| ||
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| ||
|
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By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Vice President and Treasurer |
|
|
| ||
|
|
| ||
|
|
NRG WARRANTY SERVICES LLC | ||
|
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| ||
|
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| ||
|
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By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Vice President and Treasurer |
Signature Page to Fifty-Ninth Supplemental Indenture
|
|
ISSUER: | ||
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| ||
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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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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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CONEMAUGH POWER LLC | ||
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CONNECTICUT JET POWER LLC | ||
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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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ENERGY PROTECTION INSURANCE COMPANY | ||
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EVERYTHING ENERGY 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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LOUISIANA GENERATING LLC | ||
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MERIDEN GAS TURBINES 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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NORWALK POWER LLC | ||
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NRG AFFILIATE SERVICES INC. | ||
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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 | ||
Signature Page to Fifty-Ninth Supplemental Indenture
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NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC |
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NRG CONNECTICUT AFFILIATE SERVICES INC. |
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NRG DEVELOPMENT COMPANY 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 GROUP LLC |
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NRG GENERATION HOLDINGS, INC. |
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NRG HUNTLEY OPERATIONS INC. |
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NRG ILION LP LLC |
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NRG INTERNATIONAL LLC |
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NRG MEXTRANS INC. |
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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 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 PACGEN INC. |
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NRG RETAIL LLC |
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NRG ROCKFORD ACQUISITION LLC |
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NRG SAGUARO OPERATIONS INC. |
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NRG SERVICES CORPORATION |
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NRG SIMPLYSMART SOLUTIONS LLC |
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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 WEST COAST LLC |
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NRG WESTERN AFFILIATE SERVICES INC. |
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O’BRIEN COGENERATION, INC. II |
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ONSITE ENERGY, INC. |
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OSWEGO HARBOR POWER LLC |
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RE RETAIL RECEIVABLES, LLC |
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RELIANT ENERGY NORTHEAST LLC |
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RELIANT ENERGY POWER SUPPLY, LLC |
Signature Page to Fifty-Ninth Supplemental Indenture
|
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RELIANT ENERGY RETAIL HOLDINGS, LLC | ||
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RELIANT ENERGY RETAIL SERVICES, 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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US RETAILERS 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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|
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Title: |
Treasurer |
Signature Page to Fifty-Ninth Supplemental Indenture
|
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CARBON MANAGEMENT SOLUTIONS LLC | ||
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CLEAN EDGE ENERGY 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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ENERGY PLUS HOLDINGS LLC | ||
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ENERGY PLUS NATURAL GAS LLC | ||
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INDEPENDENCE ENERGY ALLIANCE LLC | ||
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INDEPENDENCE ENERGY GROUP LLC | ||
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INDEPENDENCE ENERGY NATURAL GAS LLC | ||
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LANGFORD WIND POWER, LLC | ||
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NEW GENCO GP, LLC | ||
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NRG ARTESIAN ENERGY LLC | ||
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NRG ENERGY SERVICES LLC | ||
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NRG MAINTENANCE SERVICES LLC | ||
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NRG NEW JERSEY ENERGY SALES LLC | ||
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NRG POWER MARKETING LLC | ||
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NRG TEXAS LLC | ||
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NRG TEXAS 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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| ||
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| ||
|
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By: |
/s/ Christopher Sotos | |
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|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Vice President and Treasurer |
Signature Page to Fifty-Ninth Supplemental Indenture
|
|
COTTONWOOD ENERGY COMPANY LP | |||
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By: Cottonwood Generating Partners I 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: |
Vice President and Treasurer | |
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| ||
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| ||
|
|
COTTONWOOD TECHNOLOGY PARTNERS LP | |||
|
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By: Cottonwood Generating Partners I LLC, its General Partner | |||
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| ||
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| ||
|
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By: |
/s/ Christopher Sotos | ||
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|
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Name: |
Christopher Sotos | |
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Title: |
Vice President and Treasurer | |
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| ||
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| ||
|
|
ELBOW CREEK WIND PROJECT LLC | |||
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| ||
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| ||
|
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By: |
/s/ Christopher Sotos | ||
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|
|
Name: |
Christopher Sotos | |
|
|
|
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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| ||
|
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By: |
/s/ Christopher Sotos | ||
|
|
|
Name: |
Christopher Sotos | |
|
|
|
Title: |
Management Board Member | |
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|
| ||
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| |||
|
|
GREEN MOUNTAIN ENERGY COMPANY | |||
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|
| ||
|
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| ||
|
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By: |
/s/ Christopher Sotos | ||
|
|
|
Name: |
Christopher Sotos | |
|
|
|
Title: |
Vice President, Treasury | |
|
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|
| ||
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| |||
|
|
NRG CONSTRUCTION LLC | |||
|
|
| |||
|
|
| |||
|
|
By: |
/s/ Rachel Smith | ||
|
|
|
Name: |
Rachel Smith | |
|
|
|
Title: |
Treasurer | |
Signature Page to Fifty-Ninth Supplemental Indenture
|
|
NRG ENERGY LABOR SERVICES LLC | ||
|
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|
| |
|
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|
| |
|
|
By: |
/s/ Gaetan Frotte | |
|
|
|
Name: |
Gaetan Frotte |
|
|
|
Title: |
Vice President and Treasurer |
|
|
|
| |
|
|
| ||
|
|
NRG ILION LIMITED PARTNERSHIP | ||
|
|
By: NRG Rockford Acquisition LLC, its General Partner | ||
|
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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 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: |
Vice President and 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 Fifty-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 Fifty-Ninth Supplemental Indenture
Exhibit 4.3
SIXTIETH SUPPLEMENTAL INDENTURE FOR
ADDITIONAL SUBSIDIARY GUARANTEES
SIXTIETH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture for Additional Guarantees”), dated as of April 5, 2012, among NRG Dispatch Services LLC, NRG Home Solutions Product LLC, NRG Home and Business Solutions LLC, NRG Identity Protect LLC, NRG Renter’s Protection LLC, NRG Security LLC, NRG Unemployment Protection LLC and NRG Warranty Services 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 pages 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 party thereto and the Trustee (the “Forty-First Supplemental Indenture”), a forty-third supplemental indenture, dated as of April 22, 2011, among the Company, the Existing Guarantors party thereto and the Trustee (the “Forty-Third Supplemental Indenture”), a forty-eighth supplemental indenture, dated as of May 20, 2011, among the Company, the Existing Guarantors party thereto and the Trustee (the “Forty-Eighth Supplemental Indenture”), and a fifty-fourth supplemental indenture, dated as of November 8, 2011, among the Company, the Existing Guarantors and the Trustee (the “Fifty-Fourth Supplemental Indenture” and together with the Base Indenture, the Thirty-Sixth Supplemental Indenture, the Forty-First Supplemental Indenture, the Forty-Third Supplemental Indenture and the Forty-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 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.
[Signatures on following pages]
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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NRG DISPATCH 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 HOME & BUSINESS SOLUTIONS 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 HOME SOLUTIONS PRODUCT 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 IDENTITY PROTECT 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 RENTER’S PROTECTION 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 |
Signature Page to Sixtieth Supplemental Indenture
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NRG SECURITY 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 UNEMPLOYMENT PROTECTION 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 WARRANTY 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 |
Signature Page to Sixtieth 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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CONEMAUGH POWER LLC | ||
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CONNECTICUT JET POWER LLC | ||
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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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ENERGY PROTECTION INSURANCE COMPANY | ||
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EVERYTHING ENERGY 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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LOUISIANA GENERATING LLC | ||
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MERIDEN GAS TURBINES 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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NORWALK POWER LLC | ||
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NRG AFFILIATE SERVICES INC. | ||
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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 | ||
Signature Page to Sixtieth Supplemental Indenture
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NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC |
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NRG CONNECTICUT AFFILIATE SERVICES INC. |
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NRG DEVELOPMENT COMPANY 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 GROUP LLC |
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NRG GENERATION HOLDINGS, INC. |
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NRG HUNTLEY OPERATIONS INC. |
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NRG ILION LP LLC |
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NRG INTERNATIONAL LLC |
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NRG MEXTRANS INC. |
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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 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 PACGEN INC. |
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NRG RETAIL LLC |
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NRG ROCKFORD ACQUISITION LLC |
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NRG SAGUARO OPERATIONS INC. |
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NRG SERVICES CORPORATION |
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NRG SIMPLYSMART SOLUTIONS LLC |
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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 WEST COAST LLC |
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NRG WESTERN AFFILIATE SERVICES INC. |
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O’BRIEN COGENERATION, INC. II |
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ONSITE ENERGY, INC. |
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OSWEGO HARBOR POWER LLC |
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RE RETAIL RECEIVABLES, LLC |
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RELIANT ENERGY NORTHEAST LLC |
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RELIANT ENERGY POWER SUPPLY, LLC |
Signature Page to Sixtieth Supplemental Indenture
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RELIANT ENERGY RETAIL HOLDINGS, LLC | ||
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RELIANT ENERGY RETAIL SERVICES, 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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US RETAILERS 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 |
Signature Page to Sixtieth Supplemental Indenture
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CARBON MANAGEMENT SOLUTIONS LLC | ||
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CLEAN EDGE ENERGY 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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ENERGY PLUS HOLDINGS LLC | ||
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ENERGY PLUS NATURAL GAS LLC | ||
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INDEPENDENCE ENERGY ALLIANCE LLC | ||
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INDEPENDENCE ENERGY GROUP LLC | ||
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INDEPENDENCE ENERGY NATURAL GAS LLC | ||
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LANGFORD WIND POWER, LLC | ||
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NEW GENCO GP, LLC | ||
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NRG ARTESIAN ENERGY LLC | ||
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NRG ENERGY SERVICES LLC | ||
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NRG MAINTENANCE SERVICES LLC | ||
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NRG NEW JERSEY ENERGY SALES LLC | ||
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NRG POWER MARKETING LLC | ||
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NRG TEXAS LLC | ||
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NRG TEXAS 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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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Vice President and Treasurer |
Signature Page to Sixtieth Supplemental Indenture
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COTTONWOOD ENERGY COMPANY LP | ||
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By: Cottonwood Generating Partners I LLC, its General Partner | ||
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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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COTTONWOOD TECHNOLOGY PARTNERS LP | ||
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By: Cottonwood Generating Partners I LLC, its General Partner | ||
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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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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 |
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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, Treasury |
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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 |
Signature Page to Sixtieth Supplemental Indenture
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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 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 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: |
Vice President and 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 Sixtieth 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 Sixtieth Supplemental Indenture
Exhibit 4.4
SIXTY-FIRST SUPPLEMENTAL INDENTURE FOR
ADDITIONAL SUBSIDIARY GUARANTEES
SIXTY-FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture for Additional Guarantees”), dated as of April 5, 2012, among NRG Dispatch Services LLC, NRG Home Solutions Product LLC, NRG Home and Business Solutions LLC, NRG Identity Protect LLC, NRG Renter’s Protection LLC, NRG Security LLC, NRG Unemployment Protection LLC and NRG Warranty Services 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 pages 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”), 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”), as amended by a forty-ninth supplemental indenture, dated as of May 20, 2011, among the Company, the Existing Guarantors party thereto and the Trustee (the “Forty-Ninth Supplemental Indenture”), and a fifty-fifth supplemental indenture, dated as of November 8, 2011, among the Company, the Existing Guarantors and the Trustee (the “Fifty-Fifth Supplemental Indenture” and together with the Base Indenture, the Forty-Second Supplemental Indenture and the Forty-Ninth 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 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.
[Signatures on following pages]
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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NRG DISPATCH 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 HOME & BUSINESS SOLUTIONS 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 HOME SOLUTIONS PRODUCT 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 IDENTITY PROTECT 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 RENTER’S PROTECTION 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 |
Signature Page to Sixty-First Supplemental Indenture
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NRG SECURITY 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 UNEMPLOYMENT PROTECTION 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 WARRANTY 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 |
Signature Page to Sixty-First 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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CONEMAUGH POWER LLC | ||
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CONNECTICUT JET POWER LLC | ||
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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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ENERGY PROTECTION INSURANCE COMPANY | ||
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EVERYTHING ENERGY 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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LOUISIANA GENERATING LLC | ||
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MERIDEN GAS TURBINES 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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NORWALK POWER LLC | ||
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NRG AFFILIATE SERVICES INC. | ||
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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 | ||
Signature Page to Sixty-First Supplemental Indenture
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NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC |
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NRG CONNECTICUT AFFILIATE SERVICES INC. |
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NRG DEVELOPMENT COMPANY 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 GROUP LLC |
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NRG GENERATION HOLDINGS, INC. |
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NRG HUNTLEY OPERATIONS INC. |
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NRG ILION LP LLC |
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NRG INTERNATIONAL LLC |
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NRG MEXTRANS INC. |
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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 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 PACGEN INC. |
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NRG RETAIL LLC |
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NRG ROCKFORD ACQUISITION LLC |
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NRG SAGUARO OPERATIONS INC. |
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NRG SERVICES CORPORATION |
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NRG SIMPLYSMART SOLUTIONS LLC |
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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 WEST COAST LLC |
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NRG WESTERN AFFILIATE SERVICES INC. |
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O’BRIEN COGENERATION, INC. II |
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ONSITE ENERGY, INC. |
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OSWEGO HARBOR POWER LLC |
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RE RETAIL RECEIVABLES, LLC |
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RELIANT ENERGY NORTHEAST LLC |
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RELIANT ENERGY POWER SUPPLY, LLC |
Signature Page to Sixty-First Supplemental Indenture
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RELIANT ENERGY RETAIL HOLDINGS, LLC | ||
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RELIANT ENERGY RETAIL SERVICES, 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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US RETAILERS 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 |
Signature Page to Sixty-First Supplemental Indenture
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CARBON MANAGEMENT SOLUTIONS LLC | ||
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CLEAN EDGE ENERGY 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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ENERGY PLUS HOLDINGS LLC | ||
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ENERGY PLUS NATURAL GAS LLC | ||
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INDEPENDENCE ENERGY ALLIANCE LLC | ||
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INDEPENDENCE ENERGY GROUP LLC | ||
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INDEPENDENCE ENERGY NATURAL GAS LLC | ||
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LANGFORD WIND POWER, LLC | ||
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NEW GENCO GP, LLC | ||
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NRG ARTESIAN ENERGY LLC | ||
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NRG ENERGY SERVICES LLC | ||
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NRG MAINTENANCE SERVICES LLC | ||
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NRG NEW JERSEY ENERGY SALES LLC | ||
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NRG POWER MARKETING LLC | ||
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NRG TEXAS LLC | ||
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NRG TEXAS 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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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Vice President and Treasurer |
Signature Page to Sixty-First Supplemental Indenture
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COTTONWOOD ENERGY COMPANY LP | ||
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By: Cottonwood Generating Partners I LLC, its General Partner | ||
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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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COTTONWOOD TECHNOLOGY PARTNERS LP | ||
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By: Cottonwood Generating Partners I LLC, its General Partner | ||
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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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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 |
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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, Treasury |
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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 |
Signature Page to Sixty-First Supplemental Indenture
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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 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 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: |
Vice President and 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 Sixty-First 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 Sixty-First Supplemental Indenture
Exhibit 4.5
SIXTY-SECOND SUPPLEMENTAL INDENTURE FOR
ADDITIONAL SUBSIDIARY GUARANTEES
SIXTY-SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture for Additional Guarantees”), dated as of April 5, 2012, among NRG Dispatch Services LLC, NRG Home Solutions Product LLC, NRG Home and Business Solutions LLC, NRG Identity Protect LLC, NRG Renter’s Protection LLC, NRG Security LLC, NRG Unemployment Protection LLC and NRG Warranty Services 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 pages 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 fiftieth supplemental indenture (the “Fiftieth Supplemental Indenture”), dated as of May 24, 2011, among the Company, the Existing Guarantors and the Trustee, providing for the original issuance of an aggregate principal amount of $800 million of 7.625% Senior Notes due 2019 (the “Initial Notes”), and, subject to the terms of the Fiftieth Supplemental Indenture, future unlimited issuances of 7.625% Senior Notes due 2019 (the “Additional Notes,” and together with the Initial Notes, the “Notes”), as amended by a fifty-sixth supplemental indenture, dated as of November 8, 2011, among the Company, the Existing Guarantors and the Trustee (the “Fifty-Sixth Supplemental Indenture” and together with the Base Indenture and the Fiftieth 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 Fiftieth 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 Fiftieth 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.
[Signatures on following pages]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture for Additional Guarantees to be duly executed and attested, all as of the date first above written.
|
|
GUARANTEEING SUBSIDIARIES: | ||
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|
| |
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| |
|
|
NRG DISPATCH 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 HOME & BUSINESS SOLUTIONS 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 HOME SOLUTIONS PRODUCT 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 IDENTITY PROTECT 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 RENTER’S PROTECTION 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 |
Signature Page to Sixty-Second Supplemental Indenture
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NRG SECURITY 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 UNEMPLOYMENT PROTECTION 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 WARRANTY 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 |
Signature Page to Sixty-Second 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 | |
|
|
|
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 | |||
|
|
CABRILLO POWER I LLC | |||
|
|
CABRILLO POWER II LLC | |||
|
|
CONEMAUGH POWER LLC | |||
|
|
CONNECTICUT JET POWER LLC | |||
|
|
DEVON POWER LLC | |||
|
|
DUNKIRK POWER LLC | |||
|
|
EASTERN SIERRA ENERGY COMPANY | |||
|
|
EL SEGUNDO POWER, LLC | |||
|
|
EL SEGUNDO POWER II LLC | |||
|
|
ENERGY PROTECTION INSURANCE COMPANY | |||
|
|
EVERYTHING ENERGY LLC | |||
|
|
HUNTLEY POWER LLC | |||
|
|
INDIAN RIVER OPERATIONS INC. | |||
|
|
INDIAN RIVER POWER LLC | |||
|
|
KEYSTONE POWER LLC | |||
|
|
LOUISIANA GENERATING LLC | |||
|
|
MERIDEN GAS TURBINES LLC | |||
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|
MIDDLETOWN POWER LLC | |||
|
|
MONTVILLE POWER LLC | |||
|
|
NEO CORPORATION | |||
|
|
NEO FREEHOLD-GEN LLC | |||
|
|
NEO POWER SERVICES INC. | |||
|
|
NORWALK POWER LLC | |||
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|
NRG AFFILIATE SERVICES INC. | |||
|
|
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 | |||
Signature Page to Sixty-Second Supplemental Indenture
|
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NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC |
|
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NRG CONNECTICUT AFFILIATE SERVICES INC. |
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NRG DEVELOPMENT COMPANY 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 GROUP LLC |
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NRG GENERATION HOLDINGS, INC. |
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NRG HUNTLEY OPERATIONS INC. |
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NRG ILION LP LLC |
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NRG INTERNATIONAL LLC |
|
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NRG MEXTRANS INC. |
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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 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 PACGEN INC. |
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NRG RETAIL LLC |
|
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NRG ROCKFORD ACQUISITION LLC |
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NRG SAGUARO OPERATIONS INC. |
|
|
NRG SERVICES CORPORATION |
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NRG SIMPLYSMART SOLUTIONS LLC |
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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 WEST COAST LLC |
|
|
NRG WESTERN AFFILIATE SERVICES INC. |
|
|
O’BRIEN COGENERATION, INC. II |
|
|
ONSITE ENERGY, INC. |
|
|
OSWEGO HARBOR POWER LLC |
|
|
RE RETAIL RECEIVABLES, LLC |
|
|
RELIANT ENERGY NORTHEAST LLC |
|
|
RELIANT ENERGY POWER SUPPLY, LLC |
Signature Page to Sixty-Second Supplemental Indenture
|
|
RELIANT ENERGY RETAIL HOLDINGS, LLC | ||
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|
RELIANT ENERGY RETAIL SERVICES, LLC | ||
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|
RERH HOLDINGS, LLC | ||
|
|
SAGUARO POWER LLC | ||
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|
SOMERSET OPERATIONS INC. | ||
|
|
SOMERSET POWER LLC | ||
|
|
US RETAILERS LLC | ||
|
|
VIENNA OPERATIONS INC. | ||
|
|
VIENNA POWER LLC | ||
|
|
WCP (GENERATION) HOLDINGS LLC | ||
|
|
WEST COAST POWER LLC | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Treasurer |
Signature Page to Sixty-Second Supplemental Indenture
|
|
CARBON MANAGEMENT SOLUTIONS LLC | ||
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CLEAN EDGE ENERGY 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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ENERGY PLUS HOLDINGS LLC | ||
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ENERGY PLUS NATURAL GAS LLC | ||
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INDEPENDENCE ENERGY ALLIANCE LLC | ||
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INDEPENDENCE ENERGY GROUP LLC | ||
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INDEPENDENCE ENERGY NATURAL GAS LLC | ||
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LANGFORD WIND POWER, LLC | ||
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NEW GENCO GP, LLC | ||
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NRG ARTESIAN ENERGY LLC | ||
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NRG ENERGY SERVICES LLC | ||
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NRG MAINTENANCE SERVICES LLC | ||
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NRG NEW JERSEY ENERGY SALES LLC | ||
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NRG POWER MARKETING LLC | ||
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NRG TEXAS LLC | ||
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NRG TEXAS POWER LLC | ||
|
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TEXAS GENCO FINANCING CORP. | ||
|
|
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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| ||
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| |
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Vice President and Treasurer |
Signature Page to Sixty-Second Supplemental Indenture
|
|
COTTONWOOD ENERGY COMPANY LP | ||
|
|
By: Cottonwood Generating Partners I LLC, its General Partner | ||
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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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|
COTTONWOOD TECHNOLOGY PARTNERS LP | ||
|
|
By: Cottonwood Generating Partners I LLC, its General Partner | ||
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|
| ||
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| ||
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Vice President and Treasurer |
|
|
|
| |
|
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| |
|
|
ELBOW CREEK WIND PROJECT LLC | ||
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|
| ||
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|
| ||
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Vice President and Controller |
|
|
|
| |
|
|
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| |
|
|
GCP FUNDING COMPANY, LLC | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Management Board Member |
|
|
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| |
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|
| |
|
|
GREEN MOUNTAIN ENERGY COMPANY | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Vice President, Treasury |
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|
|
| |
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| |
|
|
NRG CONSTRUCTION LLC | ||
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|
| ||
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|
| ||
|
|
By: |
/s/ Rachel Smith | |
|
|
|
Name: |
Rachel Smith |
|
|
|
Title: |
Treasurer |
Signature Page to Sixty-Second Supplemental Indenture
|
|
NRG ENERGY LABOR SERVICES LLC | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ Gaetan Frotte | |
|
|
|
Name: |
Gaetan Frotte |
|
|
|
Title: |
Vice President and Treasurer |
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|
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| |
|
|
|
| |
|
|
NRG ILION LIMITED PARTNERSHIP | ||
|
|
By: NRG Rockford Acquisition LLC, its General Partner | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Treasurer |
|
|
|
|
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| |
|
|
NRG SOUTH TEXAS LP | ||
|
|
By: Texas Genco GP, LLC, its General Partner | ||
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|
| ||
|
|
| ||
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Vice President and Treasurer |
|
|
|
| |
|
|
|
| |
|
|
TEXAS GENCO LP, LLC | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Management Committee Member |
|
|
|
| |
|
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| |
|
|
TEXAS GENCO SERVICES, LP | ||
|
|
By: New Genco GP, LLC, its General Partner | ||
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|
| ||
|
|
| ||
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Treasurer |
Signature Page to Sixty-Second Supplemental Indenture
|
|
LAW DEBENTURE TRUST COMPANY OF NEW YORK, | ||
|
|
as Trustee | ||
|
|
| ||
|
|
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| |
|
|
By: |
/s/ James D. Heaney | |
|
|
|
Name: |
James D. Heaney |
|
|
|
Title: |
Managing Director |
Signature Page to Sixty-Second Supplemental Indenture
Exhibit 4.6
SIXTY-THIRD SUPPLEMENTAL INDENTURE FOR
ADDITIONAL SUBSIDIARY GUARANTEES
SIXTY-THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture for Additional Guarantees”), dated as of April 5, 2012, among NRG Dispatch Services LLC, NRG Home Solutions Product LLC, NRG Home and Business Solutions LLC, NRG Identity Protect LLC, NRG Renter’s Protection LLC, NRG Security LLC, NRG Unemployment Protection LLC and NRG Warranty Services 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 pages 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 fifty-first supplemental indenture (the “Fifty-First Supplemental Indenture”), dated as of May 24, 2011, among the Company, the Existing Guarantors and the Trustee, providing for the original issuance of an aggregate principal amount of $1,200 million of 7.875% Senior Notes due 2021 (the “Initial Notes”), and, subject to the terms of the Fifty-First Supplemental Indenture, future unlimited issuances of 7.875% Senior Notes due 2021 (the “Additional Notes,” and together with the Initial Notes, the “Notes”), as amended by a fifty-seventh supplemental indenture, dated as of November 8, 2011, among the Company, the Existing Guarantors and the Trustee (the “Fifty-Seventh Supplemental Indenture” and together with the Base Indenture and the Fifty-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 Fifty-First 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 Fifty-First Supplemental Indenture, including, without limitation, Section 10.02 thereof.
3. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
4. Counterparts. The parties may sign any number of copies of this Supplemental Indenture for Additional Guarantees. Each signed copy shall be an original, but all of them together represent the same agreement.
5. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture for Additional Guarantees or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.
7. Ratification of Indenture; Supplemental Indenture for Additional Guarantees Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby.
[Signatures on following pages]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture for Additional Guarantees to be duly executed and attested, all as of the date first above written.
|
|
GUARANTEEING SUBSIDIARIES: | ||
|
|
| ||
|
|
| ||
|
|
NRG DISPATCH SERVICES LLC | ||
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Vice President and Treasurer |
|
|
|
| |
|
|
|
| |
|
|
NRG HOME & BUSINESS SOLUTIONS LLC | ||
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Vice President and Treasurer |
|
|
|
| |
|
|
|
| |
|
|
NRG HOME SOLUTIONS PRODUCT LLC | ||
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Vice President and Treasurer |
|
|
|
| |
|
|
|
| |
|
|
NRG IDENTITY PROTECT LLC | ||
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Vice President and Treasurer |
|
|
|
| |
|
|
|
| |
|
|
NRG RENTER’S PROTECTION LLC | ||
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Vice President and Treasurer |
Signature Page to Sixty-Third Supplemental Indenture
|
|
NRG SECURITY LLC | ||
|
|
| ||
|
|
|
| |
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Vice President and Treasurer |
|
|
|
| |
|
|
| ||
|
|
NRG UNEMPLOYMENT PROTECTION LLC | ||
|
|
| ||
|
|
|
| |
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Vice President and Treasurer |
|
|
|
| |
|
|
| ||
|
|
NRG WARRANTY SERVICES LLC | ||
|
|
| ||
|
|
|
| |
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Vice President and Treasurer |
Signature Page to Sixty-Third Supplemental Indenture
|
|
ISSUER: | ||
|
|
|
| |
|
|
NRG ENERGY, INC. | ||
|
|
| ||
|
|
|
| |
|
|
By: |
/s/ Christopher Sotos | |
|
|
|
Name: |
Christopher Sotos |
|
|
|
Title: |
Vice President and Treasurer |
|
|
|
| |
|
|
|
| |
|
|
EXISTING GUARANTORS: | ||
|
|
| ||
|
|
ARTHUR KILL POWER LLC | ||
|
|
ASTORIA GAS TURBINE POWER LLC | ||
|
|
CABRILLO POWER I LLC | ||
|
|
CABRILLO POWER II LLC | ||
|
|
CONEMAUGH POWER LLC | ||
|
|
CONNECTICUT JET POWER LLC | ||
|
|
DEVON POWER LLC | ||
|
|
DUNKIRK POWER LLC | ||
|
|
EASTERN SIERRA ENERGY COMPANY | ||
|
|
EL SEGUNDO POWER, LLC | ||
|
|
EL SEGUNDO POWER II LLC | ||
|
|
ENERGY PROTECTION INSURANCE COMPANY | ||
|
|
EVERYTHING ENERGY LLC | ||
|
|
HUNTLEY POWER LLC | ||
|
|
INDIAN RIVER OPERATIONS INC. | ||
|
|
INDIAN RIVER POWER LLC | ||
|
|
KEYSTONE POWER LLC | ||
|
|
LOUISIANA GENERATING LLC | ||
|
|
MERIDEN GAS TURBINES LLC | ||
|
|
MIDDLETOWN POWER LLC | ||
|
|
MONTVILLE POWER LLC | ||
|
|
NEO CORPORATION | ||
|
|
NEO FREEHOLD-GEN LLC | ||
|
|
NEO POWER SERVICES INC. | ||
|
|
NORWALK POWER LLC | ||
|
|
NRG AFFILIATE SERVICES INC. | ||
|
|
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 | ||
Signature Page to Sixty-Third Supplemental Indenture
|
|
NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC |
|
|
NRG CONNECTICUT AFFILIATE SERVICES INC. |
|
|
NRG DEVELOPMENT COMPANY INC. |
|
|
NRG DEVON OPERATIONS INC. |
|
|
NRG DUNKIRK OPERATIONS INC. |
|
|
NRG EL SEGUNDO OPERATIONS INC. |
|
|
NRG ENERGY SERVICES GROUP LLC |
|
|
NRG GENERATION HOLDINGS, INC. |
|
|
NRG HUNTLEY OPERATIONS INC. |
|
|
NRG ILION LP LLC |
|
|
NRG INTERNATIONAL LLC |
|
|
NRG MEXTRANS INC. |
|
|
NRG MIDATLANTIC AFFILIATE SERVICES INC. |
|
|
NRG MIDDLETOWN OPERATIONS INC. |
|
|
NRG MONTVILLE OPERATIONS INC. |
|
|
NRG NEW ROADS HOLDINGS LLC |
|
|
NRG NORTH CENTRAL OPERATIONS INC. |
|
|
NRG NORTHEAST AFFILIATE SERVICES INC. |
|
|
NRG NORWALK HARBOR OPERATIONS INC. |
|
|
NRG OPERATING SERVICES, INC. |
|
|
NRG OSWEGO HARBOR POWER OPERATIONS INC. |
|
|
NRG PACGEN INC. |
|
|
NRG RETAIL LLC |
|
|
NRG ROCKFORD ACQUISITION LLC |
|
|
NRG SAGUARO OPERATIONS INC. |
|
|
NRG SERVICES CORPORATION |
|
|
NRG SIMPLYSMART SOLUTIONS LLC |
|
|
NRG SOUTH CENTRAL AFFILIATE SERVICES INC. |
|
|
NRG SOUTH CENTRAL GENERATING LLC |
|
|
NRG SOUTH CENTRAL OPERATIONS INC. |
|
|
NRG TEXAS C&I SUPPLY LLC |
|
|
NRG TEXAS HOLDING INC. |
|
|
NRG WEST COAST LLC |
|
|
NRG WESTERN AFFILIATE SERVICES INC. |
|
|
O’BRIEN COGENERATION, INC. II |
|
|
ONSITE ENERGY, INC. |
|
|
OSWEGO HARBOR POWER LLC |
|
|
RE RETAIL RECEIVABLES, LLC |
|
|
RELIANT ENERGY NORTHEAST LLC |
|
|
RELIANT ENERGY POWER SUPPLY, LLC |
Signature Page to Sixty-Third Supplemental Indenture
|
|
RELIANT ENERGY RETAIL HOLDINGS, LLC | ||
|
|
RELIANT ENERGY RETAIL SERVICES, LLC | ||
|
|
RERH HOLDINGS, LLC | ||
|
|
SAGUARO POWER LLC | ||
|
|
SOMERSET OPERATIONS INC. | ||
|
|
SOMERSET POWER LLC | ||
|
|
US RETAILERS LLC | ||
|
|
VIENNA OPERATIONS INC. | ||
|
|
VIENNA POWER LLC | ||
|
|
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 |
Signature Page to Sixty-Third Supplemental Indenture
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CARBON MANAGEMENT SOLUTIONS LLC | ||
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CLEAN EDGE ENERGY 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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ENERGY PLUS HOLDINGS LLC | ||
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ENERGY PLUS NATURAL GAS LLC | ||
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INDEPENDENCE ENERGY ALLIANCE LLC | ||
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INDEPENDENCE ENERGY GROUP LLC | ||
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INDEPENDENCE ENERGY NATURAL GAS LLC | ||
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LANGFORD WIND POWER, LLC | ||
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NEW GENCO GP, LLC | ||
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NRG ARTESIAN ENERGY LLC | ||
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NRG ENERGY SERVICES LLC | ||
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NRG MAINTENANCE SERVICES LLC | ||
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NRG NEW JERSEY ENERGY SALES LLC | ||
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NRG POWER MARKETING LLC | ||
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NRG TEXAS LLC | ||
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NRG TEXAS 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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By: |
/s/ Christopher Sotos | |
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Name: |
Christopher Sotos |
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Title: |
Vice President and Treasurer |
Signature Page to Sixty-Third Supplemental Indenture
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COTTONWOOD ENERGY COMPANY LP | ||
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By: Cottonwood Generating Partners I LLC, its General Partner | ||
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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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COTTONWOOD TECHNOLOGY PARTNERS LP | ||
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By: Cottonwood Generating Partners I LLC, its General Partner | ||
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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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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 |
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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, Treasury |
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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 |
Signature Page to Sixty-Third Supplemental Indenture
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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 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 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: |
Vice President and 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 Sixty-Third 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 Sixty-Third Supplemental Indenture