EIGHTEENTH SUPPLEMENTAL INDENTURE
ADDITIONAL SUBSIDIARY GUARANTEES
Eighteenth Supplemental
Indenture (this “
Supplemental Indenture for Additional Guarantees ”),
dated as of April 28, 2009, among NRG Texas Holding Inc.(the
“ Guaranteeing Subsidiary ”), an indirect
subsidiary of NRG Energy, Inc. (or its permitted successor), a
Delaware corporation (the “ Company ”), the
Company, the existing guarantors set forth on the signature page
hereto (the “Existing Guarantors" ) and Law Debenture
Trust Company of New York, as trustee under the indentures referred
to below (the “ Trustee ”).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and
delivered to the Trustee an indenture (the “ Base
Indenture ”), dated as of February 2, 2006, between
the Company and the Trustee, as amended by a ninth supplemental
indenture (the “ Ninth Supplemental Indenture
”), dated as of November 21, 2006, among the Company,
the Existing Guarantors party thereto 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 ”) and by a fifteenth supplemental indenture,
dated as of August 28, 2007, among the Company, the Existing
Guarantors and the Trustee (together with the Base Indenture, the
Ninth Supplemental Indenture and the Twelfth Supplemental
Indenture, the “ Indenture ”);
WHEREAS, the Indenture provides that under
certain circumstances the Guaranteeing Subsidiary shall execute and
deliver to the Trustee a supplemental indenture pursuant to which
the Guaranteeing Subsidiary shall unconditionally guarantee all of
the Company’s Obligations under the Notes and the Indenture
(the “ Subsidiary Guarantee ”); 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 Subsidiary, 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 Ninth Supplemental
Indenture.
2. Agreement to be Bound; Guarantee
. The Guaranteeing Subsidiary hereby becomes a party to the Ninth
Supplemental Indenture as a Guarantor and as such will have all of
the rights and be subject to all of the Obligations and agreements
of a Guarantor under the Indenture. The Guaranteeing Subsidiary
hereby agrees to be bound by all of the provisions of the Ninth
Supplemental Indenture applicable to a Guarantor and to perform all
of the Ob
