NINETEENTH SUPPLEMENTAL INDENTURE FOR
ADDITIONAL SUBSIDIARY GUARANTEES
NINETEENTH Supplemental
Indenture (this “
Supplemental Indenture for Additional Guarantees ”),
dated as of May 8, 2009, among Reliant Energy Services Texas,
LLC, Reliant Energy Texas Retail LLC, NRG Texas C&I Supply LLC
and Langford Wind Power, LLC (each a “ Guaranteeing
Subsidiary ” and together the “ Guaranteeing
Subsidiaries ”), each an indirect subsidiary of NRG
Energy, Inc., a Delaware corporation (the “ Company
”), the Company, the Existing Guarantors set forth on the
signature page hereto (the “ Existing Guarantors
”) and Law Debenture Trust Company of New York, as trustee
under the indentures referred to below (the “ Trustee
”).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and
delivered to the Trustee an indenture (the “ Base
Indenture ”), dated as of February 2, 2006, between
the Company and the Trustee, as amended by a first supplemental
indenture (the “ First Supplemental Indenture
”), dated as of February 2, 2006, among the Company, the
Guarantors named therein and the Trustee, providing for the
original issuance of an aggregate principal amount of
$1,200 million of 7.250% Senior Notes due 2014 (the “
Initial Notes ”), and, subject to the terms of the
Indenture, future unlimited issuances of 7.250% Senior Notes due
2014 (the “ Additional Notes ,” and together
with the Initial Notes, the “ Notes ”), a third
supplemental indenture (the “ Third Supplemental
Indenture ”), dated as of March 14, 2006, among the
Company, the Existing Guarantors party thereto and the Trustee, a
fifth supplemental indenture (the “ Fifth Supplemental
Indenture ”), dated as of April 28, 2006, among the
Company, the Existing Guarantors party thereto and the Trustee, a
seventh supplemental indenture (the “Seventh Supplemental
Indenture" ), dated as of November 13, 2006, among the
Company, the Existing Guarantors and the Trustee, a tenth
supplemental indenture, dated July 19, 2007, among the
Company, the Existing Guarantors party thereto and the Trustee (the
“Tenth Supplemental Indenture" ), a thirteenth
supplemental indenture (the “Thirteenth Supplemental
Indenture" ), dated as of August 28, 2007, among the
Company, the Existing Guarantors and the Trustee and a sixteenth
supplemental indenture, dated April 28, 2009, among the
Company, the Guaranteeing Subsidiary, the Existing Guarantors and
the Trustee (together with the Base Indenture, the First
Supplemental Indenture, the Third Supplemental Indenture, the Fifth
Supplemental Indenture, the Seventh Supplemental Indenture, the
Tenth Supplemental Indenture and the Thirteenth 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
First Supplemental Indenture, the Trustee, the Company and the
other 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 other 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 Bo
