SEVENTEENTH SUPPLEMENTAL INDENTURE FOR
ADDITIONAL SUBSIDIARY GUARANTEES
Seventeenth 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., a Delaware corporation (the “
Company ”), the Company, the existing guarantors set
forth on the signature page hereto (the “ Existing
Guarantors ”) and Law Debenture Trust Company of New
York, as trustee under the indentures referred to below (the
“ Trustee ”).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and
delivered to the Trustee an indenture (the “ Base
Indenture ”), dated as of February 2, 2006, between
the Company and the Trustee, as amended by a second supplemental
indenture (the “ Second Supplemental Indenture
”), dated as of February 2, 2006, among the Company, the
Guarantors named therein and the Trustee, providing for the
original issuance of an aggregate principal amount of
$2,400 million of 7.375% Senior Notes due 2016 (the “
Initial Notes ”), and, subject to the terms of the
Indenture, future unlimited issuances of 7.375% Senior Notes due
2016 (the “ Additional Notes ,” and together
with the Initial Notes, the “ Notes ”), a fourth
supplemental indenture, dated as of March 14, 2006, among the
Company, the Existing Guarantors party thereto and the Trustee (the
“ Fourth Supplemental Indenture ”), a sixth
supplemental indenture, dated as of April 28, 2006, among the
Company, the Existing Guarantors party thereto and the Trustee (the
“ Sixth Supplemental Indenture ”), an eighth
supplemental indenture, dated as of November 13, 2006, among
the Company, the Existing Guarantors party thereto and the Trustee
(the “ Eight Supplemental Indenture ”), an
eleventh supplemental indenture, dated as of July 19, 2007,
among the Company, the Existing Guarantors party thereto and the
Trustee (the “ Eleventh Supplemental Indenture
”), and a fourteenth supplemental indenture, dated as of
August 28, 2007, among the Company, the Existing Guarantors
and the Trustee (together with the Base Indenture, the Second
Supplemental Indenture, the Fourth Supplemental Indenture, the
Sixth Supplemental Indenture, the Eighth Supplemental Indenture and
the Eleventh 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 “ Additional Guarantees ”); and
WHEREAS, pursuant to Section 4.17 of the
Second 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 Subsidiary, 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 Bound; Guarantee
. The Guaranteeing Subsidiary hereby becomes a party to the Second
Supp
