SIXTEENTH SUPPLEMENTAL INDENTURE FOR
ADDITIONAL SUBSIDIARY GUARANTEES
Sixteenth 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 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" ) and a thirteenth
supplemental indenture, dated as of August 28, 2007, among the
Company, 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 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
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 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 party to the First
Supplemen
