TWENTY-FIFTH SUPPLEMENTAL INDENTURE
FOR
ADDITIONAL SUBSIDIARY GUARANTEES
Twenty-Fifth Supplemental
Indenture (this “ Supplemental Indenture for
Additional Guarantees ”), dated as of October 5,
2009, among NRG Retail LLC, Reliant Energy Power Supply, LLC,
Reliant Energy Retail Holdings, LLC, RERH Holdings, LLC, Reliant
Energy Retail Services, LLC and RE Retail Receivables, 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 ”).
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 ”), a fourteenth
supplemental indenture, dated as of August 28, 2007, among the
Company, the Existing Guarantors and the Trustee (the “
Fourteenth Supplemental Indenture”) , a seventeenth
supplemental indenture, dated as of April 28, 2009 among the
Company, the Existing Guarantors party thereto and the Trustee (the
“ Seventeenth Supplemental Indenture”) , and a
twentieth supplemental indenture, dated as of May 8, 2009
among the Company, the Existing Guarantors and the Trustee (the
“ Twentieth Supplemental Indenture” and together
with the Base Indenture, the Second Supplemental Indenture, the
Fourth Supplemental Indenture, the Sixth Supplemental Indenture,
the Eighth Supplemental Indenture, the Eleventh Supplemental
Indenture, the Fourteenth Supplemental Indenture and the
Seventeenth 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 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 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
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 Second Supplemental
Indenture as Guarantors and as such will ha
|