TWENTY-FOURTH SUPPLEMENTAL INDENTURE
FOR
ADDITIONAL SUBSIDIARY GUARANTEES
Twenty-Fourth 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 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
party thereto 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
party thereto and the Trustee, a sixteenth supplemental indenture
(the “Sixteenth Supplemental Indenture" ), dated
April 28, 2009, among the Company, the Guaranteeing
Subsidiary, the Existing Guarantors party thereto and the Trustee,
and a nineteenth supplemental indenture, dated as of May 8,
2009, among the Company, the Existing Guarantors and the Trustee
(the “Nineteenth Supplemental Indenture” and
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, the Thirteenth Supplemental Indenture and the Sixteenth
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
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
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