TWENTY-SEVENTH SUPPLEMENTAL
INDENTURE
Twenty-Seventh Supplemental
Indenture (this “ Supplemental Indenture
”), 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 Twenty-Second Supplemental Indenture (the “
Twenty-Second Supplemental Indenture ”), dated as of
June 5, 2009, among the Company, the Existing Guarantors party
thereto and the Trustee, providing for the original issuance of an
aggregate principal amount of $700 million of 8.50% Senior
Notes due 2019 (the “ Initial Notes ”), and,
subject to the terms of the Twenty-Second Supplemental Indenture,
future unlimited issuances of 8.50% Senior Notes due 2019 (the
“ Additional Notes ,” and together with the
Initial Notes, the “ Notes ”), and a
twenty-third supplemental indenture, dated as of July 14,
2009, among the Company, the Existing Guarantors and the Trustee
(the “ Twenty-Third Supplemental Indenture ” and
together with the Base Indenture and the Twenty-Second Supplemental
Indenture, the “ Indenture ”);
WHEREAS, the
Indenture provides that under certain circumstances each
Guaranteeing Subsidiary shall execute and deliver to the Trustee a
supplemental indenture pursuant to which such Guaranteeing
Subsidiary shall unconditionally guarantee all of the
Company’s Obligations under the Notes and the Indenture (each
a “ Subsidiary Guarantee ” and together, the
“ Subsidiary Guarantees ”); and
WHEREAS,
Section 9.01 of the Twenty-Second Supplemental Indenture
provides that the Company, the Guarantors and the Trustee may amend
or supplement the Twenty-Second Supplemental Indenture without the
consent of any Holders of the Notes in order to cure any ambiguity,
defect or inconsistency as well as to conform the text of the
Twenty-Second Supplemental Indenture to any provision of the
“Description of the Notes” section of the
Company’s Prospectus Supplement, dated June 2, 2009,
relating to the initial offering of the Notes (the “
Prospectus Supplement ”).
WHEREAS, the
definition of “Applicable Premium” in Section 1.01
of the Twenty-Second Supplemental Indenture is: (a) ambiguous,
in that it references the “redemption price of the Note at
January 15, 2012 (such redemption price being set forth in the
table appearing under Section 3.07 hereof)” while the
referenced table in Section 3.07 does not set forth a
redemption price as of such date; and (b) inconsistent with
the definition of “Applicable Premium” in the
Description of the Notes section of the Prospectus Supplement, and
must be revised to cure such ambiguities and
inconsistencies.
WHEREAS, this
Supplemental Indenture has been duly authorized by all necessary
corporate action on the part of the Company (including a Board
Resolution);
WHEREAS, pursuant
to Sections 4.17 and 9.01 of the Twenty-Second Supplemental
Indenture, the Trustee is authorized to execute and deliver this
Supplemental Indenture.
WHEREAS, all
things necessary to make this Supplemental Indenture a valid
indenture and agreement according to its terms have been
done.
Signature Page to Twenty-Seventh
Supplemental Indenture
NOW THEREFORE, in
consideration of the foregoing and for good and valuable
consideration, the receipt of which is hereby acknowledged, each of
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, capitalized terms used herein without
definition shall have the meanings assigned to them in the
Indenture.
2.
Agreement to be Bound; Guarantee . Each Guaranteeing
Subsidiary hereby becomes a party to the Supplemental Indenture as
a Guarantor and as such will have all of the rights and be subject
to all of the Obligations and agreements of a Guarantor under the
Indenture. Each Guaranteeing Subsidiary hereby agrees to be bound
by all of the provisions of the Supplemental Indenture applicable
to a Guarantor and to perform all of the Obligations and agreements
of a Guarantor under the Supplemental Indenture. In furtherance of
the foregoing, each Guaranteeing Subsidiary shall be deemed a
Guarantor for purposes of Article 10 of the Supplemental
Indenture, including, without limitation, Section 10.02
thereof.
3.
Amendment to Section 1.01 of the Twenty-Second Supplemental
Indenture . The definition of “Applicable Premium”
in Section 1.01 of the Twenty-Second Supplemental Indenture is
hereby deleted and replaced with the following:
““
Applicable Premium ” means, with respect to any note
on any redemption date, the greater of:
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