TWENTY-SIXTH SUPPLEMENTAL
INDENTURE
ADDITIONAL SUBSIDIARY GUARANTEES
Twenty-Sixth 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. (or its permitted successor), 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 ninth supplemental indenture (the “ Ninth
Supplemental Indenture ”), dated as of November 21,
2006, among the Company, the Existing Guarantors party thereto and
the Trustee, providing for the original issuance of an aggregate
principal amount of $1,100 million of 7.375% Senior Notes due
2017 (the “ Initial Notes ”), and, subject to
the terms of the Ninth Supplemental Indenture, future unlimited
issuances of 7.375% Senior Notes due 2017 (the “
Additional Notes ,” and together with the Initial
Notes, the “ Notes ”), as amended by a twelfth
supplemental indenture, dated as of July 19, 2007, among the
Company, the Existing Guarantors party thereto and the Trustee (the
“ Twelfth Supplemental Indenture ”) and by a
fifteenth supplemental indenture, dated as of August 28, 2007,
among the Company, the Existing Guarantors and the Trustee (the
“Fifteenth Supplemental Indenture” ), an
eighteenth supplemental indenture dated as of April 28, 2009,
among the Company, the Existing Guarantors party thereto and the
Trustee (the “Eighteenth Supplemental Indenture”
), and a twenty-first supplemental indenture dated as of
May 8, 2009, among the Company, the Existing Guarantors party
thereto and the Trustee (the “Twenty-First Supplemental
Indenture” and together with the Base Indenture, the
Ninth Supplemental Indenture, the Twelfth Supplemental Indenture,
the Fifteenth Supplemental Indenture and the Eighteenth
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
“ Subsidiary Guarantee ”); and
WHEREAS, pursuant
to Section 4.17 of the Ninth Supplemental Indenture, the
Trustee, the Company and the Existing 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
Existing 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.
1
2.
Agreement to be Bound; Guarantee . The Guaranteeing
Subsidiaries hereby become a party to the Ninth 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. The Guaranteeing Subsidiaries hereby
agree to be bound by all of the provisions of the Ninth
Supplemental Indentu
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