TWENTY-THIRD SUPPLEMENTAL
INDENTURE
ADDITIONAL SUBSIDIARY GUARANTEES
Twenty-Third Supplemental
Indenture (this “ Supplemental Indenture for
Additional Guarantees ”), dated as of July 14, 2009,
among Langford Wind Power, LLC, NRG Texas C&I Supply LLC, NRG
Texas Holding Inc., Reliant Energy Services Texas, LLC and Reliant
Energy Texas Retail, 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 other
Guarantors (as defined in the Indenture referred to herein) 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 “
Supplemental Indenture ” and, together with the Base
Indenture, the “ Indenture ”), dated as of
June 5, 2009, among the Company, the Guarantors named therein
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 Supplemental Indenture, future
unlimited issuances of 8.50% Senior Notes due 2019 (the “
Additional Notes ,” and together with the Initial
Notes, the “ Notes ”);
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, pursuant
to Section 4.17 of the 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, 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 for Additional Guarantees, capitalized terms
used herein without definition shall have the meanings assigned to
them in the Supplemental 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.
1
3. NEW
YORK LAW TO GOVERN . THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE
FOR ADDITIONAL GUARA
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