ONE HUNDRED-SIXTEENTH SUPPLEMENTAL INDENTURE FOR ADDITIONAL SUBSIDIARY GUARANTEES

EX-4.1 2 a15-10307_1ex4d1.htm EX-4.1

Exhibit 4.1

 

ONE HUNDRED-SIXTEENTH SUPPLEMENTAL INDENTURE FOR
ADDITIONAL SUBSIDIARY GUARANTEES

 

ONE-HUNDRED SIXTEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture for Additional Guarantees”), dated as of April 29, 2015, among NRG SPV #1 LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), subsidiary of NRG Energy, Inc., a Delaware corporation (the “Company”), the Company, the Existing Guarantors set forth on the signature pages hereto (the “Existing Guarantors”), and Law Debenture Trust Company of New York, as trustee under the Indenture referred to below (the “Trustee”).

 

W I T N E S S E T H

 

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 (i) a thirty-sixth supplemental indenture (the “Thirty-Sixth Supplemental Indenture”), dated as of August 20, 2010, among the Company, the Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $1,100 million of 8.25% Senior Notes due 2020 (the “2020 Initial Notes”), and, subject to the terms of the Thirty-Sixth Supplemental Indenture, future unlimited issuances of 8.25% Senior Notes due 2020 (the “2020 Additional Notes,” and together with the 2020 Initial Notes, the “2020 Notes”), (ii) a forty-second supplemental indenture (the “Forty-Second Supplemental Indenture”), dated as of January 26, 2011, among the Company, the Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $1,200 million of 7.625% Senior Notes due 2018 (the “2018 Initial Notes”), and, subject to the terms of the Forty-Second Supplemental Indenture, future unlimited issuances of 7.625% Senior Notes due 2018 (the “2018 Additional Notes,” and together with the 2018 Initial Notes, the “2018 Notes”), (iii) a fifty-first supplemental indenture (the “Fifty-First Supplemental Indenture”), dated as of May 24, 2011, among the Company, the Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $1,200 million of 7.875% Senior Notes due 2021 (the “2021 Initial Notes”), and, subject to the terms of the Fifty-First Supplemental Indenture, future unlimited issuances of 7.875% Senior Notes due 2021 (the “2021 Additional Notes,” and together with the 2021 Initial Notes, the “2021 Notes”), (iv) a seventieth supplemental indenture (the “Seventieth Supplemental Indenture”), dated as of September 24, 2012, among the Company, the Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $990 million of 6.625% Senior Notes due 2023 (the “2023 Initial Notes”), and, subject to the terms of the Seventieth Supplemental Indenture, future unlimited issuances of 6.625% Senior Notes due 2023 (the “2023 Additional Notes,” and together with the 2023 Initial Notes, the “2023 Notes”), and (v) a one hundred-ninth supplemental indenture (the “One Hundred-Ninth Supplemental Indenture” and, collectively with the Base Indenture, the Thirty-Sixth Supplemental Indenture, the Forty-Second Supplemental Indenture, the Fifty-First Supplemental Indenture and the Seventieth Supplemental Indenture, each as further supplemented and amended to the date hereof, the “Indenture”), dated as of January 27, 2014, among the Company, the Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $1,100 million of 6.250% Senior Notes due 2022 (the “2022 Initial Notes”), and, subject to the terms of the One Hundred-Ninth Supplemental Indenture, future unlimited issuances of 6.250% Senior Notes due 2022 (the “2022 Additional Notes,” and together with the 2022 Initial Notes, the “2022 Notes,” which, collectively with the 2020 Notes, the 2018 Notes, the 2021 Notes and the 2023 Notes, are referred to herein as the “Notes”);

 

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary 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 each of the Thirty-Sixth Supplemental Indenture, the Forty-Second Supplemental Indenture, the Fifty-First Supplemental Indenture and the Seventieth Supplemental Indenture, and Section 4.16 of the One Hundred-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 Subsidiary, 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.

 

2.                                      Agreement to Be Bound; Guarantees. The Guaranteeing Subsidiary hereby becomes party to the 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 Subsidiary hereby agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the Obligations and agreements of a Guarantor under the Indenture.  In furtherance of the foregoing, the Guaranteeing Subsidiary shall be deemed a Guarantor for purposes of Article 10 of each of the Thirty-Sixth Supplemental Indenture, the Forty-Second Supplemental Indenture, the Fifty-First Supplemental Indenture, the Seventieth Supplemental Indenture and the One Hundred-Ninth Supplemental Indenture, including, without limitation, Section 10.02 thereof.

 

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 GUARANTEES BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

 

4.                                      Counterparts. The parties may sign any number of copies of this Supplemental Indenture for Additional Guarantees.  Each signed copy shall be an original, but all of them together represent the same agreement.

 

5.                                      Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

 

6.                                      The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture for Additional Guarantees or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

 

7.                                      Ratification of Indenture; Supplemental Indenture for Additional Guarantees Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby.

 

[Signatures on following pages]

 

2



 

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture for Additional Guarantees to be duly executed and attested, all as of the date first above written.

 

 

GUARANTEEING SUBSIDIARY:

 

 

 

NRG SPV #1 LLC

 

 

 

 

 

By:

/s/ G. Gary Garcia

 

 

Name:

G. Gary Garcia

 

 

Title:

Vice President and Treasurer

 

Signature Page to One Hundred-Sixteenth Supplemental Indenture

 



 

 

ISSUER:

 

 

 

NRG ENERGY, INC.

 

 

 

 

 

By:

/s/ Brian Curci

 

 

Name:

Brian Curci

 

 

Title:

Corporate Secretary

 

 

 

 

 

EXISTING GUARANTORS:

 

 

 

ARTHUR KILL POWER LLC

 

ASTORIA GAS TURBINE POWER LLC

 

BAYOU COVE PEAKING POWER, LLC

 

CABRILLO POWER I LLC

 

CABRILLO POWER II LLC

 

CARBON MANAGEMENT SOLUTIONS LLC

 

CIRRO ENERGY SERVICES, INC.

 

CIRRO GROUP, INC.

 

CLEAN EDGE ENERGY LLC

 

CONEMAUGH POWER LLC

 

CONNECTICUT JET POWER LLC

 

COTTONWOOD DEVELOPMENT LLC

 

COTTONWOOD GENERATING PARTNERS I LLC

 

COTTONWOOD GENERATING PARTNERS II LLC

 

COTTONWOOD GENERATING PARTNERS III LLC

 

DEVON POWER LLC

 

DUNKIRK POWER LLC

 

EASTERN SIERRA ENERGY COMPANY LLC

 

EL SEGUNDO POWER, LLC

 

EL SEGUNDO POWER II LLC

 

ENERGY PLUS HOLDINGS LLC

 

ENERGY PLUS NATURAL GAS LLC

 

ENERGY PROTECTION INSURANCE COMPANY

 

EVERYTHING ENERGY LLC

 

HUNTLEY POWER LLC

 

INDEPENDENCE ENERGY ALLIANCE LLC

 

INDEPENDENCE ENERGY GROUP LLC

 

INDEPENDENCE ENERGY NATURAL GAS LLC

 

INDIAN RIVER OPERATIONS INC.

 

INDIAN RIVER POWER LLC

 

KEYSTONE POWER LLC

 

LANGFORD WIND POWER, LLC

 

Signature Page to One Hundred-Sixteenth Supplemental Indenture

 



 

 

MERIDEN GAS TURBINES LLC

 

MIDDLETOWN POWER LLC

 

MONTVILLE POWER LLC

 

NEO CORPORATION

 

NEO FREEHOLD-GEN LLC

 

NEO POWER SERVICES INC.

 

NORWALK POWER LLC

 

NRG AFFILIATE SERVICES INC.

 

NRG ARTESIAN ENERGY LLC

 

NRG ARTHUR KILL OPERATIONS INC.

 

NRG ASTORIA GAS TURBINE OPERATIONS INC.

 

NRG BAYOU COVE LLC

 

NRG BUSINESS SOLUTIONS LLC

 

NRG CABRILLO POWER OPERATIONS INC.

 

NRG CALIFORNIA PEAKER OPERATIONS LLC

 

NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC

 

NRG CONNECTICUT AFFILIATE SERVICES INC.

 

NRG DEVELOPMENT COMPANY INC.

 

NRG DEVON OPERATIONS INC.

 

NRG DISPATCH SERVICES LLC
NRG DISTRIBUTED GENERATION PR LLC

 

NRG DUNKIRK OPERATIONS INC.

 

NRG EL SEGUNDO OPERATIONS INC.
NRG ENERGY EFFICIENCY-P LLC
NRG ENERGY EFFICIENCY-L LLC

 

NRG ENERGY LABOR SERVICES GROUP LLC
NRG ENERGY SERVICES GROUP LLC

 

NRG GENERATION HOLDINGS, INC.

 

NRG HOME & BUSINESS SOLUTIONS LLC

 

NRG HOME SOLUTIONS PRODUCT LLC

 

NRG HQ DG LLC

 

NRG HUNTLEY OPERATIONS INC.

 

NRG IDENTITY PROTECT LLC

 

NRG ILION LP LLC

 

NRG INTERNATIONAL LLC
NRG MAINTENANCE SERVICES LLC

 

NRG MEXTRANS INC.

 

NRG MIDATLANTIC AFFILIATE SERVICES INC.

 

NRG MIDDLETOWN OPERATIONS INC.

 

NRG MONTVILLE OPERATIONS INC.

 

NRG NORTH CENTRAL OPERATIONS INC.

 

Signature Page to One Hundred-Sixteenth Supplemental Indenture

 



 

 

NRG NORTHEAST AFFILIATE SERVICES INC.

 

NRG NORWALK HARBOR OPERATIONS INC.

 

NRG OPERATING SERVICES, INC.

 

NRG OSWEGO HARBOR POWER OPERATIONS INC.

 

NRG PACGEN INC.

 

NRG PORTABLE POWER LLC

 

NRG POWER MARKETING LLC

 

NRG RENTER’S PROTECTION LLC

 

NRG RETAIL LLC

 

NRG ROCKFORD ACQUISITION LLC

 

NRG SAGUARO OPERATIONS INC.

 

NRG SECURITY LLC

 

NRG SERVICES CORPORATION

 

NRG SIMPLYSMART SOLUTIONS LLC

 

NRG SOUTH CENTRAL AFFILIATE SERVICES INC.

 

NRG SOUTH CENTRAL GENERATING LLC

 

NRG SOUTH CENTRAL OPERATIONS INC.

 

NRG TEXAS C&I SUPPLY LLC

 

NRG WARRANTY SERVICES LLC

 

NRG WEST COAST LLC

 

NRG WESTERN AFFILIATE SERVICES INC.

 

O’BRIEN COGENERATION, INC. II

 

ONSITE ENERGY, INC.

 

OSWEGO HARBOR POWER LLC

 

RERH HOLDINGS, LLC

 

RE RETAIL RECEIVABLES, LLC

 

RELIANT ENERGY NORTHEAST LLC

 

RELIANT ENERGY POWER SUPPLY LLC

 

RELIANT ENERGY RETAIL HOLDINGS, LLC

 

RELIANT ENERGY RETAIL SERVICES, LLC

 

SAGUARO POWER LLC

 

SOMERSET OPERATIONS INC.

 

SOMERSET POWER LLC

 

US RETAILERS LLC

 

VIENNA OPERATIONS INC.

 

VIENNA POWER LLC

 

WCP (GENERATION) HOLDINGS LLC

 

WEST COAST POWER LLC

 

 

 

By:

/s/ Lynne Wittkamp

 

 

Name:

Lynne Wittkamp

 

 

Title:

Assistant Secretary

 

Signature Page to One Hundred-Sixteenth Supplemental Indenture

 



 

 

COTTONWOOD ENERGY COMPANY LP

 

By: Cottonwood Generating Partners I LLC, its General Partner

 

 

 

 

 

 

By:

/s/ Lynne Wittkamp

 

 

 

Name:

Lynne Wittkamp

 

 

 

Title:

Assistant Secretary

 

 

 

COTTONWOOD TECHNOLOGY PARTNERS LP

 

By: Cottonwood Generating Partners I LLC, its General Partner

 

 

 

 

 

 

By:

/s/ Lynne Wittkamp

 

 

 

Name:

Lynne Wittkamp

 

 

 

Title:

Assistant Secretary

 

 

 

FORWARD HOME SECURITY, LLC

 

GCP FUNDING COMPANY, LLC

 

NRG ENERGY SERVICES INTERNATIONAL INC.

 

NRG RETAIL NORTHEAST LLC

 

NRG CONNECTED HOME LLC

 

 

 

 

 

By:

/s/ Elizabeth McCormack

 

 

Name:

Elizabeth McCormack

 

 

Title:

Assistant Secretary

 

Signature Page to One Hundred-Sixteenth Supplemental Indenture

 



 

 

ACE ENERGY, INC.

 

ALLIED WARRANTY LLC

 

BIDURENERGY, INC.

 

ENERGY CURTAILMENT SPECIALISTS, INC.

 

NRG CURTAILMENT SOLUTIONS LLC

 

NRG CONSTRUCTION LLC

 

NRG ENERGY SERVICES LLC

 

NRG HOME SERVICES LLC

 

NRG HOME SOLUTIONS LLC

 

NRG HOMER CITY SERVICES LLC

 

NRG RELIABILITY SOLUTIONS LLC

 

 

 

 

 

By:

/s/ Elizabeth McCormack

 

 

Name:

Elizabeth McCormack

 

 

Title:

Assistant Secretary

 

 

 

 

 

NRG ILION LIMITED PARTNERSHIP

 

By: NRG Rockford Acquisition LLC, its General Partner

 

 

 

 

 

 

By:

/s/ Lynne Wittkamp

 

 

 

Name:

Lynne Wittkamp

 

 

 

Title:

Assistant Secretary

 

 

 

NRG SOUTH TEXAS LP

 

By: Texas Genco GP, LLC, its General Partner

 

 

 

 

 

By:

/s/ Elizabeth McCormack

 

 

Name:

Elizabeth McCormack

 

 

Title:

Assistant Secretary

 

 

 

 

 

TEXAS GENCO SERVICES, LP

 

By: New Genco GP, LLC, its General Partner

 

 

 

 

 

 

By:

/s/ G. Gary Garcia

 

 

 

Name:

G. Gary Garcia

 

 

 

Title:

Vice President and Treasurer

 

Signature Page to One Hundred-Sixteenth Supplemental Indenture

 



 

 

ENERGY ALTERNATIVES WHOLESALE, LLC

 

GREEN MOUNTAIN ENERGY COMPANY

 

GREGORY PARTNERS, LLC

 

GREGORY POWER PARTNERS LLC

 

NEW GENCO GP, LLC

 

NRG BUSINESS SERVICES LLC

 

NRG TEXAS GREGORY LLC

 

NRG TEXAS LLC

 

NRG TEXAS POWER LLC

 

TEXAS GENCO FINANCING CORP.

 

TEXAS GENCO HOLDINGS, INC.

 

TEXAS GENCO GP, LLC

 

TEXAS GENCO OPERATING SERVICES, LLC

 

 

 

 

 

By:

/s/ G. Gary Garcia

 

 

Name:

G. Gary Garcia

 

 

Title:

Vice President and Treasurer

 

 

 

LOUISIANA GENERATING LLC

 

NRG NEW ROADS HOLDINGS LLC

 

NRG TEXAS HOLDING INC.

 

 

 

 

 

By:

/s/ G. Gary Garcia

 

 

Name:

G. Gary Garcia

 

 

Title:

Treasurer

 

 

 

TEXAS GENCO LP, LLC

 

 

 

 

 

By:

/s/ G. Gary Garcia

 

 

Name:

G. Gary Garcia

 

 

Title:

Manager

 

Signature Page to One Hundred-Sixteenth Supplemental Indenture

 



 

 

LAW DEBENTURE TRUST COMPANY OF NEW YORK,

 

as Trustee

 

 

 

 

 

By:

/s/ James D. Heaney

 

 

Name:

James D. Heaney

 

 

Title:

Managing Director

 

Signature Page to One Hundred-Sixteenth Supplemental Indenture