EIGHTY-NINTH SUPPLEMENTAL INDENTURE
Exhibit 4.7
EIGHTY-NINTH SUPPLEMENTAL INDENTURE
EIGHTY-NINTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 13, 2013, between NRG Energy, Inc., a Delaware corporation (the “Company”), the Guarantors set forth on the signature pages hereto, 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, dated as of February 2, 2006, between the Company and the Trustee (the “Base Indenture”), as supplemented by the Twenty-Second Supplemental Indenture, dated as of June 5, 2009, the Thirty-Sixth Supplemental Indenture, dated as of August 20, 2010, the Forty-Second Supplemental Indenture, dated as of January 26, 2011, the Fiftieth Supplemental Indenture, dated as of May 24, 2011, the Fifty-First Supplemental Indenture, dated as of May 24, 2011, and the Seventieth Supplemental Indenture, dated as of September 24, 2012, each among the Company, the guarantors party thereto and the Trustee, governing the Company’s outstanding series of Notes (collectively, the “Notes Supplemental Indentures” and, together with the Base Indenture, as further amended or supplemented from time to time, the “Indenture”).
WHEREAS, the Base Indenture and the Notes Supplemental Indentures provide that under certain circumstances the Company and the Trustee may amend or supplement the Indenture without the consent of any Holder;
WHEREAS, pursuant to Section 9.1(d) of the Base Indenture, the Trustee and the Company are authorized to amend or supplement the Indenture to make any change that does not adversely affect the legal rights under the Indenture of any Holder; and
WHEREAS, pursuant to Section 9.01(4) of each of the Notes Supplemental Indentures, the Trustee, the Company and the Guarantors are authorized to amend or supplement the Notes Supplemental Indentures to make any change that does not adversely affect the legal rights under the Notes Supplemental Indenture of any Holder.
NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Trustee, the Company and the Guarantors mutually covenant and agree 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 Base Indenture.
2. Amendment to the Base Indenture. Effective upon the date first above written, the second sentence of Section 7.10 of the Base Indenture shall be amended by inserting “and Law Debenture Guarantee Limited collectively” directly after “The Trustee” and by replacing “$25,000,000 as set forth in its most recent published annual report of condition” with “$50,000,000”.
3. Acceptance by the Trustee. The Trustee accepts the amendments to the Base Indenture and the Notes Supplemental Indentures effected by this Supplemental Indenture.
4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE 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.
5. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
6. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
7. Ratification of Indenture; Supplemental Indenture 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 shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall by bound hereby.
[Signatures on following pages]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
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| ISSUER: | ||
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| NRG ENERGY, INC. | ||
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| By: | /s/ Brian Curci | |
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| Name: | Brian Curci |
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| Title: | Corporate Secretary |
Signature Page to Eighty-Ninth Supplemental Indenture
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| GUARANTORS: |
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| ARTHUR KILL POWER LLC |
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| ASTORIA GAS TURBINE POWER LLC |
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| CABRILLO POWER I LLC |
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| CABRILLO POWER II LLC |
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| CONEMAUGH POWER LLC |
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| CONNECTICUT JET POWER LLC |
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| DEVON POWER LLC |
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| DUNKIRK POWER LLC |
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| EASTERN SIERRA ENERGY COMPANY LLC |
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| EL SEGUNDO POWER, LLC |
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| EL SEGUNDO POWER II LLC |
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| ENERGY PROTECTION INSURANCE COMPANY |
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| HUNTLEY POWER LLC |
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| INDIAN RIVER OPERATIONS INC. |
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| INDIAN RIVER POWER LLC |
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| KEYSTONE POWER LLC |
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| MERIDEN GAS TURBINES LLC |
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| MIDDLETOWN POWER LLC |
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| MONTVILLE POWER LLC |
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| NEO CORPORATION |
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| NEO FREEHOLD-GEN LLC |
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| NEO POWER SERVICES INC. |
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| NORWALK POWER LLC |
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| NRG AFFILIATE SERVICES INC. |
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| NRG ARTHUR KILL OPERATIONS INC. |
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| NRG ASTORIA GAS TURBINE OPERATIONS INC. |
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| NRG BAYOU COVE LLC |
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| NRG CABRILLO POWER OPERATIONS INC. |
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| NRG CALIFORNIA PEAKER OPERATIONS LLC |
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| NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC |
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| NRG CONNECTICUT AFFILIATE SERVICES INC. |
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| NRG DEVELOPMENT COMPANY INC. |
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| NRG DEVON OPERATIONS INC. |
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| NRG DUNKIRK OPERATIONS INC. |
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| NRG EL SEGUNDO OPERATIONS INC. |
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| NRG ENERGY SERVICES GROUP LLC |
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| NRG GENERATION HOLDINGS, INC. |
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| NRG HUNTLEY OPERATIONS INC. |
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| NRG ILION LP LLC |
Signature Page to Eighty-Ninth Supplemental Indenture
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| NRG INTERNATIONAL LLC | ||
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| NRG MEXTRANS INC. | ||
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| NRG MIDATLANTIC AFFILIATE SERVICES INC. | ||
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| NRG MIDDLETOWN OPERATIONS INC. | ||
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| NRG MONTVILLE OPERATIONS INC. | ||
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| NRG NORTH CENTRAL OPERATIONS INC. | ||
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| NRG NORTHEAST AFFILIATE SERVICES INC. | ||
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| NRG NORWALK HARBOR OPERATIONS INC. | ||
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| NRG OPERATING SERVICES, INC. | ||
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| NRG OSWEGO HARBOR POWER OPERATIONS INC. | ||
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| NRG PACGEN INC. | ||
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| NRG RETAIL LLC | ||
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| NRG ROCKFORD ACQUISITION LLC | ||
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| NRG SAGUARO OPERATIONS INC. | ||
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| NRG SERVICES CORPORATION | ||
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| NRG SIMPLYSMART SOLUTIONS LLC | ||
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| NRG SOUTH CENTRAL AFFILIATE SERVICES INC. | ||
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| NRG SOUTH CENTRAL GENERATING LLC | ||
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| NRG SOUTH CENTRAL OPERATIONS INC. | ||
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| NRG TEXAS C&I SUPPLY LLC | ||
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| NRG WEST COAST LLC | ||
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| NRG WESTERN AFFILIATE SERVICES INC. | ||
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| O’BRIEN COGENERATION, INC. II | ||
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| ONSITE ENERGY, INC. | ||
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| OSWEGO HARBOR POWER LLC | ||
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| RERH HOLDINGS, LLC | ||
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| SAGUARO POWER LLC | ||
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| SOMERSET OPERATIONS INC. | ||
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| By: | /s/ Lynne Przychodzki | |
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| Name: | Lynne Przychodzki |
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| Title: | Assistant Secretary |
Signature Page to Eighty-Ninth Supplemental Indenture
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| SOMERSET POWER LLC | ||
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| US RETAILERS LLC | ||
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| VIENNA OPERATIONS INC. | ||
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| VIENNA POWER LLC | ||
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| WCP (GENERATION) HOLDINGS LLC | ||
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| WEST COAST POWER LLC | ||
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| CARBON MANAGEMENT SOLUTIONS LLC | ||
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| CLEAN EDGE ENERGY LLC | ||
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| COTTONWOOD DEVELOPMENT LLC | ||
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| COTTONWOOD GENERATING PARTNERS I LLC | ||
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| COTTONWOOD GENERATING PARTNERS II LLC | ||
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| COTTONWOOD GENERATING PARTNERS III LLC | ||
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| ENERGY PLUS HOLDINGS LLC | ||
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| ENERGY PLUS NATURAL GAS LLC | ||
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| GREEN MOUNTAIN ENERGY COMPANY (NY COM) LLC | ||
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| GREEN MOUNTAIN ENERGY COMPANY (NY RES) LLC | ||
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| INDEPENDENCE ENERGY ALLIANCE LLC | ||
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| INDEPENDENCE ENERGY NATURAL GAS LLC | ||
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| LANGFORD WIND POWER, LLC | ||
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| NRG ARTESIAN ENERGY LLC | ||
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| NRG DISPATCH SERVICES LLC | ||
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| NRG HOME & BUSINESS SOLUTIONS LLC | ||
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| NRG HOME SOLUTIONS PRODUCT LLC | ||
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| NRG IDENTITY PROTECT LLC | ||
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| NRG NEW JERSEY ENERGY SALES LLC | ||
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| NRG POWER MARKETING LLC | ||
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| NRG RENTER’S PROTECTION LLC | ||
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| NRG SECURITY LLC | ||
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| NRG UNEMPLOYMENT PROTECTION LLC | ||
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| NRG WARRANTY SERVICES LLC | ||
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| By: | /s/ Lynne Przychodzki | |
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| Name: | Lynne Przychodzki |
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| Title: | Assistant Secretary |
Signature Page to Eighty-Ninth Supplemental Indenture
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| COTTONWOOD ENERGY COMPANY LP | ||
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| By: | Cottonwood Generating Partners I LLC, its General Partner | |
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| By: | /s/ Lynne Przychodzki | |
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| Name: | Lynne Przychodzki |
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| Title: | Assistant Secretary |
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| COTTONWOOD TECHNOLOGY PARTNERS LP | ||
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| By: | Cottonwood Generating Partners I LLC, its General Partner | |
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| By: | /s/ Lynne Przychodzki | |
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| Name: | Lynne Przychodzki |
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| Title: | Assistant Secretary |
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| ELBOW CREEK WIND PROJECT LLC | ||
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| By: | /s/ Lynne Przychodzki | |
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| Name: | Lynne Przychodzki |
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| Title: | Assistant Secretary |
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| GCP FUNDING COMPANY, LLC | ||
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| By: | /s/ G. Gary Garcia | |
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| Name: | G. Gary Garcia |
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| Title: | Manager |
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| GREEN MOUNTAIN ENERGY COMPANY | ||
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| By: | /s/ G. Gary Garcia | |
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| Name: | G. Gary Garcia |
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| Title: | Vice President, Treasury |
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| NRG CONSTRUCTION LLC | ||
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| By: | /s/ Gaetan Frotte | |
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| Name: | Gaetan Frotte |
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| Title: | Vice President and Treasurer |
Signature Page to Eighty-Ninth Supplemental Indenture
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| ALLIED HOME WARRANTY LLC | ||
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| ALLIED HOME WARRANTY GP LLC | ||
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| LONE STAR A/C & APPLIANCE REPAIR, LLC | ||
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| NRG BACKUP GENERATION SERVICES LLC | ||
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| NRG ENERGY LABOR SERVICES LLC | ||
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| NRG ENERGY SERVICES LLC | ||
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| NRG HOMER CITY SERVICES LLC | ||
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| NRG HOME SOLUTIONS LLC | ||
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| NRG MAINTENANCE SERVICES LLC | ||
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| By: | /s/ Gaetan Frotte | |
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| Name: | Gaetan Frotte |
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| Title: | Vice President and Treasurer |
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| NRG ILION LIMITED PARTNERSHIP | ||
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| By: | NRG Rockford Acquisition LLC, its General Partner | |
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| By: | /s/ Lynne Przychodzki | |
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| Name: | Lynne Przychodzki |
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| Title: | Assistant Secretary |
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| NRG SOUTH TEXAS LP | ||
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| By: | Texas Genco GP, LLC, its General Partner | |
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| By: | /s/ G. Gary Garcia | |
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| Name: | G. Gary Garcia |
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| Title: | Vice President and Treasurer |
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| TEXAS GENCO SERVICES, LP | ||
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| By: | New Genco GP, LLC, its General Partner | |
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| By: | /s/ G. Gary Garcia | |
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| Name: | G. Gary Garcia |
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| Title: | Vice President and Treasurer |
Signature Page to Eighty-Ninth Supplemental Indenture
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| EVERYTHING ENERGY LLC | ||
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| RE RETAIL RECEIVABLES, LLC | ||
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| RELIANT ENERGY NORTHEAST LLC | ||
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| RELIANT ENERGY POWER SUPPLY LLC | ||
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| RELIANT ENERGY RETAIL HOLDINGS, LLC | ||
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| RELIANT ENERGY RETAIL SERVICES, LLC | ||
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| INDEPENDENCE ENERGY GROUP LLC | ||
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| By: | /s/ Lynne Przychodzki | |
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| Name: | Lynne Przychodzki |
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| Title: | Secretary |
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| ENERGY ALTERNATIVES WHOLESALE, LLC | ||
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| NEW GENCO GP, LLC | ||
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| NRG TEXAS LLC | ||
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| NRG TEXAS POWER LLC | ||
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| TEXAS GENCO FINANCING CORP. | ||
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| TEXAS GENCO HOLDINGS, INC. | ||
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| TEXAS GENCO OPERATING SERVICES, LLC | ||
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| TEXAS GENCO GP, LLC | ||
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| By: | /s/ G. Gary Garcia | |
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| Name: | G. Gary Garcia |
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| Title: | Vice President and Treasurer |
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| LOUISIANA GENERATING LLC | ||
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| NRG NEW ROADS HOLDINGS LLC | ||
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| NRG TEXAS HOLDING INC. | ||
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| By: | /s/ G. Gary Garcia | |
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| Name: | G. Gary Garcia |
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| Title: | Treasurer |
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| TEXAS GENCO LP, LLC | ||
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| By: | /s/ G. Gary Garcia | |
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| Name: | G. Gary Garcia |
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| Title: | Manager |
Signature Page to Eighty-Ninth Supplemental Indenture
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| LAW DEBENTURE TRUST COMPANY OF NEW YORK, | ||
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| as Trustee | ||
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| By: | /s/ James D. Heaney | |
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| Name: | James D. Heaney |
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| Title: | Managing Director |
Signature Page to Eighty-Ninth Supplemental Indenture
