NINETY-SECOND SUPPLEMENTAL INDENTURE FOR ADDITIONAL SUBSIDIARY GUARANTEES

Exhibit 4.3

NINETY-SECOND SUPPLEMENTAL INDENTURE FOR
ADDITIONAL SUBSIDIARY GUARANTEES

NINETY-SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture for Additional Guarantee”), dated as of May 2, 2013, among NRG Texas Gregory LLC (the “Guaranteeing Subsidiary”), a 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 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 “Initial Notes”), and, subject to the terms of the Forty-Second Supplemental Indenture, future unlimited issuances of 7.625% Senior Notes due 2018 (the “Additional Notes,” and together with the Initial Notes, the “Notes”), as amended by a forty-ninth supplemental indenture, dated as of May 20, 2011, among the Company, the Guarantors party thereto and the Trustee (the “Forty-Ninth Supplemental Indenture”), a fifty-fifth supplemental indenture, dated as of November 8, 2011, among the Company, the Guarantors party thereto and the Trustee (the “Fifty-Fifth Supplemental Indenture”), a sixty-first supplemental indenture, dated as of April 5, 2012, among the Company, the Guarantors party thereto and the Trustee (the “Sixty-First Supplemental Indenture”), a sixty-seventh supplemental indenture, dated as of May 9, 2012, among the Company, the Guarantors party thereto and the Trustee (the “Sixty-Seventh Supplemental Indenture”), a seventy-third supplemental indenture, dated as of October 9, 2012, among the Company, the Guarantors party thereto and the Trustee (the “Seventy-Third Supplemental Indenture”), a seventy-ninth supplemental indenture, dated as of January 3, 2013, among the Company, the Guarantors party thereto and the Trustee (the “Seventy-Ninth Supplemental Indenture”), an eighty-fifth supplemental indenture, dated as of March 13, 2013, among the Company, the Existing Guarantors and the Trustee (the “Eighty-Fifth Supplemental Indenture”), and an eighty-ninth supplemental indenture, dated as of March 13, 2013, among the Company, the Existing Guarantors and the Trustee (the “Eighty-Ninth Supplemental Indenture” and together with the Base Indenture, the Forty-Second Supplemental Indenture, the Forty-Ninth Supplemental Indenture, the Fifty-Fifth Supplemental Indenture, the Sixty-First Supplemental Indenture, the Sixty-Seventh Supplemental Indenture, the Seventy-Third Supplemental Indenture, the Seventy-Ninth Supplemental Indenture and the Eighty-Fifth Supplemental Indenture, the “Indenture”);

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 Guarantee”); and

WHEREAS, pursuant to Section 4.17 of the Forty-Second Supplemental Indenture, the Trustee, the Company and the Existing Guarantors are authorized and required to execute and deliver this Supplemental Indenture for Additional Guarantee.

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 Guarantee, capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.             Agreement to Be Bound; Guarantee.  The Guaranteeing Subsidiary hereby becomes party to the Indenture as 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 the Forty-Second 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 GUARANTEE 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.