SEVENTY-FIFTH SUPPLEMENTAL INDENTURE FOR ADDITIONAL SUBSIDIARY GUARANTEES
Exhibit 4.5
SEVENTY-FIFTH SUPPLEMENTAL INDENTURE FOR
ADDITIONAL SUBSIDIARY GUARANTEES
SEVENTH-FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture for Additional Guarantees”), dated as of October 9, 2012, among Energy Alternatives Wholesale, LLC, NRG Backup Generation Services LLC and NRG Homer City Services LLC (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), each 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 indentures 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 fifty-first supplemental indenture (the “Fifty-First Supplemental Indenture”), dated as of May 24, 2011, among the Company, the Existing Guarantors 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 “Initial Notes”), and, subject to the terms of the Fifty-First Supplemental Indenture, future unlimited issuances of 7.875% Senior Notes due 2021 (the “Additional Notes,” and together with the Initial Notes, the “Notes”), as amended by a fifty-seventh supplemental indenture, dated as of November 8, 2011, among the Company, the Existing Guarantors party thereto and the Trustee (the “Fifty-Seventh Supplemental Indenture”), a sixty-third supplemental indenture, dated as of April 5, 2012, among the Company, the Existing Guarantors party thereto and the Trustee (the “Sixty-Third Supplemental Indenture”), and a sixty-ninth supplemental indenture, dated as of May 9, 2012, among the Company, the Existing Guarantors and the Trustee (the “Sixty-Ninth Supplemental Indenture” and together with the Base Indenture, the Fifty-First Supplemental Indenture, the Fifty-Seventh Supplemental Indenture and the Sixty-Third 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 “Additional Guarantees”); and
WHEREAS, pursuant to Section 4.17 of the Fifty-First 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.
2. Agreement to Be Bound; Guarantee. The Guaranteeing Subsidiaries hereby become parties to the Indenture as Guarantors 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
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agree 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 Subsidiaries shall be deemed Guarantors for purposes of Article 10 of the Fifty-First 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 Subsidiaries 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]
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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.
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| GUARANTEEING SUBSIDIARIES: | ||
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| ENERGY ALTERNATIVES WHOLESALE, LLC | ||
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| By: | /s/ Christopher Sotos | |
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| Name: | Christopher Sotos |
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| Title: | Vice President and Treasurer |
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| NRG BACKUP GENERATION 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 HOMER CITY 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 |
Signature Page to Seventy-Fifth Supplemental Indenture
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| ISSUER: | ||
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| NRG ENERGY, INC. | ||
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| By: | /s/ Christopher Sotos | |
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| Name: | Christopher Sotos |
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| Title: | Vice President and Treasurer |
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| EXISTING 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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| EVERYTHING ENERGY LLC | ||
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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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| LOUISIANA GENERATING 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 | ||
Signature Page to Seventy-Fifth Supplemental Indenture
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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 |
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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 NEW ROADS HOLDINGS LLC |
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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 TEXAS HOLDING INC. |
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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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| RE RETAIL RECEIVABLES, LLC |
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| RELIANT ENERGY NORTHEAST LLC |
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| RELIANT ENERGY POWER SUPPLY, LLC |
Signature Page to Seventy-Fifth Supplemental Indenture
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| RELIANT ENERGY RETAIL HOLDINGS, LLC | ||
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| RELIANT ENERGY RETAIL SERVICES, 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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| 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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| By: | /s/ Christopher Sotos | |
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| Name: | Christopher Sotos |
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| Title: | Treasurer |
Signature Page to Seventy-Fifth Supplemental Indenture
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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 GROUP LLC | ||
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| INDEPENDENCE ENERGY NATURAL GAS LLC | ||
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| LANGFORD WIND POWER, LLC | ||
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| NEW GENCO GP, 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 TEXAS LLC | ||
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| NRG TEXAS POWER LLC | ||
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| NRG UNEMPLOYMENT PROTECTION LLC | ||
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| NRG WARRANTY SERVICES LLC | ||
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| TEXAS GENCO FINANCING CORP. | ||
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| TEXAS GENCO GP, LLC | ||
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| TEXAS GENCO HOLDINGS, INC. | ||
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| TEXAS GENCO OPERATING SERVICES, LLC | ||
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| By: | /s/ Christopher Sotos | |
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| Name: | Christopher Sotos |
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| Title: | Vice President and Treasurer |
Signature Page to Seventy-Fifth Supplemental Indenture
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| COTTONWOOD ENERGY COMPANY LP | ||
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| By: | Cottonwood Generating Partners I LLC, its General | |
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| By: | /s/ Christopher Sotos | |
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| Name: | Christopher Sotos |
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| Title: | Vice President and Treasurer |
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| COTTONWOOD TECHNOLOGY PARTNERS LP | ||
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| By: | Cottonwood Generating Partners I LLC, its General | |
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| By: | /s/ Christopher Sotos | |
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| Name: | Christopher Sotos |
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| Title: | Vice President and Treasurer |
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| ELBOW CREEK WIND PROJECT LLC | ||
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| By: | /s/ Christopher Sotos | |
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| Name: | Christopher Sotos |
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| Title: | Vice President and Controller |
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| GCP FUNDING COMPANY, LLC | ||
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| By: | /s/ Christopher Sotos | |
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| Name: | Christopher Sotos |
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| Title: | Management Board Member |
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| GREEN MOUNTAIN ENERGY COMPANY | ||
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| By: | /s/ Christopher Sotos | |
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| Name: | Christopher Sotos |
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| Title: | Vice President, Treasury |
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| NRG CONSTRUCTION LLC | ||
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| By: | /s/ Rachel Smith | |
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| Name: | Rachel Smith |
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| Title: | Treasurer |
Signature Page to Seventy-Fifth Supplemental Indenture
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| NRG ENERGY LABOR SERVICES LLC | ||
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| NRG ENERGY SERVICES 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/ Christopher Sotos | |
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| Name: | Christopher Sotos |
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| Title: | Treasurer |
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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/ Christopher Sotos | |
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| Name: | Christopher Sotos |
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| Title: | Vice President and Treasurer |
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| TEXAS GENCO LP, LLC | ||
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| By: | /s/ Christopher Sotos | |
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| Name: | Christopher Sotos |
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| Title: | Management Committee Member |
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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/ Christopher Sotos | |
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| Name: | Christopher Sotos |
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| Title: | Treasurer |
Signature Page to Seventy-Fifth 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 Seventy-Fifth Supplemental Indenture
