SECOND SUPPLEMENTAL INDENTURE FOR ADDITIONAL SUBSIDIARY GUARANTEE
Exhibit 4.2
SECOND SUPPLEMENTAL INDENTURE
FOR ADDITIONAL SUBSIDIARY GUARANTEE
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture for Additional Guarantee”), dated as of October 3, 2014, among NRG HQ DG LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), 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 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 “Indenture”), dated as of April 21, 2014 providing for the issuance of 6.25% Senior Notes due 2024 (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 on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and
WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture for Additional Guarantee.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby becomes party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof.
4. No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
5. 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 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.
6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture for Additional Guarantee. Each signed copy shall be an original, but all of them together represent the same agreement.
7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
8. 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 Guarantee or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.
9. Ratification of Indenture; Supplemental Indenture for Additional Guarantee 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 Guarantee 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]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture for Additional Guarantee to be duly executed and attested, all as of the date first above written.
|
|
GUARANTEEING SUBSIDIARY: | |||
|
|
| |||
|
|
NRG HQ DG LLC | |||
|
|
| |||
|
|
|
| ||
|
|
By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
|
|
|
Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
|
|
|
Title: |
Assistant Secretary | |
Signature Page to Second Supplemental Indenture
|
|
ISSUER: | ||
|
|
| ||
|
|
|||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
|
|
|
Name: |
▇▇▇▇▇ ▇▇▇▇▇ |
|
|
|
Title: |
Corporate Secretary |
|
|
| ||
|
|
| ||
|
|
EXISTING GUARANTORS: | ||
|
|
| ||
|
|
▇▇▇▇▇▇ 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 | ||
|
|
▇▇▇▇▇▇▇ POWER LLC | ||
|
|
INDEPENDENCE ENERGY ALLIANCE LLC | ||
|
|
INDEPENDENCE ENERGY NATURAL GAS LLC | ||
|
|
INDIAN RIVER OPERATIONS INC. | ||
|
|
INDIAN RIVER POWER LLC | ||
|
|
KEYSTONE POWER LLC | ||
|
|
▇▇▇▇▇▇▇▇ WIND POWER, LLC | ||
|
|
MERIDEN GAS TURBINES LLC | ||
|
|
MIDDLETOWN POWER LLC | ||
Signature Page to Second Supplemental Indenture
|
|
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 ▇▇▇▇▇▇ 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 DUNKIRK OPERATIONS INC. |
|
|
NRG EL SEGUNDO OPERATIONS INC. |
|
|
NRG ENERGY SERVICES GROUP LLC |
|
|
NRG GENERATION HOLDINGS, INC. |
|
|
NRG HOME & BUSINESS SOLUTIONS LLC |
|
|
NRG HOME SOLUTIONS PRODUCT LLC |
|
|
NRG ▇▇▇▇▇▇▇ OPERATIONS INC. |
|
|
NRG IDENTITY PROTECT LLC |
|
|
NRG ILION LP LLC |
|
|
NRG INTERNATIONAL LLC |
|
|
NRG MEXTRANS INC. |
|
|
NRG MIDATLANTIC AFFILIATE SERVICES INC. |
|
|
NRG MIDDLETOWN OPERATIONS INC. |
|
|
NRG MONTVILLE OPERATIONS INC. |
|
|
NRG NEW JERSEY ENERGY SALES LLC |
|
|
NRG NORTH CENTRAL OPERATIONS INC. |
|
|
NRG NORTHEAST AFFILIATE SERVICES INC. |
|
|
NRG NORWALK HARBOR OPERATIONS INC. |
|
|
NRG OPERATING SERVICES, INC. |
|
|
NRG OSWEGO HARBOR POWER OPERATIONS INC. |
Signature Page to Second Supplemental Indenture
|
|
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 | ||
|
|
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/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
|
|
|
Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
|
|
|
Title: |
Assistant Secretary |
Signature Page to Second Supplemental Indenture
|
|
COTTONWOOD ENERGY COMPANY LP | ||||||
|
|
By: Cottonwood Generating Partners I LLC, its General Partner | ||||||
|
|
| ||||||
|
|
|
| |||||
|
|
|
By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||
|
|
|
|
Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
|
|
|
|
Title: |
Assistant Secretary | |||
|
|
| ||||||
|
|
| ||||||
|
|
COTTONWOOD TECHNOLOGY PARTNERS LP | ||||||
|
|
By: Cottonwood Generating Partners I LLC, its General Partner | ||||||
|
|
| ||||||
|
|
| ||||||
|
|
|
By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||
|
|
|
|
Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
|
|
|
|
Title: |
Assistant Secretary | |||
|
|
| ||||||
|
|
| ||||||
|
|
ELBOW CREEK WIND PROJECT LLC | ||||||
|
|
| ||||||
|
|
| ||||||
|
|
|
By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||
|
|
|
|
Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
|
|
|
|
Title: |
Assistant Secretary | |||
|
|
| ||||||
|
|
| ||||||
|
|
GCP FUNDING COMPANY, LLC | ||||||
|
|
| ||||||
|
|
| ||||||
|
|
By: |
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||||
|
|
|
Name: |
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||||
|
|
|
Title: |
Assistant Secretary | ||||
|
|
| ||||||
|
|
| ||||||
|
|
GREEN MOUNTAIN ENERGY COMPANY | ||||||
|
|
| ||||||
|
|
| ||||||
|
|
By: |
/s/ G. ▇▇▇▇ ▇▇▇▇▇▇ | |||||
|
|
|
Name: |
G. ▇▇▇▇ ▇▇▇▇▇▇ | ||||
|
|
|
Title: |
Vice President, Treasury | ||||
Signature Page to Second Supplemental Indenture
|
|
NRG CONSTRUCTION LLC | |||||
|
|
| |||||
|
|
| |||||
|
|
By: |
/s/ Gaetan Frotte | ||||
|
|
|
Name: |
Gaetan Frotte | |||
|
|
|
Title: |
Vice President and Treasurer | |||
|
|
|
|
| |||
|
|
|
|
| |||
|
|
ACE ENERGY, INC. | |||||
|
|
ALLIED WARRANTY LLC | |||||
|
|
BIDURENERGY, INC. | |||||
|
|
ENERGY CURTAILMENT SPECIALISTS, INC. | |||||
|
|
LONE STAR A/C & APPLIANCE REPAIR, LLC | |||||
|
|
NRG CURTAILMENT SOLUTIONS LLC | |||||
|
|
NRG ENERGY LABOR SERVICES LLC | |||||
|
|
NRG ENERGY SERVICES LLC | |||||
|
|
NRG HOME SOLUTIONS LLC | |||||
|
|
NRG ▇▇▇▇▇ CITY SERVICES LLC | |||||
|
|
NRG MAINTENANCE SERVICES LLC | |||||
|
|
NRG RELIABILITY SOLUTIONS LLC | |||||
|
|
| |||||
|
|
| |||||
|
|
By: |
/s/ Gaetan Frotte | ||||
|
|
|
Name: |
Gaetan Frotte | |||
|
|
|
Title: |
Vice President and Treasurer | |||
|
|
|
|
| |||
|
|
|
|
| |||
|
|
NRG ILION LIMITED PARTNERSHIP | |||||
|
|
By: NRG Rockford Acquisition LLC, its General Partner | |||||
|
|
| |||||
|
|
| |||||
|
|
|
By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
|
|
|
|
Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
|
|
|
|
Title: |
Assistant Secretary | ||
Signature Page to Second Supplemental Indenture
|
|
NRG SOUTH TEXAS LP | |||||||
|
|
By: Texas ▇▇▇▇▇ ▇▇, LLC, its General Partner | |||||||
|
|
| |||||||
|
|
| |||||||
|
|
By: |
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||||||
|
|
|
Name: |
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||||
|
|
|
Title: |
Assistant Secretary | |||||
|
|
|
|
| |||||
|
|
|
|
| |||||
|
|
NRG ENERGY SERVICES INTERNATIONAL INC. | |||||||
|
|
NRG RETAIL NORTHEAST LLC | |||||||
|
|
| |||||||
|
|
By: |
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||||||
|
|
|
Name: |
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||||
|
|
|
Title: |
Assistant Secretary | |||||
|
|
|
|
| |||||
|
|
|
|
| |||||
|
|
TEXAS GENCO SERVICES, LP | |||||||
|
|
By: New ▇▇▇▇▇ ▇▇, LLC, its General Partner | |||||||
|
|
| |||||||
|
|
| |||||||
|
|
|
By: |
/s/ G. ▇▇▇▇ ▇▇▇▇▇▇ | |||||
|
|
|
|
Name: |
G. ▇▇▇▇ ▇▇▇▇▇▇ | ||||
|
|
|
|
Title: |
Vice President and Treasurer | ||||
|
|
| |||||||
|
|
| |||||||
|
|
EVERYTHING ENERGY LLC | |||||||
|
|
RE RETAIL RECEIVABLES, LLC | |||||||
|
|
RELIANT ENERGY NORTHEAST LLC | |||||||
|
|
RELIANT ENERGY POWER SUPPLY LLC | |||||||
|
|
RELIANT ENERGY RETAIL HOLDINGS, LLC | |||||||
|
|
RELIANT ENERGY RETAIL SERVICES, LLC | |||||||
|
|
INDEPENDENCE ENERGY GROUP LLC | |||||||
|
|
| |||||||
|
|
| |||||||
|
|
By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||||
|
|
|
Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||
|
|
|
Title: |
Assistant Secretary | |||||
Signature Page to Second Supplemental Indenture
|
|
ENERGY ALTERNATIVES WHOLESALE, LLC | ||
|
|
▇▇▇▇▇▇▇ PARTNERS, LLC | ||
|
|
▇▇▇▇▇▇▇ POWER PARTNERS LLC | ||
|
|
NEW ▇▇▇▇▇ ▇▇, LLC | ||
|
|
NRG TEXAS ▇▇▇▇▇▇▇ LLC | ||
|
|
NRG TEXAS LLC | ||
|
|
NRG TEXAS POWER LLC | ||
|
|
TEXAS GENCO FINANCING CORP. | ||
|
|
TEXAS GENCO HOLDINGS, INC. | ||
|
|
TEXAS ▇▇▇▇▇ ▇▇, LLC | ||
|
|
TEXAS GENCO OPERATING SERVICES, LLC | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ G. ▇▇▇▇ ▇▇▇▇▇▇ | |
|
|
|
Name: |
G. ▇▇▇▇ ▇▇▇▇▇▇ |
|
|
|
Title: |
Vice President and Treasurer |
|
|
|
|
|
|
|
|
|
|
|
|
LOUISIANA GENERATING LLC | ||
|
|
NRG NEW ROADS HOLDINGS LLC | ||
|
|
NRG TEXAS HOLDING INC. | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ G. ▇▇▇▇ ▇▇▇▇▇▇ | |
|
|
|
Name: |
G. ▇▇▇▇ ▇▇▇▇▇▇ |
|
|
|
Title: |
Treasurer |
|
|
|
|
|
|
|
|
|
|
|
|
TEXAS ▇▇▇▇▇ ▇▇, LLC | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ G. ▇▇▇▇ ▇▇▇▇▇▇ | |
|
|
|
Name: |
G. ▇▇▇▇ ▇▇▇▇▇▇ |
|
|
|
Title: |
Manager |
Signature Page to Second Supplemental Indenture
|
|
LAW DEBENTURE TRUST COMPANY OF NEW YORK, | ||
|
|
as Trustee | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
|
|
|
Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
|
|
|
Title: |
Managing Director |
Signature Page to Second Supplemental Indenture