exv4w9






Exhibit 4.9




     EXECUTION COPY



EIGHTH SUPPLEMENTAL INDENTURE

ADDITIONAL SUBSIDIARY GUARANTEES




     EIGHTH
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture for Additional Guarantees”), dated
as of December 1, 2009, among RRI Energy Channelview LP (the
“Guaranteeing Subsidiary”), a
subsidiary of RRI Energy, Inc. (formerly known as Reliant 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 Wilmington Trust Company, as trustee under the indentures
referred to below (the “Trustee”).



WITNESSETH



WHEREAS, the Company has heretofore executed and delivered to the Trustee a senior indenture (the
“Base Indenture”), dated as of December 22, 2004 with the Trustee, and supplemental indentures
among the Company, the Guarantors listed therein and the Trustee dated as of December 22, 2004,
September 21, 2006, December 1, 2006, June 1, 2009 and August 20, 2009 (the Base Indenture, as so
supplemented, is herein referred to as the “Indenture”) relating to the Company’s 6.75% Senior
Secured Notes due 2014 (the “Notes”) in an original aggregate principal amount of $750.0 million;




     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 “Note Guarantee”); and



     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the other
Guarantors are authorized 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 other 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 Subsidiary hereby becomes a 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
12 of the Supplemental Indenture, including, without limitation, Section 12.02 thereof.



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     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.



Remainder of page intentionally left blank






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



	 	 	 	 	 
	 	RRI ENERGY CHANNELVIEW LP

 	 
	 	 By:  	RRI Energy Channelview (Texas), LLC, its
General Partner
 	 



	 	 	 	 	 
	 	 	 
	 	By:  	 /s/ Andrew C. Johannesen
 	 
	 	 	Name:  	Andrew C. Johannesen 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	RRI ENERGY, INC.

 	 
	 	By:  	/s/ Andrew C. Johannesen
 	 
	 	 	Name:  	Andrew C. Johannesen 	 
	 	 	Title:  	Vice President and Treasurer 	 



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	 	RRI ENERGY ASSET MANAGEMENT, LLC

 	 
	 	By:  	/s/  Matthew E. Greek
 	 
	 	 	Name:  	Matthew E. Greek 	 
	 	 	Title:  	Vice President 	 
	 
	 	

RRI ENERGY BROADBAND, INC.

RRI ENERGY CALIFORNIA HOLDINGS, LLC

RRI ENERGY COMMUNICATIONS, INC.

RRI ENERGY COOLWATER, INC.

RRI ENERGY CORPORATE SERVICES, LLC

RRI ENERGY ELECTRIC SOLUTIONS, LLC

RRI ENERGY ELLWOOD, INC.

RRI ENERGY ETIWANDA, INC.

RRI ENERGY FLORIDA, LLC

RRI ENERGY KEY/CON FUELS, LLC

RRI ENERGY MANDALAY, INC.

RRI ENERGY NORTHEAST GENERATION, INC.

RRI ENERGY NORTHEAST HOLDINGS, INC.

RRI ENERGY ORMOND BEACH, INC.

RRI ENERGY POWER GENERATION, INC.

RRI ENERGY SABINE (DELAWARE), INC.

RRI ENERGY SABINE (TEXAS), INC.

RRI ENERGY SERVICES, INC.

RRI ENERGY SERVICES DESERT BASIN, LLC

RRI ENERGY SOLUTIONS EAST, LLC

RRI ENERGY TRADING EXCHANGE, INC.

RRI ENERGY VENTURES, INC.

RRI ENERGY WHOLESALE GENERATION, LLC





 	 
	 	By:  	                     /s/ Andrew C. Johannesen
 	 
	 	 	Name:  	Andrew C. Johannesen 	 
	 	 	Title:  	Vice President and Treasurer of the corporations and

limited liability companies listed above 	 



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	 	WILMINGTON TRUST COMPANY, as Trustee

 	 
	 	By:  	/s/  Michael  G. Oller
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




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