Exhibit 4.2


 


Execution Version


 


 






NRG ENERGY, INC.


 


AND EACH OF THE GUARANTORS PARTY HERETO


 


2.000% SENIOR SECURED FIRST LIEN NOTES DUE
2025


 


2.450% SENIOR SECURED FIRST LIEN NOTES DUE
2027


 





 



 


SUPPLEMENTAL INDENTURE


 


Dated as of December 2, 2020


 





 



 


 


 






 


Deutsche Bank Trust


 


Company Americas


 


Trustee


 





 



 





 



 






    


    


    

 


Table of Contents


 


Page


 


	Article 1
	DEFINITIONS AND INCORPORATION
	BY REFERENCE
	 
	Section 1.01	Definitions	1
	Section 1.02	Other Definitions	23
	Section 1.03	[Reserved]	24
	Section 1.04	Rules of Construction	24
	Section 1.05	Relationship with Base Indenture	24
	 	 	 
	Article 2
	THE NOTES
	 
	Section 2.01	Form and Dating	25
	Section 2.02	Execution and Authentication	26
	Section 2.03	Holder Lists	26
	Section 2.04	Transfer and Exchange	26
	Section 2.05	Issuance of Additional Notes	38
	Section 2.06	Interest Rate Step Up of 2027 Notes	38
	 	 	 
	Article 3
	REDEMPTION AND PREPAYMENT
	 
	Section 3.01	Notices to Trustee	39
	Section 3.02	Selection of Notes to Be Redeemed or Purchased	39
	Section 3.03	Notice of Redemption	40
	Section 3.04	Effect of Notice of Redemption	41
	Section 3.05	Deposit of Redemption or Purchase Price	41
	Section 3.06	Notes Redeemed or Purchased in Part	41
	Section 3.07	Optional Redemption	42
	Section 3.08	Mandatory Redemption	43
	 	 	 
	Article 4
	COVENANTS
	 
	Section 4.01	Payment of Notes	43
	Section 4.02	Maintenance of Office or Agency	43
	Section 4.03	Reports	44
	Section 4.04	Compliance Certificate	45
	Section 4.05	Taxes	45
	Section 4.06	Stay, Extension and Usury Laws	45
	Section 4.07	Liens	45
	Section 4.08	Corporate Existence	46
	Section 4.09	Offer to Repurchase Upon Change of Control Triggering Event	47
	Section 4.10	Additional Subsidiary Guarantees	49
	 	 	 
	Article 5
	SUCCESSORS
	 
	Section 5.01	Merger, Consolidation or Sale of Assets	49
	Section 5.02	Successor Corporation Substituted	51



 






    i


    


    

 


	Article 6
	DEFAULTS AND REMEDIES
	 
	Section 6.01	Events of Default	51
	Section 6.02	Acceleration	55
	Section 6.03	Other Remedies	55
	Section 6.04	Waiver of Past Defaults	55
	Section 6.05	Control by Majority	55
	Section 6.06	Limitation on Suits	56
	Section 6.07	Rights of Holders of Notes to Receive Payment	56
	Section 6.08	Collection Suit by Trustee	56
	Section 6.09	Trustee May File Proofs of Claims	57
	Section 6.10	Priorities	57
	Section 6.11	Undertaking for Costs	57
	 	 	 
	Article 7
	TRUSTEE
	 
	Section 7.01	Compensation and Indemnity	58
	 	 	 
	Article 8
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 
	Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	59
	Section 8.02	Legal Defeasance and Discharge	59
	Section 8.03	Covenant Defeasance	60
	Section 8.04	Conditions to Legal or Covenant Defeasance	60
	Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	61
	Section 8.06	Repayment to Company	62
	Section 8.07	Reinstatement	62
	 	 	 
	Article 9
	AMENDMENT, SUPPLEMENT AND WAIVER
	 
	Section 9.01	Without Consent of Holders of Notes	63
	Section 9.02	With Consent of Holders of Notes	64
	Section 9.03	[Reserved]	66
	Section 9.04	Revocation and Effect of Consents	66
	Section 9.05	Notation on or Exchange of Notes	66
	Section 9.06	Trustee to Sign Amendments,etc.	66
	 	 	 
	Article 10
	SUBSIDIARY GUARANTEES
	 
	Section 10.01	Guarantee	67
	Section 10.02	Limitation on Guarantor Liability	68
	Section 10.03	Execution and Delivery of Subsidiary Guarantee	68
	Section 10.04	Guarantors May Consolidate, etc., on Certain Terms	68
	Section 10.05	Releases	69
	 	 	 
	Article 11
	SATISFACTION AND DISCHARGE
	 
	Section 11.01	Satisfaction and Discharge	70
	Section 11.02	Application of Trust Money	71



 






    ii


     


    

 


	Article 12
	MISCELLANEOUS
	 
	Section 12.01	[Reserved]	72
	Section 12.02	Notices	72
	Section 12.03	[Reserved]	73
	Section 12.04	No Personal Liability of Directors, Officers, Employees and Stockholders	73
	Section 12.05	Governing Law	73
	Section 12.06	No Adverse Interpretation of Other Agreements	73
	Section 12.07	Successors	73
	Section 12.08	Severability	74
	Section 12.09	Counterpart Originals	74
	Section 12.10	Table of Contents, Headings,etc.	74
	 	 	 
	EXHIBITS
	 
	Exhibit A	FORM OF NOTE	 
	Exhibit B	FORM OF CERTIFICATE OF TRANSFER	 
	Exhibit C	FORM OF CERTIFICATE OF EXCHANGE	 
	Exhibit D	FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR	 
	Exhibit E	FORM OF SUPPLEMENTAL INDENTURE—ADDITIONAL SUBSIDIARY GUARANTEE	 


 






    iii


    


    

 


SUPPLEMENTAL INDENTURE,
dated as of December 2, 2020, by and among NRG Energy, Inc., a Delaware corporation (the “Company”),
the Guarantors (as defined herein) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).


 


The Company has heretofore
executed and delivered to the Trustee an Indenture, dated as of December 2, 2020 (the “Base Indenture”),
providing for the issuance from time to time of one or more series of the Company’s securities.


 


The Company and the
Guarantors desire and have requested the Trustee, pursuant to Section 9.01 of the Base Indenture, to join with them in the
execution and delivery of this Supplemental Indenture in order to supplement the Base Indenture as and to the extent set forth
herein to provide for the issuance and terms of the Notes (as defined below).


 


Section 9.01 of
the Base Indenture provides that the Company and the Trustee, without the consent of any holders of the Company’s Securities,
may amend or waive certain terms and covenants in the Indenture as otherwise permitted under the Base Indenture.


 


The execution and delivery
of this Supplemental Indenture has been duly authorized by a Board Resolution of the Company and each of the Guarantors.


 


All conditions and
requirements necessary to make this Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have
been performed and fulfilled by the parties hereto and the execution and delivery thereof have been in all respects duly authorized
by the parties hereto.


 


The Company, the Guarantors
and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined
herein) of the 2.000% Senior Secured First Lien Notes due 2025 (the “2025 Notes”) and 2.450% Senior Secured
First Lien Notes due 2027 (the “2027 Notes” and, together with the 2025 Notes, the “Notes”):


 


Article 1

DEFINITIONS AND INCORPORATION

BY REFERENCE


 


Section 1.01         Definitions.


 


For all purposes of
this Supplemental Indenture, the following terms will have the respective meanings set forth in this Section 1.01.


 


“144A Global
Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Legend and the
Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that
will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.


 


“Additional
Indebtedness” means Indebtedness of the Company for borrowed money (excluding Indebtedness under the Credit Agreement)
under any debt securities or term loans broadly syndicated to institutional investors in a principal amount in excess of $300.0
million.


 






    1


     


    

 


“Additional
Notes” means additional Notes of a Series (other than the Initial Notes of such Series) issued from time to time
under this Supplemental Indenture in accordance with Section 2.05 hereof, as part of the same Series as the Initial
Notes of such Series.


 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition, “control,” as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies
of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial
ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms
 “controlling,” “controlled by” and “under common control with” have correlative meanings.


 


“Agent”
means any Registrar, co-registrar, Paying Agent or additional paying agent.


 


“Aggregate
Secured Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Company and
the Guarantors secured by Liens on any property or assets of the Company or any of the Guarantors (other than Permitted Post-Release
Liens) in the amount that would be reflected on a balance sheet prepared at such time on a consolidated basis in accordance with
GAAP; provided that (i) Aggregate Secured Debt will include only the amount of payments that the Company or any of
the Guarantors is required to make, on the date Aggregate Secured Debt is being determined, as a result of any early termination
or similar event on such date of determination and (ii) for the avoidance of doubt, Aggregate Secured Debt will not include
the undrawn amount of any outstanding letters of credit.


 


“Applicable
Laws” means, as to any Person, any law, rule, regulation, ordinance or treaty, or any determination, ruling or other
directive by or from a court, arbitrator or other governmental authority, including the Electric Reliability Council of Texas,
or any other entity succeeding thereto, in each case applicable to or binding on such Person or any of its property or assets or
to which such Person or any of its property or assets is subject.


 


“Applicable
Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.


 


“Bankruptcy
Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.


 


“Base Indenture”
has the meaning set forth in the preamble to this Supplemental Indenture, as amended, supplemented or otherwise modified from
time to time in accordance with the terms thereof.


 


“Beneficial
Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act. The terms
 “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.


 






    2


     


    

 


“Board of
Directors” means:


 


(1)            with
respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf
of such board;


 


(2)            with
respect to a partnership, the Board of Directors of the general partner of the partnership;


 


(3)            with
respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof;
and


 


(4)            with
respect to any other Person, the board or committee of such Person serving a similar function.


 


“Board Resolution”
means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been adopted by the
Board of Directors or pursuant to authorization by the Board of Directors and to be in full force and effect on the date of the
certificate and delivered to the Trustee.


 


“Business
Day” means any day other than a Legal Holiday.


 


“Capital Lease
Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease
that would at that time be required to be capitalized on a balance sheet in accordance with GAAP, and the Stated Maturity thereof
shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such
lease may be prepaid by the lessee without payment of a penalty.


 


“Capital Stock”
means:


 


(1)            in
the case of a corporation, corporate stock;


 


(2)            in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;


 


(3)            in
the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests;
and


 


(4)            any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions
of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether
or not such debt securities include any right of participation with Capital Stock.


 


“Change of
Control” means the occurrence of any of the following:


 


(1)            the
direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken
as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act, but excluding any
employee benefit plan of the Company or any of its Subsidiaries, and any person or entity acting in its capacity as trustee, agent
or other fiduciary or administrator of such plan); or


 






    3


     


    

 


(2)            the
consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person”
(as defined above), other than a corporation owned directly or indirectly by the stockholders of the Company in substantially the
same proportion as their ownership of stock of the Company prior to such transaction, becomes the Beneficial Owner, directly or
indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares.


 


“Change of
Control Triggering Event” means, with respect to Notes of a Series, (i) a Change of Control has occurred and (ii) the
Notes of such Series are downgraded by both Rating Agencies on any date during the 60-day period commencing after the earlier
of (a) the occurrence of a Change of Control and (b) public disclosure by the Company of the occurrence of a Change of
Control or the Company’s intention to effect a Change of Control; provided, however, that a particular reduction in rating
will not be deemed to have occurred in respect of a particular Change of Control (and thus will not constitute a Change of Control
Triggering Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce
or publicly confirm or inform the Trustee in writing at the Company’s or the Trustee’s request that such downgrade
was the result of the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of
such downgrade); provided further that no Change of Control Triggering Event shall occur if following such downgrade, (x) the
Notes of such Series are rated Investment Grade by both Rating Agencies or (y) the ratings of the Notes of such Series by
both Rating Agencies are equal to or better than their respective ratings on the Issue Date.


 


“Clearstream”
means Clearstream Banking, S.A.


 


“Collateral
Agreement” means the Second Amended and Restated Guarantee and Collateral Agreement, dated as of June 30, 2016,
among the Company, each Subsidiary of the Company party thereto, the Collateral Trustee, Citicorp North America, as collateral
agent, and the other parties thereto from time to time, as amended, amended and restated, supplemented, waived, modified, renewed
or replaced from time to time.


 


“Collateral
Trust Agreement” means the Second Amended and Restated Collateral Trust Agreement dated as of July 1, 2011 among
the Company, the other Grantors, Deutsche Bank Trust Company Americas, as the Priority Collateral Trustee and Second Lien Collateral
Trustee, and the other persons party thereto (as amended, including pursuant to the amendments dated as of February 6, 2013,
June 4, 2013 and August 20, 2020, and the Collateral Trust Joinder, dated as of November 20, 2020, and as further
amended, amended and restated, supplemented, waived, modified, renewed or replaced from time to time).


 


“Collateral
Trustee” means each of the Priority Collateral Trustee and the Second Lien Collateral Trustee, or both, as the context
may require.


 






    4


     


    

 


“Commodity
Hedging Agreements” means certain specified commodity hedging agreements identified in the Credit Agreement and any other
agreement (including each confirmation or transaction entered into or consummated pursuant to any Master Agreement) providing for
swaps, caps, collars, puts, calls, floors, futures, options, spots, forwards, any physical or financial commodity contracts or
agreements, power purchase, sale or exchange agreements, fuel purchase, sale, exchange or tolling agreements, emissions and other
environmental credit purchase or sales agreements, power transmission agreements, fuel transportation agreements, fuel storage
agreements, netting agreements, commercial or trading agreements, capacity agreements or weather derivatives agreements, each with
respect to, or involving the purchase, exchange (including an option to purchase or exchange), transmission, distribution, sale,
lease, transportation, storage, processing or hedge of (whether physical, financial, or a combination thereof), any Covered Commodity,
service or risk, price or price indices for any such Covered Commodities, services or risks or any other similar agreements, any
renewable energy credits, emission, carbon and other environmental credits and any other credits, assets or attributes, howsoever
entitled or designated, including related to any “cap and trade”, renewable portfolio standard or similar program with
an economic value, and any other similar agreements, in each case, entered into by the Company or any other Grantor.


 


“Commodity
Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under a Commodity Hedging
Agreement.


 


“Company”
means NRG Energy, Inc., and any and all successors thereto.


 


“Consolidated
Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for
such period plus, without duplication:


 


(1)            an
amount equal to any extraordinary loss (including any loss on the extinguishment or conversion of Indebtedness or any net loss
on the disposition of assets), to the extent such losses were deducted in computing such Consolidated Net Income; plus


 


(2)            provision
for taxes based on income or profits of such Person and its Subsidiaries for such period, to the extent that such provision for
taxes was deducted in computing such Consolidated Net Income; plus


 


(3)            the
Fixed Charges of such Person and its Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing
such Consolidated Net Income; plus


 


(4)            any
expenses or charges related to any equity offering, investment, acquisition, disposition, recapitalization or Indebtedness permitted
to be incurred by this Indenture including a refinancing thereof (whether or not successful), including such fees, expenses or
charges related to the offering of the Notes and the Credit Agreement, and deducted in computing Consolidated Net Income; plus


 


(5)            any
professional and underwriting fees related to any equity offering, investment, acquisition, recapitalization or Indebtedness permitted
to be incurred under this Indenture and, in each case, deducted in such period in computing Consolidated Net Income; plus


 






    5


     


    

 


(6)            the
amount of any minority interest expense deducted in calculating Consolidated Net Income (less the amount of any cash dividends
paid to the holders of such minority interests); plus


 


(7)            any
non-cash gain or loss attributable to mark-to-market adjustments in connection with Hedging Obligations; plus


 


(8)            without
duplication, any writeoffs, writedowns or other non-cash charges reducing Consolidated Net Income for such period, excluding any
such charge that represents an accrual or reserve for a cash expenditure for a future period; plus


 


(9)            all
items classified as extraordinary, unusual or nonrecurring non-cash losses or charges (including, without limitation, severance,
relocation and other restructuring costs), and related tax effects according to GAAP to the extent such non-cash charges or losses
were deducted in computing such Consolidated Net Income; plus


 


(10)          depreciation,
depletion, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid
in a prior period) and other non-cash charges and expenses (excluding any such non-cash expense to the extent that it represents
an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior
period) of such Person and its Subsidiaries for such period to the extent that such depreciation, depletion, amortization and other
non-cash expenses were deducted in computing such Consolidated Net Income; minus


 


(11)          non-cash
items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business;
in each case, on a consolidated basis and determined in accordance with GAAP (including, without limitation, any increase in amortization
or depreciation or other non-cash charges resulting from the application of purchase accounting in relation to any acquisition
that is consummated after the Issue Date); minus


 


(12)          interest
income for such period.


 


“Consolidated
Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person
and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:


 


(1)            the
Net Income of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting will be included
only to the extent of the amount of dividends or similar distributions (including pursuant to other intercompany payments but excluding
concurrent cash distributions) paid in cash to the specified Person or a Subsidiary of the Person;


 


(2)            the
cumulative effect of a change in accounting principles will be excluded;


 


(3)            any
net after-tax non-recurring or unusual gains, losses (less all fees and expenses relating thereto) or other charges or revenue
or expenses (including, without limitation, relating to severance, relocation and one-time compensation charges) shall be excluded;


 






    6


     


    

 


(4)            any
non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or
other rights to officers, directors or employees shall be excluded, whether under FASB 123R or otherwise;


 


(5)            any
net after-tax income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed
or discontinued operations shall be excluded;


 


(6)            any
gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions shall be excluded; and


 


(7)            any
impairment charge or asset write-off pursuant to Financial Accounting Statement No. 142 and No. 144 or any successor
pronouncement shall be excluded.


 


“Consolidated
Net Tangible Assets” means the total consolidated assets of the Company and its Subsidiaries, less the sum of goodwill
and other intangible assets, in each case determined on a consolidated basis in accordance with GAAP, as shown on the most recent
balance sheet of the Company.


 


“continuing”
means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.


 


“Corporate
Trust Office of the Trustee” means (i) for purposes of surrender, transfer or exchange of any Note, Deutsche Bank
Trust Company Americas, c/o DB Services Americas, Inc., 5022 Gate Parkway, Suite 200, Jacksonville, FL 32256, Attn: Transfer
Department and (ii) for all other purposes, at the address of the Trustee specified in Section 12.02 or such other address
as to which the Trustee may give written notice to the Company.


 


“Covered Commodity”
means any energy, electricity, generation capacity, power, heat rate, congestion, natural gas, nuclear fuel (including enrichment
and conversion), diesel fuel, fuel oil, other petroleum-based liquids, coal, lignite, weather, emissions and other environmental
credits, assets or attributes, waste by-products, renewable energy credit, or other energy related commodity or service (including
ancillary services and related risks (such as location basis or other commercial risks).


 


“Credit Agreement”
means the Second Amended and Restated Credit Agreement, dated as of June 30, 2016, among the Company, the lenders party
thereto, Citicorp North America, Inc., as administrative agent and collateral agent, and various other parties acting as joint
bookrunner, joint lead arranger or in various agency capacities, as the same may be amended, restated, modified, renewed, refunded,
replaced or refinanced from time to time.


 


“Credit Facilities”
means (i) one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities,
in each case with banks or other institutional lenders or other counterparties providing for revolving credit loans, term loans,
credit-linked deposits (or similar deposits), receivables financing (including through the sale of receivables to such lenders
or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, (ii) debt
securities sold to institutional investors and/or (iii) Hedging Obligations with any counterparties, in each case, as amended,
restated, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities to institutional
investors) in whole or in part from time to time.


 






    7


     


    

 


“Custodian”
means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.


 


“Default”
means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.


 


“Definitive
Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.04
hereof. Definitive Notes will be substantially in the form of Exhibit A hereto except that such Note shall not bear
the Global Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.


 


“Depositary”
means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03
of the Base Indenture as the Depositary, and any and all successors thereto appointed as depositary hereunder and having become
such pursuant to the applicable provision of the Indenture.


 


“Derivative
Instrument” with respect to a Person, means any contract, instrument or other right to receive payment or delivery of
cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection
with such Person's investment in the Notes (other than a Screened Affiliate) is a party (whether or not requiring further performance
by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by the value and/or
performance of the Notes and/or the creditworthiness of the Company (the “Performance References”).


 


“Environmental
CapEx Debt” means Indebtedness of the Company or any of its Subsidiaries incurred for the purpose of financing capital
expenditures to the extent deemed reasonably necessary, as determined by the Company or any of its Subsidiaries, as applicable,
in good faith and pursuant to prudent judgment, to comply with applicable Environmental Laws.


 


“Environmental
Laws” means all former, current and future federal, state, local and foreign laws (including common law), treaties, regulations,
rules, ordinances and codes, and legally binding decrees, judgments, directives and orders (including consent orders), in each
case, relating to protection of the environment, natural resources, occupational health and safety or the presence, release of,
or exposure to, hazardous materials, substances or wastes, or the generation, manufacture, processing, distribution, use, treatment,
storage, disposal, transport, recycling or handling of, or the arrangement for such activities with respect to, hazardous materials,
substances or wastes.


 


“Equity Interests”
means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that
is convertible into, or exchangeable for, Capital Stock).


 






    8


     


    

 


“Euroclear”
means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Existing
Liens” means Liens on the property or assets of the Company and/or any of its Subsidiaries existing on the date of this
Supplemental Indenture securing Indebtedness of the Company or any of its Subsidiaries (other than Liens incurred pursuant to clause
(1) of the definition of “Permitted Liens”).


 


“External
Verifier” means a qualified provider of third-party assurance or attestation services appointed by the Company to review
the Company’s statement of MMtCO2e.


 


“Fitch”
means Fitch Ratings Inc. or any successor entity.


 


“Fixed Charges”
means, with respect to any specified Person for any period, the sum, without duplication, of:


 


(1)            the
consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued, including, without
limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component
of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, and net
of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus


 


(2)            the
consolidated interest of such Person and its Subsidiaries that was capitalized during such period; plus


 


(3)            any
interest accruing on Indebtedness of another Person that is Guaranteed by such Person or one of its Subsidiaries or secured by
a Lien on assets of such Person or one of its Subsidiaries, whether or not such Guarantee or Lien is called upon; plus


 


(4)            the
product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such
Person or any of its Subsidiaries, other than dividends on Equity Interests payable in Equity Interests of the Company or to the
Company or a Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is
one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each
case, on a consolidated basis and in accordance with GAAP; minus


 


(5)            interest
income for such period.


 


“GAAP”
means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession,
which are in effect from time to time; provided that any lease that would not be considered a capital lease pursuant to
GAAP prior to the effectiveness of Accounting Standards Codification 842 (whether or not such lease was in effect on such date)
shall be treated as an operating lease for all purposes under the Indenture and shall not be deemed to constitute a capitalized
lease or Indebtedness hereunder.


 






    9


     


    

 


“Global Legend”
means the legend set forth in Section 2.04(f)(2) hereof, which is required to be placed on all Global Notes
issued under this Supplemental Indenture.


 


“Global Notes”
means, individually and collectively, each Restricted Global Note and each Unrestricted Global Note deposited with or on behalf
of and registered in the name of the Depositary or its nominee that bears the Global Legend and that has the “Schedule of
Exchanges of Interests in the Global Security” attached thereto, issued in accordance with Section 2.01, Section 2.04(b)(3),
Section 2.04(b)(4), Section 2.04(d)(2), or Section 2.04(f) hereof.


 


“Government
Securities” means direct obligations of, or obligations guaranteed by, the United States of America (including any agency
or instrumentality thereof) for the payment of which obligations or guarantees the full faith and credit of the United States of
America is pledged and which are not callable or redeemable at the issuer’s option.


 


“Guarantee”
means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct
or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement
agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or
by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement
conditions or otherwise); provided that standard contractual indemnities which do not relate to Indebtedness shall not be
considered a Guarantee.


 


“Guarantors”
means, with respect to the Notes of a Series, each of:


 


(1)            the
Company’s Subsidiaries that Guarantee the Notes of such Series on the date of this Supplemental Indenture, until such
time as they are released pursuant Section 10.05 of this Supplemental Indenture; and


 


(2)            any
other Subsidiary that executes a Subsidiary Guarantee with respect to the Notes of such Series in accordance with the provisions
of this Supplemental Indenture,


 


and their respective
successors and assigns.


 


“Hedging Obligations”
means, with respect to any specified Person,


 


(1)            all
Interest Rate/Currency Hedging Obligations,


 


(2)            all
Commodity Hedging Obligations,


 


(3)            the
Obligations and other obligations under any and all other rate swap transactions, basis swaps, credit derivative transactions,
forward transactions, equity or equity index swaps or options, bond or bond price or bond index swaps or options, cap transactions,
floor transactions, collar transactions or any other similar transactions or any combination of any of the foregoing (including
any options to enter into the foregoing), whether or not such transaction is governed by or subject to any Master Agreement, and


 






    10


     


    

 


(4)            the
Obligations and other obligations under any and all transactions of any kind, and the related confirmations, which are subject
to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives
Association, Inc. (or any successor thereof), any International Foreign Exchange Master Agreement or any other master agreement
(any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations
or liabilities under any Master Agreement, in each case under clauses (1), (2), (3) and (4), entered into by such Person.


 


“Holder”
means a Person in whose name a Note is registered.


 


“IAI Global
Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Legend and the
Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that
will be issued in a denomination equal to the outstanding principal amount of the Notes.


 


“Indebtedness”
means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables,
except as provided in clause (5) below, and surety bonds), whether or not contingent:


 


(1)            in
respect of borrowed money;


 


(2)            evidenced
by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);


 


(3)            in
respect of banker’s acceptances;


 


(4)            representing
Capital Lease Obligations in respect of sale and leaseback transactions;


 


(5)            representing
the balance of deferred and unpaid purchase price of any property or services with a scheduled due date more than six months after
such property is acquired or such services are completed; or


 


(6)            representing
the net amount owing under any Hedging Obligations, if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP.


 


In addition, the term
 “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether
or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified
Person of any Indebtedness of any other Person; provided that the amount of such Indebtedness shall be deemed not to exceed
the lesser of the amount secured by such Lien and the value of the Person’s property securing such Lien.


 






    11


     


    

 


“Indenture”
means the Base Indenture, as amended or supplemented by this Supplemental Indenture, governing the Notes, in each case, as
amended, supplemented or otherwise modified from time to time in accordance with its respective terms.


 


“Indirect
Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.


 


“Initial Notes”
means either (i) the first $500,000,000 in aggregate principal amount of 2025 Notes or (ii) the first $900,000,000
in aggregate principal amount of 2027 Notes, as applicable, issued under this Supplemental Indenture on the Issue Date.


 


“Initial Purchasers”
means Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Barclays Capital Inc., BofA Securities, Inc.,
BMO Capital Markets Corp., BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc.,
Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG
Securities Americas Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., Truist Securities, Inc., Natixis
Securities Americas LLC and KeyBanc Capital Markets Inc. and shall include any other entity designed as such with respect to any
Additional Notes issued after the date of this Supplemental Indenture.


 


“Institutional
Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act, who are not also QIBs.


 


“Interest
Rate Step Up Trigger Date” means June 2, 2026.


 


“Interest
Rate/Currency Hedging Obligations” means, with respect to the Company and the other Grantors, the Obligations and any
other obligations under (i) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest
rate cap agreements, interest rate collar agreements, interest rate floor transactions or any other similar transactions or any
combination of any of the foregoing (including any options to enter into the foregoing), whether or not such transaction is governed
by or subject to any Master Agreement, (ii) any other agreements or arrangements designed to manage interest rates or interest
rate risk and (iii) any agreements or arrangements designed to protect the Company or any other Grantor against fluctuations
in currency exchange rates, including currency swap transactions, cross-currency rate swap transactions, currency options, spot
contracts, forward foreign exchange transactions or any other similar transactions or any combination of any of the foregoing (including
any options to enter into the foregoing), whether or not such transaction is governed by or subject to any Master Agreement, in
each case under clauses (i), (ii) and (iii), entered into by the Company or any other Grantor and not for speculative purposes.


 


“Investment
Grade” means a rating of (i) Baa3 or better by Moody’s, (ii) BBB- or better by S&P, (iii)     BBB-
or better by Fitch, (iv) the equivalent of such rating by such organization, or (v) if another Rating Agency has been
selected by the Company, the equivalent of such rating by such other Rating Agency.


 






    12


     


    

 


“Investment
Grade Event” means, with respect to a Series of Notes, (i) the senior, unsecured, non-credit enhanced, long-term
debt securities of the Company are rated Investment Grade by any two of the three Rating Agencies; (ii) the Notes of such
Series are rated Investment Grade by any two of the three Rating Agencies after giving effect to the proposed release of all
of the Collateral securing the Notes; (iii) all Liens securing Obligations under the Credit Agreement shall be released substantially
concurrently and (iv) no Event of Default shall have occurred and be continuing with respect to the Notes of such Series.


 


“Issue Date”
means December 2, 2020.


 


“Legal Holiday”
means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized
by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may
be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for
the intervening period.


 


“Lien”
means, with respect to any asset:


 


(1)            any
mortgage, deed of trust, deed to secure debt, lien (statutory or otherwise), pledge, hypothecation, encumbrance, restriction, collateral
assignment, charge or security interest in, on or of such asset;


 


(2)            the
interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing
lease having substantially the same economic effect as any of the foregoing) relating to such asset; and


 


(3)            in
the case of Equity Interests or debt securities, any purchase option, call or similar right of a third party with respect to such
Equity Interests or debt securities.


 


“Long Derivative
Instrument” means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery
obligations under which generally decrease, with positive changes to the Performance References and/or (ii) the value
of which generally decreases, and/or the payment or delivery obligations under which generally increase, with negative changes
to the Performance References.


 


“Master Agreement”
has the meaning ascribed to such term in the definition of “Hedging Obligations.”


 


“Moody’s”
means Moody’s Investors Service, Inc. or any successor entity.


 


“MMtCO2e”
means the sum of Scope 1 emissions (from direct operations), Scope 2 emissions (from electricity purchased) and Scope 3 emissions
(business travel only) during a given period, measured in millions of metric tons of carbon dioxide equivalent, according to the
World Resources Institute/World Business Council for Sustainable Development Greenhouse Gas Protocol: A Corporate Accounting and
Reporting Standard, Revised Edition.


 


“Nationally
Recognized Statistical Organization” means a nationally recognized statistical rating organization within the meaning
of Section 3(a)(62) under the Exchange Act.


 


“Necessary
CapEx Debt” means Indebtedness of the Company or any of its Subsidiaries incurred for the purpose of financing capital
expenditures (other than capital expenditures financed by Environmental CapEx Debt) that are required by Applicable Law or are
undertaken for health and safety reasons. The term “Necessary CapEx Debt” does not include any Indebtedness incurred
for the purpose of financing capital expenditures undertaken primarily to increase the efficiency of, expand or re-power any power
generation facility.


 






    13


     


    

 


“Net Income”
means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before
any reduction in respect of preferred stock dividends or accretion, excluding, however:


 


(1)            any
gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with the disposition of
any securities by such Person or any of its Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its
Subsidiaries; and


 


(2)            any
extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss.


 


“Net Short”
means, with respect to a Holder or Beneficial Owner, as of a date of determination, either (i) the value of its Short Derivative
Instruments exceeds the sum of (x) the value of its Notes of an applicable Series plus (y) the value of its Long
Derivative Instruments as of such date of determination or (ii) it is reasonably expected that such would have been the case
were a Failure to Pay or Bankruptcy Credit Event (each as defined in the 2014 ISDA Credit Derivatives Definitions) to have occurred
with respect to the Company or any Guarantor immediately prior to such date of determination.


 


“Non-Recourse
Debt” means, with respect to the Notes of any Series, Indebtedness as to which neither the Company nor any of the
Guarantors of such Series is liable as a guarantor or otherwise.


 


“Note Security
Documents” means the Collateral Agreement (including any joinder thereto) and any mortgages, security agreements, pledge
agreements or other instruments evidencing or creating Liens on the assets of the Company and the Guarantors to secure the obligations
under the Notes and the Indenture, as amended, amended and restated, supplemented, waived, modified, renewed or replaced from time
to time.


 


“Non-U.S.
Person” means a Person who is not a U.S. Person.


 


“Notes”
has the meaning assigned to it in the preamble to this Supplemental Indenture. The Initial Notes of a Series and the Additional
Notes of such Series shall be treated as a single class for all purposes under this Supplemental Indenture, and unless the
context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes of the applicable
Series.


 


“Obligations”
means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.


 






    14


     


    

 


“Offering
Memorandum” means the Offering Memorandum, dated November 17, 2020, related to the issuance and sale of the Initial
Notes.


 


“Officer”
means, with respect to any Person, the Chairman of the Board of Directors, the Chief Executive Officer, the President,
the Chief Operating Officer, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel, the Treasurer, any
Assistant Treasurer, the Secretary, the Controller, Assistant Secretary or any Vice-President of such Person.


 


“Officer’s
Certificate” means a certificate signed on behalf of the Company by one of its Officers and that meets the requirements
of Section 11.05 of the Base Indenture.


 


“Opinion of
Counsel” means an opinion from legal counsel that meets the requirements of Section 11.05 of the Base Indenture,
subject to customary qualifications and exclusions. The counsel may be an employee of or counsel to the Company, any Subsidiary
of the Company or the Trustee.


 


“Original
Issue Discount Legend” means the legend set forth in (g)hereof to be placed on all Notes issued under this
Indenture, if applicable.


 


“Participant”
means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear
or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).


 


“Performance
References” has the meaning ascribed to such term in the definition of “Derivative Instrument.”


 


“Permitted
Liens” means:


 


(1)            Liens
securing Indebtedness of the Company or any Guarantor under one or more Credit Facilities in an aggregate principal amount, measured
as of the date of creation of any such Lien and the date of incurrence of any such Indebtedness, not exceeding the greatest of
(a) 30% of Total Assets, (b) $10.0 billion and (c) such amount as would not cause the Secured Leverage Ratio to
exceed 3.5 to 1.0;


 


(2)            Existing
Liens and, following the occurrence of a Reversion Date, any Liens incurred during the Release Period ending on such Reversion
Date;


 


(3)            Liens
securing Indebtedness of any Person that (a) is acquired by the Company or any of its Subsidiaries after the date hereof,
(b) is merged or amalgamated with or into the Company or any of its Subsidiaries after the date hereof or (c) becomes
consolidated in the financial statements of the Company or any of its Subsidiaries after the date hereof in accordance with GAAP;
provided, however, that in each case contemplated by this clause (3), such Indebtedness was not incurred in contemplation
of such acquisition, merger, amalgamation or consolidation and is only secured by Liens on the Equity Interests and assets of,
the Person (and Subsidiaries of the Person) acquired by, or merged or amalgamated with or into, or consolidated in the financial
statements of, the Company or any of its Subsidiaries;


 






    15


     


    

 


(4)            Liens
securing Indebtedness of the Company or any Guarantor incurred to finance (whether prior to or within 365 days after) the acquisition,
construction or improvement of assets (whether through the direct purchase of assets or through the purchase of the Equity Interests
of any Person owning such assets or through an acquisition of any such Person by merger); provided, however, that such Indebtedness
is only secured by Liens on the Equity Interests and assets acquired, constructed or improved in such financing (and related contracts,
intangibles, and other assets that are incidental thereto or arise therefrom (including accessions thereto and replacements or
proceeds thereof));


 


(5)            Liens
in favor of the Company or any of its Subsidiaries;


 


(6)            Liens
securing Hedging Obligations; provided that such agreements were not entered into for speculative purposes (as determined
by the Company in its reasonable discretion acting in good faith);


 


(7)            Liens
relating to current or future escrow arrangements securing Indebtedness of the Company or any Guarantor;


 


(8)            Liens
to secure Environmental CapEx Debt or Necessary CapEx Debt that encumber only the assets purchased, installed or otherwise acquired
with the proceeds of such Environmental CapEx Debt or Necessary CapEx Debt;


 


(9)            Liens
encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the
Company or any Guarantor, including rights of offset and set-off;


 


(10)          Liens
arising in relation to any securitization or other structured finance transaction where (a) the primary source of payment
of any obligations of the issuer is linked or otherwise related to cash flow from particular property or assets (or where payment
of such obligations is otherwise supported by such property or assets) and (b) recourse to the issuer in respect of such obligations
is conditional on cash flow from such property or assets;


 


(11)          Refinancing
Liens;


 


(12)          Liens
on the stock or assets of Project Subsidiaries securing Project Debt or tax equity financing of one or more Project Subsidiaries;


 


(13)          Liens
securing the Notes (other than any additional Notes) and the related Note Guarantees; and


 


(14)          other
Liens, in addition to those permitted in clauses (1) through (13) above, securing Indebtedness having an aggregate principal
amount, measured as of the date of creation of any such Lien and the date of incurrence of any such Indebtedness, not to exceed
the greater of (i) 3.0% of Total Assets and (ii) $750.0 million.


 


Liens securing Indebtedness
under the Credit Agreement existing on the date of this Supplemental Indenture will be deemed to have been incurred on such date
in reliance on the exception provided by clause (1) above. For purposes of determining compliance with this “Liens”
covenant, in the event that a Lien meets the criteria of more than one of the categories described in clauses (1) through
(14) above, the Company (a) will be permitted, in its sole discretion, to (i) classify such Lien on the date of incurrence
and may later reclassify such Lien in any manner (based on the circumstances existing at the time of any such reclassification)
and (ii) divide and redivide the amount of such Lien arising among more than one of such clauses and (b) will only be
required to include such Lien in one of any such clauses.


 






    16


     


    

 



 


“Permitted
Post-Release Liens” means:


 


(1)            Liens
securing Obligations in respect of Notes outstanding on the effective date of the Release Event;


 


(2)            Liens
in effect as of the effective date of the Release Event (other than Permitted Liens incurred pursuant to clause (1) or (14)
of the definition thereof);


 


(3)            Liens
securing Indebtedness of any Person that (a) is acquired by the Company or any of its Subsidiaries after the date hereof,
(b) is merged or amalgamated with or into the Company or any of its Subsidiaries after the date hereof or (c) becomes
consolidated in the financial statements of the Company or any of its Subsidiaries after the date hereof in accordance with GAAP;
provided, however, that in each case contemplated by this clause (3), such Indebtedness was not incurred in contemplation
of such acquisition, merger, amalgamation or consolidation and is only secured by Liens on the Equity Interests and assets of,
the Person (and Subsidiaries of the Person) acquired by, or merged or amalgamated with or into, or consolidated in the financial
statements of, the Company or any of its Subsidiaries;


 


(4)            Liens
securing Indebtedness of the Company or any Guarantor incurred to finance (whether prior to or within 24 months after) the acquisition,
construction or improvement of assets (whether through the direct purchase of assets or through the purchase of the Equity Interests
of any Person owning such assets or through an acquisition of any such Person by merger); provided, however, that such Indebtedness
is only secured by Liens on the Equity Interests and assets acquired, constructed or improved in such financing (and related contracts,
intangibles, and other assets that are incidental thereto or arise therefrom (including accessions thereto and replacements or
proceeds thereof));


 


(5)            Liens
in favor of the Company or any of its Subsidiaries;


 


(6)            Liens
securing Hedging Obligations; provided that such agreements were not entered into for speculative purposes (as determined
by the Company in its reasonable discretion acting in good faith);


 


(7)            Liens
relating to current or future escrow arrangements securing Indebtedness of the Company or any Guarantor;


 


(8)            Liens
to secure Environmental CapEx Debt or Necessary CapEx Debt that encumber only the assets purchased, installed or otherwise acquired
with the proceeds of such Environmental CapEx Debt or Necessary CapEx Debt;


 






    17


     


    

 


(9)            Liens
encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the
Company or any Guarantor, including rights of offset and set-off;


 


(10)          Liens
arising in relation to any securitization or other structured finance transaction where (a) the primary source of payment
of any obligations of the issuer is linked or otherwise related to cash flow from particular property or assets (or where payment
of such obligations is otherwise supported by such property or assets) and (b) recourse to the issuer in respect of such obligations
is conditional on cash flow from such property or assets;


 


(11)          Refinancing
Liens; and


 


(12)          Liens
on the stock or assets of Project Subsidiaries securing Project Debt or tax equity financing of one or more Project Subsidiaries.


 


“Person”
means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization,
limited liability company or government or other entity.


 


“Principal
Property” means any building, structure or other facility, and all related property, plant or equipment or other long-term
assets used or useful in the ownership, development, construction or operation of such building, structure or other facility owned
or leased by the Company or any Guarantor and having a net book value in excess of 2.0% of Total Assets, except any such building,
structure or other facility (or related property, plant or equipment) that in the reasonable opinion of the Company is not of material
importance to the business conducted by the Company and its consolidated Subsidiaries, taken as a whole.


 


“Priority Collateral Trustee”
means Deutsche Bank Trust Company Americas, acting as priority collateral trustee under the Collateral Trust Agreement, or its
successors appointed in accordance with the terms thereof.


 


“Private Placement
Legend” means the legend set forth in Section 2.04(f)(1) hereof to be placed on all Notes issued under
this Indenture except where otherwise permitted by the provisions of this Indenture.


 


“Pro Forma
Cost Savings” means, without duplication, with respect to any period, reductions in costs and related adjustments that
have been actually realized or are projected by the Company’s Chief Financial Officer in good faith to result from reasonably
identifiable and factually supportable actions or events, but only if such reductions in costs and related adjustments are so projected
by the Company to be realized during the consecutive four-quarter period commencing after the transaction giving rise to such calculation.


 


“Project Debt”
means Indebtedness of one or more Project Subsidiaries incurred for the purpose of holding, constructing or acquiring power
generation facilities or related or ancillary assets or properties; provided that the Company is not liable with respect
to such Indebtedness except to the extent of a non-recourse pledge of equity interests in one or more Project Subsidiaries.


 






    18


     


    

 


“Project Subsidiary”
means any Subsidiary of the Company held for the purpose of holding, constructing or acquiring power generation facilities
or related or ancillary assets or properties and any Subsidiary of the Company whose assets consist primarily of equity interests
in one or more other Project Subsidiaries; provided that a Subsidiary will cease to be a Project Subsidiary if it Guarantees
any Indebtedness of the Company other than obligations of the Company related to Project Debt of one or more Project Subsidiaries.


 


“QIB”
means a “qualified institutional buyer” as defined in Rule 144A.


 


“Rating Agency”
means (i) each of Moody’s, S&P and, solely for purposes of the collateral release provisions, Fitch and (ii) if
any of Moody’s, S&P or, if applicable, Fitch, ceases to rate the Notes of a Series or fails to make a rating of
the Notes of a Series publicly available, a Nationally Recognized Statistical Organization selected by the Company which shall
be substituted for Moody’s, S&P or Fitch, as the case may be with respect to such Series.


 


“Refinancing
Liens” means Liens granted in connection with amending, extending, modifying, renewing, replacing, refunding or refinancing
in whole or in part any Indebtedness secured by Liens described in the definitions of “Permitted Liens” and “Post-Release
Permitted Liens”; provided that Refinancing Liens do not (a) extend to property or assets other than property
or assets of the type that were subject to the original Lien or (b) secure Indebtedness having a principal amount in excess
of the amount of Indebtedness being extended, renewed, replaced or refinanced, plus the amount of any fees and expenses (including
premiums) related to any such extension, renewal, replacement or refinancing.


 


“Regulation
S” means Regulation S promulgated under the Securities Act.


 


“Regulation
S Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Legend
and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee,
issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 903 of Regulation
S.


 


“Restricted
Definitive Note” means a Definitive Note bearing the Private Placement Legend.


 


“Restricted
Global Note” means a Global Note bearing the Private Placement Legend.


 


“Restricted
Period” means the 40-day distribution compliance period as defined in Regulation S.


 


“Rule 144”
means Rule 144 promulgated under the Securities Act.


 


“Rule 144A”
means Rule 144A promulgated under the Securities Act.


 


“Rule 903”
means Rule 903 promulgated under the Securities Act.


 


“Rule 904”
means Rule 904 promulgated under the Securities Act.


 






    19


     


    

 


“S&P”
means S&P Global Ratings, a division of S&P Global Inc., or any successor entity.


 


“Screened
Affiliate” means any Affiliate of a Holder of the Notes (i) that makes investment decisions independently from such
Holder and any other Affiliate of such Holder that is not a Screened Affiliate, (ii) that has in place customary information
screens between it and such Holder and any other Affiliate of such Holder that is not a Screened Affiliate and such screens prohibit
the sharing of information with respect to the Company or their Subsidiaries, (iii) whose investment policies are not directed
by such Holder or any other Affiliate of such Holder that is acting in concert with such Holder in connection with its investment
in the Notes, and (iv) whose investment decisions are not influenced by the investment decisions of such Holder or any other
Affiliate of such Holder that is acting in concert with such Holder in connection with its investment in the Notes.


 


“SEC”
means the Securities and Exchange Commission.


 


“Second Lien Collateral Trustee”
means Deutsche Bank Trust Company Americas, acting as parity collateral trustee under the Collateral Trust Agreement, or its successors
appointed in accordance with the terms thereof.


 


“Secured Leverage
Ratio” means, as of any date of determination (for purposes of this definition, the “Calculation Date”),
the ratio of (a) the Total Secured Debt as of such date to (b) the Consolidated Cash Flow of the Company for the four
most recent full fiscal quarters ending immediately prior to such date for which financial statements are publicly available. For
purposes of making the computation referred to above:


 


(1)            investments
and acquisitions that have been made by the Company or any of its Subsidiaries, including through mergers or consolidations, or
any Person or any of its Subsidiaries acquired by the Company or any of its Subsidiaries, and including any related financing transactions
and including increases in ownership of Subsidiaries, during the four-quarter reference period or subsequent to such reference
period and on or prior to the Calculation Date will be given pro forma effect (in accordance with Regulation S-X under the Securities
Act, but including all Pro Forma Cost Savings) as if they had occurred on the first day of the four-quarter reference period;


 


(2)            the
Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses
(and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;


 


(3)            any
Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during such four-quarter
period; and


 


(4)            any
Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during such four-quarter
period.


 


“Securities”
means all debentures, notes and other debt instruments of the Company of any Series authenticated and delivered under
the Base Indenture, including all Notes.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 






    20


     


    

 


“Series”
or “Series of Securities” means each series of Securities created pursuant to Section 2.01 of
the Base Indenture (for the avoidance of doubt, each of the 2025 Notes and the 2027 Notes constitute a Series of Securities).


 


“Short Derivative
Instrument” means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery
obligations under which generally increase, with positive changes to the Performance References and/or (ii) the value of which
generally increases, and/or the payment or delivery obligations under which generally decrease, with negative changes to the Performance
References.


 


“Significant
Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02
of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date.


 


“Stated Maturity”
means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment
of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the first date it was
incurred in compliance with the terms of this Indenture, and will not include any contingent obligations to repay, redeem or repurchase
any such interest or principal prior to the date originally scheduled for the payment thereof.


 


“Subsidiary”
means, with respect to any specified Person:


 


(1)            any
corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled
(without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement
that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association
or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and


 


(2)            any
partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person
or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).


 


“Subsidiary
Guarantee” means the Guarantee by each Guarantor of the Company’s obligations under the Indenture and the Notes,
executed pursuant to the provisions of the Indenture.


 


“Supplemental
Indenture” means this Supplemental Indenture, dated as of the Issue Date, by and among the Company, the Guarantors and
the Trustee, governing the Notes, as amended, supplemented or otherwise modified from time to time in accordance with the Base
Indenture and the terms hereof.


 


“Sustainability
Performance Target” means the MMtCO2e reduction target set forth in the Sustainability-Linked Securities Framework, which
results in MMtCO2e not exceeding 31.7 millions of metric tons of carbon dioxide equivalent for the year ended December 31,
2025 for the Company and its consolidated subsidiaries.


 






    21


     


    

 


“Sustainability-Linked
Securities Framework” means the Sustainability-Linked Securities Framework adopted by the Company in November 2020.


 


“Total Assets”
means the total consolidated assets of the Company and its Subsidiaries determined on a consolidated basis in accordance with
GAAP, as shown on the most recent balance sheet of the Company.


 


“Total Secured
Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Company and the Guarantors
outstanding on such date that is secured by a Lien on any property or assets of the Company or any of the Guarantors (including
Capital Stock of Subsidiaries of the Company or Indebtedness of Subsidiaries of the Company) in the amount that would be reflected
on a balance sheet prepared at such time on a consolidated basis in accordance with GAAP; provided that (i) Total Secured
Debt will include only the amount of payments that the Company or any of the Guarantors is required to make, on the date Total
Secured Debt is being determined, as a result of any early termination or similar event on such date of determination and (ii) for
the avoidance of doubt, Total Secured Debt will not include the undrawn amount of any outstanding letters of credit.


 


“Treasury
Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities
with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has
become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer
published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to the
applicable par call date; provided, however, that if the period from the redemption date to the applicable par call
date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant
maturity of one year will be used.


 


“Unrestricted
Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend.


 


“Unrestricted
Global Note” means a Global Note that does not bear and is not required to bear the Private Placement Legend.


 


“U.S. Person”
means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.


 


“Voting Stock”
of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election
of the Board of Directors of such Person.


 






    22


     


    

 


Section 1.02          Other
Definitions.


 


For purposes of the
Notes, the following terms will have the meanings set forth in this Section 1.02.


 


	Term	Defined in 

Section
	“2025 par call date”	Section 3.07(a)
	“2027 par call date”	Section 3.07(a)
	“2027 Notes Subsequent Rate of Interest”	Section 2.06
	“Authentication Order”	Section 2.02
	“Change of Control Offer”	Section 4.09(a)
	“Change of Control Payment”	Section 4.09(a)
	“Change of Control Payment Date”	Section 4.09(a)(2)
	“Covenant Defeasance”	Section 8.03
	“Default Direction”	Section 6.01(b)
	“Directing Holder”	Section 6.01(b)
	“DTC”	 Section 2.04
	“Electronic Signature”	Section 12.09
	“Event of Default”	Section 6.01(a)
	“Legal Defeasance”	Section 8.02
	“Noteholder Direction”	Section 6.01(b)
	“Notification Date”	Section 2.06
	“par call date”	Section 3.07
	“Payment Default”	Section 6.01(a)(4)(A)
	“Position Representation”	Section 6.01(b)
	“Satisfaction Notification”	Section 2.06
	“Verification Covenant”	Section 6.01(b)


 






    23


     


    

 


Section 1.03         [Reserved].


 


Section 1.04         Rules of
Construction.


 


Unless the context
otherwise requires:


 


(1)           a
term has the meaning assigned to it;


 


(2)           an
accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;


 


(3)           “or”
is not exclusive;


 


(4)           “including”
is not limiting;


 


(5)           words
in the singular include the plural, and in the plural include the singular;


 


(6)           “will”
shall be interpreted to express a command;


 


(7)           provisions
apply to successive events and transactions;


 


(8)           references
to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor sections or
rules adopted by the SEC from time to time; and


 


(9)           references
to sections of the Indenture refer to sections of this Supplemental Indenture.


 


Section 1.05         Relationship
with Base Indenture.


 


The terms and provisions
contained in the Base Indenture shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the
Company, the Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such
terms and provisions and to be bound thereby. However, to the extent any provision of the Base Indenture conflicts with the express
provisions of this Supplemental Indenture, the provisions of this Supplemental Indenture shall govern and be controlling.


 


The Trustee accepts
the amendment of the Base Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Base
Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Trustee in the performance of the trust created by the Base Indenture,
and without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with
respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company
and the Guarantors, or for or with respect to (1) the validity or sufficiency of this Supplemental Indenture or any of the
terms or provisions hereof, (2) the proper authorization hereof by the Company and the Guarantors, (3) the due execution
hereof by the Company and the Guarantors or (4) the consequences (direct or indirect and whether deliberate or inadvertent)
of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters; and for the avoidance
of doubt, the terms, provisions and covenants of Articles 3, 4, 5, 6, 8, 9 and 10 of the Base Indenture are superseded in their
entirety with respect to the Notes by this Supplemental Indenture.


 






    24


     


    

 


Article 2

THE NOTES


 


Section 2.01         Form and
Dating.


 


(a)           The
Notes. The Notes shall be issued in registered global form without interest coupons. The Notes and the Trustee’s certificate
of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage. The Company shall furnish any such notations, legends or endorsements
to the Trustee in writing. Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations
of $2,000 and integral multiples of $1,000.


 


The terms and provisions
contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture and the Company, the Guarantors
and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and
to be bound thereby. However, to the extent any provision of the Notes conflicts with the express provisions of the Base Indenture,
the provisions of the Notes shall govern and be controlling, and to the extent any provision of the Notes conflicts with the express
provisions of this Supplemental Indenture, the provisions of this Supplemental Indenture shall govern and be controlling.


 


(b)          Global
Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the
Global Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued
in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Legend thereon
and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent
such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount
of outstanding Notes from time to time as reflected in the records of the Trustee and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.
The Trustee’s records shall be noted to reflect the amount of any increase or decrease in the aggregate principal amount
of outstanding Notes represented thereby, in accordance with instructions given by the Holder thereof as required by Section 2.04
hereof.


 


(c)          Euroclear
and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and
 “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking”
and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S
Global Note that are held by Participants through Euroclear or Clearstream.


 






    25


     


    

 


Section 2.02         Execution
and Authentication.


 


One Officer must sign
the Notes for the Company by manual signature, Electronic Signature (as defined below) or facsimile signature.


 


If an Officer whose
signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.


 


A Note will not be
valid until authenticated by the manual signature or Electronic Signature of the Trustee. The signature will be conclusive evidence
that the Note has been authenticated under this Supplemental Indenture.


 


The Trustee shall,
upon receipt of a written order of the Company signed by at least one Officer (an “Authentication Order”), authenticate
Notes for original issue under this Supplemental Indenture, including any Additional Notes issued pursuant to Section 2.05
hereof. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes
authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.07 of
the Base Indenture.


 


The Trustee may appoint
an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever
the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by
such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company or an Affiliate of the Company.


 


Section 2.03         Holder
Lists.


 


The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders.
If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven Business Days before each interest
payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of the Holders.


 


Section 2.04         Transfer
and Exchange.


 


(a)          Transfer
and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall be exchanged
by the Company for Definitive Notes if:


 


(1)           the
Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that
it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed
by the Company within 120 days after the date of such notice from the Depositary;


 






    26


     


    

 


(2)           the
Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes
and delivers a written notice to such effect to the Trustee; or


 


(3)           there
has occurred and is continuing a Default or Event of Default with respect to the Notes of such Series.


 


Upon the occurrence
of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names and in any approved
denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part,
as provided in Sections 2.07 and 2.10 of the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note or any portion thereof, pursuant to this Section 2.04 or Sections 2.07 or 2.10 of the Base Indenture,
shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.04(a), however, beneficial interests in a Global Note may be transferred
and exchanged as provided in Section 2.04(b), (c) or (f) hereof.


 


(b)          Transfer
and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of this Supplemental Indenture and the Applicable Procedures.
Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below,
as applicable, as well as one or more of the other following subparagraphs, as applicable:


 


(1)          Transfer
of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons
who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer
restrictions set forth in the Private Placement Legend. Beneficial interests in any Unrestricted Global Note may be transferred
to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or
instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.04(b)(1).


 


(2)          All
Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial
interests that are not subject to Section 2.04(b)(1) above, the transferor of such beneficial interest must deliver
to the Registrar either:


 


(A)         both:


 


(i)           a
written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures
directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the
beneficial interest to be transferred or exchanged; and


 






    27


     


    

 


(ii)          instructions
given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with
such increase; or


 


(B)          both:


 


(i)           a
written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures
directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred
or exchanged; and


 


(ii)          instructions
given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be
registered to effect the transfer or exchange referred to in (1) above.


 


(3)          Transfer
of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred
to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies
with the requirements of Section 2.04(b)(2) above and the Registrar receives the following:


 


(A)         if
the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver
a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;


 


(B)          if
the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and


 


(C)          if
the transferee will take delivery in the form of a beneficial interest in the IAI Global Note, then the transferor must deliver
a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required
by item (3) thereof, if applicable.


 


(4)          Transfer
and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note.
A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an
Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted
Global Note if the exchange or transfer complies with the requirements of Section 2.04(b)(2) above and the Registrar
receives the following:


 


(A)         if
the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial
interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including
the certifications in item (1)(a) thereof; or


 






    28


     


    

 


(B)          if
the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who
shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder
in the form of Exhibit B hereto, including the certifications in item (4) thereof;


 


and, in each such case of this
Section 2.04(b)(4), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel
in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities
Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order
to maintain compliance with the Securities Act.


 


If any such transfer
is effected pursuant to this Section 2.04(b)(4) at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of
beneficial interests transferred pursuant to this Section 2.04(b)(4).


 


Beneficial interests
in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial
interest in a Restricted Global Note.


 


(c)          Transfer
or Exchange of Beneficial Interests in Global Notes for Definitive Notes. Transfers or exchanges of beneficial interests in
Global Notes for Definitive Notes shall in each case be subject to the satisfaction of any applicable conditions set forth in Section 2.04(b)(2) hereof,
and to the requirements set forth below in this Section 2.04(c).


 


(1)           Beneficial
Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted
Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest
to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the
following documentation:


 


(A)         if
the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted
Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item
(2)(a) thereof;


 


(B)          if
such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (1) thereof;


 


(C)          if
such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903
or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;


 






    29


     


    

 


(D)         if
such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act
in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications
in item (3)(a) thereof;


 


(E)          if
such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration
requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the
effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by
item (3) thereof, if applicable;


 


(F)          if
such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (3)(b) thereof; or


 


(G)          if
such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate
to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,


 


the Trustee shall cause the aggregate principal
amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.04(h) hereof, and the Company
shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in
the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note
pursuant to this Section 2.04(c) shall be registered in such name or names and in such authorized denomination
or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary
and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such
Notes of a Series are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global
Note pursuant to this Section 2.04(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions
on transfer contained therein.


 


(2)           Beneficial
Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global
Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person
who takes delivery thereof in the form of an Unrestricted Definitive Note only if the Registrar receives the following:


 


(A)         if
the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted
Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item
(1)(b) thereof; or


 


(B)          if
the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who
shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B
hereto, including the certifications in item (4) thereof; and, in each such case set forth
in this Section 2.04(c)(2), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of
Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities
Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order
to maintain compliance with the Securities Act.


 






    30


     


    

 


(3)           Beneficial
Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted
Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person
who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.04(b)(2) hereof,
the Trustee shall cause the aggregate principal amount of the applicable Unrestricted Global Note to be reduced accordingly pursuant
to Section 2.04(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange
for a beneficial interest pursuant to this Section 2.04(c)(3) shall be registered in such name or names and in
such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar
from or through the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to
the Persons in whose names such Notes of a Series are so registered. Any Definitive Note issued in exchange for a beneficial
interest pursuant to this Section 2.04(c)(3) will not bear the Private Placement Legend.


 


(d)          Transfer
and Exchange of Definitive Notes for Beneficial Interests in Global Notes.


 


(1)           Restricted
Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes
to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to
a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the
Registrar of the following documentation:


 


(A)         if
the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note,
a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;


 


(B)          if
such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (1) thereof;


 


(C)          if
such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903
or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;


 






    31


     


    

 


(D)         if
such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities
Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications
in item (3)(a) thereof;


 


(E)          if
such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the
registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate
to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required
by item (3) thereof, if applicable;


 


(F)          if
such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or


 


(G)          if
such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act,
a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,


 


the Trustee will cancel the Restricted
Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the
appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above,
the Regulation S Global Note, and in all other cases, the IAI Global Note.


 


(2)          Restricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange
such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following:


 


(A)         if
the Holder of such Restricted Definitive Notes proposes to exchange such Notes of a Series for a beneficial interest in the
Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications
in item (1)(c) thereof; or


 


(B)          if
the Holder of such Restricted Definitive Notes proposes to transfer such Notes of a Series to a Person who shall take delivery
thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B
hereto, including the certifications in item (4) thereof;


 


and, in each such case set forth
in this Section 2.04(d)(2), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of
Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities
Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order
to maintain compliance with the Securities Act.


 






    32


     


    

 


Upon satisfaction of
the conditions of this Section 2.04(d)(2), the Trustee will cancel the Restricted Definitive Notes and increase or
cause to be increased the aggregate principal amount of the Unrestricted Global Note.


 


(3)          Unrestricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange
such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an
exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased
the aggregate principal amount of one of the Unrestricted Global Notes.


 


If any such exchange
or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above
at a time when an Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication
Order in accordance with Section 2.02 hereof, the Trustee will authenticate one or more Unrestricted Global Notes in
an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.


 


(e)          Transfer
and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s
compliance with the provisions of this Section 2.04(e), the Registrar shall register the transfer or exchange of Definitive
Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed
by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications,
documents and information, as applicable, required pursuant to the following provisions of this Section 2.04(e).


 


(1)           Restricted
Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the
name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:


 


(A)         if
the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications in item (1) thereof;


 


(B)          if
the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form
of Exhibit B hereto, including the certifications in item (2) thereof; and


 


(C)          if
the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion
of Counsel required by item (3) thereof, if applicable.


 






    33


     


    

 


(2)           Restricted
Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for
an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted
Definitive Note if the Registrar receives the following:


 


(A)         if
the Holder of such Restricted Definitive Notes proposes to exchange such Notes of a Series for an Unrestricted Definitive
Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof;
or


 


(B)          if
the Holder of such Restricted Definitive Notes proposes to transfer such Notes of a Series to a Person who shall take delivery
thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto,
including the certifications in item (4) thereof;


 


and, in each such case set forth
in this Section 2.04(e)(2), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities
Act.


 


(3)          Unrestricted
Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes of a Series to
a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such
a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.


 


(f)           Legends.
The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically
stated otherwise in the applicable provisions of this Indenture.


 


(1)          Private
Placement Legend.


 


(A)         Except
as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor
or substitution thereof) shall bear the legend in substantially the following form:


 






    34


     


    

 


“THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING
THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT
WITHIN [IN THE CASE OF RULE 144A NOTES: ONE YEAR OR SUCH SHORTER TIME UNDER APPLICABLE LAW] [IN THE CASE OF REGULATION S NOTES:
40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER
WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE) RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER
OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER
THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER
THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE),
(E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
OF COUNSEL IF THE ISSUER SO REQUESTS), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
(3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON”
HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”


 


(B)          Notwithstanding
the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2),
(e)(3) or (f) of this Section 2.04 (and all Notes issued in exchange therefor or substitution thereof) will
not bear the Private Placement Legend.


 


(2)          Global
Legend. Each Global Note will bear a legend in substantially the following form:


 


“THIS GLOBAL NOTE IS HELD BY THE
DEPOSITARY (AS DEFINED IN THE SUPPLEMENTAL INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH
NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.04 OF THE SUPPLEMENTAL INDENTURE, (2) THIS GLOBAL NOTE
MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.04(A) OF THE SUPPLEMENTAL INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE BASE INDENTURE AND (4) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF NRG ENERGY, INC.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE
OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.”


 






    35


     


    

 


(3)          Original
Issue Discount Legend. Each Note issued with original issue discount, if any, will bear a legend in substantially the following
form:


 


“FOR
THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE IS BEING ISSUED WITH ORIGINAL
ISSUE DISCOUNT; FOR EACH $1,000 IN AGGREGATE PRINCIPAL AMOUNT OF THIS NOTE, THE ISSUE PRICE IS $[ ], THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT IS $[          ], THE ISSUE DATE IS [ ], 201[ ] AND THE YIELD
TO MATURITY IS [ ]% PER ANNUM.”


 


(g)          Cancellation
and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged
for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such
Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 of the Base Indenture.
At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person
who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal
amount of Notes represented by such Global Note will be reduced accordingly and a notation will be made on the records maintained
by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is
being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global
Note, such other Global Note will be increased accordingly and a notation will be made on the records maintained by the Trustee
or by the Depositary at the direction of the Trustee to reflect such increase.


 


(h)          General
Provisions Relating to Transfers and Exchanges.


 


(1)           To
permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and
Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s
request.


 


(2)           No
service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable
upon exchange or transfer pursuant to Section 3.06, Section 4.09 and Section 9.05 hereof and
Sections 2.10, 3.06 and 9.06 of the Base Indenture).


 






    36


     


    

 



 


(3)          The
Registrar shall not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part,
except the unredeemed portion of any Note being redeemed in part.


 


(4)          All
Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall
be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture,
as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.


 


(5)          The
Company shall not be required:


 


(A)            to
issue, to register the transfer of or to exchange any Notes of a Series during a period beginning at the opening of business
15 days before the day of any selection of Notes of a Series for redemption and ending at the close of business on the day
of selection;


 


(B)            to
register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part; or


 


(C)            to
register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.


 


(6)          Prior
to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company shall deem and treat
the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal
of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by
notice to the contrary.


 


(7)          The
Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.


 


(8)          All
orders, certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.04
to effect a registration of transfer or exchange may be submitted by facsimile or electronic format (e.g. “pdf” or
 “tif”).


 


(9)          All
references in this Section 2.04 to the exchange or transfer of Notes, Global Notes, Definitive Notes or any beneficial
interests therein shall be deemed to refer to the exchange or transfer of the applicable Series of Notes, Global Notes, Definitive
Notes or any beneficial interests therein.


 






    37


     


    

 


Section 2.05       Issuance
of Additional Notes.


 


The Company shall be
entitled, upon delivery to the Trustee of an Officer’s Certificate, Opinion of Counsel and Authentication Order, to issue
Additional Notes of a Series under this Supplemental Indenture which shall have identical terms as the Initial Notes of such
Series issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial Notes of a Series issued
on the Issue Date and any Additional Notes of such Series issued shall be treated as a single class for all purposes under
this Supplemental Indenture.


 


With respect to any
Additional Notes, the Company shall set forth in a Board Resolution and an Officer’s Certificate, a copy of each which shall
be delivered to the Trustee, the following information:


 


(a)            the
aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Supplemental Indenture;
and


 


(b)            the
issue price, the issue date and the CUSIP number of such Additional Notes.


 


Section 2.06       Interest
Rate Step Up of 2027 Notes.


 


From and including
the interest period ending on the Interest Rate Step Up Trigger Date, the interest rate payable solely on the 2027 Notes shall
be increased once by 25 basis points to 2.700% per annum (the “2027 Notes Subsequent Rate of Interest”), unless
the Company has notified (the “Satisfaction Notification”) the Trustee in writing at least 15 days prior to
the Interest Rate Step Up Trigger Date (the “Notification Date”) that, in respect of the year ended December 31,
2025:


 


(1)            the
Sustainability Performance Target has been satisfied; and


 


(2)            the
satisfaction of the Sustainability Performance Target has been confirmed by the External Verifier in accordance with its customary
procedures.


 


If, as of the Notification
Date, (x) the Company fails, or is unable, to provide the Satisfaction Notification, (y) the Sustainability Performance
Target has not been satisfied or (z) the External Verifier has not confirmed satisfaction of the Sustainability Performance
Target, the 2027 Notes Subsequent Rate of Interest will apply from and including the first day of the interest rate period ending
on the Interest Rate Step Up Trigger Date up to, and including, the maturity date of the 2027 Notes. Whenever in this Supplemental
Indenture there is mentioned, in any context, the payment of amounts based upon the principal amount of the 2027 Notes or of principal,
interest or of any other amount payable under, or with respect to, such 2027 Notes, such mention shall be deemed to include mention
of the payment of interest for such 2027 Notes calculated at the 2027 Notes Subsequent Rate of Interest, as context may require,
to the extent that, in such context, interest calculated at the 2027 Notes Subsequent Rate of Interest is, was or would be payable
in respect thereof.


 






    38


     


    

 


Article 3

REDEMPTION AND PREPAYMENT


 


Section 3.01      Notices
to Trustee.


 


If the Company elects
to redeem Notes of a Series pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish
to the Trustee, at least 15 days (or such shorter period as the Trustee may in its sole discretion allow) but not more than 60
days before a redemption date, an Officer’s Certificate setting forth:


 


(1)            the
clause of this Supplemental Indenture pursuant to which the redemption shall occur;


 


(2)            the
redemption date;


 


(3)            the
principal amount of Notes of a Series to be redeemed; and


 


(4)            the
redemption price or, where the redemption price cannot be calculated at the time of such notice, the method of calculation thereof.


 


Section 3.02       Selection
of Notes to Be Redeemed or Purchased.


 


If less than all of
the Notes of a Series are to be redeemed at any time, the Trustee shall select Notes of such Series for redemption on
a pro rata basis among all outstanding Notes of such Series or, if the Notes of such Series are listed on any
national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes
of such Series are listed, in either case, unless otherwise required by law or depositary requirements.


 


In the event of partial
redemption by lot, the particular Notes of such Series to be redeemed or purchased shall be selected, unless otherwise provided
herein, not less than 10 nor more than 60 days prior to the redemption by the Trustee from the outstanding Notes of such Series not
previously called for redemption.


 


The Trustee shall promptly
notify the Company in writing of the Notes of a Series selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of Notes of a Series selected shall be in amounts
of $2,000 or whole multiples of $1,000 in excess of $2,000; except that if all of the Notes of such Series of a Holder are
to be redeemed or purchased, the entire outstanding amount of Notes of such Series held by such Holder, even if not a multiple
of $1,000 shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Supplemental Indenture
that apply to Notes of such Series called for redemption also apply to portions of Notes of such Series called for redemption.


 


No Notes of $2,000
or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail or delivered electronically at least
10 but not more than 60 days before the redemption date to each Holder of Notes of a Series to be redeemed at its registered
address, except that redemption notices may be mailed or delivered electronically more than 60 days prior to a redemption date
if the notice is issued in connection with a defeasance of the Notes of such Series or a satisfaction and discharge of this
Supplemental Indenture.


 






    39


     


    

 


If any Note of a Series is
to be redeemed in part only, the notice of redemption that relates to that Note of such Series shall state the portion of
the principal amount of that Note of such Series that is to be redeemed. A new Note of a Series in principal amount equal
to the unredeemed portion of the original Note of such Series shall be issued in the name of the Holder of Notes of such Series upon
cancellation of the original Note of such Series. Notes of a Series called for redemption become due on the date fixed for
redemption. On and after the redemption date, interest ceases to accrue on Notes of a Series or portions of them called for
redemption.


 


Section 3.03       Notice
of Redemption.


 


At least 10 days but
not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail, or delivered
electronically, a notice of redemption to each Holder whose Notes of a Series are to be redeemed at its registered address,
except that redemption notices may be mailed or delivered more than 60 days prior to a redemption date if the notice is issued
in connection with a defeasance of the Notes of such Series or a satisfaction and discharge of this Supplemental Indenture
pursuant to Articles 8 or 11 hereof.


 


The notice will identify
the Notes of a Series to be redeemed and will state:


 


(1)            the
redemption date;


 


(2)            the
redemption price or, where the redemption price cannot be calculated at the time of such notice, the method of calculation thereof;


 


(3)            if
any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption
date upon surrender of such Note, a new Note or Notes of such Series in principal amount equal to the unredeemed portion will
be issued upon cancellation of the original Note;


 


(4)            the
name and address of the Paying Agent;


 


(5)            that
Notes of such Series called for redemption must be surrendered to the Paying Agent to collect the redemption price;


 


(6)            that,
unless the Company defaults in making such redemption payment, interest on Notes of such Series called for redemption ceases
to accrue on and after the redemption date;


 


(7)            the
paragraph of the Notes of such Series and/or Section of this Supplemental Indenture pursuant to which the Notes of such
Series called for redemption are being redeemed; and


 


(8)            that
no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the
Notes of such Series.


 






    40


     


    

 


At the Company’s
request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however,
that the Company has delivered to the Trustee, at least four (4) Business Days prior to the date such notice of redemption
is to be distributed to the Holders (or such shorter period as the Trustee in its sole discretion may allow), an Officer’s
Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.


 


Any redemption and
notice thereof may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.


 


Section 3.04       Effect
of Notice of Redemption.


 


Once notice of redemption
is mailed or delivered in accordance with Section 3.03 hereof, Notes of a Series called for redemption become,
subject to any conditions precedent set forth in the notice of redemption, irrevocably due and payable on the redemption date at
the redemption price.


 


Section 3.05       Deposit
of Redemption or Purchase Price.


 


No later than 10:00
a.m. Eastern Time on the redemption or purchase date, the Company shall deposit with the Trustee or with the Paying Agent
money sufficient to pay the redemption or purchase price of, accrued interest and premium, if any, on all Notes of a Series to
be redeemed or purchased on that date. Promptly after the Company’s written request, the Trustee or the Paying Agent shall
promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts
necessary to pay the redemption or purchase price of, accrued interest and premium, if any, on, all Notes of such Series to
be redeemed or purchased.


 


If the Company complies
with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on
the Notes or the portions of Notes of a Series called for redemption or purchase. If a Note of a Series is redeemed or
purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid
interest shall be paid to the Person in whose name such Note of such Series was registered at the close of business on such
record date. If any Note of a Series called for redemption or purchase is not so paid upon surrender for redemption or purchase
because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from
the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes of such Series and in Section 4.01 hereof.


 


Section 3.06       Notes
Redeemed or Purchased in Part.


 


Upon surrender of a
Note of a Series that is redeemed or purchased in part, the Company shall issue and, upon receipt of an Authentication Order,
the Trustee shall authenticate for the Holder at the expense of the Company a new Note of such Series equal in principal amount
to the unredeemed or unpurchased portion of the Note surrendered.


 






    41


     


    

 


Section 3.07       Optional
Redemption.


 


(a)            At
any time prior to November 2, 2025 (one month prior to the maturity date of the 2025 Notes) (the “2025 par call date”),
and at any time prior to October 2, 2027 (two months prior to the maturity date of the 2027 Notes) (the “2027 par
call date” and, each of the 2025 par call date and the 2027 par call date, a “par call date”), the
Company may on any one or more occasions redeem all or a part of the applicable Series of Notes, upon not less than 10 nor
more than 60 days’ prior notice, at a redemption price equal to the greater of:


 


(i)            100%
of the principal amount of Notes of such Series to be redeemed; or


 


(ii)            the
sum, calculated by the Company, of the present value at such redemption date of all remaining scheduled payments of principal and
interest due on the Notes of such Series to be redeemed through the applicable par call date (excluding accrued but unpaid
interest to the redemption date) (calculated, with respect to the 2027 Notes, at a rate of 2.450% per annum until the interest
period ending on the Interest Rate Step Up Trigger Date, at which point the interest rate shall be deemed to be the 2027 Notes
Subsequent Rate of Interest unless the Sustainability Performance Target has been satisfied in respect of the year ended December 31,
2025 and the Company has provided confirmation thereof to the Trustee together with a related confirmation by the External Verifier
at least 15 days prior to the Interest Rate Step Up Trigger Date as set forth under Section 2.06, computed using a
discount rate equal to the Treasury Rate as of such redemption date plus (A) 25 basis points with respect to the 2025 Notes
or (B) 30 basis points with respect to the 2027 Notes;


 


plus, in either
case, accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders of Notes of such Series on
the relevant record date to receive interest due on the relevant interest payment date.


 


In addition, at any
time and from time to time on or after the applicable par call date, the Notes of the applicable Series will be redeemable,
in whole or in part at any time, at the Company’s option, at a redemption price equal to 100% of the principal amount of
the Notes of such Series being redeemed plus accrued and unpaid interest, if any, on such Notes to the redemption date.


 


(b)            Except
pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to the applicable par
call date.


 


(c)            Any
redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through
Section 3.06 hereof.


 


(d)            Notwithstanding
anything to the contrary in this Article 3, in connection with any tender offer for, or other offer to purchase, the Notes
of a Series, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes of such Series validly
tender and do not withdraw such Notes in such tender offer (or other offer to purchase) and the Company, or any third party making
such a tender offer (or other offer to purchase) in lieu of the Company, purchases all of the Notes of a Series validly tendered
and not withdrawn by such Holders, all of the Holders of the outstanding Notes will be deemed to have consented to such tender
offer (or other offer to purchase), and accordingly the Company will have the right, upon not less than 10 nor more than 60 days’
prior notice, given not more than 30 days following such tender offer expiration date (or purchase date pursuant to such other
offer), to redeem all Notes of such Series that remain outstanding following such purchase at a redemption price in cash equal
to the price paid to each other Holder (excluding any early tender, incentive or similar fee) in such tender offer (or other offer
to purchase), plus, to the extent not included in the tender offer payment (or payment pursuant to another offer to purchase),
accrued and unpaid interest, if any, to the date of redemption. In determining whether the Holders of at least 90.0% of the aggregate
principal of the then outstanding Notes of a Series have validly tendered and not withdrawn such Notes in a tender offer or
other offer to purchase, such calculation shall include all Notes owned of such Series by an Affiliate of the Company (notwithstanding
any provision of this Supplemental Indenture to the contrary).


 






    42


     


    

 


Section 3.08       Mandatory
Redemption.


 


The Company is not
required to make mandatory redemption or sinking fund payments with respect to the Notes.


 


Article 4

COVENANTS


 


Section 4.01       Payment
of Notes.


 


The Company shall pay
or cause to be paid the principal of, premium, if any, and interest on, the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest will be considered paid on the date due if the Paying Agent, if other than the
Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.


 


Section 4.02       Maintenance
of Office or Agency.


 


The Company will maintain
in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate of
the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices
and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails
to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the Trustee.


 


The Company may also
from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission
will in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City
of New York for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.


 






    43


     


    

 


The Company hereby
designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with this Section 4.02.


 


Section 4.03       Reports.


 


(a)          Whether
or not required by the SEC’s rules and regulations, so long as any Notes of a Series are outstanding, the Company
shall furnish to Holders of such Series or cause the Trustee to furnish to the Holders of Notes of such Series, within the
time periods (including any extensions thereof) specified in the SEC’s rules and regulations:


 


(1)            all
quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required
to file such reports; and


 


(2)            all
current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.


 


All such reports shall
be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each
annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s
independent registered public accounting firm. In addition, the Company shall file a copy of each of the reports referred to in
clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and
regulations applicable to such reports (unless the SEC will not accept such a filing). To the extent such filings are made, the
reports shall be deemed to be furnished to the Trustee and Holders of Notes. The Trustee shall not be responsible for determining
whether such filings have been made.


 


If, at any time, the
Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless
continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above
unless the SEC will not accept such a filing. The Company agrees that it shall not take any action for the purpose of causing the
SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for
any reason, the Company shall post the reports referred to in this Section 4.03(a) on its website within the time
periods that would apply if the Company were required to file those reports with the SEC.


 


(b)          In
addition, the Company and the Guarantors agree that, for so long as any Notes of a Series remain outstanding, at any time
they are not required to file the reports required by the preceding paragraphs with the SEC, they shall furnish to the Holders
of such Series and to securities analysts and prospective investors, upon their request, the information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act.


 


(c)          Delivery
of the reports and documents described above to the Trustee is for informational purposes only, and the Trustee’s receipt
of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee
is entitled to conclusively rely on an Officer’s Certificate).


 






    44


     


    

 


Section 4.04       Compliance
Certificate.


 


(a)            The
Company and each Guarantor shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officer’s Certificate
stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under
the supervision of the signing Officer(s) with a view to determining whether the Company has kept, observed, performed and
fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to
the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this
Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture
(or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have
knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge
no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, and
interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company
is taking or proposes to take with respect thereto.


 


(b)            So
long as any of the Notes are outstanding, the Company shall deliver to the Trustee, forthwith upon any Officer becoming aware of
any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the
Company is taking or proposes to take with respect thereto.


 


Section 4.05       Taxes.


 


The Company shall pay,
and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse
in any material respect to the Holders.


 


Section 4.06       Stay,
Extension and Usury Laws.


 


The Company and each
of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or
in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at
any time hereafter in force, that may affect the covenants or the performance of the Indenture; and the Company and each of the
Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant
that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee,
but shall suffer and permit the execution of every such power as though no such law has been enacted.


 


Section 4.07       Liens.


 


Prior to the occurrence
of a Release Event, the Company will not, and will not permit any Guarantor, to create or permit to exist any Lien (except Permitted
Liens) upon the Collateral or any Principal Property owned by the Company or any Guarantor or upon any Equity Interests issued
by, or Indebtedness of, any direct or indirect Subsidiary of the Company, to secure any Indebtedness of the Company or any Guarantor.


 






    45


     


    

 


Following the occurrence
of a Release Event, the Company will not, and will not permit any Guarantor, to create or permit to exist any Lien (except Permitted
Post-Release Liens) upon any Principal Property owned by the Company or any Guarantor or upon any Equity Interests issued by, or
Indebtedness of, any direct or indirect Subsidiary of the Company to secure any Indebtedness of the Company or any Guarantor without
providing for the Notes to be equally and ratably secured with (or prior to) any and all such Indebtedness and any other Indebtedness
similarly entitled to be equally and ratably secured for so long as such Indebtedness is so secured.


 


Notwithstanding the
immediately preceding paragraph, following the occurrence of a Release Event, the Company and the Guarantors may, without equally
and ratably securing the Notes, create, incur, assume or suffer to exist any Lien which would otherwise be prohibited by such paragraph
if, after giving effect thereto and at the time of determination, Aggregate Secured Debt does not exceed at any one time outstanding
the greater of (x) $1,250 million and (y) 15.0% of Consolidated Net Tangible Assets.


 


Following the occurrence
of a Release Event, if the Company or any Guarantor proposes to create or permit to exist any Lien upon any Principal Property
owned by the Company or any Guarantor or upon any Equity Interests or Indebtedness of any direct or indirect Subsidiary of the
Company to secure any Indebtedness, other than a Permitted Post-Release Lien or a Lien permitted pursuant to the previous paragraph,
the Company will give prior written notice thereof to the Trustee, who will give notice to the Holders of the Notes at the direction
and expense of the Company, and the Company will further agree, prior to or simultaneously with the creation of such Lien, effectively
to secure all the Notes equally and ratably with (or prior to) such other Indebtedness, for so long as such other Indebtedness
is so secured. Any Lien created for the benefit of the Holders of Notes pursuant to the second paragraph of this Section 4.07
shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and
discharge of the Lien that gave rise to the obligation to secure the Notes.


 


Section 4.08       Corporate
Existence.


 


Subject to Article 5
hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect:


 


(1)            its
corporate existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary; and


 


(2)            the
rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries;


 


provided,
however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership
or other existence of any of its Subsidiaries, if (a) the Company shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not
adverse in any material respect to the Holders of the Notes or (b) if a Subsidiary is to be dissolved, such Subsidiary has
no assets.


 






    46


     


    

 


Section 4.09       Offer
to Repurchase Upon Change of Control Triggering Event.


 


(a)          Upon
the occurrence of a Change of Control Triggering Event, the Company will make an offer (a “Change of Control Offer”)
to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that Holder’s
Notes of a Series at a purchase price in cash equal to 101% of the aggregate principal amount of Notes of such Series repurchased,
plus accrued and unpaid interest, if any, on the Notes of such Series repurchased to the date of purchase, subject to the
rights of Holders of Notes of such Series on the relevant record date to receive interest due on the relevant interest payment
date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the
Company will mail (or deliver electronically) a notice to each Holder describing the transaction or transactions that constitute
the Change of Control and stating:


 


(1)            that
the Change of Control Offer is being made pursuant to this Section 4.09 and that all Notes of such Series tendered
will be accepted for payment;


 


(2)            the
purchase price and the purchase date, which shall be no earlier than 10 days and no later than 60 days from the date such notice
is mailed or delivered (the “Change of Control Payment Date”);


 


(3)            that
any Note of such Series not tendered will continue to accrue interest;


 


(4)            that,
unless the Company defaults in the payment of the Change of Control Payment, all Notes of such Series accepted for payment
pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;


 


(5)            that
Holders electing to have any Notes of such Series purchased pursuant to a Change of Control Offer shall be required to surrender
the Notes of such Series, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes of
such Series completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third
Business Day preceding the Change of Control Payment Date;


 


(6)            that
Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second
Business Day preceding the Change of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder,
the principal amount of Notes of such Series delivered for purchase, and a statement that such Holder is withdrawing his election
to have the Notes of such Series purchased; and


 


(7)            that
Holders whose Notes of such Series are being purchased only in part will be issued new Notes of such Series equal in
principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal
amount or an integral multiple of $1,000 in excess of $2,000.


 


The Company shall comply
with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the repurchase of the Notes of a Series as a result of
a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the
provisions of this Section 4.09, the Company shall comply with the applicable securities laws and regulations and shall
not be deemed to have breached its obligations under this Section 4.09 by virtue of such compliance.


 






    47


     


    

 


(b)          On
the Change of Control Payment Date, the Company shall, to the extent lawful:


 


(1)            accept
for payment all Notes or portions of Notes of a Series properly tendered pursuant to the Change of Control Offer;


 


(2)            deposit
with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes of such Series properly
tendered; and


 


(3)            deliver
or cause to be delivered to the Trustee the Notes of such Series properly accepted together with an Officer’s Certificate
stating the aggregate principal amount of Notes of such Series or portions of Notes of such Series being purchased by
the Company.


 


The Paying Agent shall
promptly distribute to each Holder of Notes of a Series properly tendered the Change of Control Payment for the Notes of such
Series, and the Trustee shall promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new
Note of such Series equal in principal amount to any unpurchased portion of the Notes of such Series surrendered, if
any; provided that each new Note of such Series shall be in a principal amount of $2,000 or an integral multiple of
$1,000 in excess of $2,000. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable
after the Change of Control Payment Date.


 


(c)          The
provisions described in Section 4.09(a) and (b) shall apply whether or not other provisions of this
Supplemental Indenture are applicable. Except as described in Section 4.09(a) and (b) hereof, Holders of
Notes of such Series shall not be permitted to require that the Company repurchase or redeem the Notes of such Series in
the event of a takeover, recapitalization or similar transaction.


 


(d)          Notwithstanding
anything to the contrary in this Section 4.09, the Company shall not be required to make a Change of Control Offer
upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times
and otherwise in compliance with the requirements set forth in this Section 4.09 and purchases all Notes of a Series properly
tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption with respect to the applicable Series has
been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption
price. A Change of Control Offer may be made in advance of a Change of Control Triggering Event, with the obligation to pay and
the timing of payment conditioned upon the occurrence of a Change of Control Triggering Event, if a definitive agreement to effect
a Change of Control is in place at the time the Change of Control Offer is made.


 


(e)          If
Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes of a Series validly tender and do not
withdraw such Notes of such Series in a Change of Control Offer and the Company, or any third party making a Change of Control
Offer in lieu of the Company in accordance with Section 4.09(d), purchases all of the Notes of such Series validly
tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’
prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Notes
of such Series that remain outstanding following such purchase at a redemption price in cash equal to the applicable Change
of Control Payment, plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, to
the date of redemption. In determining whether the Holders of at least 90.0% of the aggregate principal of the then outstanding
Notes of such Series have validly tendered and not withdrawn such Notes of such Series in a Change of Control Offer,
such calculation shall include all Notes of such Series owned by an Affiliate of the Company (notwithstanding any provision
of this Supplemental Indenture to the contrary).


 






    48


     


    

 


Section 4.10       Additional
Subsidiary Guarantees.


 


If,


 


(1)            the
Company or any of its Subsidiaries acquires or creates another Subsidiary after the date of this Supplemental Indenture and such
Subsidiary Guarantees any Obligations of the Company under the Credit Agreement, or


 


(2)            any
Subsidiary that does not Guarantee any Obligations of the Company under the Credit Agreement as of the date of this Supplemental
Indenture (as amended, restated, modified, renewed, refunded, replaced or refinanced from time to time) subsequently Guarantees
any Obligations of the Company under the Credit Agreement, or


 


(3)            if
there is no Indebtedness of the Company outstanding under the Credit Agreement at that time, any Subsidiary of the Company (including
any newly acquired or created Subsidiary) Guarantees any Obligations with respect to any other Additional Indebtedness,


 


then such newly acquired or created Subsidiary
or Subsidiary that subsequently Guarantees Obligations under the Credit Agreement or other Additional Indebtedness, as the case
may be, will become a Guarantor of the Notes and execute a supplemental indenture in the form attached hereto as Exhibit E
and deliver an Opinion of Counsel satisfactory to the Trustee within 60 business days of the date on which it was acquired or created
or guaranteed other Indebtedness for borrowed money of the Company, as the case may be.


 


Article 5

SUCCESSORS


 


Section 5.01     Merger,
Consolidation or Sale of Assets.


 


The Company shall not,
directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving
corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or
assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:


 


(1)            either:


 






    49


     


    

 


(A)            the
Company is the surviving corporation; or


 


(B)            the
Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer,
conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing
under the laws of the United States, any state of the United States or the District of Columbia; provided that if the Person
is a partnership or limited liability company, then a corporation wholly-owned by such Person organized or existing under the laws
of the United States, any state of the United States or the District of Columbia that does not and will not have any material assets
or operations shall become a co-issuer of the Notes pursuant to a supplemental indenture duly executed by the Trustee;


 


(2)           the
Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment,
transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes and the Indenture
pursuant to a supplemental indenture or other documents and agreements reasonably satisfactory to the Trustee;


 


(3)           immediately
after such transaction, no Default or Event of Default exists; and


 


(4)           prior
to a Release Event, to the extent any assets of the Person which is merged, consolidated or amalgamated with or into the Person
formed by or surviving any such consolidation or merger (if other than the Company) are assets of the type which would constitute
Collateral under the Note Security Documents, the Person formed by or surviving any such consolidation or merger (if other than
the Company) will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien
of the Note Security Documents in the manner and to the extent required in this Indenture or any of the Note Security Documents
and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Note Security Documents.


 


In addition, the Company
will not, directly or indirectly, lease all or substantially all of the properties and assets of it and the Guarantors taken as
a whole, in one or more related transactions, to any other Person.


 


This Section 5.01
shall not apply to:


 


(1)           a
merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction or forming
a direct or indirect holding company of the Company; and


 


(2)           any
sale, transfer, assignment, conveyance, lease or other disposition of assets between or among the Company and its Subsidiaries,
including by way of merger or consolidation.


 






    50


     


    

 


Section 5.02       Successor
Corporation Substituted.


 


Upon any consolidation
or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties
or assets of the Company and its Subsidiaries taken as a whole in a transaction that is subject to, and that complies with the
provisions of, Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Company
is merged or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, and be substituted
for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, conveyance or other disposition,
the provisions of this Indenture referring to the “Company” shall refer instead to the successor Person and not to
the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from
the obligation to pay the principal of, premium, if any, and interest on, the Notes except in the case of a sale of all of the
Company’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01
hereof.


 


Article 6

DEFAULTS AND REMEDIES


 


Section 6.01       Events
of Default.


 


(a)          Each
of the following is an “Event of Default” with respect to the Notes of a Series:


 


(1)          default
for 30 days in the payment when due of interest on the Notes of such Series;


 


(2)          default
in the payment when due of the principal of, or premium, if any, on the Notes of such Series;


 


(3)          failure
by the Company or any Guarantor for 60 days after written notice to the Company by the Trustee or the Holders of at least 30% in
aggregate principal amount of the Notes of such Series that are then outstanding to comply with any of the agreements in this
Supplemental Indenture (other than a default referred to in clause (1) or (2) of this Section 6.01(a));


 


(4)          default
under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness
for money borrowed by the Company or any Guarantor (or the payment of which is Guaranteed by the Company or any Guarantor), whether
such Indebtedness or Guarantee now exists, or is created after the date of this Supplemental Indenture, if that default:


 


(A)            is
caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace
period provided in such Indebtedness on the date of such default (a “Payment Default”); or


 


(B)            results
in the acceleration of such Indebtedness prior to its express maturity,


 






    51


     


    

 


and, in each
case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which
there has been a Payment Default or the maturity of which has been so accelerated, exceeds the greater of (i) 1.5% of Total
Assets and (ii) $375.0 million; provided that this clause (4) shall not apply to (i) secured Indebtedness
that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to a Person
that is not an Affiliate of the Company; (ii) Non-Recourse Debt (except to the extent that the Company or any of the Guarantors
that are not parties to such Non-Recourse Debt becomes directly or indirectly liable, including pursuant to any contingent obligation,
for any such Non-Recourse Debt and such liability, individually or in the aggregate, exceeds the greater of (a) 1.5% of Total
Assets and (b) $375.0 million), and (iii) to the extent constituting Indebtedness, any indemnification, guarantee or
other credit support obligations of the Company or any of the Guarantors in connection with any tax equity financing entered into
by a non-Guarantor Subsidiary or any standard securitization undertakings of the Company or any of the Guarantors in connection
with any securitization or other structured finance transaction entered into by a non-Guarantor Subsidiary;


 


(5)          except
as permitted by this Supplemental Indenture, any Subsidiary Guarantee of any Guarantor (or any group of Guarantors) that constitutes
a Significant Subsidiary shall be held in any final and non-appealable judicial proceeding to be unenforceable or invalid or shall
cease for any reason to be in full force and effect or any Guarantor (or any group of Guarantors) that constitutes a Significant
Subsidiary, or any Person acting on behalf of any Guarantor (or any group of Guarantors) that constitutes a Significant Subsidiary,
shall deny or disaffirm its or their obligations under its or their Subsidiary Guarantee(s);


 


(6)          the
Company or any of the Guarantors of the Notes of such Series that is a Significant Subsidiary or any group of Guarantors of
the Notes of such Series that, taken together, would constitute a Significant Subsidiary:


 


(A)            commences
a voluntary case,


 


(B)            consents
to the entry of an order for relief against it in an involuntary case,


 


(C)            consents
to the appointment of a custodian of it or for all or substantially all of its property,


 


(D)            makes
a general assignment for the benefit of its creditors, or


 


(E)            generally
is not paying its debts as they become due;


 


(7)           a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(A)            is
for relief against the Company or any Guarantor of the Notes of such Series that is a Significant Subsidiary or any group
of Guarantors of the Notes of such Series that, taken together, would constitute a Significant Subsidiary;


 






    52


     


    

 


(B)            appoints
a custodian of the Company or any Guarantor of the Notes of such Series that is a Significant Subsidiary or any group of Guarantors
of the Notes of such Series that, taken together, would constitute a Significant Subsidiary for all or substantially all of
the property of the Company or any Guarantor; or


 


(C)            orders
the liquidation of the Company or any Guarantor of the Notes of such Series that is a Significant Subsidiary or any group
of Guarantors of the Notes of such Series that, taken together, would constitute a Significant Subsidiary;


 


and the order or decree remains
unstayed and in effect for 60 consecutive days; or


 


(8)           other
than by reason of the satisfaction in full of all obligations under this Indenture and discharge of this Indenture with respect
to the Notes of such Series or the release of such Collateral with respect to the Notes of such Series in accordance
with the terms of this Indenture and the Note Security Documents,


 


(A)            in
the case of any security interest with respect to Collateral having a fair market value in excess of 5% of Total Assets, individually
or in the aggregate, such security interest under the Note Security Documents shall, at any time, cease to be a valid and perfected
security interest or shall be declared invalid or unenforceable and any such default continues for 30 days after notice of such
default shall have been given to the Company by the Trustee or the Holders of at least 30% in aggregate principal amount of the
Notes of such Series that are outstanding, except to the extent that any such default (i) results from the failure of
the Collateral Trustee to maintain possession of certificates, promissory notes or other instruments actually delivered to it representing
securities pledged under the Note Security Documents, or (ii) to the extent relating to Collateral consisting of real property,
is covered by a title insurance policy with respect to such real property and such insurer has not denied coverage; or


 


(B)            the
Company or any Guarantor of the Notes of such Series that is a Significant Subsidiary (or any group of Guarantors of the Notes
of such Series that, taken together, would constitute a Significant Subsidiary) shall assert, in any pleading in any court
of competent jurisdiction, that any security interest under any Note Security Document is invalid or unenforceable.


 


(b)           Any
notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration
or take any other action (a “Noteholder Direction”) provided by any one or more Holders of the then outstanding
Notes of a Series (each, a “Directing Holder”) must be accompanied by a written representation with a medallion
guaranteed signature from each such Holder to the Company and the Trustee that such Holder is not (or, in the case such Holder
is DTC or its nominee, that such Holder is being instructed solely by Beneficial Owners that are not) Net Short (a “Position
Representation”), which representation, in the case of a Noteholder Direction relating to a notice of Default (a “Default
Direction”) shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to
exist or the Notes of such Series are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder
Direction, covenant to provide the Company with such other information as it may reasonably request from time to time in order
to verify the accuracy of such Directing Holder’s Position Representation within five Business Days of request therefor (a
 “Verification Covenant”). In any case in which the Holder is DTC or its nominee, any Position Representation
or Verification Covenant required hereunder shall be provided by the Beneficial Owner of the Notes of such Series in lieu
of DTC or its nominee, and DTC shall be entitled to rely on such Position Representation and Verification Covenant in delivering
its direction to the Trustee.


 






    53


     


    

 


If, following the delivery
of a Noteholder Direction, but prior to acceleration of the Notes of the applicable Series, the Company determines in good faith
that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation
and provides to the Trustee an Officer’s Certificate stating that the Company has initiated litigation in a court of competent
jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and
seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect
to such Event of Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically
reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such
matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes of such Series, the Company
provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant,
the cure period with respect to such Event of Default shall be automatically stayed and the cure period with respect to any Event
of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed until
such time as the Company provides the Trustee with an Officer’s Certificate that the Verification Covenant has been satisfied;
provided that the Company shall promptly deliver such Officer’s Certificate to the Trustee upon becoming aware that the Verification
Covenant has been satisfied. Any breach of the Position Representation (as evidenced by the delivery to the Trustee of the Officer’s
Certificate stating that a Directing Holder failed to satisfy its Verification Covenant) shall result in such Holder’s participation
in such Noteholder Direction being disregarded; and if, without the participation of such Holder, the percentage of Notes of such
Series held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide
such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall
be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction
or any notice of such Default or Event of Default.


 


Notwithstanding anything
in the preceding two paragraphs to the contrary, (i) any Noteholder Direction delivered to the Trustee during the pendency
of an Event of Default specified in clause (6) or (7) of Section 6.01(a) shall not require compliance
with the foregoing paragraphs and (ii) a notice of Default may not be given with respect to any action taken, and reported
publicly or to Holders, more than two years prior to such notice of Default. The Trustee shall have no obligation to monitor or
determine whether a Holder is Net Short and can rely conclusively on a Directing Holder’s Position Representation, the Officer’s
Certificates delivered by the Company and determinations made by a court of competent jurisdiction.


 






    54


     


    

 


Section 6.02       Acceleration.


 


In the case of an Event
of Default specified in clause (6) or (7) of Section 6.01(a) hereof, with respect to the Company, any
Guarantor of the Company that is a Significant Subsidiary or any group of Guarantors of the Company that, taken together, would
constitute a Significant Subsidiary, all outstanding Notes of such Series will become due and payable immediately without
further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in
aggregate principal amount of the then outstanding Notes of such Series may declare all the Notes of such Series to be
due and payable immediately. Upon any such declaration, the Notes of such Series shall become due and payable immediately.


 


Section 6.03       Other
Remedies


 


If an Event of Default
occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, premium, if any,
or interest on, the Notes of a Series or to enforce the performance of any provision of the Notes of such Series or this
Indenture.


 


The Trustee may maintain
a proceeding even if it does not possess any of the Notes of such Series or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Holder of a Note of such Series in exercising any right or remedy accruing upon
an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All
remedies are cumulative to the extent permitted by law.


 


Section 6.04       Waiver
of Past Defaults.


 


The Holders of a majority
in aggregate principal amount of the then outstanding Notes of a Series by written notice to the Trustee may, on behalf of
the Holders of all of the Notes of such Series waive any existing Default or Event of Default and its consequences hereunder,
except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, the Notes
of such Series (including in connection with an offer to purchase); provided, however, that the Holders of a majority
in aggregate principal amount of the then outstanding Notes of such Series may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist,
and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver
shall extend to any subsequent or other Default or impair any right consequent thereon.


 


Section 6.05       Control
by Majority.


 


Subject to the terms
of the Collateral Trust Agreement and certain other limitations, Holders of a majority in principal amount of the Notes of each
Series that are then outstanding may direct the time, method and place of conducting any proceeding for exercising any remedy
available to the Trustee in its exercise of any trust or power. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes of a Series or
that may involve the Trustee in personal liability.


 






    55


     


    

 


Section 6.06       Limitation
on Suits.


 


No Holder of a Note
may pursue any remedy with respect to this Indenture or the Notes unless:


 


(1)            such
Holder has previously given the Trustee written notice that an Event of Default is continuing;


 


(2)            Holders
of at least 30% in aggregate principal amount of the then outstanding Notes of such Series make a written request to the Trustee
to pursue the remedy;


 


(3)            such
Holder or Holders have offered the Trustee security or indemnity reasonably satisfactory to the Trustee against any loss, liability
or expense it may incur;


 


(4)            the
Trustee does not comply with such request within 60 days after receipt of the request and the offer of security or indemnity; and


 


(5)            during
such 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes of such Series do not
give the Trustee a direction inconsistent with such request.


 


A Holder of a Note
may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.


 


Section 6.07       Rights
of Holders of Notes to Receive Payment.


 


Notwithstanding any
other provision of this Indenture, the right of any Holder of a Note to receive payment of principal of, premium, if any, or interest
on, the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or
to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without
the consent of such Holder.


 


Section 6.08       Collection
Suit by Trustee.


 


If an Event of Default
specified in Section 6.01(a) (1) or (2) hereof occurs and is continuing, the Trustee is authorized to
recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium,
if any, and interest on, remaining unpaid on, the Notes of a Series and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.


 






    56


     


    

 



 


Section 6.09     Trustee
May File Proofs of Claims.


 


The Trustee is authorized
to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the
Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, and any other amounts due to the Trustee under this Indenture, including without limitation,
under Section 7.01 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, and any other amounts due to the Trustee under this Indenture, including without limitation,
under Section 7.01 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the
same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization
or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept
or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the
rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 


Section 6.10     Priorities.


 


If the Trustee collects
any money pursuant to this Article 6 or, after an Event of Default, any money or other property distributable in respect of
the Company’s obligations under this Indenture, such money shall be applied in the following order:


 


First:
to the Trustee, its agents and attorneys for amounts due under Section 7.07 of the Base Indenture, including payment of all
compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;


 


Second:
to Holders of Notes of a Series for amounts due and unpaid on the Notes of such Series for principal, premium, if any,
and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes of such
Series for principal, premium, if any, and interest, respectively; and


 


Third:
to the Company or to such party as a court of competent jurisdiction shall direct.


 


The Trustee may fix
a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.


 


Section 6.11     Undertaking
for Costs.


 


In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it
as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07
hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes.


 






    57


     


    

 


Article 7

TRUSTEE


 


Section 7.01     Compensation
and Indemnity.


 


(a)          The
Company will pay to the Trustee compensation as agreed in writing from time to time for its acceptance of this Indenture and services
hereunder. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The
Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made
by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and
expenses of the Trustee’s agents and counsel. The Trustee may earn compensation in the form of short-term interest on items
like uncashed distribution checks (from the date issued until the date cashed), funds that the Trustee is directed not to invest,
deposits awaiting investment direction or received too late to be invested overnight in previously directed investments.


 


(b)          The
Company and the Guarantors will indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising
out of or in connection with the acceptance or administration of its duties under this Indenture (including the fees and expenses
of counsel), including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this
Section 7.01) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or
any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except
to the extent any such loss, liability or expense may be attributable to its gross negligence, bad faith or willful misconduct.
The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify
the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor
will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will
pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without
its consent, which consent will not be unreasonably withheld.


 


(c)          The
obligations of the Company and the Guarantors under this Section 7.01 will survive the satisfaction and discharge of
this Indenture.


 


(d)          To
secure the Company’s and the Guarantors’ payment obligations in this Section 7.01, the Trustee will have
a Lien prior to the Notes of a Series on all money or property held or collected by the Trustee, except that held in trust
to pay principal of, premium, if any, or interest on, particular Notes of such Series. Such Lien will survive the satisfaction
and discharge of this Indenture.


 


(e)          When
the Trustee incurs expenses or renders services after an Event of Default specified in clause (6) or (7) of Section 6.01(a) hereof
occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended
to constitute expenses of administration under any Bankruptcy Law.


 






    58


     


    

 


(f)          The
Company’s and Guarantors’ obligations under this Section 7.01 shall survive the resignation or removal
of the Trustee, any termination of this Supplemental Indenture, including any termination or rejection of this Supplemental Indenture
in any insolvency or similar proceeding and the repayment of all the Notes of a Series.


 


Article 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.01     Option
to Effect Legal Defeasance or Covenant Defeasance.


 


The Company may at
any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officer’s Certificate, elect
to have either Section 8.02 or Section 8.03 hereof be applied to all outstanding Notes of a Series upon
compliance with the conditions set forth below in this Article 8.


 


Section 8.02     Legal
Defeasance and Discharge.


 


Upon the Company’s
exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and each
of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed
to have been discharged from their obligations with respect to all outstanding Notes of a Series (including the Subsidiary
Guarantees) on the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Legal
Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid
and discharged the entire Indebtedness represented by the outstanding Notes of such Series (including the Subsidiary Guarantees),
which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the
other Sections of the Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations
under such Notes of such Series, the Subsidiary Guarantees and this Supplemental Indenture and, to the extent applicable, the Base
Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the
same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:


 


(1)            the
rights of Holders of outstanding Notes of such Series to receive payments in respect of the principal of, premium, if any,
or interest on such Notes of such Series when such payments are due from the trust referred to in Section 8.04
hereof;


 


(2)            the
Company’s obligations with respect to such Notes of such Series under Article 2 and Section 4.02 hereof;


 


(3)            the
rights, powers, trusts, duties, indemnities and immunities of the Trustee hereunder and under the Base Indenture, and the Company’s
and the Guarantors’ obligations in connection therewith; and


 


(4)            this
Article 8.


 






    59


     


    

 


Subject to compliance
with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03 hereof.


 


Section 8.03     Covenant
Defeasance.


 


Upon the Company’s
exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and the Guarantors
shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their
obligations under Section 4.07, Section 4.09 and Section 4.10 hereof with respect to the outstanding
Notes of a Series on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter,
 “Covenant Defeasance”), and the Notes of such Series will thereafter be deemed not “outstanding”
for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection
with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood
that such Notes of such Series will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance
means that, with respect to the outstanding Notes of a Series and Subsidiary Guarantees, the Company and the Guarantors may
omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference
in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default
or an Event of Default under Section 6.01(a) hereof, but, except as specified above, the remainder of the Indenture
and such Notes of such Series and Subsidiary Guarantees shall be unaffected thereby. In addition, upon the Company’s
exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(3), (4), (5) and
(8) hereof shall not constitute Events of Default.


 


Section 8.04     Conditions
to Legal or Covenant Defeasance.


 


In order to exercise
either Legal Defeasance or Covenant Defeasance under either Section 8.02 or Section 8.03 hereof:


 


(1)           the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized
investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of, premium, if any, and interest
on, the outstanding Notes of a Series on the stated date for payment thereof or on the applicable redemption date, as the
case may be, and the Company must specify whether the Notes of such Series are being defeased to such stated date for payment
or to a particular redemption date;


 


(2)           in
the case of an election under Section 8.02 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably
acceptable to the Trustee confirming that:


 


(A)            the
Company has received from, or there has been published by, the Internal Revenue Service a ruling; or


 


(B)            since
the date of this Supplemental Indenture, there has been a change in the applicable federal income tax law,


 






    60


     


    

 


in either case to the effect that,
and based thereon such Opinion of Counsel shall confirm that, the Holders and Beneficial Owners of the outstanding Notes of such
Series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will
be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such
Legal Defeasance had not occurred;


 


(3)            in
the case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably
acceptable to the Trustee confirming that the Holders and Beneficial Owners of the outstanding Notes of a Series will not
recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance
had not occurred;


 


(4)            no
Default or Event of Default shall have occurred and is continuing on the date of such deposit (other than a Default or Event of
Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other
Indebtedness), and the granting of Liens to secure such borrowings);


 


(5)            such
Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged
or replaced) to which the Company or any of the Guarantors is a party or by which the Company or any of the Guarantors is bound;


 


(6)            the
Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the
intent of preferring the Holders of Notes of a Series over the other creditors of the Company with the intent of defeating,
hindering, delaying or defrauding any creditors of the Company or others; and


 


(7)            the
Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.


 


Section 8.05     Deposited
Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.


 


Subject to Section 8.06
hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04
hereof in respect of the outstanding Notes of a Series shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Notes of such Series and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of such Series of
all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated
from other funds except to the extent required by law.


 






    61


     


    

 


The Company shall pay
and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other
than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes of such Series.


 


Notwithstanding anything
in this Article 8 to the contrary, the Trustee shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the
opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee (which may be the opinion delivered under Section 8.04 hereof), are in excess of the amount thereof
that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


Section 8.06     Repayment
to Company.


 


Any money deposited
with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any,
or interest on, any Note and remaining unclaimed for two years after such principal, premium, if any, or interest has become due
and payable shall be paid to the Company on its written request or (if then held by the Company) will be discharged from such trust;
and the Holder of such Note will thereafter be permitted to look only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at
the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice
that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of
such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company.


 


Section 8.07     Reinstatement.


 


If the Trustee or Paying
Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with Section 8.02 or
Section 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the Company’s and the Guarantors’ obligations
under the Indenture and the Notes and the Subsidiary Guarantees will be revived and reinstated as though no deposit had occurred
pursuant to Section 8.02 or Section 8.03 hereof until such time as the Trustee or Paying Agent is permitted
to apply all such money in accordance with Section 8.02 or Section 8.03 hereof, as the case may be; provided,
however, that, if the Company makes any payment of principal of, premium, if any, or interest on, any Note following the reinstatement
of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the
money held by the Trustee or Paying Agent.


 






    62


     


    

 


Article 9

AMENDMENT, SUPPLEMENT AND WAIVER


 


Section 9.01     Without
Consent of Holders of Notes.


 


Notwithstanding Article 9
of the Base Indenture and Section 9.02 of this Supplemental Indenture, without the consent of any Holder of Notes of
a Series, the Company, the Guarantors and the Trustee may amend or supplement this Supplemental Indenture, the Notes of such Series,
the Subsidiary Guarantees, the Collateral Trust Agreement or the Note Security Documents:


 


(1)            to
cure any ambiguity, mistake, defect or inconsistency;


 


(2)            to
provide for uncertificated Notes in addition to or in place of certificated Notes (provided that such uncertificated Notes are
issued in registered form for U.S. tax purposes);


 


(3)            to
provide for the assumption of the Company’s Obligations to Holders of Notes of such Series in the case of a merger or
consolidation or sale of all or substantially all of the Company’s assets;


 


(4)            to
make any change that would provide any additional rights or benefits to the Holders of the Notes of such Series or that does
not adversely affect the legal rights under this Supplemental Indenture of any such Holder;


 


(5)            to
conform the text of this Supplemental Indenture or the Notes of such Series to any provision of the “Description of
the Notes” section of the Company’s Offering Memorandum;


 


(6)            to
evidence and provide for the acceptance and appointment under this Supplemental Indenture of a successor Trustee pursuant to the
requirements hereof;


 


(7)            to
provide for the issuance of Additional Notes in accordance with the limitations set forth in this Supplemental Indenture as of
the date hereof;


 


(8)            to
allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes of such Series;


 


(9)            to
add Collateral with respect to any or all of the Notes;


 


(10)            in
the case of any Note Security Document, to include therein any legend required to be set forth therein pursuant to the Collateral
Trust Agreement or to modify any such legend as required by the Collateral Trust Agreement;


 


(11)            to
release Collateral from the Lien securing the Notes of such Series when permitted or required by the Note Security Documents,
the Indenture or the Collateral Trust Agreement;


 






    63


     


    

 


(12)            to
enter into any intercreditor agreement having substantially similar terms with respect to the holders as those set forth in the
Collateral Trust Agreement, or any joinder thereto; or


 


(13)            with
respect to the Note Security Documents or the Collateral Trust Agreement, as provided in the Collateral Trust Agreement (including
to add or replace secured parties thereunder).


 


Upon the request of
the Company accompanied by a Board Resolution authorizing the execution of any such amendment or supplement, and upon receipt by
the Trustee of an Officer’s Certificate and Opinion of Counsel certifying that such amendment or supplement is authorized
or permitted by the terms of this Supplemental Indenture, the Trustee shall join with the Company and the Guarantors in the execution
of such amendment or supplement and make any further appropriate agreements and stipulations that may be therein contained, but
the Trustee shall not be obligated to enter into such amendment or supplement that affects its own rights, duties or immunities
under the Indenture or otherwise.


 


Section 9.02     With
Consent of Holders of Notes.


 


Except as provided
below in this Section 9.02, the Company and the Trustee may amend or supplement this Supplemental Indenture (including,
without limitation, Section 4.09 hereof), the Notes of a Series, the Subsidiary Guarantees, the Collateral Trust Agreement
or the Note Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes
of such Series then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange
offer for, or purchase of, any Notes of such Series), and, subject to Section 6.04 and Section 6.07 hereof,
any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium,
if any, or interest on, the Notes of such Series, except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of this Supplemental Indenture, such Notes or the Subsidiary Guarantees may be waived with the
consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes of such Series (including,
without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes of such
Series). Section 2.08 of the Base Indenture shall determine which Notes of such Series are considered to be “outstanding”
for purposes of this Section 9.02.


 


Upon the request of
the Company accompanied by a Board Resolution and upon the filing with the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders of Notes of such Series as aforesaid, and upon receipt by the Trustee of an Officer’s Certificate
and Opinion of Counsel certifying that such amendment, supplement or waiver is authorized or permitted by the terms of this Supplemental
Indenture, the Trustee shall join with the Company and the Guarantors in the execution of such amendment, supplement or waiver
unless such amendment, supplement or waiver directly affects the Trustee’s own rights, duties or immunities under the Indenture
or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amendment, supplement
or waiver.


 






    64


     


    

 


It is not necessary
for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement
or waiver, but it is sufficient if such consent approves the substance thereof.


 


After an amendment,
supplement or waiver under this Section 9.02 becomes effective, the Company shall mail or deliver electronically to
the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail
or deliver such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended
or supplemental indenture or waiver. Subject to Section 6.04 and Section 6.07 hereof and Section 9.02
of the Base Indenture, the Holders of a majority in aggregate principal amount of the Notes of such Series then outstanding
voting as a single class may waive compliance in a particular instance by the Company with any provision of this Supplemental Indenture,
the Notes or the Subsidiary Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver
under this Section 9.02 may not (with respect to any Notes of a Series held by a non-consenting Holder):


 


(1)            reduce
the principal amount of Notes of such Series whose Holders must consent to an amendment, supplement or waiver;


 


(2)            reduce
the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes of
such Series (other than provisions relating to the covenants described in Section 4.09 hereof and provisions relating
to the number of days’ notice to be given in case of redemption);


 


(3)            reduce
the rate of or change the time for payment of interest on any Note of such Series;


 


(4)            waive
a Default or Event of Default in the payment of principal of, premium, if any, or interest on, the Notes of such Series (except
a rescission of acceleration of such Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding
Notes of such Series and a waiver of the payment default that resulted from such acceleration);


 


(5)            make
any Note payable in currency other than that stated in the Notes of such Series;


 


(6)            make
any change in the provisions of this Supplemental Indenture relating to waivers of past Defaults or the rights of Holders of Notes
of such Series to receive payments of principal of, premium, if any, or, interest on, the Notes of such Series;


 


(7)            waive
a redemption payment with respect to any Note (other than a payment required by Section 4.09 hereof); or


 


(8)            make
any change in Section 9.02 hereof or Section 9.02 of the Base Indenture, as to the Notes of such Series, or in
the preceding amendment and waiver provisions.


 






    65


     


    

 


Notwithstanding the
foregoing, without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes of a Series then
outstanding, no amendment or waiver may (A) make any change in any Note Security Documents, the Collateral Trust Agreement
or the provisions in this Supplemental Indenture dealing with Collateral or application of trust proceeds of the Collateral with
the effect of releasing the Liens on all or substantially all of the Collateral which secure the Obligations in respect of the
Notes of such Series or (B) change or alter the priority of the Liens securing the Obligations in respect of the Notes
of such Series in any material portion of the Collateral in any way adverse to the Holders of the Notes of such Series in
any material respect, other than, in each case, as provided under the terms of the Note Security Documents or the Collateral Trust
Agreement.


 


Other than as expressly
provided in Section 9.02 above, the Base Indenture may only be amended, supplemented or otherwise modified as and to
the extent provided in the Base Indenture.


 


Section 9.03     [Reserved].


 


Section 9.04     Revocation
and Effect of Consents.


 


Until an amendment,
supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even
if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke
the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver
becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every
Holder.


 


Section 9.05     Notation
on or Exchange of Notes.


 


The Trustee may place
an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange
for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the
amendment, supplement or waiver.


 


Failure to make the
appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.


 


Section 9.06     Trustee
to Sign Amendments, etc.


 


Upon its receipt of
any documentation required to be delivered to it pursuant to this Article 9, the Trustee shall sign any amendment or supplement
authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities
or immunities of the Trustee. The Company may not sign an amendment or supplement until the Board of Directors of the Company approves
it. In executing any amendment or supplement pursuant to this Article 9, the Trustee will be entitled to receive and (subject
to Section 7.01 of the Base Indenture) will be fully protected in relying upon an Officer’s Certificate and an Opinion
of Counsel stating that the execution of such amendment or supplement is authorized or permitted by the Indenture and the Note
Security Documents.


 






    66


     


    

 


Article 10

SUBSIDIARY GUARANTEES


 


Section 10.01     Guarantee.


 


(a)          Subject
to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and
enforceability of the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:


 


(1)            the
principal of, premium, if any, and interest on, the Notes shall be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on, the Notes, if lawful, and
all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed,
all in accordance with the terms hereof and thereof; and


 


(2)            in
case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly
paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration
or otherwise.


 


Failing payment when
due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.


 


(b)          The
Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability
of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes
with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same
or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor
hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant
that this Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the Notes
and the Indenture.


 


(c)          If
any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the
Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and
effect.


 


(d)          Each
Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the
Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article 6 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in
the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether
or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. The
Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not
impair the rights of the Holders under the Subsidiary Guarantee.


 






    67


     


    

 


Section 10.02     Limitation
on Guarantor Liability.


 


Each Guarantor, and
by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee
of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee.
To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations
of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent
and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights
to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this Article 10, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting
a fraudulent transfer or conveyance.


 


Section 10.03     Execution
and Delivery of Subsidiary Guarantee.


 


Each Guarantor hereby
agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof will remain in full force and effect notwithstanding
any failure to endorse on each Note a notation of such Subsidiary Guarantee.


 


If an Officer whose
signature is on this Supplemental Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee
authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee will be valid nevertheless.


 


The delivery of any
Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Subsidiary Guarantee set forth
in this Supplemental Indenture on behalf of the Guarantors.


 


Section 10.04     Guarantors
May Consolidate, etc., on Certain Terms.


 


Except as otherwise
provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets
to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than
the Company or another Guarantor, unless:


 


(1)            immediately
after giving effect to such transaction, no Default or Event of Default exists; and


 






    68


     


    

 


(2)            subject
to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by
or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Subsidiary
Guarantee and this Supplemental Indenture on the terms set forth herein pursuant to a supplemental indenture in form and substance
reasonably satisfactory to the Trustee;


 


In case of any such
consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed
and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the
due and punctual performance of all of the covenants and conditions of this Supplemental Indenture to be performed by the Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein
as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon
all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All
the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Supplemental Indenture
as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Supplemental Indenture as though
all of such Subsidiary Guarantees had been issued at the date of the execution hereof.


 


Except as set forth
in Articles 4 and 5 hereof, and notwithstanding clause (2) above, nothing contained in this Supplemental Indenture or in any
of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent
any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another
Guarantor.


 


Section 10.05     Releases.


 


(a)          The
Subsidiary Guarantee of a Guarantor of a Series of Notes shall be released automatically:


 


(1)           in
connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of
merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary
of the Company;


 


(2)           in
connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after
giving effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that
Guarantor is not a direct or indirect Subsidiary of the Company;


 


(3)           upon
defeasance or satisfaction and discharge of such Series of Notes as provided in Section 8.01, Section 8.02,
Section 8.03, Section 8.04 and Section 11.01 hereof;


 


(4)           upon
the dissolution of a Guarantor that is permitted under this Supplemental Indenture; or


 






    69


     


    

 


(5)           otherwise
with respect to the Guarantee of any Guarantor:


 


(A)            upon
the prior consent of Holders of at least a majority in aggregate principal amount of the applicable Series of Notes then outstanding;


 


(B)            if
the Company has Indebtedness outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under
the Credit Agreement to the release of such Guarantor’s Guarantee of all Obligations under the Credit Agreement, or, if there
is no Indebtedness of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders
of all other Indebtedness for borrowed money of the Company that is guaranteed by such Guarantor at that time outstanding to the
release of such Guarantor’s Guarantee of all Obligations with respect to all other Indebtedness for borrowed money that is
guaranteed by such Guarantor at that time outstanding; or


 


(C)            if
the Company has Indebtedness outstanding under the Credit Agreement at that time, upon the release of such Guarantor’s Guarantee
of all Obligations of the Company under the Credit Agreement, or, if there is no Indebtedness of the Company outstanding under
the Credit Agreement at that time, upon the release of such Guarantor’s Guarantee of all Obligations with respect to all
other Indebtedness for borrowed money of the Company at that time outstanding.


 


(b)           The
Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance
or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof.


 


(c)           Upon
delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the action
or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this
Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor
from its obligations under its Guarantee.


 


(d)           Any
Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain
liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor
under the Indenture as provided in this Article 10.


 


Article 11

SATISFACTION AND DISCHARGE


 


Section 11.01     Satisfaction
and Discharge.


 


This Supplemental Indenture
will be discharged and will cease to be of further effect as to all Notes of a Series issued hereunder, when:


 


(1)            either:


 






    70


     


    

 


(A)            all
Notes of such Series that have been authenticated, except lost, stolen or destroyed Notes of such Series that have been
replaced or paid and Notes of such Series for whose payment money has been deposited in trust and thereafter repaid to the
Company, have been delivered to the Trustee for such Notes of such Series for cancellation; or


 


(B)            all
Notes of such Series that have not been delivered to the Trustee for cancellation have become due and payable by reason of
the distribution of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor
has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders,
cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government
Securities, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge
the entire Indebtedness on the Notes of such Series not delivered to the Trustee for cancellation for principal, premium,
if any, and interest to the date of maturity or redemption;


 


(2)            in
respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred
and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to
be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other
instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;


 


(3)            the
Company or any Guarantor has paid or caused to be paid all sums payable by it with respect to such Series of Notes under this
Supplemental Indenture; and


 


(4)            the
Company has delivered irrevocable instructions to the Trustee under this Supplemental Indenture to apply the deposited money toward
the payment of the Notes of such Series at maturity or on the redemption date, as the case may be.


 


In addition, the Company must deliver an
Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.


 


Notwithstanding the
satisfaction and discharge of this Supplemental Indenture, if money has been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section 11.01, the provisions of Sections 11.02 and Section 8.06 hereof
will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.07
of the Base Indenture, that, by their terms, survive the satisfaction and discharge of this Supplemental Indenture.


 


Section 11.02     Application
of Trust Money.


 


Subject to the provisions
of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be
held in trust and applied by it, in accordance with the provisions of the Notes and the Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal, premium, if any, and interest for whose payment such money has been deposited with the Trustee;
but such money need not be segregated from other funds except to the extent required by law.


 






    71


     


    

 


If the Trustee or Paying
Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any
legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Company’s and any Guarantor’s obligations under this Supplemental Indenture and the
Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided
that if the Company has made any payment of principal of, premium, if any, or interest on, any Notes because of the reinstatement
of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the
money or Government Securities held by the Trustee or Paying Agent.


 


Article 12

MISCELLANEOUS


 


Section 12.01     [Reserved].


 


Section 12.02     Notices.


 


Any notice or communication
by the Company, any Guarantor or the Trustee to the others is duly given if in writing, in English, and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested), telecopier, as a “.pdf” attachment
to an email or overnight air courier guaranteeing next day delivery, to the others’ address:


 


If to the Company and/or any Guarantor:


 


NRG Energy, Inc.

804 Carnegie Place

Princeton, NJ 08540

Telecopier No.: (609) 524-4501

Attention: General Counsel


 


If to the Trustee:


 


60 Wall Street, 24th Floor





Mail Stop: NYC60-2405





New York, New York 10005





USA





Attn: Corporates Team, Deal ID SF3599





Facsimile: (732) 578-4635


 


The Company, any Guarantor
or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.


 






    72


     


    

 


All notices and communications
(other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered;
five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and
the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.


 


Any notice or communication
to a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier
guaranteeing next day delivery to its address shown on the register kept by the Registrar. Failure to mail a notice or communication
to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.


 


If a notice or communication
is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.


 


If the Company mails
a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.


 


Section 12.03     [Reserved].


 


Section 12.04     No
Personal Liability of Directors, Officers, Employees and Stockholders.


 


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 Supplemental Indenture, the Subsidiary Guarantees 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.


 


Section 12.05     Governing
Law.


 


THE INTERNAL LAW OF
THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES
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.


 


Section 12.06     No
Adverse Interpretation of Other Agreements.


 


This Supplemental Indenture
may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person.
Any such indenture, loan or debt agreement may not be used to interpret this Supplemental Indenture.


 


Section 12.07     Successors.


 


All agreements of the
Company in the Indenture and the Notes will bind its successors. All agreements of the Trustee in the Indenture will bind its successors.
All agreements of each Guarantor in this Supplemental Indenture will bind its successors, except as otherwise provided in Section 10.05
hereof.


 






    73


     


    

 


Section 12.08     Severability.


 


In case any provision
in the Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired thereby.


 


Section 12.09     Counterpart
Originals.


 


The parties may sign
any number of copies of this Supplemental Indenture. Each signed copy will be an original, but all of them together represent the
same agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the
Electronic Signatures in Global and National Commerce Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures
and Records Act or other applicable law (e.g., www.docusign.com)) (an “Electronic Signature”) or other
transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be legally valid,
effective and enforceable for all purposes.


 


Section 12.10     Table
of Contents, Headings, etc.


 


The Table of Contents,
Cross-Reference Table and Headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience
of reference only, are not to be considered a part of this Supplemental Indenture and will in no way modify or restrict any of
the terms or provisions hereof.


 


[Signatures on following page]


 






    74


     


    

 


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


 


	 	NRG ENERGY, INC.
	 	 
	 	By:	 /s/ Gaëtan C. Frotté
	
	 	 	Name: Gaëtan C. Frotté
	
	 	 	Title: Senior Vice President and Treasurer




 


		GUARANTORS:
	 	 
	 	ACE ENERGY, INC.
	
	 	ALLIED HOME WARRANTY GP LLC
	
	 	ALLIED WARRANTY LLC
	
	 	ARTHUR KILL POWER LLC
	
	 	ASTORIA GAS TURBINE POWER LLC
	
	 	BIDURENERGY, INC.
	
	 	CABRILLO POWER I LLC
	
	 	CABRILLO POWER II LLC
	
	 	CARBON MANAGEMENT SOLUTIONS LLC
	
	 	CIRRO ENERGY SERVICES, INC.
	
	 	CIRRO GROUP, INC.
	
	 	CONNECTICUT JET POWER LLC
	
	 	DEVON POWER LLC
	
	 	DUNKIRK POWER LLC
	
	 	EASTERN SIERRA ENERGY COMPANY LLC
	
	 	EL SEGUNDO POWER, LLC
	
	 	EL SEGUNDO POWER II LLC
	
	 	ENERGY CHOICE SOLUTIONS LLC
	
	 	ENERGY PLUS HOLDINGS LLC
	
	 	ENERGY PLUS NATURAL GAS LLC
	
	 	EVERYTHING ENERGY LLC
	
	 	FORWARD HOME SECURITY, LLC
	
	 	GCP FUNDING COMPANY, LLC
	
	 	GREEN MOUNTAIN ENERGY COMPANY
	
	 	GREGORY PARTNERS, LLC
	
	 	GREGORY POWER PARTNERS LLC
	
	 	HUNTLEY POWER LLC
	
	 	INDEPENDENCE ENERGY ALLIANCE LLC
	
	 	INDEPENDENCE ENERGY GROUP LLC
	
	 	INDEPENDENCE ENERGY NATURAL GAS LLC
	
	 	INDIAN RIVER OPERATIONS INC.
	
	 	INDIAN RIVER POWER LLC
	
	 	MERIDEN GAS TURBINES LLC
	
	 	MIDDLETOWN POWER LLC





 


[Signature Page to
Supplemental Indenture—Secured]


 






    


     


    

 


	 	MONTVILLE POWER LLC

	 	NEO CORPORATION

	 	NEW GENCO GP, LLC

	 	NORWALK POWER LLC

	 	NRG ADVISORY SERVICES LLC

	 	NRG AFFILIATE SERVICES INC.

	 	NRG ARTHUR KILL OPERATIONS INC.

	 	NRG ASTORIA GAS TURBINE OPERATIONS INC.

	 	NRG BUSINESS SERVICES LLC

	 	NRG CABRILLO POWER OPERATIONS INC.

	 	NRG CALIFORNIA PEAKER OPERATIONS LLC

	 	NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC

	 	NRG CONNECTED HOME LLC

	 	NRG CURTAILMENT SOLUTIONS, INC.

	 	NRG DEVELOPMENT COMPANY INC.

	 	NRG DEVON OPERATIONS INC.

	 	NRG DISPATCH SERVICES LLC

	 	NRG DISTRIBUTED ENERGY RESOURCES HOLDINGS LLC

	 	NRG DISTRIBUTED GENERATION PR LLC

	 	NRG DUNKIRK OPERATIONS INC.

	 	NRG ECOKAP HOLDINGS LLC

	 	NRG EL SEGUNDO OPERATIONS INC.

	 	NRG ENERGY LABOR SERVICES LLC

	 	NRG ENERGY SERVICES GROUP LLC

	 	NRG GENERATION HOLDINGS INC.

	 	NRG GREENCO LLC

	 	NRG HOME & BUSINESS SOLUTIONS LLC

	 	NRG HOME SERVICES LLC

	 	NRG HOME SOLUTIONS LLC

	 	NRG HOME SOLUTIONS PRODUCT LLC

	 	NRG HOMER CITY SERVICES LLC

	 	NRG HQ DG LLC

	 	NRG HUNTLEY OPERATIONS INC.

	 	NRG IDENTITY PROTECT LLC

	 	NRG ILION LP LLC

	 	NRG INTERNATIONAL LLC

	 	NRG MEXTRANS INC.

	 	NRG MIDDLETOWN OPERATIONS INC.

	 	NRG MONTVILLE OPERATIONS INC.

	 	NRG NORTH CENTRAL OPERATIONS INC.

	 	NRG NORWALK HARBOR OPERATIONS INC.

	 	NRG OSWEGO HARBOR POWER OPERATIONS INC.

	 	NRG PORTABLE POWER LLC




 


[Signature Page to
Supplemental Indenture—Secured]


 






    


     


    

 




 


	 	NRG POWER MARKETING LLC
	 	NRG RENTER'S PROTECTION LLC
	 	NRG RETAIL LLC
	 	NRG RETAIL NORTHEAST LLC
	 	NRG ROCKFORD ACQUISITION LLC
	 	NRG SAGUARO OPERATIONS INC.
	 	NRG SECURITY LLC
	 	NRG SERVICES CORPORATION
	 	NRG SIMPLYSMART SOLUTIONS LLC
	 	NRG TEXAS GREGORY LLC
	 	NRG TEXAS HOLDING INC.
	 	NRG TEXAS LLC
	 	NRG TEXAS POWER LLC
	 	NRG WARRANTY SERVICES LLC
	 	NRG WEST COAST LLC
	 	NRG WESTERN AFFILIATE SERVICES INC.
	 	OSWEGO HARBOR POWER LLC
	 	RELIANT ENERGY NORTHEAST LLC
	 	RELIANT ENERGY POWER SUPPLY, LLC
	 	RELIANT ENERGY RETAIL HOLDINGS, LLC
	 	RELIANT ENERGY RETAIL SERVICES, LLC
	 	RERH HOLDINGS, LLC
	 	SAGUARO POWER LLC
	 	SGE ENERGY SOURCING, LLC
	 	SGE TEXAS HOLDCO, LLC
	 	SOMERSET OPERATIONS INC.
	 	SOMERSET POWER LLC
	 	STREAM ENERGY COLUMBIA, LLC
	 	STREAM ENERGY DELAWARE, LLC
	 	STREAM ENERGY ILLINOIS, LLC
	 	STREAM ENERGY MARYLAND, LLC
	 	STREAM ENERGY NEW JERSEY, LLC
	 	STREAM ENERGY NEW YORK, LLC
	 	STREAM ENERGY PENNSYLVANIA, LLC
	 	STREAM GEORGIA GAS SPE, LLC
	 	STREAM OHIO GAS & ELECTRIC, LLC
	 	STREAM SPE GP, LLC
	 	TEXAS GENCO GP, LLC
	 	TEXAS GENCO HOLDINGS, INC.
	 	TEXAS GENCO LP, LLC
	 	US RETAILERS LLC
	 	VIENNA OPERATIONS INC.
	 	VIENNA POWER LLC
	 	WCP (GENERATION) HOLDINGS LLC
	 	WEST COAST POWER LLC
	 	XOOM ALBERTA HOLDINGS, LLC


 


[Signature
Page to Supplemental Indenture—Secured]


 






    


     


    

 


	 	XOOM BRITISH COLUMBIA HOLDINGS, LLC
	 	XOOM ENERGY GLOBAL HOLDINGS, LLC
	 	XOOM ENERGY, LLC
	 	XOOM ONTARIO HOLDINGS, LLC
	 	XOOM SOLAR, LLC
	 	 
	 	By:	/s/ Gaëtan C. Frotté
	 	 	Name: Gaëtan C. Frotté
	 	 	Title: Treasurer
	 	 
	 	NRG CONSTRUCTION LLC
	 	NRG ENERGY SERVICES LLC
	 	NRG MAINTENANCE SERVICES LLC
	 	NRG RELIABILITY SOLUTIONS LLC
	 	 
	 	By:	/s/ Linda Weigand
	 	 	Name: Linda Weigand
	 	 	Title: Treasurer
	 	 
	 	ENERGY PROTECTION INSURANCE COMPANY
	 	 
	 	By:	/s/ David Callen
	 	 	Name: David Callen
	 	 	Title: Vice President
	 	 
	 	NRG ILION LIMITED PARTNERSHIP
	 	By: NRG Rockford Acquisition LLC,
	 	its General Partner
	 	 
	 	By:	/s/ Gaëtan C. Frotté
	 	 	Name: Gaëtan C. Frotté
	 	 	Title: Treasurer
	 	 
	 	NRG SOUTH TEXAS LP
	 	By: Texas Genco GP, LLC,
	 	its General Partner
	 	 
	 	By:	/s/ Gaëtan C. Frotté
	 	 	Name: Gaëtan C. Frotté
	 	 	Title: Treasurer



 


[Signature
Page to Supplemental Indenture—Secured]


 







    


     


    

 


	 	TEXAS GENCO SERVICES, LP
	 	By: New Genco GP, LLC,
	 	its General Partner
	 	 
	 	By:	/s/ Gaëtan C. Frotté
	 	 	Name: Gaëtan C. Frotté
	 	 	Title: Treasurer
	 	 
	 	ENERGY ALTERNATIVES WHOLESALE, LLC
	 	NRG OPERATING SERVICES, INC.
	 	NRG SOUTH CENTRAL OPERATIONS INC.
	 	 
	 	By:	/s/ David Callen
	 	 	Name: David Callen
	 	 	Title: Vice President
	 	 
	 	STREAM SPE, LTD.
	 	By: STREAM SPE GP, LLC,
	 	the sole general partner
	 	 
	 	By:	/s/ Gaëtan C. Frotté
	 	 	Name: Gaëtan C. Frotté
	 	 	Title: Treasurer
	 	 
	 	XOOM ENERGY CALIFORNIA, LLC
	 	 
	 	By:	/s/ Leonard Gardner
	 	 	Name: Leonard Gardner
	 	 	Title: Vice President
	 	 
	 	XOOM ENERGY CONNECTICUT, LLC
	 	XOOM ENERGY DELAWARE, LLC
	 	XOOM ENERGY GEORGIA, LLC
	 	XOOM ENERGY ILLINOIS, LLC
	 	XOOM ENERGY INDIANA, LLC
	 	XOOM ENERGY KENTUCKY, LLC
	 	XOOM ENERGY MAINE, LLC
	 	XOOM ENERGY MARYLAND, LLC
	 	XOOM ENERGY MASSACHUSETTS, LLC
	 	XOOM ENERGY MICHIGAN, LLC
	 	XOOM ENERGY NEW HAMPSHIRE, LLC



 


[Signature
Page to Supplemental Indenture—Secured]


 







    


     


    

 


	 	XOOM ENERGY NEW JERSEY, LLC
	 	XOOM ENERGY NEW YORK, LLC
	 	XOOM ENERGY OHIO, LLC
	 	XOOM ENERGY PENNSYLVANIA, LLC
	 	XOOM ENERGY RHODE ISLAND, LLC
	 	XOOM ENERGY TEXAS, LLC
	 	XOOM ENERGY VIRGINIA, LLC
	 	XOOM ENERGY WASHINGTON D.C., LLC
	 	 
	 	By: XOOM ENERGY, LLC,
	 	the sole member
	 	 
	 	By:	/s/ Gaëtan C. Frotté
	 	 	Name: Gaëtan C. Frotté
	 	 	Title: Treasurer


 


[Signature Page to
Supplemental Indenture—Secured]


 






    


     


    

 


	 	TRUSTEE:
	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS
	 	 
	 	By:	/s/ Bridgette Casanovas
	 	Name: Bridgette Casanovas
	 	Title: Vice President
	 	 
	 	By:	/s/ Jacqueline Bartnick
	 	Name: Jacqueline Bartnick
	 	Title: Director


 


[Signature
Page to Supplemental Indenture—Secured]


 






    


     


    

 


EXHIBIT A-1


 


[Face
of Note]


 


CUSIP/CINS 629377 CN0


 


2.000% Senior Secured First Lien Notes due
2025


 


	No.           	$            


 


NRG ENERGY, INC.


 


promises
to pay to              or registered assigns,


 


the principal
sum of                                                                               DOLLARS on December 2, 2025.


 


Interest Payment Dates: June 2 and
December 2


 


Record Dates: May 16 and November 16


 


Dated:                                 


 


This Note is one of the Securities


Of a Series designated therein referred to


in the within-mentioned Base Indenture.


 






    A1-1


     


    

 


IN WITNESS WHEREOF,
the Issuer has caused this instrument to be duly executed.


 


	 	NRG ENERGY, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    A1-2


     


    

 


DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee


 


	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 




 






    A1-3


     


    

 


[Back of Note]

2.000% Senior Secured First Lien Notes due 2025


 


[Insert the Global Legend, if applicable
pursuant to the provisions of the Indenture]


 


[Insert the Private Placement Legend,
if applicable pursuant to the provisions of the Indenture]


 


[Insert the Original Issue Discount
Legend, if applicable pursuant to the provisions of the Indenture]


 


Capitalized terms used
herein have the meanings assigned to them in the Supplemental Indenture referred to below unless otherwise indicated.


 


(1)          INTEREST.
NRG Energy, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount
of this Note at 2.000% per annum from December 2, 2020 until maturity. The Company shall pay interest semi-annually in arrears
on June 2 and December 2 of each year, or if any such day is not a Business Day, on the next succeeding Business Day
(each, an “Interest Payment Date”). Interest on this Note will accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default
in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further,
that the first Interest Payment Date shall be June 2, 2021. Interest will be computed on the basis of a 360-day year of twelve
30-day months.


 


(2)          METHOD
OF PAYMENT. The Company shall pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders
of Notes at the close of business on the May 16 and November 16 next preceding the Interest Payment Date, even if such
Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12
of the Base Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, and interest
at the office or agency of the Paying Agent and Registrar within the City and State of New York, or, at the option of the Company,
payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided
that payment by wire transfer of immediately available funds will be required with respect to principal of, premium, if any,
and interest on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the
Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts.


 


(3)          PAYING
AGENT AND REGISTRAR. Initially, Deutsche Bank Trust Company Americas, the Trustee under the Indenture, will act as Paying Agent
and Registrar. The Company may change the Paying Agent or Registrar without prior notice to the Holders of the Notes. The Company
or any of its Subsidiaries may act as Paying Agent or Registrar.


 


(4)          INDENTURE.
This Note is one of a duly authenticated series of securities of the Company issued and to be issued in one or more series under
an Indenture (the “Base Indenture”), dated as of December 2, 2020, between the Company and the Trustee,
as amended by the Supplemental Indenture (the “Supplemental Indenture” and, together with the Base Indenture,
the “Indenture”), dated as of December 2, 2020, among the Company, the Guarantors and the Trustee. The
terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to
the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of
the Base Indenture, the provisions of this Note shall govern and be controlling, and to the extent any provision of this Note conflicts
with the express provisions of the Supplemental Indenture, the provisions of the Supplemental Indenture shall govern and be controlling.
The Company shall be entitled to issue Additional Notes pursuant to Section 2.05 of the Supplemental Indenture. The Notes
are secured first lien obligations of the Company.


 






    A1-4


     


    

 


(5)          OPTIONAL
REDEMPTION.


 


(a)            At
any time prior to November 2, 2025 (one month prior to the maturity date of the Notes) (the “par call date”),
the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’
prior notice, at a redemption price equal to the greater of:


 


(i)            100%
of the principal amount of the Notes to be redeemed; or


 


(ii)            the
sum, calculated by the Company, of the present value at such redemption date of all remaining scheduled payments of principal and
interest due on the Notes to be redeemed through the par call date (excluding accrued but unpaid interest to the redemption date),
computed using a discount rate equal to the Treasury Rate as of such redemption date plus 25 basis points;


 


plus, in
either case, accrued and unpaid interest, if any, to the redemption date, subject to the rights of Holders of Notes on the relevant
record date to receive interest due on the relevant interest payment date.


 


In addition,
at any time and from time to time on or after the par call date, the Notes will be redeemable, in whole or in part at any time,
at the Company’s option, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued
and unpaid interest, if any, on such Notes to the redemption date.


 


(b)            Except
pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to the par call date.


 


Any redemption
pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.07 of the Supplemental Indenture.


 


(6)          MANDATORY
REDEMPTION. The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.


 






    A1-5


     


    

 


(7)          REPURCHASE
AT THE OPTION OF HOLDER.


 


(a)            Upon
the occurrence of a Change of Control Triggering Event, the Company will make an offer (a “Change of Control Offer”)
to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that Holder’s
Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid
interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record
date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company
will mail (or deliver electronically) a notice to each Holder setting forth the procedures governing the Change of Control Offer
as required by the Indenture.


 


(8)          NOTICE
OF REDEMPTION. At least 10 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed,
by first class mail, or deliver electronically, a notice of redemption to each Holder whose Notes are to be redeemed at its registered
address, except that redemption notices may be mailed or delivered more than 60 days prior to a redemption date if the notice is
issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Supplemental Indenture pursuant to Articles
8 or 11 thereof. Notes and portions of Notes selected will be in amounts of $2,000 or whole multiples of $1,000 in excess thereof;
except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such
Holder shall be redeemed or purchased.


 


(9)          DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000
in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Supplemental Indenture.
The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Supplemental Indenture. The
Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed
portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period
of 15 days before a selection of Notes to be redeemed or during the period between a record date and the next succeeding Interest
Payment Date.


 


(10)          PERSONS
DEEMED OWNERS. The registered Holder of a Note may be treated as the owner of it for all purposes. Only registered Holders
have rights under the Indenture.


 


(11)          AMENDMENT,
SUPPLEMENT AND WAIVER. The Base Indenture may be amended as provided therein. Subject to certain exceptions, the Supplemental
Indenture, the Notes or the Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a
majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class,
and any existing Default or Event of Default or compliance with any provision of the Supplemental Indenture or the Notes or the
Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding
Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of Notes, the Supplemental
Indenture, the Notes, the Subsidiary Guarantees, the Collateral Trust Agreement or the Note Security Documents may be amended or
supplemented (i) to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in
addition to or in place of certificated Notes (provided that such uncertificated Notes are issued in registered form for U.S. tax
purposes), (iii) to provide for the assumption of the Company’s Obligations to Holders of the Notes in the case of a
merger or consolidation or sale of all or substantially all of the Company’s assets pursuant to Article 5 of the Supplemental
Indenture, (iv) to add Collateral with respect to any or all of the Notes; (v) to make any change that would provide
any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Supplemental
Indenture of any such Holder, (vi) [reserved], (vii) to conform the text of the Supplemental Indenture or the
Notes to any provision of the “Description of the Notes” section of the Company’s Offering Memorandum, (viii) to
evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor trustee pursuant to the
requirements thereof, (ix) to provide for the issuance of Additional Notes in accordance with the limitations set forth in
the Supplemental Indenture, (x) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with
respect to the Notes, (xi) in the case of any Note Security Document, to include therein any legend required to be set forth
therein pursuant to the Collateral Trust Agreement or to modify any such legend as required by the Collateral Trust Agreement,
(xii) to release Collateral from the Lien securing the notes when permitted or required by the Note Security Documents, the
Indenture or the Collateral Trust Agreement, (xiii) to enter into any intercreditor agreement having substantially similar
terms with respect to the Holders as those set forth in the Collateral Trust Agreement, or any joinder thereto; or (xiv) with
respect to the Note Security Documents, as provided in the Collateral Trust Agreement (including to add or replace secured parties).


 






    A1-6


     


    

 


(12)          DEFAULTS
AND REMEDIES. Events of Default include: (i) default for 30 days in the payment when due of interest on, the Notes; (ii) default
in the payment when due of the principal of, or premium on, if any, the Notes; (iii) failure by the Company or any Guarantor
for 60 days after written notice to the Company by the Trustee or the Holders of at least 30% in aggregate principal amount of
the Notes then outstanding to comply with any of the agreements in the Supplemental Indenture (other than a default referred to
in clause (i) or (ii) of Section 6.01 of the Indenture); (iv) default under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company
or any Guarantor (or the payment of which is Guaranteed by the Company or any Guarantor), whether such Indebtedness or Guarantee
now exists, or is created after the date of the Supplemental Indenture, if that default: (A) is caused by a failure to pay
principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a “Payment Default”); or (B) results in the acceleration of such
Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been
so accelerated, exceeds the greater of (1) 1.5% of Total Assets and (2) $375.0 million; provided that this clause
(iv) shall not apply to (a) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the
property or assets securing such Indebtedness to a Person that is not an Affiliate of the Company; (b) Non-Recourse Debt (except
to the extent that the Company or any of the Guarantors that are not parties to such Non-Recourse Debt becomes directly or indirectly
liable, including pursuant to any contingent obligation, for any such Non-Recourse Debt and such liability, individually or in
the aggregate, exceeds the greater of (i) 1.5% of Total Assets and (ii) $375.0 million); and (c) to the extent constituting
Indebtedness, any indemnification, guarantee or other credit support obligations of the Company or any of the Guarantors in connection
with any tax equity financing entered into by a non-Guarantor Subsidiary or any standard securitization undertakings of the Company
or any of the Guarantors in connection with any securitization or other structured finance transaction entered into by a non-Guarantor
Subsidiary; (v) except as permitted by the Supplemental Indenture, any Subsidiary Guarantee of any Guarantor (or any group
of Guarantors) that constitutes a Significant Subsidiary shall be held in any final and non-appealable judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor (or any group of Guarantors)
that constitutes a Significant Subsidiary, or any Person acting on behalf of any Guarantor (or any group of Guarantors) that constitutes
a Significant Subsidiary, shall deny or disaffirm its or their obligations under its or their Subsidiary Guarantee(s); (vi) the
Company or any of the Guarantors that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute
a Significant Subsidiary: (A) commences a voluntary case, (B) consents to the entry of an order for relief against it
in an involuntary case, (C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes a general assignment for the benefit of its creditors, or (E) generally is not paying its debts as they become
due; or (vii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief
against the Company or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute
a Significant Subsidiary; (B) appoints a custodian of the Company or Guarantor that is a Significant Subsidiary or any group
of Guarantors that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of
the Company or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute
a Significant Subsidiary; or (C) orders the liquidation of the Company or any Guarantor that is a Significant Subsidiary or
any group of Guarantors that, taken together, would constitute a Significant Subsidiary; and the order or decree remains unstayed
and in effect for 60 consecutive days.


 






    A1-7


     


    

 


(13)          TRUSTEE
DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.
However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply
to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee
is also subject to and entitled to the benefits of Article 7 of the Base Indenture.


 


(14)          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, the Indenture, the Subsidiary Guarantees
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.


 


(15)          AUTHENTICATION.
This Note will not be valid until authenticated by the manual signature or Electronic Signature of the Trustee or an authenticating
agent.


 






    A1-8


     


    

 


(16)          ABBREVIATIONS.
Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian),
and U/G/M/A (= Uniform Gifts to Minors Act).


 


(17)          CUSIP
NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company
has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience
to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.


 


(18)          GOVERNING
LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE SUBSIDIARY
GUARANTEES 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.


 


The Company shall furnish
to any Holder upon written request and without charge a copy of the Base Indenture and/or the Supplemental Indenture. Requests
may be made to:


 


NRG Energy, Inc.

804 Carnegie Center

Princeton, NJ 08540

Attention: General Counsel


 


 



    A1-9


     


    

 


ASSIGNMENT FORM


 


To assign this Note,
fill in the form below:


 


	(I) or (we) assign and transfer this Note to: 	 
	 	(Insert assignee’s legal name)


 


	 
	(Insert assignee’s soc. sec. or tax I.D. no.)
	 
	 
	 
	 
	 
	 
	 
	(Print or type assignee’s name, address and zip code)


 


and irrevocably appoint __________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute another to act for him.


 


Date:                                 


 


	 	 	Your Signature:	                      
	 	 	(Sign exactly as your name appears on the face of this Note)
	 	 	 
	Signature Guarantee*:	 	 	 
	 	 	 	 	 


 


*       Participant
in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).


 






    A1-10


     


    

 


Option of Holder to Elect Purchase


 


If you want to elect
to have this Note purchased by the Company pursuant to Section 4.09 of the Supplemental Indenture, check here:  ̈


 


If you want to elect
to have only part of the Note purchased by the Company pursuant to Section 4.09 of the Supplemental Indenture, state the amount
you elect to have purchased:


 


$                                  


 


Date:                                 


	 	 	Your Signature:	 
	 	 	(Sign exactly as your name appears on the face of this Note)



 


	 	  	Tax Identification No.:	                   



 


	Signature Guarantee*:	 	 	 


 


*            Participant
in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).


 






    A1-11


     


    

 


SCHEDULE OF EXCHANGES OF INTERESTS IN
THE GLOBAL NOTE *


 


The following exchanges
of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been made:


 


	Date of
    

Exchange	 	Amount
    of 

    decrease in 

    Principal Amount 

    of

    this Global Note	 	Amount
    of 

    increase in 

    Principal Amount 

    of

    this Global Note	 	Principal
    Amount 

    of this Global 

    Note 

    following such 

    decrease

    (or increase)	 	Signature
    of 

    authorized officer 

    of Trustee or 

    Custodian	 
		 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


*            This
schedule should be included only if the Note is issued in global form.


 






    A1-12


     


    

 



 


EXHIBIT A-2


 


[Face
of Note]


 


CUSIP/CINS 629377 CP5


 


2.450% Senior Secured First Lien Notes due
2027


 


	No.	 	 	$	 


 


NRG ENERGY, INC.


 


promises
to pay to     or registered assigns,


 


	the principal sum of 	 	DOLLARS on December 2, 2027.




 


Interest Payment Dates: June 2 and
December 2


 


Record Dates: May 16 and November 16


 


	Dated:	 	 




 


This Note is one of the Securities


Of a Series designated therein referred
to


in the within-mentioned Base Indenture.


 






    A-1


     


    

 


IN WITNESS WHEREOF,
the Issuer has caused this instrument to be duly executed.


 


	 	NRG ENERGY, INC.




 


	 	By:	 
	 	 	Name:
	 	 	Title:




 



    A-2


     


    

 


	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee	 




 


	By:	 	 
	 	Name:	 
	 	Title:	 




 



    A-3


     


    

 


[Back of Note]

2.450% Senior Secured First Lien Notes due 2027


 


[Insert the Global Legend, if applicable
pursuant to the provisions of the Indenture]


 


[Insert the Private Placement Legend,
if applicable pursuant to the provisions of the Indenture]


 


[Insert the Original Issue Discount
Legend, if applicable pursuant to the provisions of the Indenture]


 


Capitalized terms used
herein have the meanings assigned to them in the Supplemental Indenture referred to below unless otherwise indicated.


 


(1)            INTEREST.
NRG Energy, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount
of this Note at 2.450% per annum from December 2, 2020 until maturity, subject to the paragraph below.


 


From and including
the interest period ending on the Interest Rate Step Up Trigger Date, the interest rate payable on this Note shall be increased
once by 25 basis points to 2.700% per annum (the “2027 Notes Subsequent Rate of Interest”), unless the Company
has provided a Satisfaction Notification to the Trustee in writing on or before the Notification Date that in respect of the year
ended December 31, 2025: (i) the Sustainability Performance Target has been satisfied and (ii) the satisfaction
of the Sustainability Performance Target has been confirmed by the External Verifier in accordance with its customary procedures.
If as of the Notification Date (x) the Company fails, or is unable, to provide the Satisfaction Notification, (y) the
Sustainability Performance Target has not been satisfied or (z) the External Verifier has not confirmed satisfaction of the
Sustainability Performance Target, the 2027 Notes Subsequent Rate of Interest will apply for each interest period from and including
the interest period ending on the Interest Rate Step Up Trigger Date up to, and including, the Maturity Date. Whenever in this
Note there is mentioned, in any context, the payment of amounts based upon the principal amount of this Note or of principal, interest
or of any other amount payable under, or with respect to, this Note, such mention shall be deemed to include mention of the payment
of interest for this Note calculated at the 2027 Notes Subsequent Rate of Interest, as context may require, to the extent that,
in such context, interest calculated at the 2027 Notes Subsequent Rate of Interest is, was or would be payable in respect thereof.


 


The Company shall pay
interest semi-annually in arrears on June 2 and December 2 of each year, or if any such day is not a Business Day, on
the next succeeding Business Day (each, an “Interest Payment Date”). Interest on this Note will accrue from
the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that
if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; provided, further, that the first Interest Payment Date shall be June 2, 2021. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.


 






    A-4


     


    

 


(2)            METHOD
OF PAYMENT. The Company shall pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders
of Notes at the close of business on the May 16 and November 16 next preceding the Interest Payment Date, even if such
Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12
of the Base Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, and interest
at the office or agency of the Paying Agent and Registrar within the City and State of New York, or, at the option of the Company,
payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided
that payment by wire transfer of immediately available funds will be required with respect to principal of, premium, if any,
and interest on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the
Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts.


 


(3)            PAYING
AGENT AND REGISTRAR. Initially, Deutsche Bank Trust Company Americas, the Trustee under the Indenture, will act as Paying Agent
and Registrar. The Company may change the Paying Agent or Registrar without prior notice to the Holders of the Notes. The Company
or any of its Subsidiaries may act as Paying Agent or Registrar.


 


(4)            INDENTURE.
This Note is one of a duly authenticated series of securities of the Company issued and to be issued in one or more series under
an Indenture (the “Base Indenture”), dated as of December 2, 2020, between the Company and the Trustee,
as amended by the Supplemental Indenture (the “Supplemental Indenture” and, together with the Base Indenture,
the “Indenture”), dated as of December 2, 2020, among the Company, the Guarantors and the Trustee. The
terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to
the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of
the Base Indenture, the provisions of this Note shall govern and be controlling, and to the extent any provision of this Note conflicts
with the express provisions of the Supplemental Indenture, the provisions of the Supplemental Indenture shall govern and be controlling.
The Company shall be entitled to issue Additional Notes pursuant to Section 2.05 of the Supplemental Indenture. The Notes
are secured first lien obligations of the Company.


 


(5)            OPTIONAL
REDEMPTION.


 


(a)            At
any time prior to October 2, 2027 (two months prior to the maturity date of the Notes) (the “par call date”),
the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’
prior notice, at a redemption price equal to the greater of:


 


(i)            100%
of the principal amount of the Notes to be redeemed; or


 


(ii)            the
sum, calculated by the Company, of the present value at such redemption date of all remaining scheduled payments of principal
and interest due on the Notes to be redeemed through the par call date (excluding accrued but unpaid interest to the redemption
date) (calculated at a rate of 2.450% per annum until the interest period ending on the Interest Rate Step Up Trigger Date, at
which point the interest rate shall be deemed to be the 2027 Notes Subsequent Rate of Interest unless the Sustainability Performance
Target has been satisfied in respect of the year ended December 31, 2025 and the Company has provided confirmation thereof
to the Trustee together with a related confirmation by the External Verifier at least 15 days prior to the Interest Rate Step
Up Trigger Date as set forth in Section 2.06 of the Supplemental Indenture), computed using a discount rate equal to the
Treasury Rate as of such redemption date plus 30 basis points;


 



    A-5


     


    

 


plus, in
either case, accrued and unpaid interest, if any, to, the redemption date, subject to the rights of Holders of Notes on the relevant
record date to receive interest due on the relevant interest payment date.


 


In addition,
at any time and from time to time on or after the par call date, the Notes will be redeemable, in whole or in part at any time,
at the Company’s option, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued
and unpaid interest, if any, on such Notes to the redemption date.


 


(b)            Except
pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to the par call date.


 


Any redemption
pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.07 of the Supplemental Indenture.


 


(6)            MANDATORY
REDEMPTION. The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.


 


(7)            REPURCHASE
AT THE OPTION OF HOLDER.


 


(a)            Upon
the occurrence of a Change of Control Triggering Event, the Company will make an offer (a “Change of Control Offer”)
to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that Holder’s
Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid
interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record
date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company
will mail (or deliver electronically) a notice to each Holder setting forth the procedures governing the Change of Control Offer
as required by the Indenture.


 


(8)            NOTICE
OF REDEMPTION. At least 10 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed,
by first class mail, or deliver electronically, a notice of redemption to each Holder whose Notes are to be redeemed at its registered
address, except that redemption notices may be mailed or delivered more than 60 days prior to a redemption date if the notice is
issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Supplemental Indenture pursuant to Articles
8 or 11 thereof. Notes and portions of Notes selected will be in amounts of $2,000 or whole multiples of $1,000 in excess thereof;
except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such
Holder shall be redeemed or purchased.


 






    A-6


     


    

 


(9)            DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000
in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Supplemental Indenture.
The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Supplemental Indenture. The
Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed
portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period
of 15 days before a selection of Notes to be redeemed or during the period between a record date and the next succeeding Interest
Payment Date.


 


(10)          PERSONS
DEEMED OWNERS. The registered Holder of a Note may be treated as the owner of it for all purposes. Only registered Holders
have rights under the Indenture.


 


(11)          AMENDMENT,
SUPPLEMENT AND WAIVER. The Base Indenture may be amended as provided therein. Subject to certain exceptions, the Supplemental
Indenture, the Notes or the Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a
majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class,
and any existing Default or Event of Default or compliance with any provision of the Supplemental Indenture or the Notes or the
Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding
Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of Notes, the Supplemental
Indenture, the Notes, the Subsidiary Guarantees, the Collateral Trust Agreement or the Note Security Documents may be amended or
supplemented (i) to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in
addition to or in place of certificated Notes (provided that such uncertificated Notes are issued in registered form for U.S. tax
purposes), (iii) to provide for the assumption of the Company’s Obligations to Holders of the Notes in the case of a
merger or consolidation or sale of all or substantially all of the Company’s assets pursuant to Article 5 of the Supplemental
Indenture, (iv) to add Collateral with respect to any or all of the Notes; (v) to make any change that would provide
any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Supplemental
Indenture of any such Holder, (vi) [reserved], (vii) to conform the text of the Supplemental Indenture or the
Notes to any provision of the “Description of the Notes” section of the Company’s Offering Memorandum, (viii) to
evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor trustee pursuant to the
requirements thereof, (ix) to provide for the issuance of Additional Notes in accordance with the limitations set forth in
the Supplemental Indenture, (x) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with
respect to the Notes, (xi) in the case of any Note Security Document, to include therein any legend required to be set forth
therein pursuant to the Collateral Trust Agreement or to modify any such legend as required by the Collateral Trust Agreement,
(xii) to release Collateral from the Lien securing the notes when permitted or required by the Note Security Documents, the
Indenture or the Collateral Trust Agreement, (xiii) to enter into any intercreditor agreement having substantially similar
terms with respect to the Holders as those set forth in the Collateral Trust Agreement, or any joinder thereto; or (xiv) with
respect to the Note Security Documents, as provided in the Collateral Trust Agreement (including to add or replace secured parties).


 






    A-7


     


    

 


(12)          DEFAULTS
AND REMEDIES. Events of Default include: (i) default for 30 days in the payment when due of interest on, the Notes; (ii) default
in the payment when due of the principal of, or premium on, if any, the Notes; (iii) failure by the Company or any Guarantor
for 60 days after written notice to the Company by the Trustee or the Holders of at least 30% in aggregate principal amount of
the Notes then outstanding to comply with any of the agreements in the Supplemental Indenture (other than a default referred to
in clause (i) or (ii) of Section 6.01 of the Indenture); (iv) default under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company
or any Guarantor (or the payment of which is Guaranteed by the Company or any Guarantor), whether such Indebtedness or Guarantee
now exists, or is created after the date of the Supplemental Indenture, if that default: (A) is caused by a failure to pay
principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a “Payment Default”); or (B) results in the acceleration of such
Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been
so accelerated, exceeds the greater of (1) 1.5% of Total Assets and (2) $375.0 million; provided that this clause
(iv) shall not apply to (a) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the
property or assets securing such Indebtedness to a Person that is not an Affiliate of the Company; (b) Non-Recourse Debt (except
to the extent that the Company or any of the Guarantors that are not parties to such Non-Recourse Debt becomes directly or indirectly
liable, including pursuant to any contingent obligation, for any such Non-Recourse Debt and such liability, individually or in
the aggregate, exceeds the greater of (i) 1.5% of Total Assets and (ii) $375.0 million); and (c) to the extent constituting
Indebtedness, any indemnification, guarantee or other credit support obligations of the Company or any of the Guarantors in connection
with any tax equity financing entered into by a non-Guarantor Subsidiary or any standard securitization undertakings of the Company
or any of the Guarantors in connection with any securitization or other structured finance transaction entered into by a non-Guarantor
Subsidiary; (v) except as permitted by the Supplemental Indenture, any Subsidiary Guarantee of any Guarantor (or any group
of Guarantors) that constitutes a Significant Subsidiary shall be held in any final and non-appealable judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor (or any group of Guarantors)
that constitutes a Significant Subsidiary, or any Person acting on behalf of any Guarantor (or any group of Guarantors) that constitutes
a Significant Subsidiary, shall deny or disaffirm its or their obligations under its or their Subsidiary Guarantee(s); (vi) the
Company or any of the Guarantors that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute
a Significant Subsidiary: (A) commences a voluntary case, (B) consents to the entry of an order for relief against it
in an involuntary case, (C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes a general assignment for the benefit of its creditors, or (E) generally is not paying its debts as they become
due; or (vii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief
against the Company or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute
a Significant Subsidiary; (B) appoints a custodian of the Company or Guarantor that is a Significant Subsidiary or any group
of Guarantors that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of
the Company or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute
a Significant Subsidiary; or (C) orders the liquidation of the Company or any Guarantor that is a Significant Subsidiary or
any group of Guarantors that, taken together, would constitute a Significant Subsidiary; and the order or decree remains unstayed
and in effect for 60 consecutive days.


 






    A-8


     


    

 


(13)          TRUSTEE
DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.
However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply
to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee
is also subject to and entitled to the benefits of Article 7 of the Base Indenture.


 


(14)          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, the Indenture, the Subsidiary Guarantees
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.


 


(15)          AUTHENTICATION.
This Note will not be valid until authenticated by the manual signature or Electronic Signature of the Trustee or an authenticating
agent.


 


(16)          ABBREVIATIONS.
Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian),
and U/G/M/A (= Uniform Gifts to Minors Act).


 


(17)          CUSIP
NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company
has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience
to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.


 


(18)          GOVERNING
LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE SUBSIDIARY
GUARANTEES 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.


 






    A-9


     


    

 


The Company shall furnish
to any Holder upon written request and without charge a copy of the Base Indenture and/or the Supplemental Indenture. Requests
may be made to:


 


NRG Energy, Inc.

804 Carnegie Center

Princeton, NJ 08540

Attention: General Counsel


 



    A-10


     


    

 


ASSIGNMENT FORM


 


To assign this Note,
fill in the form below:


 


	(I) or (we) assign and transfer this Note to: 	 






	 	(Insert assignee’s legal name)




 


	(Insert assignee’s soc. sec. or tax I.D. no.)
	 
	 
	 




 


	(Print or type assignee’s name, address and zip code)




 


and irrevocably appoint __________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute another to act for him.


 


	Date: 	 	 




 


	 	Your Signature:	 
	 	(Sign exactly as your name appears on the face of this Note)




 


	Signature Guarantee*:	 	 




 


*            Participant
in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).


 



    A-11


     


    

 


Option of Holder to Elect Purchase


 


If you want to elect
to have this Note purchased by the Company pursuant to Section 4.09 of the Supplemental Indenture, check here:  ̈


 


If you want to elect
to have only part of the Note purchased by the Company pursuant to Section 4.09 of the Supplemental Indenture, state the amount
you elect to have purchased:


 


	 	$	 	 




 


	Date:	 	 




 


	 	Your Signature:	 
	 	(Sign exactly as your name appears on the face of this Note)



 


	 	Tax Identification No.: 	 




 


	Signature Guarantee*:	 	 




 


*            Participant
in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).


 



    A-12


     


    

 


SCHEDULE OF EXCHANGES OF INTERESTS IN
THE GLOBAL NOTE *


 


The following exchanges
of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been made:


 


	Date of Exchange	Amount of 

decrease in 

Principal 

Amount 

of

this Global Note	Amount of 

increase in 

Principal 

Amount 

of

this Global Note	Principal 

Amount 

of this Global 

Note 

following such 

decrease

(or increase)	Signature of 

authorized

 officer 

of Trustee or 

Custodian


 


*            This
schedule should be included only if the Note is issued in global form.


 



    A-13


     


    

 


EXHIBIT B-1


 


FORM OF CERTIFICATE OF TRANSFER


 


NRG Energy, Inc. 804

Carnegie Place

Princeton, NJ 08540

Attention: General Counsel


 


Deutsche Bank Trust Company Americas


c/o DB Services Americas, Inc.


5022 Gate Parkway, Suite 200


Jacksonville, FL 32256


Attn: Transfer Department


 


Copy


 


Deutsche Bank Trust Company Americas


Trust and Agency Services


60 Wall Street, 24th Floor


Mail Stop: NYC60-2405


New York, New York 10005


USA


Attn: Corporates Team, Deal ID SF3599


Facsimile: (732) 578-4635


 


Re: 2.000% Senior
Secured First Lien Notes due 2025


 


Reference is hereby
made to the Supplemental Indenture, dated as of December 2, 2020 (the “Indenture”), among NRG Energy, Inc.,
as issuer (the “Company”), the Guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.


 


________,
(the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex
A hereto, in the principal amount of $___in such Note[s] or interests (the “Transfer”),
to__________(the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor
hereby certifies that:


 






     B-1


     


    

 


[CHECK ALL THAT APPLY]


 


1.            
 ̈   Check
if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant to
Rule 144A. The Transfer is being effected pursuant to and in accordance with
Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor
hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts
with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified
institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and
such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation
of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or
the Restricted Definitive Note and in the Indenture and the Securities Act.


 


2.            
 ̈   Check if Transferee will
take delivery of a beneficial interest in the Regulation S Global Note or a Restricted Definitive Note pursuant to Regulation
S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities
Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the
United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor
and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor
nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S under the Securities Act, (i) the transaction is not part of a plan or scheme to evade the registration requirements
of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser).
Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation
S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.


 


3.            
 ̈   Check and complete
if Transferee will take delivery of a beneficial interest in the IAI Global Note or a Restricted Definitive Note pursuant to any
provision of the Securities Act other than Rule 144A or Regulation S. The Transfer
is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and
Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws
of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):


 


(a)             ̈ such
Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;


 


or


 


(b)             ̈ such
Transfer is being effected to the Company or a subsidiary thereof;


 


or


 






     B-2


     


    

 


(c)             ̈ such
Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the
prospectus delivery requirements of the Securities Act;


 


or


 


(d)             ̈ such
Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements
of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further
certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the
Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive
Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the
Transferee in the form of Exhibit D to the Indenture and (2) if such Transfer is in respect of a principal amount of
Notes at the time of transfer of less than $250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy
of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities
Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI
Global Note and/or the Restricted Definitive Notes and in the Indenture and the Securities Act.


 


4.            
 ̈   Check if Transferee
will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.


 


(a)             ̈ Check
if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky
securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be
subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.


 


(b)             ̈ Check
if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903
or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable
blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of
the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will
no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.


 






     B-3


     


    

 


(c)             ̈ Check
if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption
from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance
with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required
in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.


 



     B-4


     


    

 


This certificate and the statements
contained herein are made for your benefit and the benefit of the Company.


 


 [Insert Name of Transferor]





 


	 	By:	 
	 	 	Name:
	 	 	Title:




 


	 	Dated: 	 	 




 






    B-5


     


    

 


ANNEX A TO CERTIFICATE OF TRANSFER


 


		1.	The Transferor owns and proposes to transfer the following:



 


[CHECK ONE OF (a) OR (b)]


 


		(a)	 ̈ a beneficial interest in the:



 


		(i)	 ̈ 144A Global Note (CUSIP                                     	), or



 


		(ii)	 ̈  Regulation S Global Note (CUSIP                       	), or



 


		(iii)	 ̈  IAI Global Note (CUSIP                                       	); or



 


		(b)	 ̈ a Restricted Definitive Note.



 


		2.	After the Transfer the Transferee will hold:



 


[CHECK ONE]


 


		(a)	 ̈ a beneficial interest in the:



 


		(i)	 ̈ 144A Global Note (CUSIP                                     	), or



 


		(ii)	 ̈  Regulation S Global Note (CUSIP                       	), or



 


		(iii)	 ̈  IAI Global Note (CUSIP                                       	); or



 


		(iv)	 ̈  Unrestricted Global Note (CUSIP                        	); or



 


		(b)	 ̈  a Restricted Definitive Note; or



 


		(c)	 ̈ 
                                                              an Unrestricted Definitive Note, in accordance with the terms of the Indenture.



 



     B-6


     


    

 



 


EXHIBIT B-2


 


FORM OF CERTIFICATE OF TRANSFER


 


NRG Energy, Inc. 804

Carnegie Place

Princeton, NJ 08540

Attention: General Counsel


 


Deutsche Bank Trust Company Americas


c/o DB Services Americas, Inc.


5022 Gate Parkway, Suite 200


Jacksonville, FL 32256


Attn: Transfer Department


 


Copy


 


Deutsche Bank Trust Company Americas


Trust and Agency Services


60 Wall Street, 24th Floor


Mail Stop: NYC60-2405


New York, New York 10005


USA


Attn: Corporates Team, Deal ID SF3599


Facsimile: (732) 578-4635


 


Re: 2.450% Senior
Secured First Lien Notes due 2027


 


Reference is hereby
made to the Supplemental Indenture, dated as of December 2, 2020 (the “Indenture”), among NRG Energy, Inc.,
as issuer (the “Company”), the Guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.


 


                ,
(the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex
A hereto, in the principal amount of $     in such Note[s] or interests
(the “Transfer”), to          (the
 “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby
certifies that:


 


[CHECK ALL THAT APPLY]


 






    B-1


     


    

 


1.            ̈
Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or
a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance
with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly,
the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that
the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or
more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is
a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of
Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.
Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A
Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.


 


2.             ̈
Check if Transferee will take delivery of a beneficial interest in the Regulation S Global
Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance
with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the
Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee
was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the
Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged
with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part
of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being
made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit
of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of
the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated
in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture
and the Securities Act.


 


3.             ̈
Check and complete if Transferee will take delivery of a beneficial interest in the IAI Global
Note or a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S.
The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global
Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities
laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):


 


(a)             ̈ such
Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;


 


or


 


(b)             ̈ such
Transfer is being effected to the Company or a subsidiary thereof;


 


or


 






    B-2


     


    

 


(c)             ̈ such
Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the
prospectus delivery requirements of the Securities Act;


 


or


 


(d)             ̈ such
Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements
of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further
certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the
Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive
Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the
Transferee in the form of Exhibit D to the Indenture and (2) if such Transfer is in respect of a principal amount of
Notes at the time of transfer of less than $250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy
of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities
Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI
Global Note and/or the Restricted Definitive Notes and in the Indenture and the Securities Act.


 


4.            ̈
Check if Transferee will
take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.


 


(a)             ̈ Check
if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky
securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be
subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.


 


(b)             ̈ Check
if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903
or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable
blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of
the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will
no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.


 






    B-3


     


    

 


(c)             ̈ Check
if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption
from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance
with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required
in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.


 






    B-4


     


    

 


This certificate and
the statements contained herein are made for your benefit and the benefit of the Company.


 


[Insert Name of Transferor]


 


	 	By:	             
	 	Name:
	 	Title:



 


	 	Dated:	 	 



 






    B-5


     


    

 


EXHIBIT B-2


 


ANNEX A TO CERTIFICATE OF TRANSFER


 


		1.	The Transferor owns and proposes to transfer the following:
	 	 	 






[CHECK ONE OF (a) OR (b)]


 


		(a)	 ̈ a beneficial interest in the:
	 	 	 






		(i)	 ̈  144A Global Note (CUSIP                                    	), or
	 	 	 






		(ii)	 ̈  Regulation S Global Note (CUSIP                       	), or
	 	 	 






		(iii)	 ̈  IAI Global Note (CUSIP                                       	); or
	 	 	 






		(b)	 ̈ a Restricted Definitive Note.
	 	 	 






		2.	After the Transfer the Transferee will hold:
	 	 	 






[CHECK ONE]





		(a)	 ̈ a beneficial interest in the:
	 	 	 






		(i)	 ̈  144A Global Note (CUSIP                                    	), or
	 	 	 






		(ii)	 ̈  Regulation S Global Note (CUSIP                       	), or
	 	 	 






		(iii)	 ̈  IAI Global Note (CUSIP                                       	); or
	 	 	 






		(iv)	 ̈  Unrestricted Global Note (CUSIP                        	); or
	 	 	 






		(b)	 ̈ a Restricted Definitive Note; or
	 	 	 






		(c)	 ̈ an Unrestricted Definitive Note, in accordance with the terms of the Indenture.









 






    B-6


     


    

 


EXHIBIT C-1


 


FORM OF CERTIFICATE OF EXCHANGE


 


NRG Energy, Inc. 804

Carnegie Place

Princeton, NJ 08540

Attention: General Counsel


 


Deutsche Bank Trust Company Americas


c/o DB Services Americas, Inc.


5022 Gate Parkway, Suite 200


Jacksonville, FL 32256


Attn: Transfer Department


 


Copy


 


Deutsche Bank Trust Company Americas


Trust and Agency Services


60 Wall Street, 24th Floor


Mail Stop: NYC60-2405


New York, New York 10005


USA


Attn: Corporates Team, Deal ID SF3599


Facsimile: (732) 578-4635


 


Re: 2.000% Senior
Secured First Lien Notes due 2025


 


Reference is hereby
made to the Supplemental Indenture, dated as of December 2, 2020 (the “Indenture”), among NRG Energy, Inc.,
as issuer (the “Company”), the Guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.


 


_______,
(the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the
principal amount of $_______in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner
hereby certifies that:


 


1.            Exchange
of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial
Interests in an Unrestricted Global Note


 


(a)             ̈  Check
if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note.
In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest
in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the
 “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted
Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.


 






    C-1


     


    

 


(b)             ̈  Check
if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the
Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired
in compliance with any applicable blue sky securities laws of any state of the United States.


 


(c)             ̈  Check
if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the
Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant
to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest
is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.


 


(d)             ̈  Check
if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange
of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive
Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order
to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with
any applicable blue sky securities laws of any state of the United States.


 


2.            Exchange
of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial
Interests in Restricted Global Notes


 






    C-2


     


    

 


(a)             ̈  Check
if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange
of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount,
the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer.
Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued
will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted
Definitive Note and in the Indenture and the Securities Act.


 


(b)             ̈  Check
if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange
of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]  ̈
144A Global Note,  ̈ Regulation S Global Note,  ̈
IAI Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for
the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any
applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance
with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.


 


This certificate and
the statements contained herein are made for your benefit and the benefit of the Company.


 


[Insert Name of Transferor]


 


	 	By:	             
	 	Name:
	 	Title:



 


	 	Dated:	 	 



 






    C-3


     


    

 


EXHIBIT C-2


 


FORM OF CERTIFICATE OF EXCHANGE


 


NRG Energy, Inc. 804

Carnegie Place

Princeton, NJ 08540

Attention: General Counsel


 


Deutsche Bank Trust Company Americas


c/o DB Services Americas, Inc.


5022 Gate Parkway, Suite 200


Jacksonville, FL 32256


Attn: Transfer Department


 


Copy


 


Deutsche Bank Trust Company Americas


Trust and Agency Services


60 Wall Street, 24th Floor


Mail Stop: NYC60-2405


New York, New York 10005


USA


Attn: Corporates Team, Deal ID SF3599


Facsimile: (732) 578-4635


 


Re: 2.450% Senior
Secured First Lien Notes due 2027


 


Reference is hereby
made to the Supplemental Indenture, dated as of December 2, 2020 (the “Indenture”), among NRG Energy, Inc.,
as issuer (the “Company”), the Guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.


 


_________,
(the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the
principal amount of $_______in such Note[s] or interests (the “Exchange”).
In connection with the Exchange, the Owner hereby certifies that:


  






    C-4


     


    

 


1.            Exchange
of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial
Interests in an Unrestricted Global Note


 


(a)             ̈ Check
if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note.
In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest
in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the
 “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted
Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.


 


(b)             ̈ Check
if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the
Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired
in compliance with any applicable blue sky securities laws of any state of the United States.


 


(c)             ̈ Check
if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the
Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant
to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest
is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.


 


(d)             ̈ Check
if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange
of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive
Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order
to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with
any applicable blue sky securities laws of any state of the United States.


  






    C-5


     


    

 


2.            Exchange
of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial
Interests in Restricted Global Notes


 


(a)             ̈ Check
if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange
of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount,
the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer.
Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued
will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted
Definitive Note and in the Indenture and the Securities Act.


 


(b)             ̈ Check
if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange
of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]  ̈
144A Global Note,  ̈ Regulation S Global Note,  ̈
IAI Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for
the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any
applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance
with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.


 


This certificate and
the statements contained herein are made for your benefit and the benefit of the Company.


 


[Insert Name of Transferor]


 





	 	By:	            
	 	Name:
	 	Title:


 


	 	Dated:	 	 



 






    C-6


     


    

 


EXHIBIT D-1


 


FORM OF CERTIFICATE FROM ACQUIRING
INSTITUTIONAL ACCREDITED INVESTOR


 


NRG Energy, Inc. 804

Carnegie Place

Princeton, NJ 08540

Attention: General Counsel


 


Deutsche Bank Trust Company Americas


c/o DB Services Americas, Inc.


5022 Gate Parkway, Suite 200


Jacksonville, FL 32256


Attn: Transfer Department


 


Copy


Deutsche Bank Trust Company Americas


Trust and Agency Services


60 Wall Street, 24th Floor


Mail Stop: NYC60-2405


New York, New York 10005


USA


Attn: Corporates Team, Deal ID SF3599


Facsimile: (732) 578-4635


 


Re: 2.000% Senior
Secured First Lien Notes due 2025


 


Reference is hereby
made to the Supplemental Indenture, dated as of December 2, 2020 (the “Indenture”), among NRG Energy, Inc.,
as issuer (the “Company”), the Guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.


 


In
connection with our proposed purchase of $          aggregate
principal amount of:


 


(a)             ̈ a
beneficial interest in a Global Note, or


 


(b)             ̈ a
Definitive Note, we confirm that:


 


1.            We
understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions
set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes
or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended
(the “Securities Act”).


 






    D-1


     


    

 


2.            We
understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of
any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do
so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act
to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor”
(as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and
to the Company a signed letter substantially in the form of this letter and, if such transfer is in respect of a principal amount
of Notes, at the time of transfer of less than $250,000, an Opinion of Counsel in form reasonably acceptable to the Company to
the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904
of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant
to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive
Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of
this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein. We understand that, on any
proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications,
legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect.


 


3.            We
are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation
D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the
economic risk of our or its investment.


 


4.            We
are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of
which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.


 


You and the Company
are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.


 


[Insert Name of Accredited Investor]


 





	 	By:	          
	 	Name:
	 	Title:


 





	 	Dated:	 	 


 






    D-2


     


    

 


EXHIBIT D-2


 


FORM OF CERTIFICATE FROM ACQUIRING
INSTITUTIONAL ACCREDITED INVESTOR


 


NRG Energy, Inc. 804

Carnegie Place

Princeton, NJ 08540

Attention: General Counsel


 


Deutsche Bank Trust Company Americas


c/o DB Services Americas, Inc.


5022 Gate Parkway, Suite 200


Jacksonville, FL 32256


Attn: Transfer Department


 


Copy


 


Deutsche Bank Trust Company Americas


Trust and Agency Services


60 Wall Street, 24th Floor


Mail Stop: NYC60-2405


New York, New York 10005


USA


Attn: Corporates Team, Deal ID SF3599


Facsimile: (732) 578-4635


 


Re: 2.450% Senior
Secured First Lien Notes due 2027


 


Reference is hereby
made to the Supplemental Indenture, dated as of December 2, 2020 (the “Indenture”), among NRG Energy, Inc.,
as issuer (the “Company”), the Guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.


 


In
connection with our proposed purchase of $            aggregate
principal amount of:


 


(a)             ̈ a
beneficial interest in a Global Note, or


 


(b)             ̈ a
Definitive Note, we confirm that:


 


1.            We
understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions
set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes
or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended
(the “Securities Act”).


 






    D-3


     


    

 


2.            We
understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of
any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do
so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act
to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor”
(as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and
to the Company a signed letter substantially in the form of this letter and, if such transfer is in respect of a principal amount
of Notes, at the time of transfer of less than $250,000, an Opinion of Counsel in form reasonably acceptable to the Company to
the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904
of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant
to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive
Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of
this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.


 


3.            We
understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and
the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm
that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear
a legend to the foregoing effect.


 


4.            We
are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation
D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the
economic risk of our or its investment.


 


5.            We
are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of
which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.


 


You and the Company
are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.


 


[Insert Name of Accredited Investor]


 





	 	By:	           
	 	Name:
	 	Title:


 


	 	Dated:	 	 



 






    D-4


     


    

 


EXHIBIT E


 


FORM OF SUPPLEMENTAL INDENTURE ADDITIONAL
SUBSIDIARY GUARANTEES


 


SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture for Additional Guarantees”), dated as of     ,
among     (the “Guaranteeing Subsidiary”),
a 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 Deutsche Bank Trust Company Americas, as
trustee under the Indenture referred to below (the “Trustee”).


 


W I T N E S E T H


 


WHEREAS, the Company
has heretofore executed and delivered to the Trustee an indenture (the “Base Indenture”), dated as of December 2,
2020, between the Company and the Trustee, as amended by a Supplemental Indenture (the “Supplemental Indenture”
and, together with the Base Indenture, the “Indenture”), dated as of December 2, 2020, among the Company,
the Guarantors named therein and the Trustee, providing for the original issuance of an aggregate principal amount of $500,000,000
of 2.000% Senior Secured First Lien Notes due 2025 (the “2025 Notes”) and $900,000,000 of 2.450% Senior Secured
First Lien Notes due 2027 (the “2027 Notes” and, together with the 2025 Notes, the “Initial Notes”),
and, subject to the terms of the Supplemental Indenture, future issuances of 2025 Notes and/or 2027 Notes (the “Additional
Notes,” and, together with the Initial Notes, 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 Supplemental 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 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 Supplemental Indenture.


 


2.            AGREEMENT
TO GUARANTEE. The Guaranteeing Subsidiary hereby becomes a party to the Supplemental 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 Supplemental Indenture including but not limited to Article 10 thereof.


 






    E-1


     


    

 


3.            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, the Indenture, the Subsidiary Guarantees
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.


 


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
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.


 


5.            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. Facsimile, documents executed, scanned and transmitted electronically
and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed original
signatures for purposes of this Supplemental Indenture and all matters and agreements related thereto, with such facsimile, scanned
and electronic signatures having the same legal effect as original signatures.


 


6.            EFFECT
OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.


 


7.            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.


 


8.            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.


 


[Signature Page Follows]


 






    E-2


     


    

 


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.


 


	 	Dated:		,



 


	 	[GUARANTEEING SUBSIDIARY]
	 	                       
	 	By:	                                              
	 	Name:
	 	Title:



 


	 	NRG Energy, Inc.
	 	 	 
	 	By:	                 
	 	Name:
	 	Title:



 


	 	[EXISTING GUARANTORS]
	 	 	 
	 	By:	                     
	 	Name:
	 	Title:



 


	 	[TRUSTEE],
	 	as Trustee
	 	 	 
	 	By:	               
	 	 	Authorized Signatory



 






    E-3