Exhibit 4.1

 

NINETIETH SUPPLEMENTAL INDENTURE FOR
 ADDITIONAL SUBSIDIARY GUARANTEE

 

NINETIETH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture for Additional Guarantee”), dated as of May 2, 2013, among NRG Texas Gregory LLC (the “Guaranteeing Subsidiary”), a subsidiary of NRG Energy, Inc., a Delaware corporation (the “Company”), the Company, the Existing Guarantors set forth on the signature pages hereto (the “Existing Guarantors”) and Law Debenture Trust Company of New York, as trustee under the Indenture referred to below (the “Trustee”).

 

W I T N E S S E T H

 

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Base Indenture”), dated as of February 2, 2006, between the Company and the Trustee, as amended by a twenty-second supplemental indenture (the “Twenty-Second Supplemental Indenture”), dated as of June 5, 2009, among the Company, the Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $700 million of 8.50% Senior Notes due 2019 (the “Initial Notes”), and, subject to the terms of the Twenty-Second Supplemental Indenture, future unlimited issuances of 8.50% Senior Notes due 2019 (the “Additional Notes,” and together with the Initial Notes, the “Notes”), a twenty-third supplemental indenture, dated as of July 14, 2009, among the Company, the Guarantors party thereto and the Trustee (the “Twenty-Third Supplemental Indenture”), a twenty-seventh supplemental indenture, dated as of October 5, 2009, among the Company, the Guarantors party thereto and the Trustee (the “Twenty-Seventh Supplemental Indenture”), a thirty-first supplemental indenture, dated as of April 16, 2010, among the Company, the Guarantors party thereto and the Trustee (the “Thirty-First Supplemental Indenture”), a thirty-fifth supplemental indenture, dated as of June 23, 2010, among the Company, the Guarantors party thereto and the Trustee (the “Thirty-Fifth Supplemental Indenture”), a fortieth supplemental indenture, dated as of December 15, 2010, among the Company, the Guarantors party thereto and the Trustee (the “Fortieth Supplemental Indenture”), a forty-seventh supplemental indenture, dated as of May 20, 2011, among the Company, the Guarantors party thereto and the Trustee (the “Forty-Seventh Supplemental Indenture”), a fifty-third supplemental indenture, dated as of November 8, 2011, among the Company, the Guarantors party thereto and the Trustee (the “Fifty-Third Supplemental Indenture”), a fifty-ninth supplemental indenture, dated as of April 5, 2012, among the Company, the Guarantors party thereto and the Trustee (the “Fifty-Ninth Supplemental Indenture”), a sixty-fifth supplemental indenture, dated as of May 9, 2012, among the Company, the Guarantors party thereto and the Trustee (the “Sixty-Fifth Supplemental Indenture”), a seventy-first supplemental indenture, dated as of October 9, 2012, among the Company, the Guarantors party thereto and the Trustee (the “Seventy-First Supplemental Indenture”), a seventy-seventh supplemental indenture, dated as of January 3, 2013, among the Company, the Guarantors party thereto and the Trustee (the “Seventy-Seventh Supplemental Indenture”), an eighty-third supplemental indenture, dated as of March 13, 2013, among the Company, the Existing Guarantors and the Trustee (the “Eighty-Third Supplemental Indenture”), and an eighty-ninth supplemental indenture, dated as of March 13, 2013, among the Company, the Existing Guarantors and the Trustee (the “Eighty-Ninth Supplemental Indenture”  and together with the Base Indenture, the Twenty-Second Supplemental Indenture, the Twenty-Third Supplemental Indenture, the Twenty-Seventh Supplemental Indenture, the Thirty-First Supplemental Indenture, the Thirty-Fifth Supplemental Indenture, the Fortieth Supplemental Indenture, the Forty-Seventh Supplemental Indenture, the Fifty-Third Supplemental Indenture, the Fifty-Ninth Supplemental Indenture, the Sixty-Fifth Supplemental Indenture, the Seventy-First Supplemental Indenture, the Seventy-Seventh Supplemental Indenture and the Eighty-Third Supplemental Indenture, the “Indenture”);

 

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing

 











 

Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture (the “Additional Guarantee”); and

 

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

 

NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary, the Trustee, the Company and the Existing Guarantors mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

 

1.             Capitalized Terms. Unless otherwise defined in this Supplemental Indenture for Additional Guarantee, capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

 

2.             Agreement to Be Bound; Guarantee. The Guaranteeing Subsidiary hereby becomes party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiary hereby agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the Obligations and agreements of a Guarantor under the Indenture.  In furtherance of the foregoing, the Guaranteeing Subsidiary shall be deemed a Guarantor for purposes of Article 10 of the Twenty-Second Supplemental Indenture, including, without limitation, Section 10.02 thereof.

 

3.             NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

 

4.             Counterparts. The parties may sign any number of copies of this Supplemental Indenture for Additional Guarantee.  Each signed copy shall be an original, but all of them together represent the same agreement.

 

5.             Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

 

6.             The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture for Additional Guarantee or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

 

7.             Ratification of Indenture; Supplemental Indenture for Additional Guarantee Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture for Additional Guarantee shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby.

 

[Signatures on following pages]

 

2











 

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

 

 

	
 
    	
GUARANTEEING   SUBSIDIARY:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
NRG   TEXAS GREGORY LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   G. Gary Garcia
    
	
 
    	
 
    	
Name:   G. Gary Garcia
    
	
 
    	
 
    	
Title:   Vice President and Treasurer
    


 

Signature Page to Ninetieth Supplemental Indenture

 











 

	
 
    	
ISSUER:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
NRG   ENERGY, INC.
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Brian Curci
    
	
 
    	
 
    	
Name:   Brian Curci
    
	
 
    	
 
    	
Title:   Corporate Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
EXISTING   GUARANTORS:
    
	
 
    	
 
    
	
 
    	
ARTHUR KILL POWER LLC
    
	
 
    	
ASTORIA GAS TURBINE POWER LLC
    
	
 
    	
CABRILLO POWER I LLC
    
	
 
    	
CABRILLO POWER II LLC
    
	
 
    	
CONEMAUGH POWER LLC
    
	
 
    	
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 PROTECTION INSURANCE COMPANY
    
	
 
    	
HUNTLEY POWER LLC
    
	
 
    	
INDIAN RIVER OPERATIONS INC.
    
	
 
    	
INDIAN RIVER POWER LLC
    
	
 
    	
KEYSTONE POWER LLC
    
	
 
    	
MERIDEN GAS TURBINES LLC
    
	
 
    	
MIDDLETOWN POWER LLC
    
	
 
    	
MONTVILLE POWER LLC
    
	
 
    	
NEO CORPORATION
    
	
 
    	
NEO FREEHOLD-GEN LLC
    
	
 
    	
NEO POWER SERVICES INC.
    
	
 
    	
NORWALK POWER LLC
    
	
 
    	
NRG AFFILIATE SERVICES INC.
    
	
 
    	
NRG ARTHUR KILL OPERATIONS INC. 
    
	
 
    	
NRG ASTORIA GAS TURBINE OPERATIONS INC.
    
	
 
    	
NRG BAYOU COVE LLC
    
	
 
    	
NRG CABRILLO POWER OPERATIONS INC.
    
	
 
    	
NRG CALIFORNIA PEAKER OPERATIONS LLC
    
	
 
    	
NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC
    
	
 
    	
NRG CONNECTICUT AFFILIATE SERVICES INC.
    


 

Signature Page to Ninetieth Supplemental Indenture

 











 

	
 
    	
NRG DEVELOPMENT COMPANY INC.
    
	
 
    	
NRG DEVON OPERATIONS INC.
    
	
 
    	
NRG DUNKIRK OPERATIONS INC.
    
	
 
    	
NRG EL SEGUNDO OPERATIONS INC.
    
	
 
    	
NRG ENERGY SERVICES GROUP LLC
    
	
 
    	
NRG GENERATION HOLDINGS, INC.
    
	
 
    	
NRG HUNTLEY OPERATIONS INC.
    
	
 
    	
NRG ILION LP LLC
    
	
 
    	
NRG INTERNATIONAL LLC
    
	
 
    	
NRG MEXTRANS INC.
    
	
 
    	
NRG MIDATLANTIC AFFILIATE SERVICES INC.
    
	
 
    	
NRG MIDDLETOWN OPERATIONS INC.
    
	
 
    	
NRG MONTVILLE OPERATIONS INC.
    
	
 
    	
NRG NORTH CENTRAL OPERATIONS INC.
    
	
 
    	
NRG NORTHEAST AFFILIATE SERVICES INC.
    
	
 
    	
NRG NORWALK HARBOR OPERATIONS INC.
    
	
 
    	
NRG OPERATING SERVICES, INC.
    
	
 
    	
NRG OSWEGO HARBOR POWER OPERATIONS INC.
    
	
 
    	
NRG PACGEN INC.
    
	
 
    	
NRG RETAIL LLC
    
	
 
    	
NRG ROCKFORD ACQUISITION LLC
    
	
 
    	
NRG SAGUARO OPERATIONS INC.
    
	
 
    	
NRG SERVICES CORPORATION
    
	
 
    	
NRG SIMPLYSMART SOLUTIONS LLC
    
	
 
    	
NRG SOUTH CENTRAL AFFILIATE SERVICES INC.
    
	
 
    	
NRG SOUTH CENTRAL GENERATING LLC
    
	
 
    	
NRG SOUTH CENTRAL OPERATIONS INC.
    
	
 
    	
NRG TEXAS C&I SUPPLY LLC
    
	
 
    	
NRG WEST COAST LLC
    
	
 
    	
NRG WESTERN AFFILIATE SERVICES INC.
    
	
 
    	
O’BRIEN COGENERATION, INC. II
    
	
 
    	
ONSITE ENERGY, INC.
    
	
 
    	
OSWEGO HARBOR POWER LLC

RERH HOLDINGS, LLC
    
	
 
    	
SAGUARO POWER LLC
    
	
 
    	
SOMERSET OPERATIONS INC. 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Lynne Przychodzki
    
	
 
    	
 
    	
Name:   Lynne Przychodzki
    
	
 
    	
 
    	
Title:   Assistant Secretary
    


 

Signature Page to Ninetieth Supplemental Indenture

 











 

	
 
    	
SOMERSET   POWER LLC
    
	
 
    	
US   RETAILERS LLC
    
	
 
    	
VIENNA   OPERATIONS INC.
    
	
 
    	
VIENNA   POWER LLC
    
	
 
    	
WCP   (GENERATION) HOLDINGS LLC
    
	
 
    	
WEST   COAST POWER LLC
    
	
 
    	
CARBON   MANAGEMENT SOLUTIONS LLC
    
	
 
    	
CLEAN   EDGE ENERGY LLC
    
	
 
    	
COTTONWOOD   DEVELOPMENT LLC
    
	
 
    	
COTTONWOOD   GENERATING PARTNERS I LLC
    
	
 
    	
COTTONWOOD   GENERATING PARTNERS II LLC
    
	
 
    	
COTTONWOOD   GENERATING PARTNERS III LLC
    
	
 
    	
ENERGY   PLUS HOLDINGS LLC
    
	
 
    	
ENERGY   PLUS NATURAL GAS LLC
    
	
 
    	
GREEN   MOUNTAIN ENERGY COMPANY (NY COM) LLC
    
	
 
    	
GREEN   MOUNTAIN ENERGY COMPANY (NY RES) LLC
    
	
 
    	
INDEPENDENCE   ENERGY ALLIANCE LLC
    
	
 
    	
INDEPENDENCE   ENERGY NATURAL GAS LLC
    
	
 
    	
LANGFORD   WIND POWER, LLC
    
	
 
    	
NRG   ARTESIAN ENERGY LLC
    
	
 
    	
NRG   DISPATCH SERVICES LLC
    
	
 
    	
NRG   HOME & BUSINESS SOLUTIONS LLC
    
	
 
    	
NRG   HOME SOLUTIONS PRODUCT LLC
    
	
 
    	
NRG   IDENTITY PROTECT LLC
    
	
 
    	
NRG   NEW JERSEY ENERGY SALES LLC
    
	
 
    	
NRG   POWER MARKETING LLC
    
	
 
    	
NRG   RENTER’S PROTECTION LLC
    
	
 
    	
NRG   SECURITY LLC
    
	
 
    	
NRG   UNEMPLOYMENT PROTECTION LLC
    
	
 
    	
NRG   WARRANTY SERVICES LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Lynne Przychodzki
    
	
 
    	
 
    	
Name:   Lynne Przychodzki
    
	
 
    	
 
    	
Title:   Assistant Secretary
    


 

Signature Page to Ninetieth Supplemental Indenture

 











 

	
 
    	
COTTONWOOD   ENERGY COMPANY LP
    
	
 
    	
By:   Cottonwood Generating Partners I LLC, its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Lynne Przychodzki
    
	
 
    	
 
    	
Name:
    	
Lynne   Przychodzki
    
	
 
    	
 
    	
Title:
    	
Assistant   Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
COTTONWOOD   TECHNOLOGY PARTNERS LP
    
	
 
    	
By:   Cottonwood Generating Partners I LLC, its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Lynne Przychodzki
    
	
 
    	
 
    	
Name:
    	
Lynne   Przychodzki
    
	
 
    	
 
    	
Title:   
    	
Assistant   Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
ELBOW   CREEK WIND PROJECT LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Lynne Przychodzki
    
	
 
    	
 
    	
Name:   
    	
Lynne   Przychodzki
    
	
 
    	
 
    	
Title:   
    	
Assistant   Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
GCP   FUNDING COMPANY, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   G. Gary Garcia
    
	
 
    	
 
    	
Name:   
    	
G.   Gary Garcia
    
	
 
    	
 
    	
Title:   
    	
Manager
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
GREEN   MOUNTAIN ENERGY COMPANY
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   G. Gary Garcia
    
	
 
    	
 
    	
Name:   
    	
G.   Gary Garcia
    
	
 
    	
 
    	
Title:   
    	
Vice   President, Treasury
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
NRG   CONSTRUCTION LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Gaetan Frotte
    
	
 
    	
 
    	
Name:   
    	
Gaetan   Frotte
    
	
 
    	
 
    	
Title:   
    	
Vice   President and Treasurer
    


 

Signature Page to Ninetieth Supplemental Indenture

 











 

	
 
    	
ALLIED   WARRANTY LLC
    
	
 
    	
LONE   STAR A/C & APPLIANCE REPAIR, LLC
    
	
 
    	
NRG   ENERGY LABOR SERVICES LLC
    
	
 
    	
NRG   ENERGY SERVICES LLC
    
	
 
    	
NRG   HOME SOLUTIONS LLC
    
	
 
    	
NRG   HOMER CITY SERVICES LLC
    
	
 
    	
NRG   MAINTENANCE SERVICES LLC
    
	
 
    	
NRG   RELIABILITY SOLUTIONS LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Gaetan Frotte
    
	
 
    	
 
    	
Name:   
    	
Gaetan   Frotte
    
	
 
    	
 
    	
Title:   
    	
Vice   President and Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
NRG   ILION LIMITED PARTNERSHIP
    
	
 
    	
By:   NRG Rockford Acquisition LLC, its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Lynne Przychodzki
    
	
 
    	
 
    	
Name:   
    	
Lynne   Przychodzki
    
	
 
    	
 
    	
Title:   
    	
Assistant   Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
NRG   SOUTH TEXAS LP
    
	
 
    	
By:   Texas Genco GP, LLC, its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   G. Gary Garcia
    
	
 
    	
 
    	
Name:   
    	
G.   Gary Garcia
    
	
 
    	
 
    	
Title:   
    	
Vice   President and Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
TEXAS   GENCO SERVICES, LP
    
	
 
    	
By:   New Genco GP, LLC, its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   G. Gary Garcia
    
	
 
    	
 
    	
Name:   
    	
G.   Gary Garcia
    
	
 
    	
 
    	
Title:   
    	
Vice   President and Treasurer
    


 

Signature Page to Ninetieth Supplemental Indenture

 











 

	
 
    	
EVERYTHING   ENERGY LLC
    
	
 
    	
RE   RETAIL RECEIVABLES, LLC
    
	
 
    	
RELIANT   ENERGY NORTHEAST LLC
    
	
 
    	
RELIANT   ENERGY POWER SUPPLY LLC
    
	
 
    	
RELIANT   ENERGY RETAIL HOLDINGS, LLC
    
	
 
    	
RELIANT   ENERGY RETAIL SERVICES, LLC
    
	
 
    	
INDEPENDENCE   ENERGY GROUP LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Lynne Przychodzki
    
	
 
    	
 
    	
Name:   
    	
Lynne   Przychodzki
    
	
 
    	
 
    	
Title:   
    	
Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
ENERGY   ALTERNATIVES WHOLESALE, LLC
    
	
 
    	
NEW   GENCO GP, LLC
    
	
 
    	
NRG   TEXAS LLC
    
	
 
    	
NRG   TEXAS POWER LLC
    
	
 
    	
TEXAS   GENCO FINANCING CORP.
    
	
 
    	
TEXAS   GENCO HOLDINGS, INC.
    
	
 
    	
TEXAS   GENCO GP, LLC
    
	
 
    	
TEXAS   GENCO OPERATING SERVICES, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   G. Gary Garcia
    
	
 
    	
 
    	
Name:   
    	
G.   Gary Garcia
    
	
 
    	
 
    	
Title:   
    	
Vice   President and Treasurer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
LOUISIANA   GENERATING LLC
    
	
 
    	
NRG   NEW ROADS HOLDINGS LLC
    
	
 
    	
NRG   TEXAS HOLDING INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   G. Gary Garcia
    
	
 
    	
 
    	
Name:   
    	
G.   Gary Garcia
    
	
 
    	
 
    	
Title:   
    	
Treasurer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
TEXAS   GENCO LP, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   G. Gary Garcia
    
	
 
    	
 
    	
Name:   
    	
G.   Gary Garcia
    
	
 
    	
 
    	
Title:   
    	
Manager
    


 

Signature Page to Ninetieth Supplemental Indenture

 











 

	
 
    	
LAW   DEBENTURE TRUST COMPANY OF NEW YORK,
    
	
 
    	
as Trustee
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   James D. Heaney
    
	
 
    	
 
    	
Name:   
    	
James   D. Heaney
    
	
 
    	
 
    	
Title:   
    	
Managing   Director
    


 

Signature Page to Ninetieth Supplemental Indenture