Exhibit 4.1

 

ONE HUNDRED-EIGHTEENTH SUPPLEMENTAL INDENTURE FOR
 ADDITIONAL SUBSIDIARIES GUARANTEES

 

ONE-HUNDRED EIGHTEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture for Additional Guarantees”), dated as of October 28, 2015, among Energy Choice Solutions LLC, a Texas limited liability company, NRG ECOKAP Holdings LLC, a Delaware limited liability company, NRG Greenco LLC, a Delaware limited liability company and NRG Greenco Holdings LLC, a Delaware limited liability company (collectively, the “Guaranteeing Subsidiaries”), subsidiaries 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 (i) a thirty-sixth supplemental indenture (the “Thirty-Sixth Supplemental Indenture”), dated as of August 20, 2010, among the Company, the Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $1,100 million of 8.25% Senior Notes due 2020 (the “2020 Initial Notes”), and, subject to the terms of the Thirty-Sixth Supplemental Indenture, future unlimited issuances of 8.25% Senior Notes due 2020 (the “2020 Additional Notes,” and together with the 2020 Initial Notes, the “2020 Notes”), (ii) a forty-second supplemental indenture (the “Forty-Second Supplemental Indenture”), dated as of January 26, 2011, among the Company, the Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $1,200 million of 7.625% Senior Notes due 2018 (the “2018 Initial Notes”), and, subject to the terms of the Forty-Second Supplemental Indenture, future unlimited issuances of 7.625% Senior Notes due 2018 (the “2018 Additional Notes,” and together with the 2018 Initial Notes, the “2018 Notes”), (iii) a fifty-first supplemental indenture (the “Fifty-First Supplemental Indenture”), dated as of May 24, 2011, among the Company, the Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $1,200 million of 7.875% Senior Notes due 2021 (the “2021 Initial Notes”), and, subject to the terms of the Fifty-First Supplemental Indenture, future unlimited issuances of 7.875% Senior Notes due 2021 (the “2021 Additional Notes,” and together with the 2021 Initial Notes, the “2021 Notes”), (iv) a seventieth supplemental indenture (the “Seventieth Supplemental Indenture”), dated as of September 24, 2012, among the Company, the Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $990 million of 6.625% Senior Notes due 2023 (the “2023 Initial Notes”), and, subject to the terms of the Seventieth Supplemental Indenture, future unlimited issuances of 6.625% Senior Notes due 2023 (the “2023 Additional Notes,” and together with the 2023 Initial Notes, the “2023 Notes”), and (v) a one hundred-ninth supplemental indenture (the “One Hundred-Ninth Supplemental Indenture” and, collectively with the Base Indenture, the Thirty-Sixth Supplemental Indenture, the Forty-Second Supplemental Indenture, the Fifty-First Supplemental Indenture and the Seventieth Supplemental Indenture, each as further supplemented and amended to the date hereof, the “Indenture”), dated as of January 27, 2014, among the Company, the Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $1,100 million of 6.250% Senior Notes due 2022 (the “2022 Initial Notes”), and, subject to the terms of the One Hundred-Ninth Supplemental Indenture, future unlimited issuances of 6.250% Senior Notes due 2022 (the “2022 Additional Notes,” and together with the 2022 Initial Notes, the “2022 Notes,” which, collectively with the 2020 Notes, the 2018 Notes, the 2021 Notes and the 2023 Notes, are referred to herein as the “Notes”);

 

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

 











 

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

 

WHEREAS, pursuant to Section 4.17 of each of the Thirty-Sixth Supplemental Indenture, the Forty-Second Supplemental Indenture, the Fifty-First Supplemental Indenture and the Seventieth Supplemental Indenture, and Section 4.16 of the One Hundred-Ninth Supplemental Indenture, the Trustee, the Company and the Existing Guarantors are authorized and required to execute and deliver this Supplemental Indenture for Additional Guarantees.

 

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

 

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

 

2.                                      Agreement to Be Bound; Guarantees. The Guaranteeing Subsidiaries hereby become parties to the Indenture as Guarantors and as such will have all of the rights and be subject to all of the Obligations and agreements of a Guarantor under the Indenture.  The Guaranteeing Subsidiaries hereby agree to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the Obligations and agreements of a Guarantor under the Indenture.  In furtherance of the foregoing, the Guaranteeing Subsidiaries shall be deemed Guarantors for purposes of Article 10 of each of the Thirty-Sixth Supplemental Indenture, the Forty-Second Supplemental Indenture, the Fifty-First Supplemental Indenture, the Seventieth Supplemental Indenture and the One Hundred-Ninth Supplemental Indenture, including, without limitation, Section 10.02 thereof.

 

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

 

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

 

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

 

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

 

7.                                      Ratification of Indenture; Supplemental Indenture for Additional Guarantees Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental

 

2











 

Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby.

 

[Signatures on following pages]

 

3











 

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.

 

	
 
    	
GUARANTEEING   SUBSIDIARIES:
    
	
 
    	
 
    
	
 
    	
ENERGY CHOICE SOLUTIONS   LLC
    
	
 
    	
NRG ECOKAP HOLDINGS LLC
    
	
 
    	
NRG GREENCO LLC
    
	
 
    	
NRG GREENCO HOLDINGS   LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Deborah R. Fry
    
	
 
    	
 
    	
Name:
    	
Deborah R. Fry
    
	
 
    	
 
    	
Title:
    	
Assistant Secretary
    


 

Signature Page to One Hundred-Eighteenth Supplemental Indenture

 











 

	
 
    	
ISSUER:
    
	
 
    	
 
    
	
 
    	
NRG ENERGY, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Brian Curci
    
	
 
    	
 
    	
Name:
    	
 Brian Curci
    
	
 
    	
 
    	
Title:
    	
Corporate Secretary
    
	
 
    	
 
    
	
 
    	
EXISTING GUARANTORS:
    
	
 
    	
 
    
	
 
    	
ACE   ENERGY, INC.
    
	
 
    	
ALLIED   WARRANTY LLC
    
	
 
    	
ARTHUR   KILL POWER LLC
    
	
 
    	
ASTORIA   GAS TURBINE POWER LLC
    
	
 
    	
BAYOU   COVE PEAKING POWER, LLC
    
	
 
    	
BIDURENERGY, INC.
    
	
 
    	
CABRILLO   POWER I LLC
    
	
 
    	
CABRILLO   POWER II LLC
    
	
 
    	
CARBON   MANAGEMENT SOLUTIONS LLC
    
	
 
    	
CIRRO   ENERGY SERVICES, INC.
    
	
 
    	
CIRRO   GROUP, INC.
    
	
 
    	
CLEAN   EDGE ENERGY LLC
    
	
 
    	
CONEMAUGH   POWER LLC
    
	
 
    	
CONNECTICUT   JET POWER LLC
    
	
 
    	
COTTONWOOD   DEVELOPMENT LLC
    
	
 
    	
COTTONWOOD   GENERATING PARTNERS I LLC
    
	
 
    	
COTTONWOOD   GENERATING PARTNERS II LLC
    
	
 
    	
COTTONWOOD   GENERATING PARTNERS III LLC
    
	
 
    	
DEVON   POWER LLC
    
	
 
    	
DUNKIRK   POWER LLC
    
	
 
    	
EASTERN   SIERRA ENERGY COMPANY LLC
    
	
 
    	
EL   SEGUNDO POWER LLC
    
	
 
    	
EL   SEGUNDO POWER II, LLC
    
	
 
    	
ENERGY   ALTERNATIVES WHOLESALE, 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
    


 

Signature Page to One Hundred-Eighteenth Supplemental Indenture

 












 

	
 
    	
HUNTLEY POWER LLC
    
	
 
    	
INDEPENDENCE ENERGY   ALLIANCE LLC
    
	
 
    	
INDEPENDENCE ENERGY   GROUP LLC
    
	
 
    	
INDEPENDENCE ENERGY   NATURAL GAS LLC
    
	
 
    	
INDIAN RIVER OPERATIONS   INC.
    
	
 
    	
INDIAN RIVER POWER LLC
    
	
 
    	
KEYSTONE POWER LLC
    
	
 
    	
LANGFORD WIND POWER,   LLC
    
	
 
    	
LOUISIANA GENERATING   LLC
    
	
 
    	
MERIDEN GAS TURBINES   LLC
    
	
 
    	
MIDDLETOWN POWER LLC
    
	
 
    	
MONTVILLE POWER LLC
    
	
 
    	
NEO CORPORATION
    
	
 
    	
NEO FREEHOLD-GEN LLC
    
	
 
    	
NEO POWER SERVICES INC.
    
	
 
    	
NEW GENCO GP, LLC
    
	
 
    	
NORWALK POWER LLC
    
	
 
    	
NRG ADVISORY SERVICES   LLC
    
	
 
    	
NRG AFFILIATE SERVICES   INC.
    
	
 
    	
NRG ARTESIAN ENERGY LLC
    
	
 
    	
NRG ARTHUR KILL   OPERATIONS INC.
    
	
 
    	
NRG ASTORIA GAS TURBINE   OPERATIONS INC.
    
	
 
    	
NRG BAYOU COVE LLC
    
	
 
    	
NRG BUSINESS SERVICES   LLC
    
	
 
    	
NRG BUSINESS SOLUTIONS   LLC
    
	
 
    	
NRG CABRILLO POWER   OPERATIONS INC.
    
	
 
    	
NRG CALIFORNIA PEAKER   OPERATIONS LLC
    
	
 
    	
NRG CEDAR BAYOU   DEVELOPMENT COMPANY, LLC
    
	
 
    	
NRG CONNECTED HOME LLC
    
	
 
    	
NRG CONNECTICUT   AFFILIATE SERVICES INC.
    
	
 
    	
NRG CURTAILMENT   SOLUTIONS HOLDINGS LLC
    
	
 
    	
NRG CURTAILMENT   SOLUTIONS INC.
    
	
 
    	
NRG DEVELOPMENT COMPANY   INC.
    
	
 
    	
NRG DEVON OPERATIONS   INC.
    
	
 
    	
NRG DISPATCH SERVICES   LLC
    
	
 
    	
NRG DISTRIBUTED   GENERATION PR LLC
    
	
 
    	
NRG DUNKIRK OPERATIONS   INC.
    
	
 
    	
NRG EL SEGUNDO   OPERATIONS INC.
    
	
 
    	
NRG ENERGY EFFICIENCY-L   LLC
    
	
 
    	
NRG ENERGY EFFICIENCY-P   LLC
    
	
 
    	
NRG ENERGY LABOR   SERVICES LLC
    


 

Signature Page to One Hundred-Eighteenth Supplemental Indenture

 











 

	
 
    	
NRG ENERGY SERVICES   GROUP LLC
    
	
 
    	
NRG ENERGY SERVICES   INTERNATIONAL INC.
    
	
 
    	
NRG ENERGY SERVICES LLC
    
	
 
    	
NRG GENERATION   HOLDINGS, INC.
    
	
 
    	
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 MIDATLANTIC   AFFILIATE SERVICES INC.
    
	
 
    	
NRG MIDDLETOWN   OPERATIONS INC.
    
	
 
    	
NRG MONTVILLE   OPERATIONS INC.
    
	
 
    	
NRG NEW ROADS HOLDINGS   LLC
    
	
 
    	
NRG NORTH CENTRAL   OPERATIONS INC.
    
	
 
    	
NRG NORTHEAST AFFILIATE   SERVICES INC.
    
	
 
    	
NRG NORWALK HARBOR OPERATIONS   INC.
    
	
 
    	
NRG OPERATING   SERVICES, INC.
    
	
 
    	
NRG OSWEGO HARBOR POWER   OPERATIONS INC.
    
	
 
    	
NRG PACGEN INC.
    
	
 
    	
NRG PORTABLE POWER LLC
    
	
 
    	
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 SOUTH CENTRAL   AFFILIATE SERVICES INC.
    
	
 
    	
NRG SOUTH CENTRAL   GENERATING LLC
    
	
 
    	
NRG SOUTH CENTRAL   OPERATIONS INC.
    
	
 
    	
NRG SPV #1 LLC
    
	
 
    	
NRG TEXAS C&I   SUPPLY LLC
    
	
 
    	
NRG TEXAS GREGORY LLC
    


 

Signature Page to One Hundred-Eighteenth Supplemental Indenture

 











 

	
 
    	
NRG TEXAS HOLDING INC.
    
	
 
    	
NRG TEXAS LLC
    
	
 
    	
NRG TEXAS POWER LLC
    
	
 
    	
NRG WARRANTY SERVICES   LLC
    
	
 
    	
NRG WEST COAST LLC
    
	
 
    	
NRG WESTERN AFFILIATE   SERVICES INC.
    
	
 
    	
O’BRIEN   COGENERATION, INC. II
    
	
 
    	
ONSITE   ENERGY, INC.
    
	
 
    	
OSWEGO HARBOR POWER LLC
    
	
 
    	
RE RETAIL RECEIVABLES,   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
    
	
 
    	
SOMERSET OPERATIONS   INC.
    
	
 
    	
SOMERSET POWER LLC
    
	
 
    	
TEXAS GENCO FINANCING   CORP.
    
	
 
    	
TEXAS GENCO GP, LLC
    
	
 
    	
TEXAS GENCO   HOLDINGS, INC.
    
	
 
    	
TEXAS GENCO OPERATING   SERVICES, LLC
    
	
 
    	
US RETAILERS LLC
    
	
 
    	
VIENNA OPERATIONS INC.
    
	
 
    	
VIENNA POWER LLC
    
	
 
    	
WCP (GENERATION)   HOLDINGS LLC
    
	
 
    	
WEST COAST POWER LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Deborah R. Fry
    
	
 
    	
 
    	
Name:
    	
Deborah R. Fry
    
	
 
    	
 
    	
Title:
    	
Assistant Secretary
    


 

Signature Page to One Hundred-Eighteenth Supplemental Indenture

 











 

	
 
    	
NRG CONSTRUCTION LLC
    
	
 
    	
NRG MAINTENANCE   SERVICES LLC
    
	
 
    	
NRG RELIABILITY   SOLUTIONS LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Rachel Smith 
    
	
 
    	
 
    	
Name:
    	
Rachel Smith
    
	
 
    	
 
    	
Title:
    	
Treasurer
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
ENERGY   PROTECTION INSURANCE COMPANY
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Kevin P. Malcarney
    
	
 
    	
 
    	
Name:   
    	
Kevin   P. Malcarney
    
	
 
    	
 
    	
Title:
    	
Secretary
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
COTTONWOOD   ENERGY COMPANY LP
    
	
 
    	
By:   
    	
Cottonwood   Generating Partners I LLC, its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:    
    	
/s/ Deborah R. Fry
    
	
 
    	
 
    	
Name:
    	
 Deborah R. Fry
    
	
 
    	
 
    	
Title:
    	
Assistant   Secretary
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
COTTONWOOD   TECHNOLOGY PARTNERS LP
    
	
 
    	
By:   
    	
Cottonwood   Generating Partners I LLC, its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:    
    	
/s/ Deborah R. Fry
    
	
 
    	
 
    	
Name:   
    	
Deborah   R. Fry
    
	
 
    	
 
    	
Title:
    	
Assistant   Secretary
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
NRG   ILION LIMITED PARTNERSHIP
    
	
 
    	
By:   
    	
NRG   Rockford Acquisition LLC, its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:    
    	
/s/ Deborah R. Fry
    
	
 
    	
 
    	
Name:   
    	
Deborah   R. Fry
    
	
 
    	
 
    	
Title:
    	
Assistant   Secretary
    


 

Signature Page to One Hundred-Eighteenth Supplemental Indenture

 











 

	
 
    	
NRG   SOUTH TEXAS LP
    
	
 
    	
By:   
    	
Texas   Genco GP, LLC, its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Deborah R. Fry
    
	
 
    	
 
    	
Name:   
    	
Deborah   R. Fry
    
	
 
    	
 
    	
Title:
    	
Assistant   Secretary
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
TEXAS   GENCO SERVICES, LP
    
	
 
    	
By:   
    	
New   Genco GP, LLC, its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/ Deborah R. Fry
    
	
 
    	
 
    	
Name:   
    	
Deborah.   R. Fry
    
	
 
    	
 
    	
Title:
    	
Assistant   Secretary
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
TEXAS   GENCO LP, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/ John Ragan
    
	
 
    	
 
    	
Name:   
    	
John   Ragan
    
	
 
    	
 
    	
Title:
    	
Manager
    


 

Signature Page to One Hundred-Eighteenth 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 One Hundred-Eighteenth Supplemental Indenture