EX-10.1






Exhibit 10.1




Supplemental Indenture




SUPPLEMENTAL INDENTURE dated as of December 30, 2005 (this “Supplemental Indenture”)
among NRG Energy, Inc., a Delaware corporation (the “Company”), the subsidiaries of the Company set
forth on Schedule A hereto, as guarantors (the “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, the Guarantors and the Trustee heretofore executed and delivered an
Indenture, dated as of December 23, 2003 (the “Indenture”), providing for the issuance of the 8%
Second Priority Senior Secured Notes due 2013 (the “Notes”) (capitalized terms used herein but not
otherwise defined have the meanings ascribed thereto in the Indenture);



WHEREAS, Section 9.02 of the Indenture provides that the Company and the Trustee, with the
written consent of the Holders of at least a majority in principal amount of the Notes outstanding,
may amend or waive certain terms and covenants in the Indenture as described below;



WHEREAS, the Holders of a majority in principal amount of the Notes outstanding have consented
to the waiver and amendments effected by this Supplemental Indenture;



WHEREAS, the Company and each of the Subsidiary Guarantors are undertaking to execute and
deliver this Supplemental Indenture to amend certain terms and covenants in the Indenture in
connection with the Offer to Purchase and Consent Solicitation Statement of the Company, dated as
of December 15, 2005, and any amendments, modifications or supplements thereto (the “Tender Offer
and Solicitation”); and



WHEREAS, this Supplemental Indenture has been duly authorized by all necessary corporate
action on the part of the Company and each of the Subsidiary Guarantors.



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



ARTICLE I




AMENDMENTS AND WAIVERS




Section 1.1 Applicability of Certain Indenture Provisions to the Tender Offer and
Solicitation. The application of the provisions of Article 4 of the Indenture are hereby
waived to the extent that such provisions might otherwise prohibit the Escrow Financing (as defined
in the Tender Offer and Solicitation), including the proceeds of any notes offering in connection
with the Acquisition (as defined in the Tender Offer and Solicitation) being placed into an escrow
account pursuant to an escrow and security agreement.



Section 1.2 Amendments to the Indenture. Effective at the time of payment or deposit
with DTC (the “Payment Date”) of an amount of money sufficient to pay for all Notes validly
tendered and accepted pursuant to the Tender Offer and Solicitation and to make all consent
payments required under the Tender Offer and Solicitation:




	 	(i)	 	The Indenture is hereby amended to delete Section 4.02 (Maintenance of Office
or Agency), Section 4.03 (Reports), Section 4.04 (Compliance Certificate), Section 4.05
(Taxes), Section 4.06 (Stay, Extension and Usury Laws), Section 4.07 (Restricted
Payments), Section 4.08 (Dividend and Other Payment Restrictions Affecting
Subsidiaries), Section 4.09 (Incurrence of Indebtedness and Issuance of Preferred
Stock), Section 4.10 (Asset Sales), Section 4.11 (Transactions with Affiliates),
Section 4.12 (Liens), Section 4.13 (Business Activities), Section 4.14 (Corporate
Existence), Section 4.15 (Offer to Repurchase Upon Change of Control), Section 4.16
(Limitation on Sale and Leaseback Transactions), Section 4.18 (Additional Subsidiary
Guarantees), Section 4.19 (Designation of Restricted and Unrestricted Subsidiaries),
Section 4.20 (Changes in Covenant When Notes Rated Investment Grade), Section 5.01
(Merger, Consolidation, or Sale of Assets) and Section 5.02 (Successor Corporation
Substituted) in their entirety and all references thereto contained elsewhere in the
Indenture in their entirety;






	 	(ii)	 	The failure to comply with the terms of any of the foregoing Sections of the
Indenture shall no longer constitute a Default or an Event of Default under the
Indenture and shall no longer have any other consequence under the Indenture;






	 	(iii)	 	The Indenture is hereby amended to delete clauses (3), (4), (5), (6), (7),
(8), (9) and (10) of Section 6.01 in their entirety and all references thereto
contained in Section 6.01 and elsewhere in the Indenture in their entirety, and the
occurrence of the events described in clauses (3), (4), (5), (6), (7), (8), (9) and
(10) of Section 6.01 shall no longer constitute Events of Default;






	 	(iv)	 	All definitions set forth in Section 1.01 of the Indenture that relate to
defined terms used solely in sections deleted by this Supplemental Indenture are hereby
deleted in their entirety; and






	 	(v)	 	All references to Section 6.01 of the Indenture shall mean Section 6.01 as
amended by this Supplemental Indenture.





ARTICLE II




MISCELLANEOUS




Section 2.1 Effect of Supplemental Indenture. Upon the execution and delivery of this
Supplemental Indenture by the Company, each of the Subsidiary Guarantors and the Trustee, the
Indenture shall be supplemented in accordance herewith, and this Supplemental Indenture shall form
a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter
authenticated and delivered under the Indenture shall be bound hereby; provided, that the
amendments to the Indenture set forth in Section 1.2 of this Supplemental Indenture shall become
operative as specified in Section 1.2 hereof. Prior to the Payment Date, the Company may terminate
this Supplemental Indenture upon written notice to the Trustee.



Section 2.2 Indenture Remains in Full Force and Effect. Except as supplemented
hereby, all provisions in the Indenture shall remain in full force and effect.



Section 2.3 Indenture and Supplemental Indenture Construed Together. This
Supplemental Indenture is an indenture supplemental to and in implementation of the Indenture, and
the Indenture and this Supplemental Indenture shall henceforth be read and construed together.



Section 2.4 Confirmation and Preservation of Indenture. The Indenture as supplemented
by this Supplemental Indenture is in all respects confirmed and preserved.



Section 2.5 Conflict with the Trust Indenture Act. If any provision of this
Supplemental Indenture limits, qualifies or conflicts with any provision of the TIA that is
required under the TIA to be a part of and govern any provision of this Supplemental Indenture, the
provision of the TIA shall control. If any provision of this Supplemental Indenture modifies or
excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA
shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental
Indenture, as the case may be.



Section 2.6 Severability. In case any provision in this Supplemental Indenture shall
be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.



Section 2.7 Benefits of Supplemental Indenture. Nothing in this Supplemental
Indenture or the Notes, express or implied, shall give to any Person, other than the parties hereto
and thereto and their successors hereunder and thereunder and the Holders of the Notes, any benefit
of any legal or equitable right, remedy or claim under the Indenture, this Supplemental Indenture
or the Notes.



Section 2.8 Successors. All agreements of the Company and each of the Subsidiary
Guarantors in this Supplemental Indenture shall bind their respective successors. All agreements
of the Trustee in this Supplemental Indenture shall bind its successors.



Section 2.9 Acceptance by Trustee. The Trustee accepts the amendments to the
Indenture effected by this Supplemental Indenture and agrees to execute the trusts created by the
Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture.



Section 2.10 Certain Duties and Responsibilities of the Trustee. In entering into
this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the
Indenture and the Notes relating to the conduct or affecting the liability or affording protection
to the Trustee, whether or not elsewhere herein so provided.



Section 2.11 Governing Law. This Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York 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.



Section 2.12 Counterparts. This Supplemental Indenture may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.



Section 2.13 Headings. The Article and Section headings herein are inserted for
convenience of reference only, are not intended to be considered a part hereof and shall not modify
or restrict any of the terms or provisions hereof.



Section 2.14 The Trustee. The Trustee shall not be responsible in any manner for or
in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of
the recitals contained herein, all of which are made by the Company and each of the Subsidiary
Guarantors.



* * * * *




1




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




NRG ENERGY, INC.




By:  /s/ Robert C. Flexon

Name: Robert C. Flexon

Title: Chief Financial Officer





GUARANTORS:




ARTHUR KILL POWER LLC






ASTORIA GAS TURBINE POWER LLC


BERRIANS I GAS TURBINE POWER LLC


BIG CAJUN II UNIT 4 LLC


CAPISTRANO COGENERATION COMPANY


CHICKAHOMINY RIVER ENERGY CORP.


COMMONWEALTH ATLANTIC POWER LLC


CONEMAUGH POWER LLC


CONNECTICUT JET POWER LLC


DEVON POWER LLC


DUNKIRK POWER LLC


EASTERN SIERRA ENERGY COMPANY


EL SEGUNDO POWER II LLC


HANOVER ENERGY COMPANY


HUNTLEY POWER LLC


INDIAN RIVER OPERATIONS INC.


INDIAN RIVER POWER LLC


JAMES RIVER POWER LLC


KAUFMAN COGEN LP


KEYSTONE POWER LLC


LOUISIANA GENERATING LLC


MIDDLETOWN POWER LLC


MONTVILLE POWER LLC


NEO CALIFORNIA POWER LLC


NEO CHESTER-GEN LLC


NEO CORPORATION


NEO FREEHOLD-GEN LLC


NEO LANDFILL GAS HOLDINGS INC.


NEO POWER SERVICES INC.


NORWALK POWER LLC


NRG AFFILIATE SERVICES INC.


NRG ARTHUR KILL OPERATIONS INC.


NRG ASIA-PACIFIC, LTD.


NRG ASTORIA GAS TURBINE OPERATIONS, INC.


NRG BAYOU COVE LLC


NRG CABRILLO POWER OPERATIONS INC.


NRG CADILLAC OPERATIONS INC.


NRG CALIFORNIA PEAKER OPERATIONS LLC


NRG CONNECTICUT AFFILIATE SERVICES INC.


NRG DEVON OPERATIONS INC.


NRG DUNKIRK OPERATIONS INC.


NRG EL SEGUNDO OPERATIONS INC.


NRG HUNTLEY OPERATIONS INC.


NRG INTERNATIONAL LLC


NRG KAUFMAN LLC


NRG MESQUITE LLC


NRG MIDATLANTIC AFFILIATE SERVICES INC.


NRG MIDATLANTIC GENERATING LLC


NRG MIDDLETOWN OPERATIONS INC.


NRG MONTVILLE OPERATIONS INC.


NRG NEW JERSEY ENERGY SALES LLC


NRG NEW ROADS HOLDINGS LLC


NRG NORTH CENTRAL OPERATIONS INC.


NRG NORTHEAST AFFILIATE SERVICES INC.


NRG NORTHEAST GENERATING LLC


NRG NORWALK HARBOR OPERATIONS INC.


NRG OPERATING SERVICES, INC.


NRG OSWEGO HARBOR POWER OPERATIONS INC.


NRG POWER MARKETING INC.


NRG ROCKY ROAD LLC


NRG SAGUARO OPERATIONS INC.


NRG SOUTH CENTRAL AFFILIATE SERVICES INC.


NRG SOUTH CENTRAL GENERATING LLC


NRG SOUTH CENTRAL OPERATIONS INC.


NRG WEST COAST LLC


NRG WESTERN AFFILIATE SERVICES INC.


OSWEGO HARBOR POWER LLC


SAGUARO POWER LLC


SOMERSET OPERATIONS INC.


SOMERSET POWER LLC


VIENNA OPERATIONS INC.


VIENNA POWER LLC




By:  /s/ George P. Schaefer

Name: George P. Schaefer

Title: Authorized Signatory





LAW DEBENTURE TRUST COMPANY OF NEW YORK




By:  /s/ Daniel R. Fisher

Name: Daniel R. Fisher

Title: Senior Vice President




2




SCHEDULE A




SCHEDULE OF GUARANTORS




	 
	 

	Arthur Kill Power LLC

	 

	Astoria Gas Turbine Power LLC

	 

	Berrians I Gas Turbine Power LLC

	 

	Big Cajun II Unit 4 LLC

	 

	Capistrano Cogeneration Company

	 

	Chickahominy River Energy Corp.

	 

	Commonwealth Atlantic Power LLC

	 

	Conemaugh Power LLC

	 

	Connecticut Jet Power LLC

	 

	Devon Power LLC

	 

	Dunkirk Power LLC

	 

	Eastern Sierra Energy Company

	 

	El Segundo Power II LLC

	 

	Hanover Energy Company

	 

	Huntley Power LLC

	 

	Indian River Operations Inc.

	 

	Indian River Power LLC

	 

	James River Power LLC

	 

	Kaufman Cogen LP

	 

	Keystone Power LLC

	 

	Louisiana Generating LLC

	 

	Middletown Power LLC

	 

	Montville Power LLC

	 

	NEO California Power LLC

	 

	NEO Chester-Gen LLC

	 

	NEO Corporation

	 

	NEO Freehold-Gen LLC

	 

	NEO Landfill Gas Holdings Inc.

	 

	NEO Power Services Inc.

	 

	Norwalk Power LLC

	 

	NRG Affiliate Services Inc.

	 

	NRG Arthur Kill Operations Inc.

	 

	NRG Asia-Pacific, Ltd.

	 

	NRG Astoria Gas Turbine Operations, Inc.

	 

	NRG Bayou Cove LLC

	 

	NRG Cabrillo Power Operations Inc.

	 

	NRG Cadillac Operations Inc.

	 

	NRG California Peaker Operations LLC

	 

	NRG Connecticut Affiliate Services Inc.

	 

	NRG Devon Operations Inc.

	 

	NRG Dunkirk Operations Inc.

	 

	NRG El Segundo Operations Inc.

	 

	NRG Huntley Operations Inc.

	 

	NRG International LLC

	 

	NRG Kaufman LLC

	 

	NRG Mesquite LLC

	 

	NRG MidAtlantic Affiliate Services Inc.

	 

	NRG MidAtlantic Generating LLC

	 

	NRG Middletown Operations Inc.

	 

	NRG Montville Operations Inc.

	 

	NRG New Jersey Energy Sales LLC

	 

	NRG New Roads Holdings LLC

	 

	NRG North Central Operations Inc.

	 

	NRG Northeast Affiliate Services Inc.

	 

	NRG Northeast Generating LLC

	 

	NRG Norwalk Harbor Operations Inc.

	 

	NRG Operating Services, Inc.

	 

	NRG Oswego Harbor Power Operations Inc.

	 

	NRG Power Marketing Inc.

	 

	NRG Rocky Road LLC

	 

	NRG Saguaro Operations Inc.

	 

	NRG South Central Affiliate Services Inc.

	 

	NRG South Central Generating LLC

	 

	NRG South Central Operations Inc.

	 

	NRG West Coast LLC

	 

	NRG Western Affiliate Services Inc.

	 

	Oswego Harbor Power LLC

	 

	Saguaro Power LLC

	 

	Somerset Operations Inc.

	 

	Somerset Power LLC

	 

	Vienna Operations Inc.

	 

	Vienna Power LLC

	 








3