Exhibit 4.3

 

SECOND SUPPLEMENTAL INDENTURE FOR
 ADDITIONAL SUBSIDIARY GUARANTEES

 

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture for Additional Guarantees”), dated as of July 19, 2016, among Allied Home Warranty GP LLC, a Delaware limited liability company (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 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 May 23, 2016, between the Company and the Trustee, as amended by a Supplemental Indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), dated as of May 23, 2016, among the Company, the Guarantors named therein and the Trustee, providing for the original issuance of an aggregate principal amount of $1,000,000,000 of 7.250% Senior Notes due 2026 (the “Initial Notes”), and, subject to the terms of the First Supplemental Indenture, future issuances of 7.250% Senior Notes due 2026 (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 First 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.

 

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.

 

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 Pages Follow]

 

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.

 

	
 
    	
GUARANTEEING SUBSIDIARY:
    
	
 
    	
 
    
	
 
    	
ALLIED HOME WARRANTY GP   LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Deborah R. Fry
    
	
 
    	
 
    	
Name: 
    	
Deborah R. Fry
    
	
 
    	
 
    	
Title:
    	
Assistant Secretary
    


 

Signature Page to Second 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 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
    
					


 

Signature Page to Second Supplemental Indenture

 











 

	
 
    	
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
    
	
 
    	
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 ECOKAP HOLDINGS LLC
    
	
 
    	
NRG EL SEGUNDO   OPERATIONS INC.
    
	
 
    	
NRG ENERGY EFFICIENCY-L   LLC
    


 

Signature Page to Second Supplemental Indenture

 











 

	
 
    	
NRG ENERGY EFFICIENCY-P   LLC
    
	
 
    	
NRG ENERGY LABOR   SERVICES LLC
    
	
 
    	
NRG ENERGY SERVICES   GROUP LLC
    
	
 
    	
NRG ENERGY SERVICES   INTERNATIONAL INC.
    
	
 
    	
NRG ENERGY SERVICES 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 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.
    


 

Signature Page to Second Supplemental Indenture

 











 

	
 
    	
 
    	
 
    
	
 
    	
NRG SPV #1 LLC
    
	
 
    	
NRG TEXAS C&I   SUPPLY 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.
    
	
 
    	
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 Second 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:
    	
/s/ Deborah R. Fry
    
	
 
    	
 
    	
Name:
    	
Deborah   R. Fry
    
	
 
    	
 
    	
Title:
    	
Assistant   Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
COTTONWOOD   TECHNOLOGY PARTNERS LP
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
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 Second 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/ Christopher O’Hara
    
	
 
    	
 
    	
Name:
    	
Christopher   O’Hara
    
	
 
    	
 
    	
Title:
    	
Manager
    


 

Signature Page to Second 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 Second Supplemental Indenture