Exhibit 4.2

 

NINTH SUPPLEMENTAL INDENTURE

FOR ADDITIONAL SUBSIDIARY GUARANTEES

 

NINTH 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 “Indenture”), dated as of April 21, 2014 providing for the issuance of 6.25% Senior Notes due 2024 (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 Guarantees”); and

 

WHEREAS, pursuant to Sections 4.10 and 9.01 of the 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 Indenture.

 

2.             Agreement to Guarantee.  The Guaranteeing Subsidiary hereby becomes party to the 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 Guarantees and in the Indenture including but not limited to Article 10 thereof.

 

4.             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.

 

5.             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 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.

 











 

6.             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.

 

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

 

8.             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.

 

9.             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.

 

[Signatures on following pages]

 

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 Ninth 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
    
	
 
    	
GREGORY POWER   PARTNERS LLC
    


 

Signature Page to Ninth 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 ECOKAP   HOLDINGS LLC
    
	
 
    	
NRG EL SEGUNDO   OPERATIONS INC.
    
	
 
    	
NRG ENERGY   EFFICIENCY-L LLC
    
	
 
    	
NRG ENERGY   EFFICIENCY-P LLC
    


 

Signature Page to Ninth Supplemental Indenture

 











 

	
 
    	
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.
    
	
 
    	
NRG   SPV #1 LLC
    


 

Signature Page to Ninth Supplemental Indenture

 











 

	
 
    	
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 Ninth 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 Ninth 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 Ninth 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 Ninth Supplemental Indenture