Exhibit 4.2





Exhibit 4.2




This Supplemental Indenture (this “Supplemental Indenture”) is entered into as of
December 3, 2010 by and among GenOn Escrow Corp., a Delaware corporation (the “Issuer”),
GenOn Energy, Inc., a Delaware corporation (“Successor”), and Wilmington Trust Company, as
trustee under the Indenture referred to below (the “Trustee”).



W I T N E S S E T H




WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the
“Indenture”), dated as of October 4, 2010, providing for the issuance of an aggregate
principal amount of $675.0 million of 9.500% Senior Notes due 2018 (the “2018 Notes”) and
$550.0 million of 9.875% Senior Notes due 2020 (the “2020 Notes” and, together with the
2018 Notes, the “Notes”).



WHEREAS, the Issuer and Successor have entered into an Escrow Merger Agreement, dated as of
December 3, 2010 (the “Escrow Merger Agreement”), which provides for the merger of Issuer with and
into Successor (the “Escrow Merger”), with Successor continuing its existence under Delaware law;



WHEREAS, the Escrow Merger shall become effective upon the filing of the Certificate of Merger
with the Secretary of State of the State of Delaware;



WHEREAS, Section 5.01 of the Indenture provides, among other things, that Issuer shall
not be prevented from merging with or into Successor;



WHEREAS, Section 10.01 of the Indenture provides that the Issuer and the Trustee may,
without the consent of the Holders of Notes, enter into a supplemental indenture for the purposes
of evidencing the succession of another Person to the Issuer;



WHEREAS, each of the Issuer and the Successor has been duly authorized to enter into this
Supplemental Indenture; and



WHEREAS, all acts, conditions, proceedings and requirements necessary to make this
Supplemental Indenture a valid, binding and legal agreement enforceable in accordance with its
terms for the purposes expressed herein, in accordance with its terms, have been duly done and
performed.



NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained
herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the Issuer, Successor and the Trustee hereby agree as follows:



1. Capitalized Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.



2. Representations of Issuer and Successor. Each of the Issuer and Successor
represents and warrants to the Trustee as follows:



(a) It is a Delaware corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware.



(b) The execution, delivery and performance by it of this Supplemental Indenture have been
authorized and approved by all necessary corporate action on its part.



(c) Upon the filing and acceptance for record of the Certificate of Merger by the Secretary of
State of the State of Delaware or at such other time thereafter as is provided in the Certificate
of Merger (the “Merger Effective Time”), the Escrow Merger will be effective in
accordance with the terms of the Escrow Merger Agreement and Delaware law.



 












 






3. Assumption and Agreement of Successor.



(a) In accordance with Sections 5.01 and 10.1 of the Indenture, Successor hereby expressly
assumes all of the obligations of Issuer under the Notes and the Indenture. Successor hereby
confirms that its obligations under the Registration Rights Agreement shall remain in full force
and effect.



(b) Successor shall succeed to, and be substituted for, and may exercise every right and power
of, the Issuer under the Indenture and the Notes with the same effect as if Successor had been
named as “Issuer” in the Indenture and the Notes; and thereafter the Issuer shall be fully released
from its obligations under the Indenture and the Notes.



4. Effective Time. This Supplemental Indenture shall become effective as of the
Merger Effective Time.



5. Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



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 and such provision shall be
ineffective only to the extent of such invalidity, illegality or unenforceability.



7. Effects of the Indenture and the  Notes. Except as expressly amended
hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore
or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no
representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with
respect to the recitals contained herein, all of which recitals are made solely by the other
parties hereto.



8. Waiver of Jury Trial. EACH OF THE ISSUER, SUCCESSOR AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE
INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.



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



10. Headings. The headings of the Sections of this Supplemental Indenture have been
inserted for convenience of reference only, are not to be considered a part of this Supplemental
Indenture and shall in no way modify or restrict any of the terms or provisions hereof.


 


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



	 	 	 	 	 
	 	GENON ESCROW CORP.

 	 
	 	By:  	/s/
J. William Holden
 	 
	 	 	Name:  	J. William Holden 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 	 	 	 	 
	 	GENON ENERGY, INC.

 	 
	 	By:  	/s/ Michael L. Jines
 	 
	 	 	Name:  	Michael L. Jines 	 
	 	 	Title:  	Executive Vice President, General Counsel and Chief
Compliance Officer 	 
	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY, as Trustee

 	 
	 	By:  	/s/ Michael G. Oller, Jr.
 	 
	 	 	Name:  	Michael G. Oller, Jr. 	 
	 	 	Title:  	Assistant Vice President 	 




 


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