Exhibit 4.32

 

FORTY-THIRD SUPPLEMENTAL INDENTURE

 

FORTY-THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 22, 2011, among NRG Energy, Inc., a Delaware corporation (the “Company”), the guarantors set forth on the signature pages hereto (the “Guarantors”) and Law Debenture Trust Company of New York, as trustee under the indentures referred to below (the “Trustee”).

 

W I T N E S S E T H

 

WHEREAS, the Thirty-Sixth Supplemental Indenture (the “Thirty-Sixth Supplemental Indenture”), dated as of August 20, 2010, among the Company, the guarantors named therein and the Trustee, which amended the indenture (the “Base Indenture” and together with the Thirty-Sixth Supplemental Indenture, the “Indenture”), dated as of February 2, 2006, between the Company 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 “Initial  Notes”), and, subject to the terms of the Thirty-Sixth Supplemental Indenture, future unlimited issuances of 8.25% Senior Notes due 2020 (the “Additional Notes,” and together with the Initial Notes, the “Notes”), currently permits Notes to be issued in denominations of $5,000 and integral multiples of $5,000;

 

WHEREAS, the Company wishes to issue Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof; and

 

WHEREAS, pursuant to Section 9.01(4) of the Thirty-Sixth Supplemental Indenture, the Trustee, the Company and the Guarantors are authorized to amend the Thirty-Sixth Supplemental Indenture to provide additional rights or benefits to the Holders of Notes.

 

NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Trustee, the Company and the Guarantors mutually covenant and agree as follows:

 

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

 

2.             Amendments to the Thirty-Sixth Supplemental Indenture.  Effective upon the date hereof:

 

(a)   Section 2.01(a) of the Thirty-Sixth Supplemental Indenture shall be amended by deleting the sentence “The Notes shall be in denominations of $5,000 and integral multiples of $5,000.” and replacing it with “The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.”.

 

(b)   The third and fourth paragraphs of Section 3.02 of the Thirty-Sixth Supplemental Indenture shall be deleted in their entirety and replaced with the following:

 

“The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples of $1,000 in excess of $2,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Supplemental Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

 

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No Notes of $2,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Supplemental Indenture.”

 

(c)   Subsection (5) within Section 3.09 of the Thirty-Sixth Supplemental Indenture shall be deleted in its entirety and replaced with the following:

 

“(5) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof;”

 

(d)   Subsection (8) within Section 3.09 of the Thirty-Sixth Supplemental Indenture shall be deleted in its entirety and replaced with the following:

 

“(8) that, if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered in connection with the Asset Sale Offer exceeds the Offer Amount, the Company shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments as may be deemed appropriate by the Company so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof, will be purchased); and”

 

(e)   The first sentence of Section 4.14(a) of the Thirty-Sixth Supplemental Indenture shall be deleted in its entirety and replaced with the following:

 

“Upon the occurrence of a Change of Control Triggering Event, each Holder of Notes shall have the right to require the Company to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of the Notes plus accrued and unpaid interest on the Notes, if any, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”).”

 

(f)    Subsection (7) within Section 4.14 of the Thirty-Sixth Supplemental Indenture shall be deleted in its entirety and replaced with the following:

 

“(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or integral multiples of $1,000 in excess thereof.”

 

(g)   The last paragraph of Section 4.14(b) of the Thirty-Sixth Supplemental Indenture shall be deleted in its entirety and replaced with the following:

 

“The Paying Agent shall promptly distribute to each Holder of Notes properly tendered the Change of Control Payment for the Notes, and the Trustee shall promptly

 

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authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note shall be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.”

 

(h)   The first sentence of Section 6(a) of Exhibit A to the Thirty-Sixth Supplemental Indenture shall be deleted in its entirety and replaced with the following:

 

“If there is a Change of Control Triggering Event, the Company shall be required to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of the Notes plus accrued and unpaid interest to the date of purchase (the “Change of Control Payment”).”

 

(i)    The second sentence of Section 7 of Exhibit A to the Thirty-Sixth Supplemental Indenture shall be deleted in its entirety and replaced with the following:

 

“Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in excess thereof, unless all of the Notes held by a Holder are to be redeemed.”

 

(j)    The first sentence of Section 8 of Exhibit A to the Thirty-Sixth Supplemental Indenture shall be deleted in its entirety and replaced with the following:

 

“The Notes are in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess 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 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.  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 or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Guarantors.

 

7.             Ratification of Indenture; Supplemental Indenture 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 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.

 

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

 

 

	
 
    	
 
    	
ISSUER:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
NRG   ENERGY, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Christopher Sotos
    
	
 
    	
 
    	
Name:
    	
Christopher   Sotos
    
	
 
    	
 
    	
Title:
    	
Vice   President and Treasurer
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
GUARANTORS:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
ARTHUR   KILL POWER LLC
    
	
 
    	
 
    	
ASTORIA   GAS TURBINE POWER LLC
    
	
 
    	
 
    	
BERRIANS   I GAS TURBINE POWER LLC
    
	
 
    	
 
    	
BIG   CAJUN II UNIT 4 LLC
    
	
 
    	
 
    	
CABRILLO   POWER I LLC
    
	
 
    	
 
    	
CABRILLO   POWER II LLC
    
	
 
    	
 
    	
CARBON   MANAGEMENT SOLUTIONS LLC
    
	
 
    	
 
    	
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
    
	
 
    	
 
    	
COTTONWOOD   ENERGY COMPANY LP
    
	
 
    	
 
    	
COTTONWOOD   TECHNOLOGY PARTNERS LP
    
	
 
    	
 
    	
DEVON   POWER LLC
    
	
 
    	
 
    	
DUNKIRK   POWER LLC
    
	
 
    	
 
    	
EASTERN   SIERRA ENERGY COMPANY
    
	
 
    	
 
    	
EL   SEGUNDO POWER, LLC
    
	
 
    	
 
    	
EL   SEGUNDO POWER II LLC
    
	
 
    	
 
    	
GREEN   MOUNTAIN ENERGY COMPANY
    
	
 
    	
 
    	
HUNTLEY   IGCC LLC
    
	
 
    	
 
    	
HUNTLEY   POWER LLC
    
	
 
    	
 
    	
INDIAN   RIVER IGCC LLC
    
	
 
    	
 
    	
INDIAN   RIVER OPERATIONS INC.
    
	
 
    	
 
    	
INDIAN   RIVER POWER LLC
    
	
 
    	
 
    	
JAMES   RIVER POWER LLC
    


 

Signature Page to Forty-Third Supplemental Indenture

 











 

	
 
    	
 
    	
KEYSTONE   POWER LLC
    
	
 
    	
 
    	
LANGFORD   WIND POWER, LLC
    
	
 
    	
 
    	
LOUISIANA   GENERATING LLC
    
	
 
    	
 
    	
MIDDLETOWN   POWER LLC
    
	
 
    	
 
    	
MONTVILLE   IGCC LLC
    
	
 
    	
 
    	
MONTVILLE   POWER LLC
    
	
 
    	
 
    	
NEO   CORPORATION
    
	
 
    	
 
    	
NEO   FREEHOLD-GEN LLC
    
	
 
    	
 
    	
NEO   POWER SERVICES INC.
    
	
 
    	
 
    	
NEW   GENCO GP, LLC
    
	
 
    	
 
    	
NORWALK   POWER 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   CABRILLO POWER OPERATIONS INC.
    
	
 
    	
 
    	
NRG   CALIFORNIA PEAKER OPERATIONS LLC
    
	
 
    	
 
    	
NRG   CEDAR BAYOU DEVELOPMENT COMPANY, LLC
    
	
 
    	
 
    	
NRG   CONNECTICUT AFFILIATE SERVICES INC.
    
	
 
    	
 
    	
NRG   DEVON OPERATIONS INC.
    
	
 
    	
 
    	
NRG   DUNKIRK OPERATIONS INC.
    
	
 
    	
 
    	
NRG   EL SEGUNDO OPERATIONS INC.
    
	
 
    	
 
    	
NRG   ENERGY SERVICES LLC
    
	
 
    	
 
    	
NRG   GENERATION HOLDINGS, INC.
    
	
 
    	
 
    	
NRG   HUNTLEY OPERATIONS INC.
    
	
 
    	
 
    	
NRG   INTERNATIONAL LLC
    
	
 
    	
 
    	
NRG   MIDATLANTIC AFFILIATE SERVICES INC.
    
	
 
    	
 
    	
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   NORWALK HARBOR OPERATIONS INC.
    
	
 
    	
 
    	
NRG   OPERATING SERVICES, INC.
    
	
 
    	
 
    	
NRG   OSWEGO HARBOR POWER OPERATIONS INC.
    
	
 
    	
 
    	
NRG   POWER MARKETING LLC
    
	
 
    	
 
    	
NRG   RETAIL LLC
    
	
 
    	
 
    	
NRG   SAGUARO OPERATIONS INC.
    


 

Signature Page to Forty-Third Supplemental Indenture

 











 

	
 
    	
 
    	
NRG   SOUTH CENTRAL AFFILIATE SERVICES INC.
    
	
 
    	
 
    	
NRG   SOUTH CENTRAL GENERATING LLC
    
	
 
    	
 
    	
NRG   SOUTH CENTRAL OPERATIONS INC.
    
	
 
    	
 
    	
NRG   TEXAS C&I SUPPLY LLC
    
	
 
    	
 
    	
NRG   TEXAS HOLDING INC.
    
	
 
    	
 
    	
NRG   TEXAS LLC
    
	
 
    	
 
    	
NRG   TEXAS POWER LLC
    
	
 
    	
 
    	
NRG   WEST COAST LLC
    
	
 
    	
 
    	
NRG   WESTERN AFFILIATE SERVICES INC.
    
	
 
    	
 
    	
OSWEGO   HARBOR POWER LLC
    
	
 
    	
 
    	
PENNYWISE   POWER LLC
    
	
 
    	
 
    	
RE   RETAIL RECEIVABLES, LLC
    
	
 
    	
 
    	
RELIANT   ENERGY POWER SUPPLY, LLC
    
	
 
    	
 
    	
RELIANT   ENERGY RETAIL HOLDINGS, LLC
    
	
 
    	
 
    	
RELIANT   ENERGY RETAIL SERVICES, LLC
    
	
 
    	
 
    	
RELIANT   ENERGY TEXAS RETAIL, 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
    
	
 
    	
 
    	
VIENNA   OPERATIONS INC.
    
	
 
    	
 
    	
VIENNA   POWER LLC
    
	
 
    	
 
    	
WCP   (GENERATION) HOLDINGS LLC
    
	
 
    	
 
    	
WEST   COAST POWER LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Christopher Sotos
    
	
 
    	
 
    	
 
    	
Name:   Christopher Sotos
    
	
 
    	
 
    	
 
    	
Title:   Treasurer
    


 

 

	
 
    	
 
    	
Elbow   Creek Wind Project LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Christopher Sotos
    
	
 
    	
 
    	
 
    	
Name:   Christopher Sotos
    
	
 
    	
 
    	
 
    	
Title:   Vice President and Controller
    


 

Signature Page to Forty-Third Supplemental Indenture

 











 

	
 
    	
 
    	
GCP   Funding Company, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Christopher Sotos
    
	
 
    	
 
    	
 
    	
Name:   Christopher Sotos
    
	
 
    	
 
    	
 
    	
Title:   Management Board Member
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Green   Mountain Energy Company
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Christopher Sotos
    
	
 
    	
 
    	
 
    	
Name:   Christopher Sotos
    
	
 
    	
 
    	
 
    	
Title:   Vice President and Treasurer
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
NRG   Construction LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Rachel Smith
    
	
 
    	
 
    	
 
    	
Name:   Rachel Smith
    
	
 
    	
 
    	
 
    	
Title:   Treasurer
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
NRG   South Texas LP
    
	
 
    	
 
    	
By:
    	
Texas   Genco GP, LLC, its General Partner
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Christopher Sotos
    
	
 
    	
 
    	
 
    	
Name:   Christopher Sotos
    
	
 
    	
 
    	
 
    	
Title:   Treasurer
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Texas   Genco LP, LLC
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Christopher Sotos
    
	
 
    	
 
    	
 
    	
Name:   Christopher Sotos
    
	
 
    	
 
    	
 
    	
Title:   Management Committee Member
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Texas   Genco Services, LP
    
	
 
    	
 
    	
By:
    	
New   Genco GP, LLC, its General Partner
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Christopher Sotos
    
	
 
    	
 
    	
 
    	
Name:   Christopher Sotos
    
	
 
    	
 
    	
 
    	
Title:   Treasurer
    


 

Signature Page to Forty-Third 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 Forty-Third Supplemental Indenture