Exhibit 4.2

 

SECOND SUPPLEMENTAL INDENTURE

FOR ADDITIONAL SUBSIDIARY GUARANTEE

 

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture for Additional Guarantee”), dated as of October 3, 2014, among NRG HQ DG LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), 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 Guarantee”); 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 Guarantee.

 

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 Guarantee 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, this Indenture, the Subsidiary Guarantee 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 GUARANTEE 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 Guarantee.  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 Guarantee 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 Guarantee 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 Guarantee 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 Guarantee to be duly executed and attested, all as of the date first above written.

 

	
 
    	
GUARANTEEING   SUBSIDIARY:
    
	
 
    	
 
    
	
 
    	
NRG   HQ DG LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Lynne Wittkamp
    
	
 
    	
 
    	
Name:   
    	
Lynne   Wittkamp
    
	
 
    	
 
    	
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:
    
	
 
    	
 
    
	
 
    	
ARTHUR   KILL POWER LLC
    
	
 
    	
ASTORIA   GAS TURBINE POWER LLC
    
	
 
    	
BAYOU   COVE PEAKING POWER, LLC
    
	
 
    	
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   PLUS HOLDINGS LLC
    
	
 
    	
ENERGY   PLUS NATURAL GAS LLC
    
	
 
    	
ENERGY   PROTECTION INSURANCE COMPANY
    
	
 
    	
HUNTLEY   POWER LLC
    
	
 
    	
INDEPENDENCE   ENERGY ALLIANCE LLC
    
	
 
    	
INDEPENDENCE   ENERGY NATURAL GAS LLC
    
	
 
    	
INDIAN   RIVER OPERATIONS INC.
    
	
 
    	
INDIAN   RIVER POWER LLC
    
	
 
    	
KEYSTONE   POWER LLC
    
	
 
    	
LANGFORD   WIND POWER, LLC
    
	
 
    	
MERIDEN   GAS TURBINES LLC
    
	
 
    	
MIDDLETOWN   POWER LLC
    


 

Signature Page to Second Supplemental Indenture

 











 

	
 
    	
MONTVILLE   POWER LLC
    
	
 
    	
NEO   CORPORATION
    
	
 
    	
NEO   FREEHOLD-GEN LLC
    
	
 
    	
NEO   POWER SERVICES INC.
    
	
 
    	
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   BUSINESS SOLUTIONS LLC
    
	
 
    	
NRG   CABRILLO POWER OPERATIONS INC.
    
	
 
    	
NRG   CALIFORNIA PEAKER OPERATIONS LLC
    
	
 
    	
NRG   CEDAR BAYOU DEVELOPMENT COMPANY, LLC
    
	
 
    	
NRG   CONNECTICUT AFFILIATE SERVICES INC.
    
	
 
    	
NRG   DEVELOPMENT COMPANY INC.
    
	
 
    	
NRG   DEVON OPERATIONS INC.
    
	
 
    	
NRG   DISPATCH SERVICES LLC
    
	
 
    	
NRG   DUNKIRK OPERATIONS INC.
    
	
 
    	
NRG   EL SEGUNDO OPERATIONS INC.
    
	
 
    	
NRG   ENERGY SERVICES GROUP LLC
    
	
 
    	
NRG   GENERATION HOLDINGS, INC.
    
	
 
    	
NRG   HOME & BUSINESS SOLUTIONS LLC
    
	
 
    	
NRG   HOME SOLUTIONS PRODUCT 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 JERSEY ENERGY SALES 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.
    


 

Signature Page to Second Supplemental Indenture

 











 

	
 
    	
NRG   PACGEN INC.
    
	
 
    	
NRG   PORTABLE POWER LLC
    
	
 
    	
NRG   POWER MARKETING LLC
    
	
 
    	
NRG   RENTER’S PROTECTION LLC
    
	
 
    	
NRG   RETAIL 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   TEXAS C&I SUPPLY 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

RERH   HOLDINGS, LLC
    
	
 
    	
SAGUARO   POWER LLC
    
	
 
    	
SOMERSET   OPERATIONS INC.
    
	
 
    	
SOMERSET   POWER LLC
    
	
 
    	
US   RETAILERS LLC
    
	
 
    	
VIENNA   OPERATIONS INC.
    
	
 
    	
VIENNA   POWER LLC
    
	
 
    	
WCP   (GENERATION) HOLDINGS LLC
    
	
 
    	
WEST   COAST POWER LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Lynne Wittkamp
    
	
 
    	
 
    	
Name:   
    	
Lynne   Wittkamp
    
	
 
    	
 
    	
Title:   
    	
Assistant   Secretary
    


 

Signature Page to Second Supplemental Indenture

 











 

	
 
    	
COTTONWOOD ENERGY COMPANY LP
    
	
 
    	
By: Cottonwood Generating Partners I LLC, its   General Partner
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Lynne Wittkamp
    
	
 
    	
 
    	
 
    	
Name: 
    	
Lynne Wittkamp
    
	
 
    	
 
    	
 
    	
Title: 
    	
Assistant Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
COTTONWOOD TECHNOLOGY PARTNERS LP
    
	
 
    	
By: Cottonwood Generating Partners I LLC, its   General Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Lynne Wittkamp
    
	
 
    	
 
    	
 
    	
Name: 
    	
Lynne Wittkamp
    
	
 
    	
 
    	
 
    	
Title: 
    	
Assistant Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
ELBOW CREEK WIND PROJECT LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Lynne Wittkamp
    
	
 
    	
 
    	
 
    	
Name: 
    	
Lynne Wittkamp
    
	
 
    	
 
    	
 
    	
Title: 
    	
Assistant Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
GCP FUNDING COMPANY, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Elizabeth McCormack
    
	
 
    	
 
    	
Name: 
    	
Elizabeth McCormack
    
	
 
    	
 
    	
Title: 
    	
Assistant Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
GREEN MOUNTAIN ENERGY COMPANY
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ G. Gary Garcia
    
	
 
    	
 
    	
Name: 
    	
G. Gary Garcia
    
	
 
    	
 
    	
Title: 
    	
Vice President, Treasury
    
								


 

Signature Page to Second Supplemental Indenture

 











 

	
 
    	
NRG CONSTRUCTION LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Gaetan Frotte
    
	
 
    	
 
    	
Name: 
    	
Gaetan Frotte
    
	
 
    	
 
    	
Title: 
    	
Vice President and Treasurer
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
ACE   ENERGY, INC.
    
	
 
    	
ALLIED   WARRANTY LLC
    
	
 
    	
BIDURENERGY, INC.
    
	
 
    	
ENERGY   CURTAILMENT SPECIALISTS, INC.
    
	
 
    	
LONE   STAR A/C & APPLIANCE REPAIR, LLC
    
	
 
    	
NRG   CURTAILMENT SOLUTIONS LLC
    
	
 
    	
NRG   ENERGY LABOR SERVICES LLC
    
	
 
    	
NRG   ENERGY SERVICES LLC
    
	
 
    	
NRG   HOME SOLUTIONS LLC
    
	
 
    	
NRG   HOMER CITY SERVICES LLC
    
	
 
    	
NRG   MAINTENANCE SERVICES LLC
    
	
 
    	
NRG   RELIABILITY SOLUTIONS LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Gaetan Frotte
    
	
 
    	
 
    	
Name: 
    	
Gaetan Frotte
    
	
 
    	
 
    	
Title: 
    	
Vice President and Treasurer
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
NRG ILION LIMITED PARTNERSHIP
    
	
 
    	
By: NRG Rockford Acquisition LLC, its General   Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Lynne Wittkamp
    
	
 
    	
 
    	
 
    	
Name: 
    	
Lynne Wittkamp
    
	
 
    	
 
    	
 
    	
Title: 
    	
Assistant Secretary
    
							


 

Signature Page to Second Supplemental Indenture

 











 

	
 
    	
NRG SOUTH TEXAS LP
    
	
 
    	
By: Texas Genco GP, LLC, its General Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Elizabeth McCormack
    
	
 
    	
 
    	
Name: 
    	
Elizabeth McCormack
    
	
 
    	
 
    	
Title: 
    	
Assistant Secretary
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
NRG ENERGY SERVICES INTERNATIONAL INC.
    
	
 
    	
NRG RETAIL NORTHEAST LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Elizabeth McCormack
    
	
 
    	
 
    	
Name: 
    	
Elizabeth McCormack
    
	
 
    	
 
    	
Title: 
    	
Assistant Secretary
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
TEXAS GENCO SERVICES, LP
    
	
 
    	
By: New Genco GP, LLC, its General Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ G. Gary Garcia
    
	
 
    	
 
    	
 
    	
Name: 
    	
G. Gary Garcia
    
	
 
    	
 
    	
 
    	
Title: 
    	
Vice President and Treasurer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
EVERYTHING   ENERGY LLC
    
	
 
    	
RE   RETAIL RECEIVABLES, LLC
    
	
 
    	
RELIANT   ENERGY NORTHEAST LLC
    
	
 
    	
RELIANT   ENERGY POWER SUPPLY LLC
    
	
 
    	
RELIANT   ENERGY RETAIL HOLDINGS, LLC
    
	
 
    	
RELIANT   ENERGY RETAIL SERVICES, LLC
    
	
 
    	
INDEPENDENCE   ENERGY GROUP LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Lynne Wittkamp
    
	
 
    	
 
    	
Name: 
    	
Lynne Wittkamp
    
	
 
    	
 
    	
Title: 
    	
Assistant Secretary
    
									


 

Signature Page to Second Supplemental Indenture

 











 

	
 
    	
ENERGY   ALTERNATIVES WHOLESALE, LLC
    
	
 
    	
GREGORY   PARTNERS, LLC
    
	
 
    	
GREGORY   POWER PARTNERS LLC
    
	
 
    	
NEW   GENCO GP, LLC
    
	
 
    	
NRG   TEXAS GREGORY LLC
    
	
 
    	
NRG   TEXAS LLC
    
	
 
    	
NRG   TEXAS POWER LLC
    
	
 
    	
TEXAS   GENCO FINANCING CORP.
    
	
 
    	
TEXAS   GENCO HOLDINGS, INC.
    
	
 
    	
TEXAS   GENCO GP, LLC
    
	
 
    	
TEXAS   GENCO OPERATING SERVICES, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ G. Gary Garcia
    
	
 
    	
 
    	
Name: 
    	
G. Gary Garcia
    
	
 
    	
 
    	
Title: 
    	
Vice President and Treasurer
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
LOUISIANA   GENERATING LLC
    
	
 
    	
NRG   NEW ROADS HOLDINGS LLC
    
	
 
    	
NRG   TEXAS HOLDING INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ G. Gary Garcia
    
	
 
    	
 
    	
Name: 
    	
G. Gary Garcia
    
	
 
    	
 
    	
Title: 
    	
Treasurer
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
TEXAS   GENCO LP, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ G. Gary Garcia
    
	
 
    	
 
    	
Name: 
    	
G. Gary Garcia
    
	
 
    	
 
    	
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