Exhibit 4.7

 

EIGHTY-NINTH SUPPLEMENTAL INDENTURE

 

EIGHTY-NINTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 13, 2013, between NRG Energy, Inc., a Delaware corporation (the “Company”), the Guarantors set forth on the signature pages hereto, 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, dated as of February 2, 2006, between the Company and the Trustee (the “Base Indenture”), as supplemented by the Twenty-Second Supplemental Indenture, dated as of June 5, 2009, the Thirty-Sixth Supplemental Indenture, dated as of August 20, 2010, the Forty-Second Supplemental Indenture, dated as of January 26, 2011, the Fiftieth Supplemental Indenture, dated as of May 24, 2011, the Fifty-First Supplemental Indenture, dated as of May 24, 2011, and the Seventieth Supplemental Indenture, dated as of September 24, 2012, each among the Company, the guarantors party thereto and the Trustee, governing the Company’s outstanding series of Notes (collectively, the “Notes Supplemental Indentures” and, together with the Base Indenture, as further amended or supplemented from time to time, the “Indenture”).

 

WHEREAS, the Base Indenture and the Notes Supplemental Indentures provide that under certain circumstances the Company and the Trustee may amend or supplement the Indenture without the consent of any Holder;

 

WHEREAS, pursuant to Section 9.1(d) of the Base Indenture, the Trustee and the Company are authorized to amend or supplement the Indenture to make any change that does not adversely affect the legal rights under the Indenture of any Holder; and

 

WHEREAS, pursuant to Section 9.01(4) of each of the Notes Supplemental Indentures, the Trustee, the Company and the Guarantors are authorized to amend or supplement the Notes Supplemental Indentures to make any change that does not adversely affect the legal rights under the Notes Supplemental Indenture of any Holder.

 

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 Base Indenture.

 

2.             Amendment to the Base Indenture. Effective upon the date first above written, the second sentence of Section 7.10 of the Base Indenture shall be amended by inserting “and Law Debenture Guarantee Limited collectively” directly after “The Trustee” and by replacing “$25,000,000 as set forth in its most recent published annual report of condition” with “$50,000,000”.

 

3.             Acceptance by the Trustee.  The Trustee accepts the amendments to the Base Indenture and the Notes Supplemental Indentures effected by this Supplemental Indenture.

 

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 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. 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.             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 Securities heretofore or hereafter authenticated and delivered shall by bound hereby.

 

[Signatures on following pages]

 











 

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/   Brian Curci
    
	
 
    	
 
    	
Name:   
    	
Brian   Curci
    
	
 
    	
 
    	
Title:
    	
Corporate   Secretary
    


 

 

Signature Page to Eighty-Ninth Supplemental Indenture

 











 

	
 
    	
GUARANTORS:
    
	
 
    	
 
    
	
 
    	
ARTHUR   KILL POWER LLC
    
	
 
    	
ASTORIA GAS TURBINE POWER LLC
    
	
 
    	
CABRILLO   POWER I LLC
    
	
 
    	
CABRILLO   POWER II LLC
    
	
 
    	
CONEMAUGH   POWER LLC
    
	
 
    	
CONNECTICUT   JET POWER LLC
    
	
 
    	
DEVON   POWER LLC
    
	
 
    	
DUNKIRK   POWER LLC
    
	
 
    	
EASTERN   SIERRA ENERGY COMPANY LLC
    
	
 
    	
EL   SEGUNDO POWER, LLC
    
	
 
    	
EL SEGUNDO POWER II LLC
    
	
 
    	
ENERGY   PROTECTION INSURANCE COMPANY
    
	
 
    	
HUNTLEY   POWER LLC
    
	
 
    	
INDIAN   RIVER OPERATIONS INC.
    
	
 
    	
INDIAN   RIVER POWER LLC
    
	
 
    	
KEYSTONE   POWER LLC
    
	
 
    	
MERIDEN   GAS TURBINES LLC
    
	
 
    	
MIDDLETOWN   POWER LLC
    
	
 
    	
MONTVILLE   POWER LLC
    
	
 
    	
NEO   CORPORATION
    
	
 
    	
NEO   FREEHOLD-GEN LLC
    
	
 
    	
NEO   POWER SERVICES INC.
    
	
 
    	
NORWALK   POWER LLC
    
	
 
    	
NRG   AFFILIATE SERVICES INC.
    
	
 
    	
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   DEVELOPMENT COMPANY INC.
    
	
 
    	
NRG   DEVON OPERATIONS INC.
    
	
 
    	
NRG   DUNKIRK OPERATIONS INC.
    
	
 
    	
NRG EL SEGUNDO OPERATIONS INC.
    
	
 
    	
NRG   ENERGY SERVICES GROUP LLC
    
	
 
    	
NRG   GENERATION HOLDINGS, INC.
    
	
 
    	
NRG   HUNTLEY OPERATIONS INC.
    
	
 
    	
NRG   ILION LP LLC
    


 

 

Signature Page to Eighty-Ninth Supplemental Indenture

 











 

	
 
    	
NRG   INTERNATIONAL LLC
    
	
 
    	
NRG   MEXTRANS INC.
    
	
 
    	
NRG   MIDATLANTIC AFFILIATE SERVICES INC.
    
	
 
    	
NRG   MIDDLETOWN OPERATIONS INC.
    
	
 
    	
NRG   MONTVILLE OPERATIONS INC.
    
	
 
    	
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   RETAIL LLC
    
	
 
    	
NRG   ROCKFORD ACQUISITION LLC
    
	
 
    	
NRG   SAGUARO OPERATIONS INC.
    
	
 
    	
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   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.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Lynne Przychodzki
    
	
 
    	
 
    	
Name:   
    	
Lynne   Przychodzki
    
	
 
    	
 
    	
Title:   
    	
Assistant   Secretary
    


 

 

Signature Page to Eighty-Ninth Supplemental Indenture

 











 

	
 
    	
SOMERSET   POWER LLC
    
	
 
    	
US   RETAILERS LLC
    
	
 
    	
VIENNA   OPERATIONS INC.
    
	
 
    	
VIENNA   POWER LLC
    
	
 
    	
WCP   (GENERATION) HOLDINGS LLC
    
	
 
    	
WEST   COAST POWER LLC
    
	
 
    	
CARBON   MANAGEMENT SOLUTIONS LLC
    
	
 
    	
CLEAN   EDGE ENERGY LLC
    
	
 
    	
COTTONWOOD   DEVELOPMENT LLC
    
	
 
    	
COTTONWOOD   GENERATING PARTNERS I LLC
    
	
 
    	
COTTONWOOD   GENERATING PARTNERS II LLC
    
	
 
    	
COTTONWOOD   GENERATING PARTNERS III LLC
    
	
 
    	
ENERGY   PLUS HOLDINGS LLC
    
	
 
    	
ENERGY   PLUS NATURAL GAS LLC
    
	
 
    	
GREEN   MOUNTAIN ENERGY COMPANY (NY COM) LLC
    
	
 
    	
GREEN   MOUNTAIN ENERGY COMPANY (NY RES) LLC
    
	
 
    	
INDEPENDENCE   ENERGY ALLIANCE LLC
    
	
 
    	
INDEPENDENCE   ENERGY NATURAL GAS LLC
    
	
 
    	
LANGFORD   WIND POWER, LLC
    
	
 
    	
NRG   ARTESIAN ENERGY LLC
    
	
 
    	
NRG   DISPATCH SERVICES LLC
    
	
 
    	
NRG   HOME & BUSINESS SOLUTIONS LLC
    
	
 
    	
NRG   HOME SOLUTIONS PRODUCT LLC
    
	
 
    	
NRG   IDENTITY PROTECT LLC
    
	
 
    	
NRG   NEW JERSEY ENERGY SALES LLC
    
	
 
    	
NRG   POWER MARKETING LLC
    
	
 
    	
NRG   RENTER’S PROTECTION LLC
    
	
 
    	
NRG   SECURITY LLC
    
	
 
    	
NRG   UNEMPLOYMENT PROTECTION LLC
    
	
 
    	
NRG   WARRANTY SERVICES LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Lynne Przychodzki
    
	
 
    	
 
    	
Name:   
    	
Lynne   Przychodzki
    
	
 
    	
 
    	
Title:   
    	
Assistant   Secretary
    


 

 

Signature Page to Eighty-Ninth Supplemental Indenture

 











 

	
 
    	
COTTONWOOD   ENERGY COMPANY LP
    
	
 
    	
By:   
    	
Cottonwood   Generating Partners I LLC, its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Lynne Przychodzki
    
	
 
    	
 
    	
Name:   
    	
Lynne   Przychodzki
    
	
 
    	
 
    	
Title:
    	
Assistant   Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
COTTONWOOD   TECHNOLOGY PARTNERS LP
    
	
 
    	
By:   
    	
Cottonwood   Generating Partners I LLC, its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Lynne Przychodzki
    
	
 
    	
 
    	
Name:   
    	
Lynne   Przychodzki
    
	
 
    	
 
    	
Title:
    	
Assistant   Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
ELBOW   CREEK WIND PROJECT LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Lynne Przychodzki
    
	
 
    	
 
    	
Name:   
    	
Lynne   Przychodzki
    
	
 
    	
 
    	
Title:
    	
Assistant   Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
GCP   FUNDING COMPANY, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   G. Gary Garcia
    
	
 
    	
 
    	
Name:   
    	
G.   Gary Garcia
    
	
 
    	
 
    	
Title:
    	
Manager
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
GREEN   MOUNTAIN ENERGY COMPANY
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   G. Gary Garcia
    
	
 
    	
 
    	
Name:   
    	
G.   Gary Garcia
    
	
 
    	
 
    	
Title:
    	
Vice   President, Treasury
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
NRG   CONSTRUCTION LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Gaetan Frotte
    
	
 
    	
 
    	
Name:   
    	
Gaetan   Frotte
    
	
 
    	
 
    	
Title:
    	
Vice   President and Treasurer
    


 

 

Signature Page to Eighty-Ninth Supplemental Indenture

 











 

	
 
    	
ALLIED   HOME WARRANTY LLC
    
	
 
    	
ALLIED   HOME WARRANTY GP LLC
    
	
 
    	
LONE   STAR A/C & APPLIANCE REPAIR, LLC
    
	
 
    	
NRG   BACKUP GENERATION SERVICES LLC
    
	
 
    	
NRG   ENERGY LABOR SERVICES LLC
    
	
 
    	
NRG   ENERGY SERVICES LLC
    
	
 
    	
NRG   HOMER CITY SERVICES LLC
    
	
 
    	
NRG   HOME SOLUTIONS LLC
    
	
 
    	
NRG   MAINTENANCE SERVICES 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 Przychodzki
    
	
 
    	
 
    	
Name:   
    	
Lynne   Przychodzki
    
	
 
    	
 
    	
Title:
    	
Assistant   Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
NRG   SOUTH TEXAS LP
    
	
 
    	
By:   
    	
Texas   Genco GP, LLC, its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   G. Gary Garcia
    
	
 
    	
 
    	
Name:   
    	
G.   Gary Garcia
    
	
 
    	
 
    	
Title:
    	
Vice   President and Treasurer
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
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
    


 

 

Signature Page to Eighty-Ninth Supplemental Indenture

 











 

	
 
    	
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 Przychodzki
    
	
 
    	
 
    	
Name:   
    	
Lynne   Przychodzki
    
	
 
    	
 
    	
Title:
    	
Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
ENERGY   ALTERNATIVES WHOLESALE, LLC
    
	
 
    	
NEW   GENCO GP, LLC
    
	
 
    	
NRG   TEXAS LLC
    
	
 
    	
NRG   TEXAS POWER LLC
    
	
 
    	
TEXAS   GENCO FINANCING CORP.
    
	
 
    	
TEXAS   GENCO HOLDINGS, INC.
    
	
 
    	
TEXAS   GENCO OPERATING SERVICES, LLC
    
	
 
    	
TEXAS   GENCO GP, 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 Eighty-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 Eighty-Ninth Supplemental Indenture