EX-4.2 2 exhibit42seventhamendmentt.htm EX-4.2

Exhibit 4.2

Execution Version

SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 13, 2023, which shall constitute the Seventh Amendment (this “Seventh Amendment”) to the Second Amended and Restated Credit Agreement, dated as of June 30, 2016 (as amended by the First Amendment Agreement, dated as of January 24, 2017, the Second Amendment Agreement, dated as of March 21, 2018, the Third Amendment Agreement, dated as of May 7, 2018, the Joinder Agreement, dated as of November 8, 2018, the Fourth Amendment, dated as of May 28, 2019, the Fifth Amendment Agreement, dated as of August 20, 2020, the Sixth Amendment, dated as of February 14, 2023, and as further amended, restated, amended and restated, supplemented and/or otherwise modified from time to time prior to the Amendment Effective Date (as defined below), the “Credit Agreement” and the Credit Agreement, as modified by this Seventh Amendment, the “Amended Credit Agreement”), among, inter alios, NRG Energy, Inc., a Delaware corporation (the “Borrower”), the lenders and issuing banks from time to time party thereto and Citicorp North America, Inc., as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and as collateral agent (in such capacity and together with its successors, the “Collateral Agent”).

RECITALS

A.Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement or Amended Credit Agreement, as applicable.

B.The Borrower, the Administrative Agent, the Collateral Agent and JPMorgan Chase Bank, N.A. (the “Consenting Revolving Lender”), among others, are party to the Credit Agreement.

C.The Borrower has requested that the Credit Agreement be amended to (i) provide additional Tranche C Revolving Commitments in an aggregate amount of $255,000,000 and (ii) make certain other changes as more fully set forth herein.

D.The Consenting Revolving Lender is willing to provide Tranche C Revolving Commitments to the Borrower on the Amendment Effective Date, on the terms, and subject to the conditions, set forth herein and in the Amended Credit Agreement.

E.Upon executing and delivering a signature page to this Seventh Amendment, the Consenting Revolving Lender, as a Revolving Lender and Issuing Bank will, by the fact of such execution and delivery, be deemed, upon the Amendment Effective Date, to have irrevocably (i) agreed to the terms of this Seventh Amendment and the Amended Credit Agreement and (ii) committed to provide Tranche C Revolving Commitments (and make Revolving Loans and participate in Letters of Credit with respect thereto) to the Borrower on and after the Amendment Effective Date, in each case, on the terms and subject to the conditions to availability of such Tranche C Revolving Commitments set forth herein and in the Amended Credit Agreement.

F.Upon executing and delivering a signature page to this Seventh Amendment, each of the Administrative Agent and the Collateral Agent will, by the fact of such execution and delivery, be deemed, upon the Amendment Effective Date, to have irrevocably agreed to the terms of this Seventh Amendment and the Amended Credit Agreement.

    NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

|US-DOCS\139900171.7||

---

Article I

AMENDMENTS TO CREDIT AGREEMENT

Subject to the satisfaction of the conditions set forth in Section 4.1 hereof, effective as of the Amendment Effective Date, the Administrative Agent, the Collateral Agent and the Consenting Revolving Lender agree that:

Section 1.1Amendments to Credit Agreement. The Credit Agreement shall hereby be amended as follows:

(a)The definition of “Total Revolving Commitment” appearing in Section 1.01 of the Credit Agreement is hereby amended by deleting the last sentence thereof and inserting the text “As of the Seventh Amendment Effective Date, the Total Revolving Commitment is $4,320,000,000.” in lieu thereof.

(b)The definition of “Tranche A Revolving Commitment” appearing in Section 1.01 of the Credit Agreement is hereby amended by deleting the last sentence thereof and inserting the text “As of the Seventh Amendment Effective Date, the Tranche A Revolving Commitments of the Tranche A Revolving Lenders aggregate $294,920,000.” in lieu thereof.

(c)The definition of “Tranche B Revolving Commitment” appearing in Section 1.01 of the Credit Agreement is hereby amended by deleting the last sentence thereof and inserting the text “As of the Seventh Amendment Effective Date, the Tranche B Revolving Commitments of the Tranche B Revolving Lenders aggregate $15,080,000.” in lieu thereof.

(d)The definition of “Tranche C Revolving Commitment” appearing in Section 1.01 of the Credit Agreement is hereby amended by deleting the last sentence thereof and inserting the text “As of the Seventh Amendment Effective Date, the Tranche C Revolving Credit Commitments of the Tranche C Revolving Lenders aggregate $4,010,000,000.” in lieu thereof.

(e)Section 1.01 of the Credit Agreement is hereby further amended by adding the following definitions in appropriate alphabetical order:

“Seventh Amendment” shall mean the Seventh Amendment to Second Amended and Restated Credit Agreement, dated as of the Seventh Amendment Effective Date, among the Borrower, each Subsidiary Guarantor, the Administrative Agent, the Collateral Agent and JPMorgan Chase Bank, N.A., as a Lender and an Issuing Bank.

“Seventh Amendment Effective Date” shall mean March 13, 2023.

Section 1.2 Amendment to Schedule 1.01(e). Existing Schedule 1.01(e) to the Credit Agreement shall hereby be amended and restated in its entirety in the form attached hereto as Exhibit A.

Article II

TRANCHE C REVOLVING COMMITMENTS; LETTER OF CREDIT; ADMINISTRATIVE AGENT AUTHORIZATION

Section 1.1Tranche C Revolving Commitments.

(a)Subject to the terms and conditions set forth herein (including Section 2.1(b) hereof) and in the Amended Credit Agreement, on (and after) the effectiveness of this Seventh Amendment on the Amendment Effective Date, the Consenting Revolving Lender hereby irrevocably (i) agrees to the terms of this Seventh Amendment and the Amended Credit Agreement, (ii) commits to provide (A) the Converted Tranche C Revolving Commitments (as defined below) in an aggregate amount equal to its existing Tranche A Revolving Commitments and Tranche B Revolving Commitments immediately prior

2

|US-DOCS\139900171.7||

---

to giving effect to this Seventh Amendment on the Amendment Effective Date and (B) New Revolving Commitments in an amount equal to the Tranche C Incremental Amount and (iii) agrees to make Revolving Loans and participate in Letters of Credit with respect to its Tranche C Revolving Commitments (after giving effect to this Seventh Amendment on the Amendment Effective Date). Upon the effectiveness of this Seventh Amendment on the Amendment Effective Date, the Tranche C Revolving Commitments of the Consenting Revolving Lender shall be in the amount set forth across from its name on Exhibit A hereto. For the avoidance of doubt, after giving effect to this Seventh Amendment, the Consenting Revolving Lender’s Tranche A Revolving Commitments shall be reduced to zero and Tranche B Revolving Commitments shall be reduced to zero as set forth on Exhibit A hereto. The Consenting Revolving Lender’s converted Tranche A Revolving Commitments, converted Tranche B Revolving Commitments, and its $45,000,000.00 increased Tranche C Revolving Commitments results in the Consenting Revolving Lender having Tranche C Revolving Commitments of $255,000,000 as set forth on Exhibit A hereto.

(b)Immediately and automatically (and without further action by any Person) upon the effectiveness of this Seventh Amendment on the Amendment Effective Date, (i) the Tranche A Revolving Commitments and the outstanding Tranche A Revolving Loans of the Consenting Revolving Lender shall be converted to Tranche C Revolving Commitments and outstanding Tranche C Revolving Loans, respectively, and (ii) the Tranche B Revolving Commitments and the outstanding Tranche B Revolving Loans of the Consenting Revolving Lender shall be converted to Tranche C Revolving Commitments and outstanding Tranche C Revolving Loans, respectively (such converted Revolving Commitments, collectively, the “Converted Tranche C Revolving Commitments”).

(c)The commitments and undertakings of the Consenting Revolving Lender with respect to the Tranche C Revolving Commitments are several and the Consenting Revolving Lender shall not be responsible for any other Lender’s failure to provide Tranche C Revolving Commitments.

(d)The parties hereto acknowledge and agree that, as of the Amendment Effective Date, (i) there shall be an automatic adjustment to the Pro Rata Percentage of each Revolving Lender in the aggregate Revolving L/C Exposure and Swingline Exposure to reflect the new Pro Rata Percentage of each Revolving Lender in the aggregate Revolving L/C Exposure and Swingline Exposure resulting from the establishment of the New Revolving Commitments effected hereby, (ii) the Consenting Revolving Lender shall be a “Lender”, a “Revolving Lender”, a “Tranche C Revolving Lender” and an “Issuing Bank” under, and for all purposes of, the Amended Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender, Revolving Lender, Tranche C Revolving Lender and an Issuing Bank, as applicable, thereunder and (iii) the Tranche C Revolving Commitments established hereby shall constitute, and become a part of the same existing Class of, Tranche C Revolving Commitments and Revolving Commitments under, and for all purposes of, the Amended Credit Agreement and the other Loan Documents.

(e)The Consenting Revolving Lender represents and warrants that it is sophisticated with respect to decisions to provide assets of the type represented by the Tranche C Revolving Commitments established hereby and either it, or the Person exercising discretion in making its decision to provide its Tranche C Revolving Commitments, if any, is experienced in providing assets of such type.

(f)Each Consenting Revolving Lender represents and warrants that it has received a copy of the Credit Agreement and the other Loan Documents and has received or has been afforded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.04 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Seventh Amendment and to provide its Tranche C Revolving Commitments.

3

|US-DOCS\139900171.7||

---

Section 1.2Letters of Credit. Notwithstanding anything in the Credit Agreement to the contrary, any Letter of Credit outstanding on the Amendment Effective Date shall be deemed to be outstanding under the Amended Credit Agreement as of the Amendment Effective Date.

Section 1.3Administrative Agent Authorization. The Borrower and the Consenting Revolving Lender authorize the Administrative Agent to (i) determine all amounts, percentages and other information with respect to the Commitments and Loans of the Consenting Revolving Lender, which amounts, percentages and other information may be determined only upon receipt by the Administrative Agent of the signature pages of the Consenting Revolving Lender and (ii) enter and complete all such amounts, percentages and other information in the Amended Credit Agreement, as appropriate. The Administrative Agent’s determination and entry and completion shall be conclusive and shall be conclusive evidence of the existence, amounts, percentages and other information with respect to the obligations of the Borrower under the Amended Credit Agreement, in each case, absent clearly demonstrable error. For the avoidance of doubt, the provisions of Article VIII and Section 9.05 of each of the Credit Agreement and the Amended Credit Agreement shall apply to any determination, entry or completion made by the Administrative Agent pursuant to this Section 2.6.

Article III

REPRESENTATIONS AND WARRANTIES.

Section 1.1To induce the other parties hereto to enter into this Seventh Amendment, the Borrower and each Subsidiary Guarantor represents and warrants to the Consenting Revolving Lender, the Administrative Agent and the Collateral Agent that, as of the Amendment Effective Date:

(a) The Borrower and each Subsidiary Guarantor has all requisite power and authority, and the legal right, to enter into this Seventh Amendment, and to carry out the transactions contemplated by, and perform its obligations under, this Seventh Amendment, the Amended Credit Agreement and the other Loan Documents.

(b) This Seventh Amendment (i) has been duly authorized, executed and delivered by the Borrower and each Subsidiary Guarantor, (ii) constitutes the Borrower’s and each Subsidiary Guarantor’s legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws now or hereafter in effect affecting creditors’ rights generally and (including with respect to specific performance) subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law and to the discretion of the court before which any proceeding therefor may be brought, (iii) will not violate (A) any applicable provision of any material law, statute, rule or regulation, or of the certificate or articles of incorporation or other constitutive documents or by-laws of the Borrower or any Subsidiary Guarantor, (B) any order of any Governmental Authority or arbitrator or (C) after giving effect to the transactions contemplated by this Seventh Amendment, any provision of any indenture or any material agreement or other material instrument to which the Borrower or any Subsidiary Guarantor is a party or by which any of them or any of their property is or may be bound, (iv) after giving effect to the transactions contemplated by this Seventh Amendment, will not be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any obligation under any such indenture or material agreement or other material instrument and (v) will not result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by the Borrower or any other Loan Party (other than Liens created under the Security Documents).

(c) No action, consent or approval of, registration or filing with, notice to, or any other action by, any Governmental Authority is or will be required in connection with this Seventh Amendment or the Amended Credit Agreement except for (i) the filing of UCC financing statements and filings with the United States Patent and Trademark Office and the United States Copyright Office,(ii) recordation of modifications of the Mortgages, if any, (iii) actions specifically described in Section 3.19 of the Credit Agreement or any of the Security Documents, if any, (iv) any immaterial actions,

4

|US-DOCS\139900171.7||

---

consents, approvals, registrations or filings or (v) such as have been made or obtained and are in full force and effect.

(d) The representations and warranties set forth in the Amended Credit Agreement and each other Loan Document are true and correct in all material respects on and as of the Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier is not applicable to any representations and warranties that already are qualified or modified by materiality (or Material Adverse Effect) in the text thereof.

(e) Immediately after the consummation of the transactions on the Amendment Effective Date and immediately following the making of any Loan (or other extension of credit hereunder) and after giving effect to the application of the proceeds of any Loans (or other extension of credit hereunder), (a) the fair value of the assets of the Loan Parties, taken as a whole, at a fair valuation, taking into account the effect of any indemnities, contribution or subrogation rights, will exceed their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of the Loan Parties, taken as a whole, taking into account the effect of any indemnities, contribution or subrogation rights, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) the Loan Parties, taken as a whole, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) the Loan Parties, taken as a whole, will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the Amendment Effective Date.

Article IV

CONDITIONS TO EFFECTIVENESS OF THIS SEVENTH AMENDMENT; CONDITIONS SUBSEQUENT.

Section 1.1This Seventh Amendment shall become effective on the date (the “Amendment Effective Date”) on which each of the following conditions has been satisfied:

(a) the Administrative Agent shall have received duly executed and delivered counterparts of this Seventh Amendment that, when taken together, bear the signatures of the Borrower, all Subsidiary Guarantors, the Administrative Agent, the Collateral Agent and the Consenting Revolving Lender;

(b) (i) the representations and warranties set forth in Article III of the Amended Credit Agreement shall be true and correct in all material respects on and as of the Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality (or Material Adverse Effect) in the text thereof, and (ii) at the time of and immediately after giving effect to this Seventh Amendment on the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing;

(c) the Administrative Agent shall have received a certificate, dated as of the Amendment Effective Date, duly executed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in Section 4.1(b) above;

(d) the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-

5

|US-DOCS\139900171.7||

---

money laundering rules and regulations, including the Patriot Act, that has been reasonably requested by the Administrative Agent or the Consenting Revolving Lender;

(e) the Arrangers and the Administrative Agent shall have received, to the extent invoiced, reimbursement or other payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document or other agreement with the Borrower relating thereto; and

(f) The Consenting Revolving Lender shall have received, for its own account, an amendment fee equal to (i) 0.10% of the aggregate dollar amount of its Converted Tranche C Revolving Commitments and (ii) 0.15% of the aggregate dollar amount of its New Revolving Commitments.

Article V

EFFECT OF AMENDED CREDIT AGREEMENT.

Section 1.1Except as expressly set forth herein or in the Amended Credit Agreement, neither this Seventh Amendment nor the Amended Credit Agreement shall by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Collateral Agent or the Issuing Banks under the Credit Agreement, the Amended Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or the Amended Credit Agreement or any other provision of the Credit Agreement, the Amended Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower, any Subsidiary Guarantor or any other Person to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, the Amended Credit Agreement or any other Loan Document in similar or different circumstances.

Section 1.2On the Amendment Effective Date, the provisions of this Seventh Amendment and the Amended Credit Agreement will become effective and binding upon, and enforceable against, the Borrower and each of the Administrative Agent, the Collateral Agent and the Consenting Revolving Lender. Upon and after the execution of this Seventh Amendment by each of the parties hereto, each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”, herein,” “hereinafter,” “hereto,” “hereof” and words of like import referring to the Amended Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Amended Credit Agreement.

Section 1.3This Seventh Amendment shall constitute a Loan Document for all purposes under the Amended Credit Agreement and shall be administered and construed pursuant to the terms of the Amended Credit Agreement.

Article VI

MISCELLANEOUS

Section 1.1Counterparts. This Seventh Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Article V. Delivery of an executed signature page to this Seventh Amendment by facsimile or other electronic transmission (including “pdf”) shall be as effective as delivery of a manually signed counterpart of this Seventh Amendment. The words “execution,” “execute”, “signed,” “signature,” “delivery,” and words of like import in or relating to this Seventh Amendment and any document to be signed in connection with this Seventh Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract

6

|US-DOCS\139900171.7||

---

formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 1.2Applicable Law; Notices; Waiver of Jury Trial; Severability; Jurisdiction; Consent to Service of Process; Waivers. THIS SEVENTH AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Sections 9.07, 9.11 and 9.15 of the Amended Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.

Section 1.3Headings. Headings used herein are for convenience of reference only, are not part of this Seventh Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Seventh Amendment.

Section 1.4Reaffirmation. The parties hereto acknowledge and agree that (i) this Seventh Amendment and any other Loan Document or other document or instrument executed and delivered in connection herewith do not constitute a novation or termination of the Guaranteed Obligations of the Borrower and the Subsidiary Guarantors as in effect prior to the Amendment Effective Date and (ii) such Guaranteed Obligations are in all respects continuing (as amended by this Seventh Amendment) with only the terms thereof being modified to the extent provided in this Seventh Amendment. Each of the Borrower and the Subsidiary Guarantors hereby consents to the entering into of this Seventh Amendment and each of the transactions contemplated hereby, confirms its respective guarantees, pledges, grants of security interests, Liens and other obligations, as applicable, under and subject to the terms of the Security Documents to which it is a party and each of the other Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Seventh Amendment or any of the transactions contemplated hereby, such guarantees, pledges, grants of security interests, Liens and other obligations, and the terms of each of the other Security Documents to which it is a party and each of the other Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all Guaranteed Obligations, as amended, reaffirmed and modified pursuant to this Seventh Amendment or any of the transactions contemplated thereby.

[Signature pages follow]

7

|US-DOCS\139900171.7||

---

IN WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment to be duly executed by their respective officers as of the day and year first above written.

NRG ENERGY, INC.

By: /s/ Kevin L. Cole ______________

Name: Kevin L. Cole

Title: Sr. Vice President, Treasurer &
Head of Investor Relations

ACE ENERGY, INC.

AIRTRON, INC.

ALLIED HOME WARRANTY GP LLC

ALLIED WARRANTY LLC

ASTORIA GAS TURBINE POWER LLC

AWHR AMERICA’S WATER HEATER RENTALS, L.L.C

BIDURENERGY, INC.

BOUNCE ENERGY, INC.

CABRILLO POWER I LLC

CABRILLO POWER II LLC

CARBON MANAGEMENT SOLUTIONS LLC

CIRRO ENERGY SERVICES, INC.

CIRRO GROUP, INC.

CPL RETAIL ENERGY L.P.

DIRECT ENERGY BUSINESS MARKETING, LLC

DIRECT ENERGY BUSINESS, LLC

DIRECT ENERGY CONNECTED HOME US INC.

DIRECT GP, LLC

DIRECT ENERGY HOLDCO GP LLC

DIRECT ENERGY LEASING, LLC

DIRECT ENERGY MARKETING INC.

DIRECT ENERGY OPERATIONS, LLC

DIRECT ENERGY SERVICES, LLC

DIRECT ENERGY US HOLDINGS INC.

DIRECT ENERGY, LP

DUNKIRK POWER LLC

EASTERN SIERRA ENERGY COMPANY LLC

EL SEGUNDO POWER II LLC

EL SEGUNDO POWER, LLC

ENERGY PLUS HOLDINGS LLC

ENERGY PLUS NATURAL GAS LLC

EVERYTHING ENERGY LLC

FIRST CHOICE POWER, LLC

FORWARD HOME SECURITY, LLC

GATEWAY ENERGY SERVICES CORPORATION

GREEN MOUNTAIN ENERGY COMPANY

STREAM ENERGY NEW YORK LLC

STREAM ENERGY PENNSYLVANIA, LLC

STREAM GEORGIA GAS SPE, LLC

STREAM OHIO GAS & ELECTRIC, LLC

STREAM SPE GP, LLC

TEXAS GENCO HOLDINGS, INC.

TEXAS GENCO SERVICES, LP

[Signature Page to Seventh Amendment to Second Amended and Restated Credit Agreement]

---

US RETAILERS LLC

VIENNA OPERATIONS INC.

VIENNA POWER LLC

WCP (GENERATION) HOLDINGS LLC

WEST COST POWER LLC

WTU RETAIL ENERGY L.P.

XOOM ALBERTA HOLDINGS, LLC

XOOM BRITISH COLUMBIA HOLDINGS, LLC

XOOM ENERGY CALIFORNIA, LLC

XOOM ENERGY, LLC

XOOM ONTARIO HOLDINGS, LLC

XOOM SOLAR, LLC

By: /s/ Louis A. Teuscher __________________

Name: Louis A. Teuscher

Title: Vice President

NRG AFFILIATE SERVICES INC.

By: /s/ Michael R. Bramnick_______________

Name: Michael R. Bramnick

Title: Vice President

NRG WESTERN AFFILIATE SERVICES INC.

By: /s/ Michael R. Bramnick_______________

Name: Michael R. Bramnick

Title: Director

NRG CONSTRUCTION LLC

NRG ENERGY SERVICES LLC

NRG MAINTENANCE SERVICES LLC

NRG RELIABILITY SOLUTIONS LLC

By: /s/ Linda Weigand____________________

Name: Linda Weigand

Title: Treasurer

[Signature Page to Seventh Amendment to Second Amended and Restated Credit Agreement]

---

XOOM ENERGY CONNECTICUT, LLC

XOOM ENERGY DELAWARE, LLC

XOOM ENERGY GEORGIA, LLC

XOOM ENERGY GLOBAL HOLDINGS LLC

XOOM ENERGY ILLINOIS, LLC

XOOM ENERGY INDIANA, LLC

XOOM ENERGY KENTUCKY, LLC

XOOM ENERGY MAINE, LLC

XOOM ENERGY MARYLAND, LLC

XOOM ENERGY MASSACHUSETTS, LLC

XOOM ENERGY MICHIGAN, LLC

XOOM ENERGY NEW HAMPSHIRE, LLC

XOOM ENERGY NEW JERSEY, LLC

XOOM ENERGY NEW YORK, LLC

XOOM ENERGY OHIO, LLC

XOOM ENERGY PENNSYLVANIA, LLC

XOOM ENERGY RHODE ISLAND, LLC

XOOM ENERGY TEXAS, LLC

XOOM ENERGY VIRGINIA, LLC

XOOM ENERGY WASHINGTON D.C., LLC

By: XOOM ENERGY, LLC,

the sole member

By: /s/ Louis A. Teuscher _________________

Name: Louis A. Teuscher

Title: Officer

INDIAN RIVER OPERATIONS INC.

NEW GENCO GP, LLC

NRG ARTHUR KILL OPERATIONS INC.

NRG ASTORIA GAS TURBINE OPEATIONS INC.

NRG CABRILLO POWER OPERATIONS LLC

NRG CALIFORNIA PEAKER OPERATIONS LLC

NRG DUNKIRK OPERATIONS INC.

NRG HUNTLEY OPERATIONS INC.

NRG INTERNATIONAL LLC

NRG MEXTRANS INC.

NRG NORWALK HARBOR OPERATIONS INC.

NRG OPERATING SERVICES, INC.

NRG SAGUARO OPERATIONS INC.

SAGUARO POWER LLC

SOMERSET OPERATIONS INC.

TEXAS GENCO GP, LLC

By: /s/ Matthew J. Pistner__________________
Name: Matthew J. Pistner

Title: President

NRG EL SEGUNDO OPERATIONS INC.

By: /s/ Matthew J. Pistner__________________
Name: Matthew J. Pistner

Title: Vice President

[Signature Page to Seventh Amendment to Second Amended and Restated Credit Agreement]

---

NRG HOMER CITY SERVICES LLC

By: /s/ John Robertson____________________
Name: John Robertson

Title: President

NRG ENERGY LABOR SERVICES LLC

By: /s/ John Robertson____________________
Name: John Robertson

Title: Vice President

INDEPENDENCE ENERGY ALLIANCE LLC

INDEPENDENCE ENERGY NATURAL GAS LLC

NRG RETAIL NORTHEAST LLC

RELIANT ENERGY NORTHEAST LLC

By: /s/ Elizabeth Killinger__________________
Name: Elizabeth R. Killinger

Title: President

GCP FUNDING COMPANY, LLC

INDIAN RIVER POWER LLC

MERIDEN GAS TURBINES LLC

NRG TEXAS HOLDING INC.

NRG TEXAS LLC

SOMERSET POWER LLC

TEXAS GENCO LP, LLC

By: /s/ Judith Lagano____________________
Name: Judith Lagano

Title: President

[Signature Page to Seventh Amendment to Second Amended and Restated Credit Agreement]

---

[Signature Page to Seventh Amendment to Second Amended and Restated Credit Agreement]

---

NRG GENERATION HOLDINGS INC.

TEXAS GENCO HOLDINGS, INC.

By: /s/ Judith Lagano____________________
Name: Judith Lagano

Title: Director

NRG ECOKAP HOLDINGS LLC

By: /s/ Robert Patrick____________________
Name: Robert Patrick

Title: President

ENERGY CHOICE SOLUTIONS LLC

By: /s/ Lynda Clemmons__________________
Name: Lynda Clemmons

Title: President

ENERGY ALTERNATIVES WHOLESALE, LLC

By: /s/ Robert J. Gaudette__________________
Name: Robert J. Gaudette

Title: Vice President

NRG DISTRIBUTED ENERGY RESOURCES
HOLDINGS LLC

NRG DISTRIBUTED GENERATION PR LLC

NRG HQ DG LLC

By: /s/ Robert J. Gaudette__________________
Name: Robert J. Gaudette

Title: President

[Signature Page to Seventh Amendment to Second Amended and Restated Credit Agreement]

---

[Signature Page to Seventh Amendment to Second Amended and Restated Credit Agreement]

---

ACKNOWLEDGED AND AGREED BY:

CITICORP NORTH AMERICA, INC., as Administrative Agent and Collateral Agent

By /s/ Ashwani Khubani_______________--

Name: Ashwani Khubani

Title: Managing Director / Authorized Signatory

[Signature Page to Seventh Amendment to Second Amended and Restated Credit Agreement]

---

JPMorgan Chase Bank, N.A., as the Consenting Revolving Lender and an Issuing Bank

By /s/ Santiago Gascon_______________--

Name: Santiago Gascon

Title: Vice President

|US-DOCS\139900171.7||

---

|US-DOCS\139900171.7||

---

Exhibit A

Schedule 1.01(e)

Banks			Tranche A Revolving Commitments			Tranche B Revolving Commitments			Tranche C Revolving Commitments			Revolving Commitments (Total)
Citibank, N.A.			$0.00			$0.00			$255,000,000.00			$255,000,000.00
Credit Suisse AG, New York Branch			$0.00			$0.00			$255,000,000.00			$255,000,000.00
Bank of America, N.A.			$0.00			$0.00			$255,000,000.00			$255,000,000.00
Bank of Montreal			$0.00			$0.00			$255,000,000.00			$255,000,000.00
MUFG Bank, Ltd.			$0.00			$0.00			$255,000,000.00			$255,000,000.00
Barclays Bank PLC			$0.00			$0.00			$255,000,000.00			$255,000,000.00
Credit Agricole Corporate and Investment Bank			$0.00			$0.00			$255,000,000.00			$255,000,000.00
Deutsche Bank AG New York Branch			$0.00			$0.00			$255,000,000.00			$255,000,000.00
Goldman Sachs Bank USA			$0.00			$0.00			$255,000,000.00			$255,000,000.00
JPMorgan Chase Bank, N.A.			$0.00			$0.00			$255,000,000.00			$255,000,000.00
Morgan Stanley Bank, N.A.			$0.00			$0.00			$165,000,000.00			$165,000,000.00
Morgan Stanley Senior Funding, Inc.			$0.00			$0.00			$90,000,000.00			$90,000,000.00
Royal Bank of Canada			$0.00			$0.00			$255,000,000.00			$255,000,000.00
Sumitomo Mitsui Banking Corporation			$0.00			$0.00			$255,000,000.00			$255,000,000.00
BNP Paribas			$0.00			$0.00			$255,000,000.00			$255,000,000.00
Mizuho Bank Ltd.			$0.00			$0.00			$255,000,000.00			$255,000,000.00
Truist Bank			$194,920,000.00			$15,080,000.00			$0.00			$210,000,000.00
ING Capital LLC			$100,000,000.00			$0.00			$0.00			$100,000,000.00
Natixis, New York Branch			$0.00			$0.00			$130,000,000.00			$130,000,000.00

---

KeyBank National Association			$0.00			$0.00			$55,000,000.00			$55,000,000.00
TOTAL			$294,920,000.00			$15,080,000.00			$4,010,000,000.00			$4,320,000,000.00

|US-DOCS\139900171.7||