4.955% Senior Secured First Lien Notes due 2031
Note · NRG Energy, Inc.
Reference: 4.955% Senior Secured First Lien Notes due 2031
- Original principal
- USD 500,000,000
- Outstanding
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- Commitment
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- Availability
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- Maturity
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Last reported interest terms: 4.955% Reported 2026-04-28 Later filings may not restate these terms; this does not confirm they still apply.
Verified covenant terms
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Section 6.01(b) · Events of Default
(b) Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders of the then outstanding Notes of a Series (each, a “Directing Holder”) must be accompanied by a written representation with a medallion guaranteed signature from each such Holder to the Company and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee,…
Defined terms:
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Verification Covenant: each Directing Holder must, at the time of providing a Noteholder Direction, covenant to provide the Company with such other information as it may reasonably request from time to time in order to verify the accuracy of such Directing Holder's Position Representation within five Business Days of request therefor
Source evidence: each Directing Holder must, at the time of providing a Noteholder Direction, covenant to provide the Company with such other information as it may reasonably request from time to time in order to verify the accuracy of such Directing Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”)
Full wording and supporting evidence
Source evidence: (b) Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders of the then outstanding Notes of a Series (each, a “Directing Holder”) must be accompanied by a written representation with a medallion guaranteed signature from each such Holder to the Company and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by Beneficial Owners that are not) Net Short (a “Position Representation”)
Target identity evidence: THIRD SUPPLEMENTAL INDENTURE, dated as of April 28, 2026 (this “Supplemental Indenture”), by and among NRG Energy, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined herein) and Deutsche Bank Trust Company Americas, a New York Banking corporation, as trustee (the “Trustee”).
Target identity evidence: The Company has heretofore executed and delivered to the Trustee an Indenture, dated as of October 8, 2025 (the “Base Indenture”), between the Company and the Trustee, and a second supplemental indenture, dated as of February 19, 2026 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Existing Indenture”
Target identity evidence: The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the 4.955% Senior Secured First Lien Notes due 2031 (the “Notes”):
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Verification Covenant: each Directing Holder must, at the time of providing a Noteholder Direction, covenant to provide the Company with such other information as it may reasonably request from time to time in order to verify the accuracy of such Directing Holder's Position Representation within five Business Days of request therefor
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Section 6.02 · Acceleration
In the case of an Event of Default specified in clause (6) or (7) of Section 6.01(a) hereof, with respect to the Company, all outstanding Notes of such Series will become due and payable immediately without further action or notice
Section 6.02 Acceleration.
Full wording and supporting evidence
Source evidence: In the case of an Event of Default specified in clause (6) or (7) of Section 6.01(a) hereof, with respect to the Company, all outstanding Notes of such Series will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in aggregate principal amount of the relevant Series of Notes that are outstanding may declare all the relevant Series of Notes to be due and payable immediately; provided that a notice of Default may not be given with respect to any actions taken, and reported publicly or to Holders, more than two years prior to such notice of Default. Upon any such declaration, the Notes of such Series shall become due and payable immediately.
Target identity evidence: THIRD SUPPLEMENTAL INDENTURE, dated as of April 28, 2026 (this “Supplemental Indenture”), by and among NRG Energy, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined herein) and Deutsche Bank Trust Company Americas, a New York Banking corporation, as trustee (the “Trustee”).
Target identity evidence: The Company has heretofore executed and delivered to the Trustee an Indenture, dated as of October 8, 2025 (the “Base Indenture”), between the Company and the Trustee, and a second supplemental indenture, dated as of February 19, 2026 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Existing Indenture”
Target identity evidence: The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the 4.955% Senior Secured First Lien Notes due 2031 (the “Notes”):
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Section 9.02 · With Consent of Holders of Notes
the Company and the Trustee may amend or supplement this Supplemental Indenture (including, without limitation, Section 4.09 hereof), the Notes of a Series, the Subsidiary Guarantees, the Collateral Trust Agreement or the Note Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes of such Series then outstanding
Section 9.02 With Consent of Holders of Notes.
Full wording and supporting evidence
Source evidence: the Company and the Trustee may amend or supplement this Supplemental Indenture (including, without limitation, Section 4.09 hereof), the Notes of a Series, the Subsidiary Guarantees, the Collateral Trust Agreement or the Note Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes of such Series then outstanding
Target identity evidence: THIRD SUPPLEMENTAL INDENTURE, dated as of April 28, 2026 (this “Supplemental Indenture”), by and among NRG Energy, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined herein) and Deutsche Bank Trust Company Americas, a New York Banking corporation, as trustee (the “Trustee”).
Target identity evidence: The Company has heretofore executed and delivered to the Trustee an Indenture, dated as of October 8, 2025 (the “Base Indenture”), between the Company and the Trustee, and a second supplemental indenture, dated as of February 19, 2026 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Existing Indenture”
Target identity evidence: The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the 4.955% Senior Secured First Lien Notes due 2031 (the “Notes”):
Documents and filing history
- SeriesInstrument · EX-4.2 · 2026-04-28 — EXHIBIT 4.2
- GoverningAgreement · EX-4.2 · 2026-04-28 — EXHIBIT 4.2
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Issuance
· 2026-04-28
Original principal USD 500,000,000 Exact source document
Parent 8-K filing · 2026-04-28
WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of October 8, 2025 (the “*Base Indenture*”), between the Company and the Trustee, a Second Supplemental Indenture, dated as of February 19, 2026 (the “*Second Supplemental Indenture*” and, together with the Base Indenture the “*Existing Indenture*”), among the Company, the Guarantors party thereto and the Trustee and a Third Supplemental Indenture, dated as of April 28, 2026 (the “*Supplemental Indenture*” and, together with the Existing Indenture, the “*Indenture*”), among the Company, the Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $500,000,000 of 4.955% Senior Secured First Lien Notes due 2031 (the “*Initial Notes*”), and, subject to the terms of the Supplemental Indenture, future issuances of any applicable series of Initial Notes (the “*Additional Notes*,” and, together with the applicable series of Initial Notes, the “*Notes*”);
Issuer evidence: Reference is hereby made to the Indenture, dated as of October 8, 2025 (the "*Base Indenture*"), between the NRG Energy, Inc., as issuer (the "*Company*") and the Deutsche Bank Trust Company Americas, as trustee (the "*Trustee*")
Supporting evidence: the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of October 8, 2025 (the "*Base Indenture*"), between the Company and the Trustee, a Second Supplemental Indenture, dated as of February 19, 2026 (the "*Second Supplemental Indenture*" and, together with the Base Indenture the "*Existing Indenture*"), among the Company, the Guarantors party thereto and the Trustee and a Third Supplemental Indenture, dated as of April 28, 2026 (the "*Supplemental Indenture*" and, together with the Existing Indenture, the "*Indenture*"), among the Company, the Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $500,000,000 of 4.955% Senior Secured First Lien Notes due 2031 (the "*Initial Notes*")
Supporting evidence: providing for the original issuance of an aggregate principal amount of $500,000,000 of 4.955% Senior Secured First Lien Notes due 2031 (the "*Initial Notes*")