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As filed with the Securities and Exchange Commission on December 11, 2014

No. 333-                

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

NRG Energy, Inc.*
(Exact name of registrant as specified in its charter)
 	 	 	 	 	
Delaware
(State or other jurisdiction of
incorporation or organization)	 	4911
(Primary Standard Industrial
Classification Code Number)	 	41-1724239
(I.R.S. Employer
Identification No.)	

211 Carnegie Center, Princeton, NJ 08540
Telephone: (609) 524-4500
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

David R. Hill
Executive Vice President and General Counsel
211 Carnegie Center
Princeton, NJ 08540
Telephone: (609) 524-4500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:
Gerald T. Nowak, P.C.
Paul D. Zier
Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, Illinois 60654
(312) 862-2000

Approximate date of commencement of proposed sale of the securities to the public:
The exchange will occur as soon as practicable after the effective date of this Registration Statement.

          If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.     o

          If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
 	 	 	 	 	 	 	
Large accelerated filer ý	 	Accelerated filer o	 	Non-accelerated filer o
(Do not check if a
smaller reporting company)	 	Smaller reporting company o	
          If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

          Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer):    o

          Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer):    o

CALCULATION OF REGISTRATION FEE

 	
Title of Each Class of Securities
to be Registered
	 	Amount to be
Registered
	 	Proposed Maximum
Offering Price Per
Unit(1)
	 	Amount of
Registration Fee

6.25% Senior Notes due 2024	 	$1,000,000,000	 	100%	 	$116,200	
 	
Guarantees related to the 6.25% Senior Notes due 2024(2)	 	—	 	—	 	—(3)	
 	
(1)
Calculated in accordance with Rule 457 under the Securities Act of 1933, as amended.

(2)
No separate consideration was received for the issuance of the guarantees.

(3)
Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees being registered hereby.

          The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

*
The Co-Registrants listed on the next page are also included in this Form S-4 Registration Statement as additional Registrants.

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Table of Additional Registrants

Exact Name of Additional Registrants*	 	Jurisdiction of Formation	 	I.R.S. Employer Identification No.	 	
Ace Energy, Inc. 	 	New York	 	 	20-1614426	 	
Allied Warranty LLC	 	Texas	 	 	20-1813150	 	
Arthur Kill Power LLC	 	Delaware	 	 	41-1937649	 	
Astoria Gas Turbine Power LLC	 	Delaware	 	 	41-1937470	 	
Bayou Cove Peaking Power, LLC	 	Delaware	 	 	36-4498942	 	
BidURenergy, Inc. 	 	New York	 	 	20-3980208	 	
Cabrillo Power I LLC	 	Delaware	 	 	76-0595964	 	
Cabrillo Power II LLC	 	Delaware	 	 	76-0595963	 	
Carbon Management Solutions LLC	 	Delaware	 	 	27-2238021	 	
Cirro Energy Services, Inc. 	 	Texas	 	 	20-2579156	 	
Cirro Group, Inc. 	 	Texas	 	 	75-2941421	 	
Clean Edge Energy LLC	 	Delaware	 	 	27-2244275	 	
Conemaugh Power LLC	 	Delaware	 	 	41-1973743	 	
Connecticut Jet Power LLC	 	Delaware	 	 	41-1949386	 	
Cottonwood Development LLC	 	Delaware	 	 	52-2220177	 	
Cottonwood Energy Company LP	 	Delaware	 	 	76-0635621	 	
Cottonwood Generating Partners I LLC	 	Delaware	 	 	76-0635620	 	
Cottonwood Generating Partners II LLC	 	Delaware	 	 	52-2236732	 	
Cottonwood Generating Partners III LLC	 	Delaware	 	 	52-2236738	 	
Cottonwood Technology Partners LP	 	Delaware	 	 	76-0669423	 	
Devon Power LLC	 	Delaware	 	 	41-1949385	 	
Dunkirk Power LLC	 	Delaware	 	 	41-1937466	 	
Eastern Sierra Energy Company LLC	 	California	 	 	33-0299028	 	
El Segundo Power, LLC	 	Delaware	 	 	41-1893999	 	
El Segundo Power II LLC	 	Delaware	 	 	76-0663675	 	
Energy Alternatives Wholesale, LLC	 	Delaware	 	 	455420194	 	
Energy Curtailment Specialists, Inc. 	 	New York	 	 	20-0462805	 	
Energy Plus Holdings LLC	 	Delaware	 	 	74-3216390	 	
Energy Plus Natural Gas LLC	 	Delaware	 	 	27-3309340	 	
Energy Protection Insurance Company	 	Vermont	 	 	27-3660148	 	
Everything Energy LLC	 	Delaware	 	 	26-3576595	 	
Forward Home Security, LLC	 	Texas	 	 	46-0837518	 	
GCP Funding Company, LLC	 	Delaware	 	 	33-0334380	 	
Green Mountain Energy Company	 	Delaware	 	 	03-0360441	 	
Gregory Partners, LLC	 	Delaware	 	 	51-0382110	 	
Gregory Power Partners LLC	 	Delaware	 	 	54-1910630	 	
Huntley Power LLC	 	Delaware	 	 	41-1937468	 	
Independence Energy Alliance LLC	 	Delaware	 	 	45-1139369	 	
Independence Energy Group LLC	 	Delaware	 	 	27-4408520	 	
Independence Energy Natural Gas LLC	 	Delaware	 	 	—	 	
Indian River Operations Inc. 	 	Delaware	 	 	41-1973349	 	
Indian River Power LLC	 	Delaware	 	 	41-1973747	 	
Keystone Power LLC	 	Delaware	 	 	41-1973744	 	
Langford Wind Power, LLC	 	Texas	 	 	26-4418527	 	
Lone Star A/C & Appliance Repair, LLC	 	Texas	 	 	20-4278795	 	
Louisiana Generating LLC	 	Delaware	 	 	41-1870498	 	
Meriden Gas Turbines LLC	 	Delaware	 	 	41-1991989	 	
Middletown Power LLC	 	Delaware	 	 	41-1949384	 	
Montville Power LLC	 	Delaware	 	 	41-1949383	 	
NEO Corporation	 	Minnesota	 	 	41-1753235	 	
NEO Freehold-Gen LLC	 	Delaware	 	 	41-1980237	 	
NEO Power Services Inc. 	 	Delaware	 	 	23-3043507	 	

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Exact Name of Additional Registrants*	 	Jurisdiction of Formation	 	I.R.S. Employer Identification No.	 	
New Genco GP, LLC	 	Delaware	 	 	02-0732611	 	
Norwalk Power LLC	 	Delaware	 	 	41-1949381	 	
NRG Affiliate Services Inc. 	 	Delaware	 	 	41-1960764	 	
NRG Artesian Energy LLC	 	Delaware	 	 	27-2243660	 	
NRG Arthur Kill Operations Inc. 	 	Delaware	 	 	41-1939116	 	
NRG Astoria Gas Turbine Operations Inc. 	 	Delaware	 	 	41-1939115	 	
NRG Bayou Cove LLC	 	Delaware	 	 	41-2016940	 	
NRG Business Solutions LLC	 	Delaware	 	 	45-5124984	 	
NRG Cabrillo Power Operations Inc. 	 	Delaware	 	 	41-1938132	 	
NRG California Peaker Operations LLC	 	Delaware	 	 	20-0088453	 	
NRG Cedar Bayou Development Company, LLC	 	Delaware	 	 	26-0601018	 	
NRG Connected Home LLC	 	Delaware	 	 	38-3934333	 	
NRG Connecticut Affiliate Services Inc. 	 	Delaware	 	 	41-1952333	 	
NRG Construction LLC	 	Delaware	 	 	26-0496159	 	
NRG Curtailment Solutions LLC	 	Delaware	 	 	46-3377471	 	
NRG Development Company Inc. 	 	Delaware	 	 	41-1959656	 	
NRG Devon Operations Inc. 	 	Delaware	 	 	41-1950239	 	
NRG Dispatch Services LLC	 	Delaware	 	 	45-5214920	 	
NRG Distributed Generation PR LLC	 	Delaware	 	 	30-0834381	 	
NRG Dunkirk Operations Inc. 	 	Delaware	 	 	41-1939114	 	
NRG El Segundo Operations Inc. 	 	Delaware	 	 	41-1929997	 	
NRG Energy Efficiency-L LLC	 	Delaware	 	 	38-3935079	 	
NRG Energy Efficiency-P LLC	 	Delaware	 	 	35-2511047	 	
NRG Energy Labor Services LLC	 	Delaware	 	 	27-5345464	 	
NRG Energy Services Group LLC	 	Delaware	 	 	27-3915519	 	
NRG Energy Services International Inc. 	 	Delaware	 	 	61-1721905	 	
NRG Energy Services LLC	 	Delaware	 	 	41-1978725	 	
NRG Generation Holdings, Inc. 	 	Delaware	 	 	20-1911335	 	
NRG Home & Business Solutions LLC	 	Delaware	 	 	90-0835027	 	
NRG Home Solutions LLC	 	Delaware	 	 	46-1569642	 	
NRG Home Solutions Product LLC	 	Delaware	 	 	45-5215213	 	
NRG Homer City Services LLC	 	Delaware	 	 	30-0749587	 	
NRG HQ DG LLC	 	Delaware	 	 	47-1799823	 	
NRG Huntley Operations Inc. 	 	Delaware	 	 	41-1939118	 	
NRG Identity Protect LLC	 	Delaware	 	 	45-5224616	 	
NRG Ilion Limited Partnership	 	Delaware	 	 	36-3783670	 	
NRG Ilion LP LLC	 	Delaware	 	 	41-2016939	 	
NRG International LLC	 	Delaware	 	 	41-1744096	 	
NRG Maintenance Services LLC	 	Delaware	 	 	20-8088165	 	
NRG Mextrans Inc. 	 	Delaware	 	 	41-1951078	 	
NRG MidAtlantic Affiliate Services Inc. 	 	Delaware	 	 	41-1996587	 	
NRG Middletown Operations Inc. 	 	Delaware	 	 	41-1950236	 	
NRG Montville Operations Inc. 	 	Delaware	 	 	41-1950237	 	
NRG New Roads Holdings LLC	 	Delaware	 	 	41-1968966	 	
NRG North Central Operations Inc. 	 	Delaware	 	 	41-2004025	 	
NRG Northeast Affiliate Services Inc. 	 	Delaware	 	 	41-1940300	 	
NRG Norwalk Harbor Operations Inc. 	 	Delaware	 	 	41-1950238	 	
NRG Operating Services, Inc. 	 	Delaware	 	 	41-1744095	 	
NRG Oswego Harbor Power Operations Inc. 	 	Delaware	 	 	41-1939117	 	
NRG PacGen Inc. 	 	Delaware	 	 	41-1889830	 	
NRG Portable Power LLC	 	Delaware	 	 	45-5224676	 	
NRG Power Marketing LLC	 	Delaware	 	 	41-1910737	 	
NRG Reliability Solutions LLC	 	Delaware	 	 	45-5411416	 	
NRG Renter's Protection LLC	 	Delaware	 	 	45-5224780	 	

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Exact Name of Additional Registrants*	 	Jurisdiction of Formation	 	I.R.S. Employer Identification No.	 	
NRG Retail LLC	 	Delaware	 	 	26-4341161	 	
NRG Retail Northeast LLC	 	Delaware	 	 	46-4014866	 	
NRG Rockford Acquisition LLC. 	 	Delaware	 	 	41-2011003	 	
NRG Saguaro Operations Inc. 	 	Delaware	 	 	41-2013262	 	
NRG Security LLC	 	Delaware	 	 	45-5215086	 	
NRG Services Corporation	 	Delaware	 	 	41-1841627	 	
NRG SimplySmart Solutions LLC	 	Delaware	 	 	27-4204481	 	
NRG South Central Affiliate Services Inc. 	 	Delaware	 	 	41-1996193	 	
NRG South Central Generating LLC	 	Delaware	 	 	41-1963217	 	
NRG South Central Operations Inc. 	 	Delaware	 	 	41-2002465	 	
NRG South Texas LP	 	Texas	 	 	30-0083668	 	
NRG Texas C&I Supply LLC	 	Delaware	 	 	26-4555466	 	
NRG Texas Gregory LLC	 	Delaware	 	 	—	 	
NRG Texas Holding Inc. 	 	Delaware	 	 	26-4775586	 	
NRG Texas LLC	 	Delaware	 	 	20-1504355	 	
NRG Texas Power LLC	 	Delaware	 	 	34-2019301	 	
NRG Warranty Services LLC	 	Delaware	 	 	45-5224719	 	
NRG West Coast LLC	 	Delaware	 	 	41-1942517	 	
NRG Western Affiliate Services Inc. 	 	Delaware	 	 	41-1949168	 	
O'Brien Cogeneration, Inc. II	 	Delaware	 	 	23-2414656	 	
ONSITE Energy, Inc. 	 	Oregon	 	 	93-0910742	 	
Oswego Harbor Power LLC	 	Delaware	 	 	41-1937465	 	
RE Retail Receivables, LLC	 	Delaware	 	 	41-2046596	 	
Reliant Energy Northeast LLC	 	Delaware	 	 	32-0314140	 	
Reliant Energy Power Supply, LLC	 	Delaware	 	 	204823108	 	
Reliant Energy Retail Holdings, LLC	 	Delaware	 	 	76-0655580	 	
Reliant Energy Retail Services, LLC	 	Delaware	 	 	76-0655567	 	
RERH Holdings, LLC	 	Delaware	 	 	20-5222227	 	
Saguaro Power LLC	 	Delaware	 	 	41-2013654	 	
Somerset Operations Inc. 	 	Delaware	 	 	41-1923722	 	
Somerset Power LLC	 	Delaware	 	 	41-1924606	 	
Texas Genco Financing Corp. 	 	Delaware	 	 	27-0110393	 	
Texas Genco GP, LLC	 	Texas	 	 	75-3013803	 	
Texas Genco Holdings, Inc. 	 	Texas	 	 	76-0695920	 	
Texas Genco LP, LLC	 	Delaware	 	 	30-0381697	 	
Texas Genco Operating Services LLC	 	Delaware	 	 	75-3172707	 	
Texas Genco Services, LP	 	Texas	 	 	38-3694336	 	
US Retailers LLC	 	Delaware	 	 	26-3576629	 	
Vienna Operations Inc. 	 	Delaware	 	 	41-1973351	 	
Vienna Power LLC	 	Delaware	 	 	41-1973745	 	
WCP (Generation) Holdings LLC	 	Delaware	 	 	74-2922374	 	
West Coast Power LLC	 	Delaware	 	 	36-4301246	 	

*
The address for each of the additional Registrants is c/o NRG Energy, Inc., 211 Carnegie Center, Princeton, NJ 08540, telephone: (609) 524-4500. The primary standard industrial classification number for each of the additional Registrants is 4911.

        The name, address, including zip code of the agent for service for each of the additional Registrants is David R. Hill, Executive Vice President and General Counsel of NRG Energy, Inc., 211 Carnegie Center, Princeton, NJ 08540, Telephone: (609) 524-4500.

Table of Contents

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale is not permitted.

Subject to Completion Dated December 11, 2014

PRELIMINARY PROSPECTUS

NRG Energy, Inc.

Exchange Offer for
$1,000,000,000 6.25% Senior Notes due 2024

We are offering to exchange:
up to $1,000,000,000 of our new 6.25% Senior Notes due 2024
(which we refer to as the "Exchange Notes")
for
a like amount of our outstanding 6.25% Senior Notes due 2024
(which we refer to as the "Old Notes")

We refer to the Exchange Notes and Old Notes collectively as the "notes."

Material Terms of Exchange Offer:

•
The terms of the Exchange Notes to be issued in the exchange offer are substantially identical to the Old Notes, except that the transfer restrictions and registration rights relating to the Old Notes will not apply to the Exchange Notes.

•
The Exchange Notes will be guaranteed on a full and unconditional and joint and several basis by each of our current and future subsidiaries that guarantees indebtedness under our Senior Credit Facility (as defined herein).

•
There is no existing public market for the Old Notes or the Exchange Notes. We do not intend to list the Exchange Notes on any securities exchange or seek approval for quotation through any automated trading system.

•
You may withdraw your tender of Old Notes at any time before the expiration of the exchange offer. We will exchange all of the Old Notes that are validly tendered and not withdrawn.

•
The exchange offer expires at 12:00 midnight, New York City time, on                        , 2015, unless extended.

•
The exchange of Old Notes will not be a taxable event for U.S. federal income tax purposes.

•
The exchange offer is subject to certain customary conditions, including that it not violate applicable law or any applicable interpretation of the Staff of the Securities and Exchange Commission (the "SEC").

•
We will not receive any proceeds from the exchange offer.

        For a discussion of certain factors that you should consider before participating in this exchange offer, see "Risk Factors" beginning on page 11 of this prospectus.

        Neither the SEC nor any state securities commission has approved the notes to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

        Each broker-dealer that receives Exchange Notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes where the Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, we will make this prospectus available, as amended or supplemented, to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

   , 2014

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WHERE YOU CAN FIND MORE INFORMATION	 	 	i	 	
INCORPORATION BY REFERENCE	 	 	ii	 	
SUMMARY	 	 	1	 	
SUMMARY OF THE EXCHANGE OFFER	 	 	4	 	
CONSEQUENCES OF NOT EXCHANGING OLD NOTES	 	 	7	 	
SUMMARY OF TERMS OF EXCHANGE NOTES	 	 	8	 	
RISK FACTORS	 	 	11	 	
FORWARD-LOOKING STATEMENTS	 	 	16	 	
EXCHANGE OFFER	 	 	18	 	
USE OF PROCEEDS	 	 	29	 	
RATIO OF EARNINGS TO FIXED CHARGES	 	 	29	 	
CAPITALIZATION	 	 	30	 	
DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS AND PREFERRED STOCK	 	 	31	 	
DESCRIPTION OF THE NOTES	 	 	35	 	
BOOK-ENTRY, DELIVERY AND FORM	 	 	58	 	
CERTAIN FEDERAL INCOME TAX CONSEQUENCES	 	 	60	 	
PLAN OF DISTRIBUTION	 	 	61	 	
LEGAL MATTERS	 	 	62	 	
EXPERTS	 	 	62	 	

WHERE YOU CAN FIND MORE INFORMATION

        We file annual, quarterly and special reports, proxy statements and other information with the SEC. You can inspect and copy these reports, proxy statements and other information at the Public Reference Room of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. Our SEC filings will also be available to you on the SEC's website. The address of this site is http://www.sec.gov .

i

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INCORPORATION BY REFERENCE

        The SEC allows us to "incorporate by reference" the information we file with them into this prospectus, which means that we can disclose important information to you by referring you to those documents and those documents will be considered part of this prospectus. Information that we file later with the SEC will automatically update and supersede the previously filed information. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), until the completion of the exchange offer (other than portions of these documents deemed to be "furnished" or not deemed to be "filed," including the portions of these documents that are either (1) described in paragraphs (d)(1), (d)(2), (d)(3) or (e)(5) of Item 407 of Regulation S-K promulgated by the SEC or (2) furnished under Item 2.02 or Item 7.01 of a current report on Form 8-K, including any exhibits included with such Items):

•
Our annual report on Form 10-K for the year ended December 31, 2013 filed on February 28, 2014, as amended by Amendment No. 1 filed on April 4, 2014, and as further amended by Amendment No. 2 filed on September 10, 2014, which collectively we refer to as our "2013 Form 10-K";

•
Our quarterly reports on Form 10-Q for the quarters ended March 31, 2014, June 30, 2014 and September 30, 2014 filed on May 6, 2014, August 7, 2014 and November 5, 2014, respectively; and

•
Our current reports on Form 8-K filed on January 28, 2014, March 10, 2014, March 28, 2014, April, 3, 2014 (as amended on June 16, 2014), April, 4, 2014, April 21, 2014, May 2, 2014, May 13, 2014, June 23, 2014, August 4, 2014, September 3, 2014, October 3, 2014, November 14, 2014, November 25, 2014 and December 10, 2014.

        Furthermore, all filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial filing of this registration statement and prior to effectiveness of the registration statement (other than portions of these documents deemed to be "furnished" or not deemed to be "filed," including the portions of these documents that are either (1) described in paragraphs (d)(1), (d)(2), (d)(3) or (e)(5) of Item 407 of Regulation S-K promulgated by the SEC or (2) furnished under Item 2.02 or Item 7.01 of a current report on Form 8-K, including any exhibits included with such Items) shall be deemed to be incorporated by reference into this prospectus.

        If you make a request for such information in writing or by telephone, we will provide you, without charge, a copy of any or all of the information incorporated by reference in this prospectus. Any such request should be directed to:

NRG Energy, Inc.
211 Carnegie Center
Princeton, NJ 08540
(609) 524-4500
Attention: General Counsel

        You should rely only on the information contained in, or incorporated by reference in, this prospectus. We have not authorized anyone else to provide you with different or additional information. This prospectus does not offer to sell or solicit any offer to buy any notes in any jurisdiction where the offer or sale is unlawful. You should not assume that the information in this prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document.

ii

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SUMMARY

        This summary highlights selected information appearing elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether to participate in this exchange offer. You should carefully read this summary together with the entire prospectus, including the information set forth in the section entitled "Risk Factors" and the information that is incorporated by reference into this prospectus. See the section entitled "Incorporation by Reference" for a further discussion on incorporation by reference.

        Unless the context otherwise requires or as otherwise indicated, references in this prospectus to "NRG Energy," "NRG," the "Company, "we," "our" and "us" refer to NRG Energy, Inc. and its consolidated subsidiaries and references to "Issuer" refer to NRG Energy, Inc., exclusive of its subsidiaries.
Our Businesses

        We are a competitive power company that produces, sells and delivers energy and energy services in major competitive power markets in the U.S. while positioning itself as a leader in the way residential, industrial and commercial consumers think about and use energy products and services. As one of the largest power generators in the U.S., we own and operate approximately 53,000 MWs of generation; engage in the trading of wholesale energy, capacity and related products around those generation assets; transact in and trades fuel and transportation services; and directly sell energy, services, and innovative, sustainable products and services to retail customers under the name "NRG" and various other retail brand names we own.

        The following table summarizes our global generation portfolio as of September 30, 2014, by operating segment:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Global Generation Portfolio by Operating Segment(a)	 	
 
	 	(In MW)	 	
 
	 	Gulf
Coast	 	East	 	West	 	Renewables	 	NRG
Yield(b)	 	Total
Domestic	 	Other
(International)	 	Total
Global	 	
Primary Fuel-type	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Natural Gas	 	 	8,932	 	 	7,413	 	 	7,617	 	 	—	 	 	1,393	 	 	25,355	 	 	144	 	 	25,499	 	
Coal	 	 	5,689	 	 	11,125	 	 	—	 	 	—	 	 	—	 	 	16,814	 	 	605	 	 	17,419	 	
Oil	 	 	—	 	 	5,818	 	 	—	 	 	—	 	 	190	 	 	6,008	 	 	—	 	 	6,008	 	
Nuclear	 	 	1,176	 	 	—	 	 	—	 	 	—	 	 	—	 	 	1,176	 	 	—	 	 	1,176	 	
Wind	 	 	—	 	 	—	 	 	—	 	 	2,072	 	 	1,048	 	 	3,120	 	 	—	 	 	3,120	 	
Utility Scale Solar	 	 	—	 	 	—	 	 	—	 	 	802	 	 	343	 	 	1,145	 	 	—	 	 	1,145	 	
Distributed Solar	 	 	—	 	 	—	 	 	—	 	 	37	 	 	10	 	 	47	 	 	—	 	 	47	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Total generation capacity	 	 	15,797	 	 	24,356	 	 	7,617	 	 	2,911	 	 	2,984	 	 	53,665	 	 	749	 	 	54,414	 	
Capacity attributable to noncontrolling interest	 	 	—	 	 	(40	)	 	—	 	 	(630	)	 	(1,334	)	 	(2,004	)	 	—	 	 	(2,004	)	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Total net generation capacity	 	 	15,797	 	 	24,316	 	 	7,617	 	 	2,281	 	 	1,650	 	 	51,661	 	 	749	 	 	52,410	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Under Construction	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Natural Gas	 	 	330	 	 	—	 	 	—	 	 	—	 	 	—	 	 	330	 	 	—	 	 	330	 	
Utility Scale Solar	 	 	—	 	 	—	 	 	—	 	 	31	 	 	—	 	 	31	 	 	—	 	 	31	 	
Distributed Solar	 	 	—	 	 	—	 	 	—	 	 	8	 	 	—	 	 	8	 	 	—	 	 	8	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Total under construction	 	 	330	 	 	—	 	 	—	 	 	39	 	 	—	 	 	369	 	 	—	 	 	369	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	

(a)
Includes 97 active fossil fuel and nuclear plants, 14 Utility Scale Solar facilities, 36 wind farms and multiple Distributed Solar facilities. All Utility Scale Solar and Distributed Solar facilities are described in megawatts on an alternating current basis. MW figures provided represent nominal summer net megawatt capacity of

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power generated as adjusted for our owned or leased interest excluding capacity from inactive/mothballed units.(b)
The NRG Yield operating segment consists of two dual-fuel (natural gas and oil) simple-cycle generation facilities. In addition, our thermal assets, which are part of the NRG Yield operating segment, provide steam and chilled water capacity of approximately 1,464 MW thermal equivalent through the district energy business, 118 MW thermal equivalent of which is available under right-to-use provisions contained in agreements between two of our thermal facilities and certain of their customers.
Our Business Strategy

        Our strategy, encapsulated in "Enhance Generation, Expand Retail and Go Green while engaging in Smart Capital Allocation" is designed to maximize stockholder value through the production and sale of safe, reliable and affordable power to our customers in the markets we serve, while aggressively positioning us to meet the market's increasing demand for sustainable and low carbon energy solutions individualized for the benefit of the end use energy consumer. This strategy is intended to enable us to achieve substantial sustainable growth at reasonable margins notwithstanding long-term weakness in fundamental supply-demand dynamics for conventional generation and load while continuing our commitment to safety for our employees, customers and partners and the provision of safe, affordable, reliable and increasingly sustainable energy for our customers.

        We believe that the U.S. energy industry is going to be increasingly impacted by the long-term societal trend towards sustainability, which is both generational and irreversible. Moreover, we further believe the information technology driven revolution, which has enabled greater and easier personal choice in other sectors of the consumer economy, will do the same in the U.S. energy sector over the years to come. Finally, we believe that the aging transmission and distribution infrastructure of the national grid is becoming increasingly inadequate in the face of the more extreme weather demands of the 21st century. As a result, we expect energy consumers to demand increased personal control over their energy choices.

        To address these trends and effectuate our strategy, we remain focused on: (i) excellence in operating performance of our existing assets including repowering our power generation assets at premium sites and optimal hedging of generation assets and retail load operations; (ii) serving the energy needs of end-use residential, commercial and industrial customers in competitive markets through multiple brands and channels with a variety of retail energy products and services differentiated by innovative features, premium service, sustainability, and loyalty/affinity programs; (iii) investing in, and deploying, alternative energy technologies both in our wholesale portfolio through our wind and solar portfolio and, particularly, in and around our Retail Business and its customers as we transform this part of our business into a technology-driven provider of retail energy services; and (iv) engaging in a proactive capital allocation plan focused on achieving the regular return of and on stockholder capital within the dictates of prudent balance sheet management; including pursuing selective acquisitions, joint ventures, divestitures and investments. Our progress in each of these areas is more fully described in Item 1, Business—New and On-going Company Initiatives  and in Management's Discussion and Analysis of Financial Condition and Results of Operations, New and On-going Company Initiatives  of our 2013 Form 10-K, and our quarterly report on Form 10-Q for the quarter ended September 30, 2014.

        In addition, our subsidiary, NRG Yield, Inc., is focused on enhancing value for its stockholders by: (i) providing investors with a more competitive source of equity capital that would accelerate our long-term growth and acquisition strategy and optimize our capital structure; and (ii) highlighting the reduced market exposure associated with the contracted conventional and renewable generation and thermal infrastructure assets that has traditionally been unrecognized when combined with our merchant portfolio.

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Summary of Risk Factors

        We are subject to a variety of risks related to our competitive position and business strategies. Some of the more significant challenges and risks include those associated with the operation of our power generation plants, volatility in power prices and fuel costs, our leveraged capital structure and extensive governmental regulation. See "Risk Factors" and the section entitled "Risk Factors Related to NRG Energy, Inc." of our 2013 Form 10-K for a discussion of the factors you should consider before deciding to participate in this exchange offer.
Corporate Information

        We were incorporated as a Delaware corporation on May 29, 1992. Our common stock is listed on the New York Stock Exchange under the symbol "NRG." Our headquarters and principal executive offices are located at 211 Carnegie Center, Princeton, New Jersey 08540. Our telephone number is (609) 524-4500. Our website is located at www.nrg.com . The information on, or linked to, our website is not a part of this prospectus and is not incorporated in this prospectus by reference.

        You can get more information regarding our business by reading our 2013 Form 10-K, our quarterly report on Form 10-Q for the quarter ended September 30, 2014 and the other reports we file with the SEC. See "Incorporation by Reference."

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SUMMARY OF THE EXCHANGE OFFER

        On April 21, 2014, we sold, through a private placement exempt from the registration requirements of the Securities Act, $1,000,000,000 of our 6.25% Senior Notes due 2024, which are eligible to be exchanged for Exchange Notes. We refer to these notes as "Old Notes" in this prospectus.

        Simultaneously with the private placement, we entered into a registration rights agreement with the initial purchasers of the Old Notes (the "Registration Rights Agreement"). Under the Registration Rights Agreement, we are required to use commercially reasonable efforts to register with the SEC Exchange Notes having substantially identical terms as the Old Notes (except for the provisions relating to the transfer restrictions and payment of additional interest) as part of an offer to exchange freely tradable exchange notes for the notes, and use commercially reasonably efforts to consummate the exchange offer within 300 days after the issue date of the Old Notes. If required under certain circumstances, NRG and the guarantors will file a shelf registration statement with the SEC covering resales of the notes.

        We refer to the notes to be registered under this exchange offer registration statement as "Exchange Notes" and collectively with the Old Notes, we refer to them as the "notes" in this prospectus. You may exchange your Old Notes for the applicable Exchange Notes in this exchange offer. You should read the discussion under the headings "—Summary of Terms of Exchange Notes," "Exchange Offer" and "Description of the Notes" for further information regarding the Exchange Notes.
 	 	 	
Exchange Notes offered	 	$1,000,000,000 aggregate principal amount of 6.25% Senior Notes due 2024.	
Exchange offer	 	We are offering to exchange the Old Notes for a like principal amount at maturity of the Exchange Notes. Old Notes may be exchanged only in minimum principal amounts of $2,000 and integral multiples of $1,000 in excess thereof. The exchange offer is being made pursuant to the Registration Rights Agreement which grants the initial purchasers and any subsequent holders of the Old Notes certain exchange and registration rights. This exchange offer is intended to satisfy those exchange and registration rights with respect to the Old Notes. After the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your Old Notes.	
Expiration date; Withdrawal of tender	 	The exchange offer will expire at 12:00 midnight, New York City time, on            , 2015, or a later time if we choose to extend this exchange offer in our sole and absolute discretion. You may withdraw your tender of Old Notes at any time prior to 12:00 midnight, New York City time, on the expiration date. All outstanding Old Notes that are validly tendered and not validly withdrawn will be exchanged. We will issue the Exchange Notes promptly after the expiration of the exchange offer. Any Old Notes not accepted by us for exchange for any reason will be returned to you at our expense promptly after the expiration or termination of the exchange offer.	

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Resales	 	We believe that you can offer for resale, resell and otherwise transfer the Exchange Notes without complying with the registration and prospectus delivery requirements of the Securities Act so long as:	
 	 	•
you acquire the Exchange Notes in the ordinary course of business;	
 	 	•
you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the Exchange Notes;	
 	 	•
you are not an affiliate of ours; and	
 	 	•
you are not a broker-dealer.	
 	 	If any of these conditions is not satisfied and you transfer any Exchange Notes without delivering a proper prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act. We do not assume, or indemnify you against, any such liability.	
Broker-Dealer	 	Each broker-dealer acquiring Exchange Notes issued for its own account in exchange for Old Notes, which it acquired through market-making activities or other trading activities, must acknowledge that it will deliver a proper prospectus when any Exchange Notes issued in the exchange offer are transferred. A broker-dealer may use this prospectus for an offer to resell, a resale or other retransfer of the Exchange Notes issued in the exchange offer. See "Plan of Distribution."	
Conditions to the exchange offer	 	Our obligation to accept for exchange, or to issue the Exchange Notes in exchange for, any Old Notes is subject to certain customary conditions, including our determination that the exchange offer does not violate any law, statute, rule, regulation or interpretation by the Staff of the SEC or any regulatory authority or other foreign, federal, state or local government agency or court of competent jurisdiction, some of which may be waived by us. We currently expect that each of the conditions will be satisfied and that no waivers will be necessary. See "Exchange Offer—Conditions to the exchange offer."	
Procedures for tendering Old Notes Held in the Form of Book-Entry interests	 	The Old Notes were issued as global securities and were deposited upon issuance with Law Debenture Trust Company of New York, which issued uncertificated depositary interests in those outstanding Old Notes, which represent a 100% interest in those Old Notes, to The Depositary Trust Company ("DTC").	

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 	 	Beneficial interests in the outstanding Old Notes, which are held by direct or indirect participants in DTC, are shown on, and transfers of the Old Notes can only be made through, records maintained in book-entry form by DTC.	
 	 	You may tender your outstanding Old Notes by instructing your broker or bank where you keep the Old Notes to tender them for you. In some cases you may be asked to submit the letter of transmittal that may accompany this prospectus. By tendering your Old Notes you will be deemed to have acknowledged and agreed to be bound by the terms set forth under "Exchange Offer." Your outstanding Old Notes must be tendered in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.	
 	 	In order for your tender to be considered valid, the exchange agent must receive a confirmation of book-entry transfer of your outstanding Old Notes into the exchange agent's account at DTC, under the procedure described in this prospectus under the heading "Exchange Offer," on or before 12:00 midnight, New York City time, on the expiration date of the exchange offer.	
Special procedures for beneficial owners	 	If you are the beneficial owner of book-entry interests and your name does not appear on a security position listing of DTC as the holder of the book-entry interests or if you are a beneficial owner of Old Notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender the book-entry interest or Old Notes in the exchange offer, you should contact the person in whose name your book-entry interests or Old Notes are registered promptly and instruct that person to tender on your behalf.	
United States federal income tax considerations	 	The exchange offer should not result in any income, gain or loss to the holders of Old Notes or to us for United States federal income tax purposes. See "Certain Federal Income Tax Consequences."	
Use of proceeds	 	We will not receive any proceeds from the issuance of the Exchange Notes in the exchange offer.	
Exchange agent	 	Law Debenture Trust Company of New York is serving as the exchange agent for the exchange offer.	
Shelf registration statement	 	In limited circumstances, holders of Old Notes may require us to register their Old Notes under a shelf registration statement.	

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CONSEQUENCES OF NOT EXCHANGING OLD NOTES

        If you do not exchange your Old Notes in the exchange offer, your Old Notes will continue to be subject to the restrictions on transfer currently applicable to the Old Notes. In general, you may offer or sell your Old Notes only:

•
if they are registered under the Securities Act and applicable state securities laws;

•
if they are offered or sold under an exemption from registration under the Securities Act and applicable state securities laws; or

•
if they are offered or sold in a transaction not subject to the Securities Act and applicable state securities laws.

        We do not currently intend to register the Old Notes under the Securities Act. Under some circumstances, however, holders of the Old Notes, including holders who are not permitted to participate in the exchange offer or who may not freely resell Exchange Notes received in the exchange offer, may require us to file, and to cause to become effective, a shelf registration statement covering resales of notes by these holders. For more information regarding the consequences of not tendering your Old Notes and our obligation to file a shelf registration statement, see "Exchange Offer—Consequences of failure to exchange."

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SUMMARY OF TERMS OF EXCHANGE NOTES

        The summary below describes the principal terms of the Exchange Notes, the guarantees and the related indenture. Certain of the terms and conditions described below are subject to important limitations and exceptions. The "Description of the Notes" section of this prospectus contains more detailed descriptions of the terms and conditions of the Exchange Notes and the related indenture.
 	 	 	
Issuer	 	NRG Energy, Inc.	
Securities offered	 	$1,000 million in aggregate principal amount of 6.25% Senior Notes due 2024, which will be registered under the Securities Act. The Exchange Notes will evidence the same debt as the Old Notes.	
Maturity date	 	The Exchange Notes will mature on May 1, 2024.	
Interest rate	 	The Exchange Notes will accrue interest at the rate of 6.25% per annum.	
Interest payment dates	 	Interest on the Exchange Notes will be payable on May 1 and November 1. No interest will be paid on either the Exchange Notes or the Old Notes at the time of exchange. The Exchange Notes will accrue interest from and including the last interest payment date on which interest has been paid on the Old Notes and, if no interest has been paid, the Exchange Notes will accrue interest since the issue date of the Old Notes.	
 	 	Accordingly, the holders of Old Notes that are accepted for exchange will not receive accrued but unpaid interest on such Old Notes at the time of tender. Rather, that interest will be payable on the Exchange Notes delivered in exchange for the Old Notes on the first interest payment date following the expiration date of the exchange offer.	
Ranking	 	The Exchange Notes will:	
 	 	•
be senior obligations of NRG and will rank equally in right of payment with all existing and future senior indebtedness of NRG;	
 	 	•
be senior in right of payment to any future subordinated indebtedness of NRG;	
 	 	•
be effectively subordinated to any indebtedness of NRG secured by assets of NRG to the extent of the value of the assets securing such indebtedness;	
 	 	•
be structurally subordinated to all indebtedness and other liabilities of NRG's subsidiaries that do not guarantee the notes; and	
 	 	•
be guaranteed as described under "—Guarantees."	
Guarantees	 	The Exchange Notes will be guaranteed on a full and unconditional and joint and several basis by each of our current and future subsidiaries that guarantees indebtedness under our Senior Credit Facility (as defined herein). Each guarantee will:	
 	 	•
be a senior obligation of that guarantor and rank equally in right of payment with all existing and future senior indebtedness of that guarantor;	
 	 	•
be senior in right of payment to all existing and future subordinated indebtedness of that guarantor; and	

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 	 	•
be effectively subordinated to any secured indebtedness of that guarantor to the extent of the value of the assets of the guarantor that secures such indebtedness.	
 	 	Our operations are largely conducted through our subsidiaries and, therefore, we will depend on the cash flow of our subsidiaries to meet our obligations under the Exchange Notes. Not all of our subsidiaries will guarantee the notes.	
 	 	The Exchange Notes will be structurally subordinated in right of payment to all indebtedness and other liabilities and commitments of our non-guarantor subsidiaries. For the nine months ended September 30, 2014, the guarantors accounted for approximately 69% of our revenues from wholly owned operations. The guarantors held approximately 57% of our subsidiaries' consolidated assets as of September 30, 2014. As of September 30, 2014, our non-guarantor subsidiaries had approximately $12,126 million in aggregate principal amount of non-current liabilities and outstanding trade payables of approximately $299 million. See "Risk Factors—Risks related to the notes—We may not have access to the cash flow and other assets of our subsidiaries that may be needed to make payment on the notes."	
Optional redemption	 	We may redeem some or all of the Exchange Notes at any time prior to May 1, 2019 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium and accrued and unpaid interest.	
 	 	Prior to May 1, 2017, we may redeem up to 35% of the notes with an amount equal to the net cash proceeds of certain equity offerings at the redemption price listed in the "Description of the Notes—Optional redemption" section of this prospectus, plus accrued and unpaid interest; provided  at least 65% of the aggregate principal amount of the notes remain outstanding after the redemption.	
 	 	On or after May 1, 2019, we may redeem some or all of the notes at the redemption prices listed in the "Description of the Notes—Optional redemption" section of this prospectus, plus accrued and unpaid interest.	
Change of control offer	 	If a change of control triggering event occurs, subject to certain conditions, we must offer to repurchase the notes at a price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest to the date of repurchase. See "Description of the Notes—Repurchase at the option of holders—Change of control triggering event."	
Covenants	 	We have agreed to certain restrictions on incurring secured debt. See "Description of the Notes—Certain covenants."	
Events of default	 	For a discussion of events that will permit acceleration of the payment of the principal of and accrued interest on the Exchange Notes, see "Description of the Notes—Events of default and remedies."	

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No prior market	 	The Exchange Notes will be new securities for which there is currently no market. We cannot assure you as to the liquidity of markets that may develop for the Exchange Notes, your ability to sell the Exchange Notes or the price at which you would be able to sell the Exchange Notes. See "Risk Factors—Risks related to the notes—Your ability to transfer the notes may be limited by the absence of an active trading market, and there is no assurance that any active market will develop for the notes."	
Listing	 	We do not intend to list the Exchange Notes on any securities exchange.	
Use of proceeds	 	We will not receive any proceeds from the issuance of the Exchange Notes.	
Form and denomination	 	The Exchange Notes will be delivered in fully-registered form. The Exchange Notes will be represented by one or more global notes, deposited with the trustee as a custodian for DTC and registered in the name of Cede & Co., DTC's nominee. Beneficial interests in the global notes will be shown on, and any transfers will be effective only through, records maintained by DTC and its participants. The Exchange Notes will be issued in denominations of $2,000 and integral multiples of $1,000.	
Governing law	 	The Exchange Notes and the indenture governing the Exchange Notes will be governed by, and construed in accordance with, the laws of the State of New York.	
Trustee	 	Law Debenture Trust Company of New York.	

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RISK FACTORS

        You should carefully consider the risk factors set forth below and the risk factors incorporated into this prospectus by reference to our 2013 Form 10-K, as well as the other information contained in and incorporated by reference into this prospectus before deciding to participate in this exchange offer. The selected risks described below and the risks that are incorporated into this prospectus by reference to our 2013 Form 10-K are not our only risks. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial also may materially and adversely affect our business, financial condition or results of operations. Any of the following risks or any of the risks described in our 2013 Form 10-K could materially and adversely affect our business, financial condition, operating results or cash flow. In such a case, the trading price of the notes could decline, or we may not be able to make payments of interest and principal on the notes, and you may lose all or part of your original investment.

Risks related to the notes

Credit rating downgrades could adversely affect the trading price of the notes.

        The trading price for the notes may be affected by our credit rating. Credit ratings are continually revised. Any downgrade in our credit rating could adversely affect the trading prices of the notes or the trading markets for the notes to the extent the trading markets for the notes develop.

Despite current indebtedness levels, we may still be able to incur substantially more debt. This could increase the risks associated with our already substantial leverage.

        We may be able to incur substantial additional indebtedness in the future. The terms of the indenture governing the notes and other indentures relating to outstanding indebtedness restrict our ability to do so, but we retain the ability to incur material amounts of additional indebtedness. If new indebtedness is added to our current indebtedness levels, the related risks that we now face could increase. See "Description of Certain Other Indebtedness and Preferred Stock."

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

        Our ability to make payments on and to refinance our indebtedness, including these notes, and to fund planned capital expenditures depends on our ability to generate cash in the future. This, to a significant extent, is subject to general economic, financial, competitive, legislative, tax, regulatory, environmental and other factors that are beyond our control.

        Based on our current level of operations and anticipated cost savings and operating improvements, we believe our cash flow from operations, available cash and available borrowings under our Senior Credit Facility (as defined herein), will be adequate to meet our future liquidity needs for at least the next 12 months.

        We cannot assure you, however, that our business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized on schedule or at all or that future borrowings will be available to us under our Senior Credit Facility in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including the notes on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.

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In the event of a bankruptcy or insolvency, holders of our secured indebtedness and other secured obligations will have a prior secured claim to any collateral securing such indebtedness or other obligations.

        Holders of our secured indebtedness and other secured obligations will have a prior secured claim to any collateral securing such indebtedness or other obligations. Holders of our secured indebtedness and the secured indebtedness of the guarantors will have claims that are prior to your claims as holders of the notes to the extent of the value of the assets securing that other indebtedness. Our Senior Credit Facility is secured by first priority liens on certain of our assets and the assets of our subsidiary guarantors. We have granted first and second priority liens to secure our obligations under certain long-term power and gas hedges as well as interest rate hedges. In the event of any distribution or payment of our assets in any foreclosure, dissolution, winding-up, liquidation, reorganization, or other bankruptcy proceeding, holders of secured indebtedness will have prior claim to those of our assets that constitute their collateral. Holders of the notes will participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as the notes, and potentially with all our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the notes. As a result, holders of notes may receive less, ratably, than holders of secured indebtedness.

Your right to receive payments on these notes could be adversely affected if any of our non-guarantor subsidiaries declare bankruptcy, liquidate or reorganize.

        Some, but not all, of our subsidiaries will guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us. As of September 30, 2014, our non-guarantor subsidiaries had approximately $12,126 million in aggregate principal amount of non-current liabilities and outstanding trade payables of approximately $299 million. In addition, the indenture governing the notes permits us, subject to certain covenant limitations, to provide credit support for the obligations of the non-guarantor subsidiaries and such credit support may be effectively senior to our obligations under the notes. Further, the indenture governing the notes allows us to transfer assets, including certain specified facilities, to the non-guarantor subsidiaries.

We may not have access to the cash flow and other assets of our subsidiaries that may be needed to make payment on the notes.

        Much of our business is conducted through our subsidiaries. Although certain of our subsidiaries will guarantee the notes, some of our subsidiaries will not become guarantors and thus will not be obligated to make funds available to us for payment on the notes. Our ability to make payments on the notes will be dependent on the earnings and the distribution of funds from subsidiaries, some of which are non-guarantors. Our subsidiaries are permitted under the terms of the indenture to incur additional indebtedness that may restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to us. In addition, certain debt instruments of certain of the subsidiaries, which are non-guarantor subsidiaries restrict their ability to pay dividends, which limit their ability to make funds available to us. We cannot assure you that the agreements governing the current and future indebtedness of our subsidiaries will permit our subsidiaries to provide us with sufficient dividends, distributions or loans to fund payments on the notes when due. Furthermore, certain of our subsidiaries and affiliates are already subject to project financing. Such entities will not guarantee our obligations on the notes. The debt agreements of these subsidiaries and project affiliates generally restrict their ability to pay dividends, make distributions or otherwise transfer funds to us.

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We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture governing the notes.

        Upon the occurrence of certain specific kinds of change of control events, we will be required to offer to repurchase all outstanding notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase. However, it is possible that we will not have sufficient funds at the time of a change of control to make the required repurchase of notes and/or that restrictions in our Senior Credit Facility or other senior indebtedness will not allow such repurchases. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a "Change of Control" under the indenture. See "Description of the Notes—Repurchase at the option of holders—Change of control triggering event."

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors.

        Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee can be voided, or claims in respect of a guarantee can be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

•
received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee; and

•
was insolvent or rendered insolvent by reason of such incurrence; or

•
was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or

•
intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

        In addition, any payment by that guarantor pursuant to its guarantee can be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor.

        The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor will be considered insolvent if:

•
the sum of its debts, including contingent liabilities, are greater than the fair saleable value of all of its assets; or

•
if the present fair saleable value of its assets are less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•
it cannot pay its debts as they become due.

        On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of the notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

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Your ability to transfer the notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the notes.

        The Exchange Notes will be registered under the Securities Act, but will constitute a new issue of securities for which there is no established trading market. We do not intend to have the notes listed on a national securities exchange or included in any automated quotation system.

        The liquidity of any market for the notes will depend upon the number of holders of the notes, our performance, the market for similar securities, the interest in securities dealers making a market in the notes and other factors. Therefore, we cannot assure you that an active market for the notes or exchange notes will develop or, if developed, that it will continue. If an active market does not develop or is not maintained, the price and liquidity of the notes will be adversely affected.

        Historically, the market for non investment-grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. We cannot assure you that the market, if any, for the notes will be free from similar disruptions or that any such disruptions may not adversely affect the prices at which you may sell your notes.

        We offered the Old Notes in reliance upon an exemption from registration under the Securities Act and applicable state securities laws. Therefore, the Old Notes may be transferred or resold only in a transaction registered under or exempt from the Securities Act and applicable state securities laws. We are conducting the exchange offer pursuant to an effective registration statement, whereby we are offering to exchange the Old Notes for nearly identical notes that you will be able to trade without registration under the Securities Act provided you are not one of our affiliates. We cannot assure you that this exchange offer will be conducted in a timely fashion. Moreover, we cannot assure you that an active or liquid trading market for the Exchange Notes will develop. See "Exchange Offer."

Risks related to the exchange offer

Holders of Old Notes who fail to exchange their Old Notes in the exchange offer will continue to be subject to restrictions on transfer.

        If you do not exchange your Old Notes for Exchange Notes in the exchange offer, you will continue to be subject to the restrictions on transfer applicable to the Old Notes. The restrictions on transfer of your Old Notes arise because we issued the Old Notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the Old Notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. We do not plan to register the Old Notes under the Securities Act. For further information regarding the consequences of tendering your Old Notes in the exchange offer, see the discussion under the caption "Exchange Offer—Consequences of failure to exchange."

You must comply with the exchange offer procedures in order to receive new, freely tradable Exchange Notes.

        Delivery of Exchange Notes in exchange for Old Notes tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of book-entry transfer of Old Notes into the exchange agent's account at DTC, as depositary, including an Agent's Message (as defined herein). We are not required to notify you of defects or irregularities in tenders of Old Notes for exchange. Exchange Notes that are not tendered or that are tendered but we do not accept for exchange will, following consummation of the exchange offer, continue to be subject to the existing transfer restrictions under the Securities Act and, upon consummation of the exchange offer, certain registration and other rights under the Registration Rights Agreement will terminate. See "Exchange Offer—Procedures for tendering Old Notes through brokers and banks" and "Exchange Offer—Consequences of failure to exchange."

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Some holders who exchange their Old Notes may be deemed to be underwriters, and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.

        If you exchange your Old Notes in the exchange offer for the purpose of participating in a distribution of the Exchange Notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

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FORWARD-LOOKING STATEMENTS

        This prospectus, including the information incorporated into this prospectus by reference, contains "forward-looking statements," which involve risks and uncertainties. All statements, other than statements of historical facts, that are included in or incorporated by reference into this prospectus, or made in presentations, in response to questions or otherwise, that address activities, events or developments that we expect or anticipate to occur in the future, including such matters as projections, capital allocation, future capital expenditures, business strategy, competitive strengths, goals, future acquisitions or dispositions, development or operation of power generation assets, market and industry developments and the growth of our business and operations (often, but not always, through the use of words or phrases such as "will likely result," "are expected to," "is anticipated," "estimated," "projection," "target," "goal," "objective" and "outlook"), are forward-looking statements. Although we believe that in making any such forward-looking statement our expectations are based on reasonable assumptions, any such forward-looking statement involves uncertainties and is qualified in its entirety by reference to the discussion of risk factors under "Risk Factors" contained elsewhere in this prospectus and in the section captioned "Risk Factors Related to NRG Energy, Inc." of our 2013 Form 10-K, which is incorporated into this prospectus by reference, and the following important factors, among others, that could cause our actual results to differ materially from those projected in such forward-looking statements:

•
General economic conditions, changes in the wholesale power markets and fluctuations in the cost of fuel;

•
Volatile power supply costs and demand for power;

•
Hazards customary to the power production industry and power generation operations such as fuel and electricity price volatility, unusual weather conditions, catastrophic weather-related or other damage to facilities, unscheduled generation outages, maintenance or repairs, unanticipated changes to fuel supply costs or availability due to higher demand, shortages, transportation problems or other developments, environmental incidents, or electric transmission or gas pipeline system constraints and the possibility that we may not have adequate insurance to cover losses as a result of such hazards;

•
The effectiveness of our risk management policies and procedures, and the ability of our counterparties to satisfy their financial commitments;

•
Counterparties' collateral demands and other factors affecting our liquidity position and financial condition;

•
Our ability to operate our businesses efficiently, manage capital expenditures and costs tightly, and generate earnings and cash flows from our asset-based businesses in relation to our debt and other obligations;

•
Our ability to enter into contracts to sell power and procure fuel on acceptable terms and prices;

•
The liquidity and competitiveness of wholesale markets for energy commodities;

•
Government regulation, including compliance with regulatory requirements and changes in market rules, rates, tariffs and environmental laws and increased regulation of carbon dioxide and other greenhouse gas emissions;

•
Price mitigation strategies and other market structures employed by independent system operators or regional transmission organizations that result in a failure to adequately compensate our generation units for all of their costs;

•
Our ability to borrow additional funds and access capital markets, as well as our substantial indebtedness and the possibility that we may incur additional indebtedness going forward;

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•
Our ability to receive federal loan guarantees or cash grants to support development projects;

•
Operating and financial restrictions placed on us and our subsidiaries that are contained in the indentures governing our outstanding notes, in our Senior Credit Facility, and in debt and other agreements of certain of our subsidiaries and project affiliates generally;

•
Our ability to implement our strategy of developing and building new power generation facilities, including new solar projects;

•
Our ability to implement our econrg strategy of finding ways to address environmental challenges while taking advantage of business opportunities;

•
Our ability to implement ourFORNRG strategy to increase cash from operations through operational and commercial initiatives, corporate efficiencies, asset strategy, and a range of other programs throughout our company to reduce costs or generate revenues;

•
Our ability to achieve our strategy of regularly returning capital to shareholders;

•
Our ability to maintain retail market share;

•
Our ability to successfully evaluate investments in new business and growth initiatives;

•
Our ability to successfully integrate, realize cost savings and manage any acquired businesses; and

•
Our ability to develop and maintain successful partnering relationships.

        Forward-looking statements speak only as of the date on which they were made, and except as may be required by applicable law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all of them; nor can we assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. You should not unduly rely on such forward-looking statements.

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EXCHANGE OFFER

Purpose of the exchange offer

        The exchange offer is designed to provide holders of Old Notes with an opportunity to acquire Exchange Notes which, unlike the Old Notes, will be freely transferable at all times, subject to any restrictions on transfer imposed by state "blue sky" laws and provided that the holder is not our affiliate within the meaning of the Securities Act and represents that the Exchange Notes are being acquired in the ordinary course of the holder's business and the holder is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes.

        The Old Notes were originally issued and sold on April 21, 2014, to the initial purchasers, pursuant to the purchase agreement dated April 4, 2014. The Old Notes were issued and sold in a transaction not registered under the Securities Act in reliance upon the exemption provided by Section 4(2) of the Securities Act. The concurrent resale of the Old Notes by the initial purchasers to investors was done in reliance upon the exemptions provided by Rule 144A and Regulation S promulgated under the Securities Act. The Old Notes may not be reoffered, resold or transferred other than (i) to us or our subsidiaries, (ii) to a qualified institutional buyer in compliance with Rule 144A promulgated under the Securities Act, (iii) outside the United States to a non-U.S. person in a transaction complying with Rule 903 or Rule 904 of Regulation S under the Securities Act, (iv) pursuant to the exemption from registration provided by Rule 144 promulgated under the Securities Act (if available), (v) in accordance with another exemption from the registration requirements of the Securities Act or (vi) pursuant to an effective registration statement under the Securities Act.

        In connection with the original issuance and sale of the Old Notes, we entered into the Registration Rights Agreement, pursuant to which we agreed to file with the SEC a registration statement covering the exchange by us of the Exchange Notes for the Old Notes, pursuant to the exchange offer. The Registration Rights Agreement provides that we will file with the SEC an exchange offer registration statement on an appropriate form under the Securities Act and offer to holders of Old Notes who are able to make certain representations the opportunity to exchange their Old Notes for Exchange Notes. Under some circumstances, holders of the Old Notes, including holders who are not permitted to participate in the exchange offer, may require us to file, and to cause to become effective, a shelf registration statement covering resales of Old Notes to these holders.

        Under existing interpretations by the Staff of the SEC as set forth in no-action letters issued to third parties in other transactions, the Exchange Notes would, in general, be freely transferable after the exchange offer without further registration under the Securities Act; provided, however, that in the case of broker-dealers participating in the exchange offer, a prospectus meeting the requirements of the Securities Act must be delivered by such broker-dealers in connection with resales of the Exchange Notes. We have agreed to furnish a prospectus meeting the requirements of the Securities Act to any such broker-dealer for use in connection with any resale of any Exchange Notes acquired in the exchange offer. A broker-dealer that delivers such a prospectus to purchasers in connection with such resales will be subject to certain of the civil liability provisions under the Securities Act and will be bound by the provisions of the Registration Rights Agreement (including certain indemnification rights and obligations).

        We do not intend to seek our own interpretation regarding the exchange offer, and we cannot assure you that the Staff of the SEC would make a similar determination with respect to the Exchange Notes as it has in other interpretations to third parties.

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Terms of the exchange offer; period for tendering outstanding Old Notes

        Upon the terms and subject to the conditions set forth in this prospectus, we will accept any and all Old Notes that were acquired pursuant to Rule 144A or Regulation S validly tendered and not withdrawn prior to 12:00 midnight, New York City time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of Exchange Notes in exchange for each $1,000 principal amount of Old Notes accepted in the exchange offer. We will issue the Exchange Notes promptly after expiration of the exchange offer. Holders may tender some or all of their Old Notes pursuant to the exchange offer. However, Old Notes may be tendered only in minimum principal amounts of $2,000 and integral multiples of $1,000 in excess thereof.

        The form and terms of the Exchange Notes are the same as the form and terms of the outstanding Old Notes except that:

•
the Exchange Notes will be registered under the Securities Act and will not have legends restricting their transfer; and

•
the Exchange Notes will not contain the registration rights and liquidated damages provisions contained in the outstanding Old Notes.

        The Exchange Notes will evidence the same debt as the Old Notes and will be entitled to the benefits of the indenture governing the Old Notes.

        We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act, and the rules and regulations of the SEC.

        We will be deemed to have accepted validly tendered Old Notes when, as and if we have given oral (promptly confirmed in writing) or written notice of our acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the Exchange Notes from us.

        If any tendered Old Notes are not accepted for exchange because of an invalid tender or the occurrence of certain specified events set forth in this prospectus, the certificates for any unaccepted Old Notes will be promptly returned, without expense, to the tendering holder.

        Holders who tender Old Notes in the exchange offer will not be required to pay brokerage commissions or fees or transfer taxes with respect to the exchange of Old Notes pursuant to the exchange offer. We will pay all charges and expenses, other than transfer taxes in certain circumstances, in connection with the exchange offer. See "—Fees and expenses" and "—Transfer taxes" below.

        The exchange offer will remain open for at least 20 full business days. The term "expiration date" will mean 12:00 midnight, New York City time, on                        , 2015, unless we extend the exchange offer, in which case the term "expiration date" will mean the latest date and time to which the exchange offer is extended.

        To extend the exchange offer, prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date, we will:

•
notify the exchange agent of any extension by oral notice (promptly confirmed in writing) or written notice, and

•
mail to the registered holders an announcement of any extension, and issue a notice by press release or other public announcement before such expiration date.

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        We reserve the right:

•
if any of the conditions below under the heading "Conditions to the Exchange Offer" shall have not been satisfied, to delay accepting any Old Notes in connection with the extension of the exchange offer, to extend the exchange offer, or to terminate the exchange offer, or

•
to amend the terms of the exchange offer in any manner, provided however, that if we amend the exchange offer to make a material change, including the waiver of a material condition, we will extend the exchange offer, if necessary, to keep the exchange offer open for at least five business days after such amendment or waiver; provided further, that if we amend the exchange offer to change the percentage of Notes being exchanged or the consideration being offered, we will extend the exchange offer, if necessary, to keep the exchange offer open for at least ten business days after such amendment or waiver.

        Any delay in acceptance, extension, termination or amendment will be followed promptly by oral or written notice by us to the registered holders.

Deemed representations

        To participate in the exchange offer, we require that you represent to us, among other things, that:

•
you are acquiring Exchange Notes in exchange for your Old Notes in the ordinary course of business;

•
you are not engaging in and do not intend to engage in (nor have you entered into any arrangement or understanding with any person to participate in) a distribution of the Exchange Notes within the meaning of the federal securities laws;

•
you are not our "affiliate" as defined under Rule 405 of the Securities Act;

•
you are not a broker-dealer tendering Old Notes directly acquired from us for your own account;

•
if you are a broker-dealer that will receive Exchange Notes for your own account in exchange for Old Notes:

•
the Old Notes to be exchanged for Exchange Notes were acquired by you as a result of market-making activities or other trading activities;

•
you have not entered into any arrangement or understanding with the Issuer or an affiliate of the Issuer to distribute the Exchange Notes; and

•
you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes by so representing and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act; and

•
you are not acting on behalf of any person or entity that could not truthfully make those representations.

        BY TENDERING YOUR OLD NOTES YOU ARE DEEMED TO HAVE MADE THESE REPRESENTATIONS.

        Broker-dealers who cannot make the representations above cannot use this exchange offer prospectus in connection with resales of the Exchange Notes issued in the exchange offer.

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Resale of Exchange Notes

        Based on interpretations of the SEC Staff set forth in no-action letters issued to unrelated third parties, we believe that Exchange Notes issued in the exchange offer in exchange for Old Notes may be offered for resale, resold and otherwise transferred by any Exchange Note holder without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

•
such holder is not an "affiliate" of ours within the meaning of Rule 405 under the Securities Act;

•
such Exchange Notes are acquired in the ordinary course of the holder's business; and

•
the holder does not intend to participate in the distribution of such Exchange Notes.

        Any holder who tenders in the exchange offer with the intention of participating in any manner in a distribution of the Exchange Notes, who is an affiliate of ours or who is a broker or dealer who acquired Old Notes directly from us:

•
cannot rely on the position of the Staff of the SEC set forth in "Exxon Capital Holdings Corporation" or similar interpretive letters; and

•
must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

        If, as stated above, a holder cannot rely on the position of the Staff of the SEC set forth in "Exxon Capital Holdings Corporation" or similar interpretive letters, any effective registration statement used in connection with a secondary resale transaction must contain the selling security holder information required by Item 507 of Regulation S-K under the Securities Act.

        With regard to broker-dealers, only broker-dealers that acquired the Old Notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives Exchange Notes for its own account in exchange for Old Notes, where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the Exchange Notes.

        This prospectus may be used for an offer to resell, for the resale or for other retransfer of Exchange Notes only as specifically set forth in this prospectus.

        Please read the section captioned "Plan of Distribution" for more details regarding these procedures for the transfer of Exchange Notes.

Procedures for tendering Old Notes through brokers and banks

        Since the Old Notes are represented by global book-entry notes, DTC, as depositary, or its nominee is treated as the registered holder of the Old Notes and will be the only entity that can tender your Old Notes for Exchange Notes. Therefore, to tender Old Notes subject to this exchange offer and to obtain Exchange Notes, you must instruct the institution where you keep your Old Notes to tender your Old Notes on your behalf so that they are received on or prior to the expiration of this exchange offer.

        YOU SHOULD CONSULT YOUR ACCOUNT REPRESENTATIVE AT THE BROKER OR BANK WHERE YOU KEEP YOUR OLD NOTES TO DETERMINE THE PREFERRED PROCEDURE.

        IF YOU WISH TO ACCEPT THIS EXCHANGE OFFER, PLEASE INSTRUCT YOUR BROKER OR ACCOUNT REPRESENTATIVE IN TIME FOR YOUR OLD NOTES TO BE TENDERED BEFORE THE 12:00 MIDNIGHT (NEW YORK CITY TIME) DEADLINE ON                        , 2015.

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        You may tender some or all of your Old Notes in this exchange offer. However, your Old Notes may be tendered only in minimum principal amounts of $2,000 and integral multiples of $1,000 in excess thereof.

        When you tender your outstanding Old Notes and we accept them, the tender will be a binding agreement between you and us as described in this prospectus.

        The method of delivery of outstanding Old Notes and all other required documents to the exchange agent is at your election and risk.

        We will decide all questions about the validity, form, eligibility, acceptance and withdrawal of tendered Old Notes. We reserve the absolute right to:

•
reject any and all tenders of any particular Old Note not properly tendered;

•
refuse to accept any Old Note if, in our reasonable judgment or the judgment of our counsel, the acceptance would be unlawful; and

•
waive any defects or irregularities or conditions of the exchange offer as to any particular Old Notes before the expiration of the offer.

        Our interpretation of the terms and conditions of the exchange offer will be final and binding on all parties. You must cure any defects or irregularities in connection with tenders of Old Notes as we will reasonably determine. Neither us, the exchange agent nor any other person will incur any liability for failure to notify you of any defect or irregularity with respect to your tender of Old Notes. If we waive any terms or conditions with respect to a noteholder, we will extend the same waiver to all noteholders with respect to that term or condition being waived.

Procedures for brokers and custodian banks; DTC ATOP accounts

        In order to accept this exchange offer on behalf of a holder of Old Notes you must submit or cause your DTC participant to submit an Agent's Message as described below.

        The exchange agent, on our behalf, will seek to establish separate Automated Tender Offer Program ("ATOP") accounts with respect to each series of outstanding Old Notes at DTC promptly after the delivery of this prospectus. Any financial institution that is a DTC participant, including your broker or bank, may make book-entry tender of outstanding Old Notes by causing the book- entry transfer of such Old Notes into the relevant ATOP account in accordance with DTC's procedures for such transfers. Although delivery of the Old Notes may be effected through book-entry transfer into the exchange agent's account at DTC, unless an Agent's Message is received by the exchange agent in compliance with ATOP procedures, an appropriate letter of transmittal properly completed and duly executed with any required signature guarantee and all other required documents must in each case be transmitted to and received or confirmed by the exchange agent at its address set forth in this prospectus prior to 12:00 midnight, New York City time on to the expiration date. The confirmation of a book entry transfer into the ATOP account as described above is referred to herein as a "Book-Entry Confirmation."

        The term "Agent's Message" means a message transmitted by the DTC participants to DTC, and thereafter transmitted by DTC to the exchange agent, forming a part of the Book-Entry Confirmation which states that DTC has received an express acknowledgment from the participant in DTC described in such Agent's Message stating that such participant has received the letter of transmittal and this prospectus and agrees to be bound by the terms of the letter of transmittal and the exchange offer set forth in this prospectus and that we may enforce such agreement against the participant.

        Each Agent's Message must include the following information:

•
Name of the beneficial owner tendering such Old Notes;

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•
Account number of the beneficial owner tendering such Old Notes;

•
Principal amount of Old Notes tendered by such beneficial owner; and

•
A confirmation that the beneficial holder of the Old Notes tendered has made the representations for our benefit set forth under "—Deemed representations."

        BY SENDING AN AGENT'S MESSAGE THE DTC PARTICIPANT IS DEEMED TO HAVE CERTIFIED THAT THE BENEFICIAL HOLDER FOR WHOM NOTES ARE BEING TENDERED HAS BEEN PROVIDED WITH A COPY OF THIS PROSPECTUS.

        The delivery of Old Notes through DTC, delivery of a letter of transmittal, and any transmission of an Agent's Message through ATOP, is at the election and risk of the person tendering Old Notes. We will ask the exchange agent to instruct DTC to promptly return those Old Notes, if any, that were tendered through ATOP but were not accepted by us, to the DTC participant that tendered such Old Notes on behalf of holders of the Old Notes.

        THE AGENT'S MESSAGE MUST BE TRANSMITTED TO THE EXCHANGE AGENT ON OR BEFORE 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE.

Acceptance of outstanding Old Notes for exchange; Delivery of Exchange Notes

        We will accept validly tendered Old Notes when the conditions to the exchange offer have been satisfied or we have waived them. We will have accepted your validly tendered Old Notes when we have given oral (promptly confirmed in writing) or written notice to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the Exchange Notes from us. We will issue the Exchange Notes promptly after termination of the exchange offer. If we do not accept any tendered Old Notes for exchange by book-entry transfer because of an invalid tender or other valid reason, we will credit the Old Notes to an account maintained with DTC promptly after the exchange offer terminates or expires.

Guaranteed delivery procedures

        If you desire to tender Old Notes pursuant to the exchange offer and (1) time will not permit your letter of transmittal and all other required documents to reach the exchange agent on or prior to the expiration date, or (2) the procedures for book-entry transfer (including delivery of an agent's message) cannot be completed on or prior to the expiration date, you may nevertheless tender such Old Notes with the effect that such tender will be deemed to have been received on or prior to the expiration date if all the following conditions are satisfied:

•
you must effect your tender through an "eligible guarantor institution";

•
a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us herewith, or an agent's message with respect to guaranteed delivery that is accepted by us, is received by the exchange agent on or prior to the expiration date as provided below; and

•
a book-entry confirmation of the transfer of such notes into the exchange agent account at DTC as described above, together with a letter of transmittal (or a manually signed facsimile of the letter of transmittal) properly completed and duly executed, with any signature guarantees and any other documents required by the letter of transmittal or a properly transmitted agent's message, are received by the exchange agent within three business days after the date of execution of the notice of guaranteed delivery.

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        The notice of guaranteed delivery may be sent by hand delivery, facsimile transmission or mail to the exchange agent and must include a guarantee by an eligible guarantor institution in the form set forth in the notice of guaranteed delivery.

Withdrawal rights

        You may withdraw your tender of Old Notes at any time before 12:00 midnight, New York City time, on the expiration date.

        For a withdrawal to be effective, you should contact your bank or broker where your Old Notes are held and have them send a telegram, telex, letter or facsimile transmission notice of withdrawal (or in the case of Old Notes transferred by book-entry transfer, an electronic ATOP transmission notice of withdrawal) so that it is received by the exchange agent before 12:00 midnight, New York City time, on the expiration date. Such notice of withdrawal must:

•
specify the name of the person that tendered the Old Notes to be withdrawn;

•
identify the Old Notes to be withdrawn, including the CUSIP number and principal amount at maturity of the Old Notes; specify the name and number of an account at the DTC to which your withdrawn Old Notes can be credited;

•
if applicable, be signed by the holder in the same manner as the original signature on the letter of transmittal by which such Old Notes were tendered, with any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the Old Notes register the transfer of such Old Notes into the name of the person withdrawing the tender; and

•
specify the name in which any such notes are to be registered, if different from that of the registered holder.

        We will decide all questions as to the validity, form and eligibility of the notices and our determination will be final and binding on all parties. Any tendered Old Notes that you withdraw will not be considered to have been validly tendered. We will promptly return any outstanding Old Notes that have been tendered but not exchanged, or credit them to the DTC account. You may re-tender properly withdrawn Old Notes by following one of the procedures described above before the expiration date.

Conditions to the exchange offer

        Notwithstanding any other provision of the exchange offer, or any extension of the exchange offer, we will not be required to accept for exchange, or to issue Exchange Notes in exchange for, any outstanding Old Notes and may terminate the exchange offer (whether or not any Old Notes have been accepted for exchange) or amend the exchange offer, if any of the following conditions has occurred or exists or has not been satisfied, or has not been waived by us, prior to the expiration date:

•
there is threatened, instituted or pending any action or proceeding before, or any injunction, order or decree issued by, any court or governmental agency or other governmental regulatory or administrative agency or commission:

(1)
seeking to restrain or prohibit the making or completion of the exchange offer or any other transaction contemplated by the exchange offer, or assessing or seeking any damages as a result of this transaction;

(2)
resulting in a material delay in our ability to accept for exchange or exchange some or all of the Old Notes in the exchange offer;

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(3)
any statute, rule, regulation, order or injunction has been sought, proposed, introduced, enacted, promulgated or deemed applicable to the exchange offer or any of the transactions contemplated by the exchange offer by any governmental authority, domestic or foreign; or

•
any action has been taken, proposed or threatened, by any governmental authority, domestic or foreign, that would, directly or indirectly, result in any of the consequences referred to in clauses (1), (2) or (3) above or would result in the holders of Exchange Notes having obligations with respect to resales and transfers of Exchange Notes which are greater than those described in the interpretation of the SEC referred to above;

•
any of the following has occurred:

(1)
any general suspension of or general limitation on prices for, or trading in, securities on any national securities exchange or in the over-the-counter market;

(2)
any limitation by a governmental authority which adversely affects our ability to complete the transactions contemplated by the exchange offer;

(3)
a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation by any governmental agency or authority which adversely affects the extension of credit;

(4)
a commencement of a war, armed hostilities or other similar international calamity directly or indirectly involving the United States, or, in the case of any of the preceding events existing at the time of the commencement of the exchange offer, a material acceleration or worsening of these calamities; or

•
any change, or any development involving a prospective change, has occurred or been threatened in our business, financial condition, operations or prospects and those of our subsidiaries taken as a whole that is or may be adverse to us, or we have become aware of facts that have or may have an adverse impact on the value of the Old Notes or the Exchange Notes;

•
there shall occur a change in the current interpretation by the Staff of the SEC which permits the Exchange Notes issued pursuant to the exchange offer in exchange for Old Notes to be offered for resale, resold and otherwise transferred by holders thereof (other than broker-dealers and any such holder which is our affiliate within the meaning of Rule 405 promulgated under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holders' business and such holders have no arrangement or understanding with any person to participate in the distribution of such Exchange Notes;

•
any law, statute, rule or regulation shall have been adopted or enacted which would impair our ability to proceed with the exchange offer;

•
a stop order shall have been issued by the SEC or any state securities authority suspending the effectiveness of the registration statement, or proceedings shall have been initiated or, to our knowledge, threatened for that purpose, or any governmental approval necessary for the consummation of the exchange offer as contemplated hereby has not been obtained; or

•
we have received an opinion of counsel experienced in such matters to the effect that there exists any actual or threatened legal impediment (including a default or prospective default under an agreement, indenture or other instrument or obligation to which we are a party or by which we are bound) to the consummation of the transactions contemplated by the exchange offer.

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        If any of the foregoing events or conditions has occurred or exists or has not been satisfied, we may, subject to applicable law, terminate the exchange offer (whether or not any Old Notes have been accepted for exchange) or may waive any such condition or otherwise amend the terms of the exchange offer in any respect. If such waiver or amendment constitutes a material change to the exchange offer, we will promptly disclose such waiver or amendment by means of a prospectus supplement that will be distributed to the registered holders of the Old Notes and will extend the exchange offer to the extent required by Rule 14e-1 promulgated under the Exchange Act.

        These conditions are for our sole benefit and we may assert them regardless of the circumstances giving rise to any of these conditions, or we may waive them, in whole or in part, provided that we will not waive any condition with respect to an individual holder of Old Notes unless we waive that condition for all such holders. Any reasonable determination made by us concerning an event, development or circumstance described or referred to above will be final and binding on all parties. Our failure at any time to exercise any of the foregoing rights will not be a waiver of our rights and each such right will be deemed an ongoing right which may be asserted at any time before the expiration of the exchange offer.

Exchange agent

        We have appointed Law Debenture Trust Company of New York as the exchange agent for the exchange offer. You should direct questions, requests for assistance, and requests for additional copies of this prospectus and the letter of transmittal that may accompany this prospectus to the exchange agent addressed as follows:
LAW DEBENTURE TRUST COMPANY OF NEW YORK, EXCHANGE AGENT

By Registered or Certified Mail or	 	Facsimile Transmission:	 	By Hand Delivery:	
Overnight Carrier:	 	(for eligible institutions only)	 	 	
Law Debenture Trust Company of	 	(212) 750-1361	 	Law Debenture Trust Company of	
New York	 	 	 	New York	
400 Madison Avenue, 4th Floor	 	 	 	400 Madison Avenue, 4th Floor	
New York, New York 10017	 	 	 	New York, New York 10017	
Attention: Corporate Trust	 	 	 	Attention: Corporate Trust	
Department	 	 	 	Department	
 	 	Confirm by Telephone:	 	 	
 	 	(212) 750-6474	 	 	

Delivery to an address other than set forth above will not constitute a valid delivery.

Fees and expenses

        The principal solicitation is being made through DTC by Law Debenture Trust Company of New York, as exchange agent on our behalf. We will pay the exchange agent customary fees for its services, reimburse the exchange agent for its reasonable costs and expenses (including reasonable fees, costs and expenses of its counsel) incurred in connection with the provisions of these services and pay other registration expenses, including registration and filing fees, fees and expenses of compliance with federal securities and state blue sky securities laws, printing expenses, messenger and delivery services and telephone, fees and disbursements to our counsel, application and filing fees and any fees and disbursements to our independent certified public accountants. We will not make any payment to brokers, dealers, or others soliciting acceptances of the exchange offer except for reimbursement of mailing expenses.

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        Additional solicitations may be made by telephone, facsimile or in person by our and our affiliates' officers employees and by persons so engaged by the exchange agent.

Accounting treatment

        The Exchange Notes will be recorded at the same carrying value as the existing Old Notes, as reflected in our accounting records on the date of exchange. Accordingly, we will recognize no gain or loss for accounting purposes. The expenses of the exchange offer will be capitalized and expensed over the term of the Exchange Notes.

Transfer taxes

        If you tender outstanding Old Notes for exchange you will not be obligated to pay any transfer taxes. However, if you instruct us to register Exchange Notes in the name of, or request that your Old Notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder, you will be responsible for paying any transfer tax owed.

Consequences of failure to exchange

        The Old Notes that are not exchanged for Exchange Notes pursuant to the exchange offer will remain restricted securities. Accordingly, the Old Notes may be resold only:

•
to us upon redemption thereof or otherwise;

•
so long as the outstanding securities are eligible for resale pursuant to Rule 144A, to a person inside the United States who is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A, in accordance with Rule 144 under the Securities Act, or pursuant to another exemption from the registration requirements of the Securities Act, which other exemption is based upon an opinion of counsel reasonably acceptable to us;

•
outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Securities Act; or

•
pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States.

        YOU MAY SUFFER ADVERSE CONSEQUENCES IF YOU FAIL TO EXCHANGE OUTSTANDING OLD NOTES.

        If you do not tender your outstanding Old Notes, you will not have any further registration rights, except for the rights described in the Registration Rights Agreement and described above, and your Old Notes will continue to be subject to the provisions of the respective indenture governing the Old Notes regarding transfer and exchange of the Old Notes and the restrictions on transfer of the Old Notes imposed by the Securities Act and states securities law when we complete the exchange offer. These transfer restrictions are required because the Old Notes were issued under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, if you do not tender your Old Notes in the exchange offer, your ability to sell your Old Notes could be adversely affected. Once we have completed the exchange offer, holders who have not tendered notes will not continue to be entitled to any increase in interest rate that the indenture governing the Old Note provides for if we do not complete the exchange offer.

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        Under certain limited circumstances, the Registration Rights Agreement requires that we file a shelf registration statement if:

•
we are not permitted by applicable law or SEC policy to file a registration statement covering the exchange offer or to consummate the exchange offer; or

•
any holder of the Old Notes notifies the Issuer prior to the 20th calendar day following the consummation of the exchange offer that:

•
it is prohibited by law or SEC policy from participating in the exchange offer;

•
it may not resell the Exchange Notes acquired by it in the exchange offer to the public without delivering a prospectus and this prospectus is not appropriate or available for such resales; or

•
it is a broker-dealer and owns Old Notes acquired directly from the Issuer or an affiliate of the Issuer.

        We will also register the Exchange Notes under the securities laws of jurisdictions that holders may request before offering or selling notes in a public offering. We do not intend to register Exchange Notes in any jurisdiction unless a holder requests that we do so.

        Old Notes may be subject to restrictions on transfer until:

•
a person other than a broker-dealer has exchanged the Old Notes in the exchange offer;

•
a broker-dealer has exchanged the Old Notes in the exchange offer and sells them to a purchaser that receives a prospectus from the broker, dealer on or before the sale;

•
the Old Notes are sold under an effective shelf registration statement that we have filed; or

•
the Old Notes are sold to the public under Rule 144 of the Securities Act.

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USE OF PROCEEDS

        This exchange offer is intended to satisfy our obligations under the Registration Rights Agreement. We will not receive any cash proceeds, or otherwise, from the issuance of the Exchange Notes. The Old Notes properly tendered and exchanged for Exchange Notes will be retired and cancelled. Accordingly, no additional debt will result from the exchange. We have agreed to bear the expense of the exchange offer.
RATIO OF EARNINGS TO FIXED CHARGES

        The ratio of earnings to fixed charges for the periods indicated is stated below. For this purpose, "earnings" include pre-tax income (loss) before adjustments for noncontrolling interest in our consolidated subsidiaries and income or loss from equity investees, plus fixed charges and distributed income of equity investees, reduced by interest capitalized. "Fixed charges" include interest, whether expensed or capitalized, amortization of debt expense and the portion of rental expense that is representative of the interest factor in these rentals.

	 	Nine Months
Ended
September 30,
2014	 	Year Ended December 31,	 	 	
 
	 	 	 	2013	 	2012	 	2011	 	2010	 	2009	 	 	 	 	
Ratio of earnings to fixed charges	 	 	0.67	 	 	0.26	 	 	0.84	 	 	0.77	 	 	2.03	 	 	3.27	 	 	 	 	
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CAPITALIZATION

        The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2014 on an actual historical basis. The table below should be read in conjunction with "Use of Proceeds," the "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in our quarterly report on Form 10-Q for the quarter ended September 30, 2014, the "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in our 2013 Form 10-K and the consolidated financial statements and the related notes thereto incorporated by reference into this prospectus.

	 	As of
September 30,
2014	 	
 
	 	(in millions)
	 	
Cash and cash equivalents	 	$	1,953	 	
Restricted cash	 	 	339	 	
​	​	​	​	​	
Total cash and cash equivalents	 	$	2,292	 	
Recourse debt:	 	 	 	 	
Revolving credit facility(1)	 	 	—	 	
Term loan facility—due 2018	 	 	1,987	 	
7.625% Senior Notes due 2018	 	 	1,130	 	
8.250% Senior Notes due 2020	 	 	1,063	 	
7.875% Senior Notes due 2021	 	 	1,128	 	
6.250% Senior Notes due 2022	 	 	1,100	 	
6.625% Senior Notes due 2023	 	 	990	 	
6.250% Senior Notes due 2024	 	 	1,000	 	
Tax Exempt Bonds(2)	 	 	373	 	
​	​	​	​	​	
Total recourse debt	 	$	8,771	 	
Non-Recourse Debt:	 	 	 	 	
NRG Yield	 	 	4,083	 	
Solar Non-Recourse Debt(3)	 	 	3,486	 	
Unsecured Notes	 	 	3,077	 	
Conventional Non-Recourse Debt	 	 	1,347	 	
Total non-recourse debt	 	 	11,993	 	
Capital Leases	 	 	9	 	
​	​	​	​	​	
Total long-term debt and capital leases	 	$	20,773	 	
3.625% Convertible preferred stock (net of issuance costs)	 	$	249	 	
​	​	​	​	​	
Stockholders' equity, excluding non-controlling interest	 	$	9,938	 	
​	​	​	​	​	
Total capitalization	 	$	33,252	 	
​	​	​	​	​	
​	​	​	​	​	
​	​	​	​	​	

(1)
As of September 30, 2014, the total borrowing capacity under the revolving credit facility was $2.5 billion, with $1.2 billion in letters of credit outstanding thereunder.

(2)
Includes (i) Indian River Power LLC, tax exempt bonds, due 2040 and 2045; (ii) Dunkirk Power LLC, tax exempt bonds, due 2042 and (iii) Fort Bend County, tax exempt bonds, due 2038 and 2042.

(3)
Includes 100% of the California Valley Solar Ranch project debt. NRG Yield, Inc. owns 48.95% of California Valley Solar Ranch.

        For more information on the various components of our debt, refer to Note 7,Debt and Capital Leases, contained in our quarterly report on Form 10-Q for the quarter ended September 30, 2014 and Note 12, Debt and Capital Leases , to our audited consolidated financial statements contained in our 2013 Form 10-K, which are incorporated herein by reference.

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DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS AND PREFERRED STOCK

Senior secured credit facility

        NRG's existing senior secured credit facility (the "Senior Credit Facility") consists of a senior first priority secured $2,022 million term loan (the "Term Loan Facility") and a $2,511 million senior first priority secured revolving credit facility (the "Revolving Credit Facility"). The Term Loan Facility and Revolving Credit Facility will mature on July 1, 2018, unless each is otherwise extended.

        The Senior Credit Facility is guaranteed by certain of NRG's existing and future direct and indirect subsidiaries, with certain customary or agreed-upon exceptions for foreign subsidiaries, project subsidiaries, and certain other subsidiaries. The capital stock of substantially all of NRG's subsidiaries, with certain exceptions for unrestricted subsidiaries, foreign subsidiaries, project subsidiaries and voting equity interests in excess of 66% of the total outstanding voting equity interest of certain of NRG's foreign subsidiaries and certain additional exceptions, has been pledged for the benefit of the Senior Credit Facility's lenders.

        The Senior Credit Facility is also secured by first priority perfected security interests in substantially all of the property and assets owned or acquired by NRG and its domestic subsidiaries, other than certain limited exceptions. These exceptions include assets of certain unrestricted subsidiaries and equity interests in certain of NRG's project subsidiaries that have non-recourse debt financing and a basket of assets up to $750 million at any time outstanding. The Senior Credit Facility is secured pari passu with certain interest rate and commodity hedging obligations of NRG.

        The Senior Credit Facility contains customary covenants, which, among other things, require NRG to meet certain financial tests, consisting of a minimum interest coverage ratio and a maximum leverage ratio on a consolidated basis, and limit NRG's ability to:

•
incur indebtedness and liens and enter into sale and lease-back transactions;

•
make investments, loans and advances;

•
return capital to shareholders;

•
repay subordinated indebtedness;

•
consummate mergers, consolidations and asset sales;

•
enter into affiliate transactions; and

•
change its fiscal year-end.

Senior notes under 2006 indenture

        NRG has issued five outstanding series of senior notes under an indenture, dated February 2, 2006 (the "Base Indenture"), between us and Law Debenture Trust Company of New York, as trustee, as supplemented by supplemental indentures setting forth the terms of each such series:

•
8.250% senior notes, issued August 20, 2010 and due September 1, 2020 (the "2020 Senior Notes");

•
7.625% senior notes, issued January 26, 2011 and due January 15, 2018 (the "2018 Senior Notes");

•
7.875% senior notes, issued May 24, 2011 and due May 15, 2021 (the "2021 Senior Notes");

•
6.625% senior notes issued September 24, 2012 and due March 15, 2023 (the "2023 Senior Notes"); and

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•
6.25% senior notes issued January 27, 2014 and due July 15, 2022 (the "2022 Notes," and, together with the 2020 Senior Notes, the 2018 Senior Notes, the 2021 Notes and the 2023 Notes, the "Senior Notes").

        Supplemental indentures to each series of notes have been issued to add newly formed or acquired subsidiaries as guarantors (together with the Base Indenture, the "Existing Senior Notes Indentures").

        The Existing Senior Notes Indentures and the form of notes provide, among other things, that the Senior Notes will be senior unsecured obligations of NRG. The Existing Senior Notes Indentures also provide for customary events of default, which include, among others: nonpayment of principal or interest; breach of other agreements in the Existing Senior Notes Indentures; defaults in failure to pay certain other indebtedness; the rendering of judgments to pay certain amounts of money against NRG and its subsidiaries; the failure of certain guarantees to be enforceable; and certain events of bankruptcy or insolvency. Generally, if an event of default occurs, the trustee or the holders of at least 25% in principal amount of the then outstanding series of Senior Notes may declare all of the Senior Notes of such series to be due and payable immediately.

        The terms of the Existing Senior Notes Indentures, among other things, limit our ability and the ability of certain of our subsidiaries to:

•
incur additional debt or issue some types of preferred shares;

•
declare or pay dividends, redeem stock or make other distributions to stockholders;

•
create liens;

•
make certain restricted investments;

•
enter into transactions with affiliates;

•
sell or transfer assets; and

•
consolidate or merge.

        Interest is payable semi-annually on the Senior Notes until their maturity dates.

        Prior to September 1, 2015, NRG may redeem all or a portion of the 2020 Senior Notes at a price equal to 100% of the principal amount of the notes redeemed, plus a premium and any accrued and unpaid interest. The premium is the greater of (i) 1% of the principal amount of the notes redeemed, or (ii) the present value of 104.125% of the notes redeemed, plus interest payments due on the notes redeemed from the date of redemption through September 1, 2015, discounted at a Treasury rate plus 0.50% over the principal amount of the notes redeemed. On or after September 1, 2015, NRG may redeem some or all of the notes at redemption prices set forth in the supplemental indenture governing the 2020 Senior Notes, plus accrued and unpaid interest on the notes redeemed to the applicable redemption date.

        At any time prior to maturity, NRG may redeem all or a portion of the 2018 Senior Notes at a price equal to 100% of the principal amount of the notes redeemed, plus a premium and any accrued and unpaid interest. The premium is the greater of (i) 1% of the principal amount of the notes redeemed, or (ii) the present value of the notes redeemed, plus interest payments due on the notes redeemed from the date of redemption through January 15, 2018, discounted at a Treasury rate plus 0.50% over the principal amount of the notes redeemed.

        Prior to May 15, 2016, NRG may redeem up to 35% of the 2021 Senior Notes at a price equal to 107.875% of the principal amount of the notes redeemed, provided at least 65% of the aggregate principal amount of the notes issued remain outstanding after the redemption. Prior to May 15, 2016, NRG may redeem all or a portion of the 2021 Senior Notes at a price equal to 100% of the principal amount of the notes redeemed, plus a premium and any accrued and unpaid interest. The premium is

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the greater of (i) 1% of the principal amount of the notes redeemed, or (ii) the present value of 103.938% of the notes redeemed, plus interest payments due on the notes redeemed from the date of redemption through May 15, 2016, discounted at a Treasury rate plus 0.50% over the principal amount of the notes redeemed. On or after May 15, 2016, NRG may redeem some or all of the notes at redemption prices set forth in the supplemental indenture governing the 2021 Senior Notes, plus accrued and unpaid interest on the notes redeemed to the applicable redemption date.

        Prior to September 15, 2015, NRG may redeem up to 35% of the 2023 Senior Notes with net cash proceeds of certain equity offerings at a price of 106.625% of the principal amount of the notes redeemed, provided at least 65% of the aggregate principal amount of the notes issued remain outstanding after the redemption. Prior to September 15, 2017, NRG may redeem all or a portion of the 2023 Senior Notes at a price equal to 100% of the principal amount of the notes redeemed, plus a premium and any accrued and unpaid interest. The premium is the greater of (i) 1% of the principal amount of the notes redeemed, or (ii) the present value of 103.313% of the notes redeemed, plus interest payments due on the notes redeemed from the date of redemption through September 15, 2017, discounted at a Treasury rate plus 0.50% over the principal amount of the notes redeemed. On or after September 15, 2017, NRG may redeem some or all of the notes at redemption prices set forth in the indenture governing the 2023 Senior Notes, plus accrued and unpaid interest on the notes redeemed to the applicable redemption date.

        Prior to July 15, 2017, NRG may redeem up to 35% of the 2022 Senior Notes with net cash proceeds of certain equity offerings at a price of 106.25% of the principal amount of the notes redeemed, provided at least 65% of the aggregate principal amount of the notes issued remain outstanding after the redemption. Prior to July 15, 2018, NRG may redeem all or a portion of the 2022 Senior Notes at a price equal to 100% of the principal amount of the notes redeemed, plus a premium and any accrued and unpaid interest. The premium is the greater of (i) 1% of the principal amount of the notes redeemed, or (ii) the present value of 103.125% of the notes redeemed, plus interest payments due on the notes redeemed from the date of redemption through July 15, 2018, discounted at a Treasury rate plus 0.50% over the principal amount of the notes redeemed. On or after July 15, 2018, NRG may redeem some or all of the notes at redemption prices set forth in the indenture governing the 2022 Senior Notes, plus accrued and unpaid interest on the notes redeemed to the applicable redemption date.

Preferred stock

        As of September 30, 2014, NRG's outstanding preferred stock consisted of the 3.625% Convertible Perpetual Preferred Stock (the "3.625% Preferred Stock"), which is treated as Redeemable Preferred Stock.

3.625% Preferred Stock

        On August 11, 2005, NRG issued 250,000 shares of 3.625% Preferred Stock, which is treated as Redeemable Preferred Stock, to the Credit Suisse Group in a private placement. As of September 30, 2014, 250,000 shares of the 3.625% Preferred Stock were issued and outstanding at a liquidation value, net of issuance costs, of $249 million. The 3.625% Preferred Stock has a liquidation preference of $1,000 per share. Holders of the 3.625% Preferred Stock are entitled to receive, out of legally available funds, cash dividends at the rate of 3.625% per annum, or $36.25 per share per year, payable in cash quarterly in arrears commencing on December 15, 2005.

        Each share of the 3.625% Preferred Stock is convertible during the 90-day period beginning August 11, 2015 at the option of NRG or the holder. Holders tendering the 3.625% Preferred Stock for conversion shall be entitled to receive, for each share of 3.625% Preferred Stock converted, $1,000 in cash and a number of shares of NRG common stock equal in value to the product of (a) the greater of

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(i) the difference between the average closing share price of NRG common stock on each of the 20 consecutive scheduled trading days starting on the date 30 exchange business days immediately prior to the conversion date (the "Market Price"), and $29.54 and (ii) zero, times (b) 50.77. The number of NRG common stock to be delivered under the conversion feature is limited to 16,000,000 shares. If upon conversion, the Market Price is less than $19.69, then the Holder will deliver to NRG cash or a number of shares of NRG common stock equal in value to the product of (i) $19.69 minus the Market Price, times (ii) 50.77. NRG may elect to make a cash payment in lieu of delivering shares of NRG common stock in connection with such conversion, and NRG may elect to receive cash in lieu of shares of common stock, if any, from the Holder in connection with such conversion. The conversion feature is considered an embedded derivative per ASC 815 that is exempt from derivative accounting as it's excluded from the scope pursuant to ASC 815.

        If a fundamental change occurs, the holders will have the right to require NRG to repurchase all or a portion of the 3.625% Preferred Stock for a period of time after the fundamental change at a purchase price equal to 100% of the liquidation preference, plus accumulated and unpaid dividends. The 3.625% Preferred Stock is senior to all classes of common stock and junior to all of NRG's existing and future debt obligations and all of NRG subsidiaries' existing and future liabilities and capital stock held by persons other than NRG or its subsidiaries.

Credit support and collateral arrangement

        In connection with our power generation business, we manage the commodity price risk associated with our supply activities and our electric generation facilities. This includes forward power sales, fuel and energy purchases and emission credits. In order to manage these risks, we enter into financial instruments to hedge the variability in future cash flows from forecasted sales of electricity and purchases of fuel and energy. We utilize a variety of instruments including forward contracts, futures contracts, swaps and options. Certain of these contracts allow counterparties to require us to provide credit support. This credit support consists of letters of credit, cash, guarantees and liens on our assets.

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DESCRIPTION OF THE NOTES

In this description, "NRG" refers only to NRG Energy, Inc. and not to any of its subsidiaries.

        NRG issued the Old Notes under an indenture among NRG, the Guarantors named therein and Law Debenture Trust Company of New York, as trustee. The terms of the Exchange Notes offered in exchange for the Old Notes will be substantially identical to the terms of the Old Notes, except that the Exchange Notes are registered under the Securities Act, and the transfer restrictions, registration rights and related additional interest terms applicable to the Old Notes (as described under "Exchange Offer—Purpose of the exchange offer") will not apply to the Exchange Notes. As a result, we refer to the Exchange Notes and the Old Notes collectively as the "notes" for purposes of the following summary.

        The statements under this caption relating to the indenture and the notes are summaries and are not a complete description thereof, and where reference is made to particular provisions, such provisions, including the definitions of certain terms, are qualified in their entirety by reference to all of the provisions of the indenture and the notes and those terms made part of the indenture by the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The definitions of certain capitalized terms used in the following summary are set forth under the caption "—Certain definitions." Certain defined terms used in this description but not defined below under "—Certain definitions" have the meanings assigned to them in the indenture and the registration rights agreement. Copies of the indenture are available upon request from the Company. We urge you to read these documents carefully because they, and not the following description, govern your rights as a holder.

        The registered holder of a note is treated as the owner of it for all purposes. Only registered holders have rights under the indenture governing the notes. The registered holder of a note is treated as the owner of it for all purposes. Only registered holders of notes have rights under the indenture.

Brief description of the notes

        The notes:

•
will be general unsecured obligations of NRG;

•
will be pari passu in right of payment with all existing and future unsecured senior Indebtedness of NRG;

•
will be senior in right of payment to any future subordinated Indebtedness of NRG; and

•
will be fully and unconditionally guaranteed on a joint and several basis by the Guarantors.

        However, the notes will be effectively subordinated to all borrowings under the Credit Agreement, which is secured by substantially all of the assets of NRG and the Guarantors, and any other secured Indebtedness (including any Hedging Obligations secured by liens on assets of NRG or its Subsidiaries) NRG or the Guarantors have, in each case to the extent of the value of the assets that secure the Credit Agreement or other secured Indebtedness. See "Risk Factors—Risks related to the notes—In the event of a bankruptcy or insolvency, holders of our secured indebtedness and other secured obligations will have a prior secured claim to any collateral securing such indebtedness or other obligations."

The Subsidiary Guarantees

        The notes will be guaranteed by each Subsidiary of NRG that is a guarantor of any obligations under NRG's Credit Agreement. Each Subsidiary Guarantee of the notes:

•
will be a general unsecured obligation of the Guarantor;

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•
will be pari passu in right of payment with all unsecured senior Indebtedness of that Guarantor; and

•
will be senior in right of payment to any future subordinated Indebtedness of that Guarantor.

        However, each Guarantor's guarantee of the notes will be effectively subordinated to such Guarantor's guarantee under the Credit Agreement and any other secured Indebtedness of such Guarantor (including any Hedging Obligations secured by junior liens on assets of such Guarantor), in each case to the extent of the value of the assets of such Guarantor that secure the Credit Agreement or other secured Indebtedness.

        The operations of NRG are largely conducted through its subsidiaries and, therefore, NRG depends on the cash flow of its subsidiaries to meet its obligations, including its obligations under the notes. Not all of NRG's subsidiaries will guarantee the notes. The notes will be effectively subordinated in right of payment to all Indebtedness and other liabilities and commitments (including trade payables, lease obligations, indebtedness for borrowed money and Hedging Obligations) of these non-guarantor subsidiaries. Any right of NRG to receive assets of any of its subsidiaries upon the subsidiary's liquidation or reorganization (and the consequent right of the holders of notes to participate in those assets) will be effectively subordinated to the claims of that subsidiary's creditors, except to the extent that NRG is itself recognized as a creditor of the subsidiary, in which case its claims would still be subordinate in right of payment to any security in the assets of the subsidiary and any indebtedness of the subsidiary senior to that held by NRG. The Guarantors accounted for approximately 69% of NRG's revenues from wholly-owned operations for the nine months ended September 30, 2014. The guarantor subsidiaries held approximately 57% of NRG's consolidated assets as of September 30, 2014. As of September 30, 2014, NRG's non-guarantor subsidiaries had approximately $12,126 million in aggregate principal amount of non-current liabilities and outstanding trade payables of approximately $299 million. See "Risk Factors—Risks related to the notes—Your right to receive payments on the notes could be adversely affected if any of our non-guarantor subsidiaries declare bankruptcy, liquidate, or reorganize." See Note 16, Condensed Consolidating Financial Information , to the condensed consolidated financial statements of NRG for the period ended September 30, 2014 incorporated by reference into this prospectus for more detail about the historical division of NRG's consolidated revenues and assets between the Guarantor and non-Guarantor Subsidiaries.

Principal, maturity and interest

        NRG will issue up to $1,000 million in aggregate principal amount of Exchange Notes in this offering. NRG may issue additional notes of the same series under the indenture from time to time after this offering. Any issuance of additional notes is subject to all of the covenants in the indenture. The notes and any additional notes of the same series subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. NRG will issue notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will mature on May 1, 2024.

        Interest on the notes will accrue at the rate of 6.25% per annum, and will be payable semi-annually in arrears on May 1 and November 1 of each year. NRG will make each interest payment to the holders of record on the immediately preceding April 15 and October 15.

        Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

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Methods of receiving payments on the notes

        If a holder of notes has given wire transfer instructions to NRG, NRG will pay or cause to be paid all principal, interest and premium on that holder's notes in accordance with those instructions. All other payments on notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless NRG elects to make interest payments by check mailed to the holders of the notes at their address set forth in the register of holders.

Paying agent and registrar for the notes

        The trustee will initially act as paying agent and registrar. NRG may change the paying agent or registrar without prior notice to the holders of the notes, and NRG or any of its Subsidiaries may act as paying agent or registrar.

Transfer and exchange

        A holder may transfer or exchange notes in accordance with the provisions of the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders of notes will be required to pay all taxes due on transfer. NRG is not required to transfer or exchange any note selected for redemption. Also, NRG is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

Subsidiary guarantees

        NRG's payment obligations under the notes will be guaranteed on a full and unconditional basis by each of the Guarantors. These Subsidiary Guarantees will be joint and several obligations of the Guarantors. The obligations of each Guarantor under its Subsidiary Guarantee will be limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. See "Risk Factors—Risks related to the notes—Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors."

        The Subsidiary Guarantee of a Guarantor of the notes will be released automatically:

        (1)   in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) NRG or a Subsidiary of NRG;

        (2)   in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) NRG or a Subsidiary of NRG, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of NRG;

        (3)   upon defeasance or satisfaction and discharge of the notes as provided below under the captions "—Legal defeasance and covenant defeasance" and "—Satisfaction and discharge";

        (4)   upon a dissolution of a Guarantor that is permitted under the indenture; or

        (5)   otherwise with respect to the Guarantee of any Guarantor, upon:

        (a)   the prior consent of holders of at least a majority in aggregate principal amount of the notes then outstanding;

        (b)   if NRG has Indebtedness outstanding under the Credit Agreement (as amended, restated, modified, renewed, refunded, replaced or refinanced from time to time) at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such

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Guarantor's Guarantee of all Obligations under the Credit Agreement, or, if there is no Indebtedness of NRG outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all other Indebtedness of NRG that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor's Guarantee of all Obligations with respect to all other Indebtedness that is guaranteed by such Guarantor at that time outstanding; or

        (c)   if NRG has Indebtedness outstanding under the Credit Agreement (as amended, restated, modified, renewed, refunded, replaced or refinanced from time to time) at that time, upon the release of such Guarantor's Guarantee of all Obligations of NRG under the Credit Agreement, or, if there is no Indebtedness of NRG outstanding under the Credit Agreement at that time, upon the release of such Guarantor's Guarantee of all Obligations with respect to all other Indebtedness of NRG at that time outstanding.

Optional redemption

        At any time prior to May 1, 2017, NRG may on any one or more occasions redeem up to 35% of the aggregate principal amount of the notes, upon not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 106.25% of the principal amount of the notes redeemed, plus accrued and unpaid interest, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of holders of the notes on the relevant record date to receive interest due on the relevant interest payment date; provided  that:

        (1)   at least 65% of the aggregate principal amount of the notes (excluding notes held by NRG and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

        (2)   the redemption occurs within 90 days of the date of the closing of such Equity Offering.

        At any time prior to May 1, 2019, NRG may on any one or more occasions redeem all or a part of the notes, upon not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of the principal amount of notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the redemption date, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date.

        Except pursuant to the preceding paragraphs, the notes will not be redeemable at NRG's option prior to May 1, 2019.

        On or after May 1, 2019, NRG may on any one or more occasions redeem all or a part of the notes upon not less than 30 nor more than 60 days' prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on May 1 of the years indicated below, subject to the rights of holders of notes on the relevant record date to receive interest on the relevant interest payment date:
 	 	 	 	 	
Year	 	Percentage	 	
2019	 	 	103.125	%	
2020	 	 	102.083	%	
2021	 	 	101.042	%	
2022 and thereafter	 	 	100.000	%	
        NRG is not prohibited, however, from acquiring the notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise, assuming such action does not otherwise violate the indenture.

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Mandatory redemption

        NRG is not required to make mandatory redemption or sinking fund payments with respect to the notes.

Repurchase at the option of holders

Change of control triggering event

        If a Change of Control Triggering Event occurs, each holder of notes will have the right to require NRG to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder's notes pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, NRG will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest on the notes to the date of purchase, subject to the rights of holders of the notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control Triggering Event, NRG will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. NRG will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, NRG will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such compliance.

        On the Change of Control Payment Date, NRG will, to the extent lawful:

        (1)   accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

        (2)   deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and

        (3)   deliver or cause to be delivered to the trustee the notes properly accepted together with an officers' certificate stating the aggregate principal amount of notes or portions of notes being purchased by NRG.

        The paying agent will promptly mail to each holder of notes properly tendered the Change of Control Payment for the notes, and the trustee will promptly authenticate and mail (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 will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. NRG will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

        The provisions described above that require NRG to make a Change of Control Offer following a Change of Control Triggering Event will be applicable whether or not any other provisions of the indenture are applicable.

        Except as described above with respect to a Change of Control Triggering Event, the indenture does not contain provisions that permit the holders of the notes to require that NRG repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

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        NRG will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by NRG and purchases all notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the indenture as described above under the caption "—Optional redemption," unless and until there is a default in payment of the applicable redemption price. A Change in Control Offer may be made in advance of a Change of Control Triggering Event, with the obligation to pay and the timing of payment conditioned upon the occurrence of a Change of Control Triggering Event, if a definitive agreement to effect a Change of Control is in place at the time the Change of Control Offer is made.

        The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of NRG and its Subsidiaries taken as a whole. There is a limited body of case law interpreting the phrase "substantially all," and there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require NRG to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of NRG and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Selection and notice

        If less than all of the notes are to be redeemed at any time, the trustee for the notes will select notes for redemption on a pro rata basis unless otherwise required by law or applicable stock exchange requirements.

        No notes of $2,000 or less can be redeemed in part. Notices of redemption will 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 the indenture. Any redemption notice may, in NRG's discretion, be subject to the satisfaction of one or more conditions precedent.

        If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption.

Certain covenants

Liens

        NRG will not, and will not permit any Guarantor, to create or permit to exist any Lien upon any Principal Property owned by NRG or any Guarantor or upon any Equity Interests issued by, or Indebtedness of, any direct or indirect Subsidiary of NRG to secure any Indebtedness of NRG or any Guarantor without providing for the notes to be equally and ratably secured with (or prior to) any and all such Indebtedness and any other Indebtedness similarly entitled to be equally and ratably secured for so long as such Indebtedness is so secured; provided, however , that this restriction will not apply to, or prevent the creation or existence of:

        (1)   Liens securing Indebtedness of NRG or any Guarantor under one or more Credit Facilities in an aggregate principal amount, measured as of the date of creation of any such Lien and the date of incurrence of any such Indebtedness, not exceeding the greatest of (a) 30% of

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Total Assets, (b) $10.0 billion and (c) such amount as would not cause the Secured Leverage Ratio to exceed 3.5 to 1.0;

        (2)   Existing Liens;

        (3)   Liens securing Indebtedness of any Person that (a) is acquired by NRG or any of its Subsidiaries after the date of the indenture, (b) is merged or amalgamated with or into NRG or any of its Subsidiaries after the date of the indenture or (c) becomes consolidated in the financial statements of NRG or any of its Subsidiaries after the date of the indenture in accordance with GAAP; provided, however , that in each case contemplated by this clause (3), such Indebtedness was not incurred in contemplation of such acquisition, merger, amalgamation or consolidation and is only secured by Liens on the Equity Interests and assets of, the Person (and Subsidiaries of the Person) acquired by, or merged or amalgamated with or into, or consolidated in the financial statements of, NRG or any of its Subsidiaries;

        (4)   Liens securing Indebtedness of NRG or any Guarantor incurred to finance (whether prior to or within 365 days after) the acquisition, construction or improvement of assets (whether through the direct purchase of assets or through the purchase of the Equity Interests of any Person owning such assets or through an acquisition of any such Person by merger); provided, however , that such Indebtedness is only secured by Liens on the Equity Interests and assets acquired, constructed or improved in such financing;

        (5)   Liens in favor of NRG or any of its Subsidiaries;

        (6)   Liens securing Hedging Obligations;provided that such agreements were not entered into for speculative purposes (as determined by NRG in its reasonable discretion acting in good faith);

        (7)   Liens relating to current or future escrow arrangements securing Indebtedness of NRG or any Guarantor;

        (8)   Liens to secure Environmental CapEx Debt or Necessary CapEx Debt that encumber only the assets purchased, installed or otherwise acquired with the proceeds of such Environmental CapEx Debt or Necessary CapEx Debt;

        (9)   Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of NRG or any Guarantor, including rights of offset and set-off;

        (10) Refinancing Liens;

        (11) Liens on the stock or assets of Project Subsidiaries securing Project Debt of one or more Project Subsidiaries; and

        (12) other Liens, in addition to those permitted in clauses (1) through (11) above, securing Indebtedness having an aggregate principal amount, measured as of the date of creation of any such Lien and the date of incurrence of any such Indebtedness, not to exceed the greater of (i) 2% of Total Assets and (ii) $500.0 million.

        Liens securing Indebtedness under the Credit Agreement existing on the date of the indenture will be deemed to have been incurred on such date in reliance on the exception provided by clause (1) above.

        If NRG or any Guarantor proposes to create or permit to exist any Lien upon any Principal Property owned by NRG or any Guarantor or upon any Equity Interests or Indebtedness of any direct or indirect Subsidiary of NRG to secure any Indebtedness, other than as permitted by clauses (1) through (12) of the previous paragraph, NRG will give prior written notice thereof to the trustee, who will give notice to the holders of notes, and NRG will further agree, prior to or simultaneously with the

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creation of such Lien, effectively to secure all the notes equally and ratably with (or prior to) such other Indebtedness, for so long as such other Indebtedness is so secured.

Merger, consolidation or sale of assets

        NRG may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not NRG is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of NRG and its Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

        (1)   either: (a) NRG is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than NRG) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that if the Person is a partnership or limited liability company, then a corporation wholly-owned by such Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia that does not and will not have any material assets or operations shall become a co-issuer of the notes pursuant to a supplemental indenture duly executed by the trustee;

        (2)   the Person formed by or surviving any such consolidation or merger (if other than NRG) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of NRG under the notes and the indenture pursuant to a supplemental indenture or other documents and agreements reasonably satisfactory to the trustee; and

        (3)   immediately after such transaction, no Default or Event of Default exists.

        In addition, NRG may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person.

        This "Merger, consolidation or sale of assets" covenant will not apply to (1) a merger of NRG with an Affiliate solely for the purpose of reincorporating NRG in another jurisdiction or forming a direct or indirect holding company of NRG; and (2) any sale, transfer, assignment, conveyance, lease or other disposition of assets between or among NRG and its Subsidiaries, including by way of merger or consolidation.

Additional subsidiary guarantees

        If,

        (1)   NRG or any of its Subsidiaries acquires or creates another Subsidiary after the issue date and such Subsidiary Guarantees any Obligations of NRG under the Credit Agreement (as amended, restated, modified, renewed, refunded, replaced or refinanced from time to time), or

        (2)   any Subsidiary that does not currently Guarantee any Obligations of NRG under the Credit Agreement (as amended, restated, modified, renewed, refunded, replaced or refinanced from time to time) subsequently Guarantees any Obligations of NRG under the Credit Agreement, or

        (3)   if there is no Indebtedness of NRG outstanding under the Credit Agreement (as amended, restated, modified, renewed, refunded, replaced or refinanced from time to time) at that time, any Subsidiary of NRG (including any newly acquired or created Subsidiary) Guarantees any Obligations with respect to any other Indebtedness of NRG,

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        then such newly acquired or created Subsidiary or Subsidiary that subsequently Guarantees Obligations under the Credit Agreement or other Indebtedness of NRG, as the case may be, will become a Guarantor of the notes and execute a supplemental indenture and deliver an opinion of counsel satisfactory to the trustee within 30 business days of the date on which it was acquired or created or guaranteed other Indebtedness of NRG, as the case may be.

Reports

        Whether or not required by the Commission's rules and regulations, so long as any notes are outstanding, NRG will furnish to the holders of notes or cause the trustee to furnish to the holders of notes, within the time periods (including any extensions thereof) specified in the Commission's rules and regulations:

        (1)   all quarterly and annual reports that would be required to be filed with the Commission on Forms 10-Q and 10-K if NRG were required to file such reports; and

        (2)   all current reports that would be required to be filed with the Commission on Form 8-K if NRG were required to file such reports.

        All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on NRG's consolidated financial statements by NRG's independent registered public accounting firm. In addition, NRG will file a copy of each of the reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the Commission will not accept such a filing). To the extent such filings are made, the reports will be deemed to be furnished to the trustee and holders of notes.

        If NRG is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, NRG will nevertheless continue filing the reports specified in the preceding paragraph with the Commission within the time periods specified above unless the Commission will not accept such a filing. NRG agrees that it will not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission will not accept NRG's filings for any reason, NRG will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if NRG were required to file those reports with the Commission.

        In addition, NRG and the Guarantors agree that, for so long as any notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they will furnish to the holders of notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of default and remedies

        Each of the following is an Event of Default with respect to the notes:

        (1)   default for 30 days in the payment when due of interest on the notes;

        (2)   default in payment when due of the principal of, or premium, if any, on the notes;

        (3)   failure by NRG or any Guarantor for 45 days after written notice given by the trustee or holders, to comply with any of the other agreements in the indenture;

        (4)   default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by NRG or

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any Guarantor (or the payment of which is guaranteed by NRG or any Guarantor) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default:

        (a)   is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a " Payment Default "); or

        (b)   results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, exceeds the greater of (i) 1% of Total Assets and (ii) $200.0 million;

provided that this clause (4) shall not apply to (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to a Person that is not an Affiliate of NRG; (ii) Non- Recourse Debt of NRG Peaker Finance Company LLC; and (iii) Non- Recourse Debt of NRG or any of its Subsidiaries (except to the extent that NRG or any of its Guarantors that are not parties to such Non- Recourse Debt becomes directly or indirectly liable, including pursuant to any contingent obligation, for any such Non-Recourse Debt and such liability, individually or in the aggregate, exceeds the greater of (i) 1% of Total Assets and (ii) $200.0 million));

        (5)   one or more judgments for the payment of money in an aggregate amount in excess of the greater of (i) 1% of Total Assets and (ii) $200.0 million (excluding therefrom any amount reasonably expected to be covered by insurance) shall be rendered against NRG or any Guarantor or Guarantors or any combination thereof and the same shall not have been paid, discharged or stayed for a period of 60 days after such judgment became final and non-appealable;

        (6)   except as permitted by the indenture, any Subsidiary Guarantee shall be held in any final and non-appealable judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor (or any group of Guarantors) that constitutes a Significant Subsidiary, or any Person acting on behalf of any Guarantor (or any group of Guarantors) that constitutes a Significant Subsidiary, shall deny or disaffirm its or their obligations under its or their Subsidiary Guarantee(s); and

        (7)   certain events of bankruptcy or insolvency described in the indenture with respect to NRG or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary.

        In the case of an Event of Default with respect to the notes arising from certain events of bankruptcy or insolvency with respect to NRG, any Guarantor or any group of Guarantors that, taken together, would constitute a Significant Subsidiary, all such notes that are outstanding 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 25% in principal amount of such notes that are outstanding may declare all the notes to be due and payable immediately.

        Subject to certain limitations, holders of a majority in principal amount of the notes that are then outstanding may direct the trustee in its exercise of any trust or power. The trustee may withhold from holders of the notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest.

        Subject to the provisions of the indenture relating to the duties of the trustee, in case an Event of Default occurs and is continuing under the indenture, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any holders of

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the notes unless such holders have offered to the trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder of a note may pursue any remedy with respect to the indenture unless:

        (1)   such holder has previously given the trustee notice that an Event of Default is continuing;

        (2)   holders of at least 25% in aggregate principal amount of the notes that are then outstanding have requested the trustee to pursue the remedy;

        (3)   such holders have offered the trustee reasonable security or indemnity against any loss, liability or expense;

        (4)   the trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

        (5)   holders of a majority in aggregate principal amount of the notes that are then outstanding have not given the trustee a direction inconsistent with such request within such 60-day period.

        The holders of a majority in aggregate principal amount of the notes then outstanding by notice to the trustee may, on behalf of the holders of the notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, such notes.

        NRG is required to deliver to the trustee annually a statement regarding compliance with the indenture. Upon becoming aware of any Default or Event of Default, NRG is required to deliver to the trustee a statement specifying such Default or Event of Default.

No personal liability of directors, officers, employees and stockholders

        No director, officer, employee, incorporator or stockholder of NRG or any Guarantor, as such, will have any liability for any obligations of NRG or the Guarantors under the notes, the indentures or the Subsidiary Guarantees, 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.

Legal defeasance and covenant defeasance

        NRG may, at its option and at any time, elect to have all of its obligations discharged with respect to the notes that are outstanding and all obligations of the Guarantors of such notes discharged with respect to their Subsidiary Guarantees (" Legal Defeasance ") except for:

        (1)   the rights of holders of the notes that are then outstanding to receive payments in respect of the principal of, or interest or premium on such notes when such payments are due from the trust referred to below;

        (2)   NRG's obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

        (3)   the rights, powers, trusts, duties and immunities of the trustee for the notes, and NRG's and the Guarantors' obligations in connection therewith; and

        (4)   the Legal Defeasance provisions of the indenture governing such notes.

        In addition, NRG may, at its option and at any time, elect to have the obligations of NRG and the Guarantors released with respect to certain covenants (including its obligation to make Change of Control Offers) that are described in the indenture (" Covenant Defeasance ") and thereafter any

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omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under "—Events of default and remedies" will no longer constitute an Event of Default with respect to the notes.

        In order to exercise either Legal Defeasance or Covenant Defeasance:

        (1)   NRG must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants to pay the principal of, or interest and premium on such notes that are then outstanding on the Stated Maturity or on the applicable redemption date, as the case may be, and NRG must specify whether such notes are being defeased to maturity or to a particular redemption date;

        (2)   in the case of Legal Defeasance, NRG has delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) NRG has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the notes that are then outstanding will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

        (3)   in the case of Covenant Defeasance, NRG has delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the notes that are then outstanding will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

        (4)   no Default or Event of Default with respect to the notes has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

        (5)   such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the indenture) to which NRG or any of its Subsidiaries is a party or by which NRG or any of its Subsidiaries is bound;

        (6)   NRG must deliver to the trustee an officers' certificate stating that the deposit was not made by NRG with the intent of preferring the holders of the notes over the other creditors of NRG with the intent of defeating, hindering, delaying or defrauding creditors of NRG or others; and

        (7)   NRG must deliver to the trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, supplement and waiver

        Except as provided in the next two succeeding paragraphs, the indenture or the notes outstanding thereunder may be amended or supplemented with the consent of the holders of at least a majority in

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principal amount of notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the notes), and any existing default or compliance with any provision of the indenture or the notes outstanding thereunder may be waived with the consent of the holders of a majority in principal amount of the notes that are then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the notes).

        Without the consent of each holder of notes affected, an amendment or waiver may not (with respect to any such notes held by a non-consenting holder):

        (1)   reduce the principal amount of such notes whose holders must consent to an amendment, supplement or waiver;

        (2)   reduce the principal of or change the fixed maturity of any such note or alter the provisions with respect to the redemption of such notes (other than provisions relating to the covenants described above under the caption "—Repurchase at the option of holders" and provisions relating to the number of days of notice to be given in the event of a redemption);

        (3)   reduce the rate of or change the time for payment of interest on any such note;

        (4)   waive a Default or Event of Default in the payment of principal of, or interest or premium on such notes (except a rescission of acceleration of such notes by the holders of at least a majority in aggregate principal amount of such notes and a waiver of the payment default that resulted from such acceleration);

        (5)   make any such note payable in currency other than that stated in such notes;

        (6)   make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of such notes to receive payments of principal of, or interest or premium on such notes;

        (7)   waive a redemption payment with respect to any such note (other than a payment required by one of the covenants described above under the caption "—Repurchase at the option of holders"); or

        (8)   make any change in the preceding amendment and waiver provisions.

        Notwithstanding the preceding, without the consent of any holder of notes, NRG, the Guarantors and the trustee may amend or supplement the indenture or the notes:

        (1)   to cure any ambiguity, mistake, defect or inconsistency;

        (2)   to provide for uncertificated notes in addition to or in place of certificated notes;

        (3)   to provide for the assumption of NRG's obligations to holders of notes in the case of a merger or consolidation or sale of all or substantially all of NRG's assets;

        (4)   to make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect the legal rights under any indenture of any such holder;

        (5)   to comply with requirements of the Commission in order to effect or maintain the qualification of any indenture under the Trust Indenture Act;

        (6)   to conform the text of the indenture or the notes to any provision of the "Description of the Notes" in the Offering Memorandum of the Company dated April 4, 2014, relating to the initial offering of the notes;

        (7)   to evidence and provide for the acceptance and appointment under the indenture of a successor trustee pursuant to the requirements thereof;

        (8)   to provide for the issuance of additional notes in accordance with the limitations set forth in the indenture as of the date hereof; or

        (9)   to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the notes.

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Satisfaction and discharge

        The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

        (1)   either:

        (a)   all such notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to NRG, have been delivered to the trustee for such notes for cancellation; or

        (b)   all such notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and NRG or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders of notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the notes not delivered to the trustee for cancellation for principal, premium and accrued interest to the date of maturity or redemption;

        (2)   no Default or Event of Default under such indenture has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which NRG or any Guarantor is a party or by which NRG or any Guarantor is bound;

        (3)   NRG or any Guarantor has paid or caused to be paid all sums payable by it under the indenture; and

        (4)   NRG has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be.

        In addition, NRG must deliver an officers' certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the trustee

        If the trustee becomes a creditor of NRG or any Guarantor, the indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however , if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue (if such indenture has been qualified under the Trust Indenture Act) or resign.

        The holders of a majority in principal amount of the notes that are outstanding will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to the provisions of the indenture, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of notes, unless such holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

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Additional information

        Anyone who receives this prospectus may obtain a copy of the indenture and the registration rights agreement without charge by writing to NRG Energy, Inc., 211 Carnegie Center, Princeton, NJ 08540, Attention: Investor Relations.

Certain definitions

        Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided  that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" have correlative meanings.

        "Applicable Laws" means, as to any Person, any law, rule, regulation, ordinance or treaty, or any determination, ruling or other directive by or from a court, arbitrator or other governmental authority, including the Electric Reliability Council of Texas, or any other entity succeeding thereto, in each case applicable to or binding on such Person or any of its property or assets or to which such Person or any of its property or assets is subject.

        "Applicable Premium" means, with respect to any note on any redemption date, the greater of:

        (1)   1.0% of the principal amount of such note; or

        (2)   the excess (if any) of:

        (A)  the present value at such redemption date of (i) the redemption price of such note at May 1, 2019 (such redemption price being set forth in the table appearing above under the caption "—Optional redemption") plus  (ii) all required interest payments due on the note through May 1, 2019 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

        (B)  the principal amount of the note.

        "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act. The terms "Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

        "Board of Directors" means:

        (1)   with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

        (2)   with respect to a partnership, the Board of Directors of the general partner of the partnership;

        (3)   with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

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        (4)   with respect to any other Person, the board or committee of such Person serving a similar function.

        "Capital Lease Obligation" means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

        "Capital Stock" means:

        (1)   in the case of a corporation, corporate stock;

        (2)   in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

        (3)   in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

        (4)   any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

        "Change of Control" means the occurrence of any of the following:

        (1)   the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of NRG and its Subsidiaries taken as a whole to any "person" (as that term is used in Section 13(d) of the Exchange Act, but excluding any employee benefit plan of NRG or any of its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of such plan);

        (2)   the adoption of a plan relating to the liquidation or dissolution of NRG;

        (3)   the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as defined above), other than a corporation owned directly or indirectly by the stockholders of NRG in substantially the same proportion as their ownership of stock of NRG prior to such transaction, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of NRG, measured by voting power rather than number of shares; or

        (4)   the first day on which a majority of the members of the Board of Directors of NRG are not Continuing Directors.

        "Change of Control Offer" has the meaning assigned to it in the indenture governing the notes.

        "Change of Control Triggering Event" means (i) a Change of Control has occurred and (ii) the notes are downgraded by either S&P or Moody's on any date during the period commencing 60 days prior to the consummation of such Change of Control and ending 60 days following consummation of such Change of Control.

        "Consolidated Cash Flow" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

        (1)   an amount equal to any extraordinary loss (including any loss on the extinguishment or conversion of Indebtedness or any net loss on the disposition of assets), to the extent such losses were deducted in computing such Consolidated Net Income; plus

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        (2)   provision for taxes based on income or profits of such Person and its Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

        (3)   the Fixed Charges of such Person and its Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

        (4)   any expenses or charges related to any equity offering, investment, acquisition, disposition, recapitalization or Indebtedness permitted to be incurred by the indenture including a refinancing thereof (whether or not successful), including such fees, expenses or charges related to the offering of the notes and the Credit Agreement, and deducted in computing Consolidated Net Income; plus

        (5)   any professional and underwriting fees related to any equity offering, investment, acquisition, recapitalization or Indebtedness permitted to be incurred under the indenture and, in each case, deducted in such period in computing Consolidated Net Income; plus

        (6)   the amount of any minority interest expense deducted in calculating Consolidated Net Income (less the amount of any cash dividends paid to the holders of such minority interests); plus

        (7)   any non-cash gain or loss attributable to mark to market adjustments in connection with Hedging Obligations;plus

        (8)   without duplication, any writeoffs, writedowns or other non-cash charges reducing Consolidated Net Income for such period, excluding any such charge that represents an accrual or reserve for a cash expenditure for a future period; plus

        (9)   all items classified as extraordinary, unusual or nonrecurring non-cash losses or charges (including, without limitation, severance, relocation and other restructuring costs), and related tax effects according to GAAP to the extent such non-cash charges or losses were deducted in computing such Consolidated Net Income; plus

        (10) depreciation, depletion, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash charges and expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Subsidiaries for such period to the extent that such depreciation, depletion, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus

        (11) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business; in each case, on a consolidated basis and determined in accordance with GAAP (including, without limitation, any increase in amortization or depreciation or other non-cash charges resulting from the application of purchase accounting in relation to any acquisition that is consummated after the Issue Date; minus

        (12) interest income for such period.

        "Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided  that:

        (1)   the Net Income of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions (including pursuant to other intercompany payments but excluding concurrent cash distributions) paid in cash to the specified Person or a Subsidiary of the Person;

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        (2)   the cumulative effect of a change in accounting principles will be excluded;

        (3)   any net after-tax non-recurring or unusual gains, losses (less all fees and expenses relating thereto) or other charges or revenue or expenses (including, without limitation, relating to severance, relocation and one-time compensation charges) shall be excluded;

        (4)   any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights to officers, directors or employees shall be excluded, whether under FASB 123R or otherwise;

        (5)   any net after-tax income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed or discontinued operations shall be excluded;

        (6)   any gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions shall be excluded; and

        (7)   any impairment charge or asset write-off pursuant to Financial Accounting Statement No. 142 and No. 144 or any successor pronouncement shall be excluded.

        "continuing" means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.

        "Continuing Director" means, as of any date of determination, any member of the Board of Directors of NRG who:

        (1)   was a member of such Board of Directors on the date of the indenture; or

        (2)   was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

        "Credit Agreement" means the Amended and Restated Credit Agreement, dated July 1, 2011, among NRG, the lenders party thereto, Citicorp North America, Inc., as administrative agent and collateral agent, and various other parties acting as joint bookrunner, joint lead arranger or in various agency capacities, as described in this prospectus under the heading "Description of Certain Other Indebtedness and Preferred Stock", as the same may be amended, restated, modified, renewed, refunded, replaced or refinanced from time to time.

        "Credit Facilities" means (i) one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case with banks or other institutional lenders or other counterparties providing for revolving credit loans, term loans, credit-linked deposits (or similar deposits) receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, (ii) debt securities sold to institutional investors and/or (iii) Hedging Obligations with any counterparties, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

        "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

        "Environmental CapEx Debt" means Indebtedness of NRG or any of its Subsidiaries incurred for the purpose of financing capital expenditures to the extent deemed reasonably necessary, as determined by NRG or any of its Subsidiaries, as applicable, in good faith and pursuant to prudent judgment, to comply with applicable Environmental Laws.

        "Environmental Laws" means all former, current and future federal, state, local and foreign laws (including common law), treaties, regulations, rules, ordinances and codes, and legally binding decrees,

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judgments, directives and orders (including consent orders), in each case, relating to protection of the environment, natural resources, occupational health and safety or the presence, release of, or exposure to, hazardous materials, substances or wastes, or the generation, manufacture, processing, distribution, use, treatment, storage, disposal, transport, recycling or handling of, or the arrangement for such activities with respect to, hazardous materials, substances or wastes.

        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Exempt Subsidiaries" means, collectively, NRG Ilion LP LLC, NRG Ilion Limited Partnership, Meriden Gas Turbine LLC, LSP-Nelson Energy LLC, NRG Nelson Turbines LLC, NRG Jackson Valley Energy I, Inc., NRG McClain LLC, NRG Audrain Holding LLC, NRG Audrain Generating LLC, NRG Peaker Finance Company LLC, Bayou Cove Peaking Power, LLC, Big Cajun I Peaking Power LLC, NRG Rockford LLC, NRG Rockford II LLC, NRG Rockford Equipment II LLC, NRG Sterlington Power LLC and NRG Rockford Acquisition LLC.

        "Existing Liens" means Liens on the property or assets of NRG and/or any of its Subsidiaries existing on the date of the indenture securing Indebtedness of NRG or any of its Subsidiaries (other than Liens incurred pursuant to clause (1) of the covenant described above under the caption "—Liens").

        "Fixed Charges" means, with respect to any specified Person for any period, the sum, without duplication, of:

        (1)   the consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus

        (2)   the consolidated interest of such Person and its Subsidiaries that was capitalized during such period;plus

        (3)   any interest accruing on Indebtedness of another Person that is Guaranteed by such Person or one of its Subsidiaries or secured by a Lien on assets of such Person or one of its Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

        (4)   the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Subsidiaries, other than dividends on Equity Interests payable in Equity Interests of NRG or to NRG or a Subsidiary of NRG, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP; minus

        (5)   interest income for such period.

        "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time; provided , however , that if any operating lease would be recharacterized as a capital lease due to changes in the accounting treatment of such operating leases under GAAP since the Issue Date, then solely with respect to the accounting treatment of any such lease, GAAP shall be interpreted as it was in effect on the Issue Date.

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        "Government Securities" means direct obligations of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) for the payment of which obligations or guarantees the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer's option.

        "Guarantee" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

        "Guarantors" means each of:

        (1)   NRG's Subsidiaries that Guarantee the notes on the date of the indenture, until such time as they are released pursuant to the provisions of the indenture; and

        (2)   any other Subsidiary that executes a Subsidiary Guarantee in accordance with the provisions of the indenture;

and their respective successors and assigns.

        "Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under:

        (1)   currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements, and

        (2)   (i) agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates, commodity prices or commodity transportation or transmission pricing or availability; (ii) any netting arrangements, power purchase and sale agreements, fuel purchase and sale agreements, swaps, options and other agreements, in each case, that fluctuate in value with fluctuations in energy, power or gas prices; and (iii) agreements or arrangements for commercial or trading activities with respect to the purchase, transmission, distribution, sale, lease or hedge of any energy related commodity or service.

        "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables, except as provided in clause (5) below), whether or not contingent:

        (1)   in respect of borrowed money;

        (2)   evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

        (3)   in respect of banker's acceptances;

        (4)   representing Capital Lease Obligations in respect of sale and leaseback transactions;

        (5)   representing the balance of deferred and unpaid purchase price of any property or services with a scheduled due date more than six months after such property is acquired or such services are completed; or

        (6)   representing the net amount owing under any Hedging Obligations, if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP.

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        In addition, the term "Indebtedness" includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person; provided  that the amount of such Indebtedness shall be deemed not to exceed the lesser of the amount secured by such Lien and the value of the Person's property securing such Lien.

        "issue date" means April 21, 2014.

        "Lien" means, with respect to any asset:

        (1)   any mortgage, deed of trust, deed to secure debt, lien (statutory or otherwise), pledge, hypothecation, encumbrance, restriction, collateral assignment, charge or security interest in, on or of such asset;

        (2)   the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; and

        (3)   in the case of Equity Interests or debt securities, any purchase option, call or similar right of a third party with respect to such Equity Interests or debt securities.

        "Moody's" means Moody's Investors Service, Inc. or any successor entity.

        "Necessary CapEx Debt" means Indebtedness of NRG or any of its Subsidiaries incurred for the purpose of financing capital expenditures (other than capital expenditures financed by Environmental CapEx Debt) that are required by Applicable Laws or are undertaken for health and safety reasons. The term "Necessary CapEx Debt" does not include any Indebtedness incurred for the purpose of financing capital expenditures undertaken primarily to increase the efficiency of, expand or re-power any power generation facility.

        "Net Income" means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends or accretion, excluding, however:

        (1)   any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with the disposition of any securities by such Person or any of its Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Subsidiaries; and

        (2)   any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss.

        "Non-Recourse Debt" means Indebtedness as to which neither NRG nor any of its Subsidiaries is liable as a guarantor or otherwise.

        "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

        "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

        "Principal Property" means any building, structure or other facility, and all related property, plant or equipment or other long-term assets used or useful in the ownership, development, construction or operation of such building, structure or other facility owned or leased by NRG or any Guarantor and having a net book value in excess of 2.0% of Total Assets, except any such building, structure or other facility (or related property, plant or equipment) that in the opinion of the Board of Directors is not of material importance to the business conducted by NRG and its consolidated Subsidiaries, taken as a whole.

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        "Pro Forma Cost Savings" means, without duplication, with respect to any period, reductions in costs and related adjustments that have been actually realized or are projected by NRG's Chief Financial Officer in good faith to result from reasonably identifiable and factually supportable actions or events, but only if such reductions in costs and related adjustments are so projected by NRG to be realized during the consecutive four-quarter period commencing after the transaction giving rise to such calculation.

        "Project Debt" means Indebtedness of one or more Project Subsidiaries incurred for the purpose of holding, constructing or acquiring power generation facilities or related or ancillary assets or properties; provided  that NRG is not liable with respect to such Indebtedness except to the extent of a non-recourse pledge of equity interests in one or more Project Subsidiaries.

        "Project Subsidiary" means any Subsidiary of NRG held for the purpose of holding, constructing or acquiring power generation facilities or related or ancillary assets or properties and any Subsidiary of NRG whose assets consist primarily of equity interests in one or more other Project Subsidiaries; provided  that a Subsidiary will cease to be a Project Subsidiary if it Guarantees any Indebtedness of NRG other than obligations of NRG related to Project Debt of one or more Project Subsidiaries.

        "Refinancing Liens" means Liens granted in connection with amending, extending, modifying, renewing, replacing, refunding or refinancing in whole or in part any Indebtedness secured by Liens described in clauses (2) through (10) of the covenant described above under the caption "—Liens"; provided  that Refinancing Liens do not (a) extend to property or assets other than property or assets of the type that were subject to the original Lien or (b) secure Indebtedness having a principal amount in excess of the amount of Indebtedness being extended, renewed, replaced or refinanced, plus the amount of any fees and expenses (including premiums) related to any such extension, renewal, replacement or refinancing.

        "S&P" means Standard & Poor's Ratings Group or any successor entity.

        "Secured Leverage Ratio" means, as of any date of determination (for purposes of this definition, the "Calculation Date"), the ratio of (a) the Total Secured Debt as of such date to (b) the Consolidated Cash Flow of NRG for the four most recent full fiscal quarters ending immediately prior to such date for which financial statements are publicly available. For purposes of making the computation referred to above:

        (1)   investments and acquisitions that have been made by NRG or any of its Subsidiaries, including through mergers or consolidations, or any Person or any of its Subsidiaries acquired by NRG or any of its Subsidiaries, and including any related financing transactions and including increases in ownership of Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect (in accordance with Regulation S-X under the Securities Act, but including all Pro Forma Cost Savings) as if they had occurred on the first day of the four-quarter reference period;

        (2)   the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;

        (3)   any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during such four-quarter period; and

        (4)   any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during such four-quarter period.

        "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of the indenture.

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        "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of the indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

        "Subsidiary" means, with respect to any specified Person:

        (1)   any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders' agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

        (2)   any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

        "Subsidiary Guarantee" means the Guarantee by each Guarantor of NRG's obligations under the indenture and on the notes, executed pursuant to the provisions of the indenture.

        "Total Assets" means the total consolidated assets of NRG and its Subsidiaries determined on a consolidated basis in accordance with GAAP, as shown on the most recent balance sheet of NRG.

        "Total Secured Debt" means, as of any date of determination, the aggregate principal amount of Indebtedness of NRG and the Guarantors outstanding on such date that is secured by a Lien on any property or assets of NRG or any of the Guarantors (including Capital Stock of Subsidiaries of NRG or Indebtedness of Subsidiaries of NRG); provided  that (i) Total Secured Debt will include only the amount of payments that NRG or any of the Guarantors would be required to make, on the date Total Secured Debt is being determined, in the event of any early termination or similar event on such date of determination and (ii) for the avoidance of doubt, Total Secured Debt will not include the undrawn amount of any outstanding letters of credit.

        "Treasury Rate" means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to May 1, 2019; provided , however , that if the period from the redemption date to May 1, 2019 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

        "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

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BOOK-ENTRY, DELIVERY AND FORM

        The Exchange Notes will be initially represented by one or more global notes in fully registered form without interest coupons (the "Global Notes"). The Global Notes will be deposited with the trustee, as custodian for DTC, in New York, New York, and registered in the name of DTC or its nominee, in each case for the credit to an account of a direct or indirect participant in DTC as described below. We expect that, pursuant to procedures established by DTC, (i) upon the issuance of the Global Notes, DTC or its custodian will credit, on its internal system, the principal amount at maturity of the individual beneficial interests represented by such Global Notes to the respective accounts of persons who have accounts with such depositary ("participants") and (ii) ownership of beneficial interests in the Global Notes will be shown on, and the transfer of such ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Such accounts initially will be designated by or on behalf of the initial purchasers and ownership of beneficial interests in the Global Notes will be limited to participants or persons who hold interests through participants. Holders may hold their interests in the Global Notes directly through DTC if they are participants in such system, or indirectly through organizations that are participants in such system.

        So long as DTC or its nominee is the registered owner or holder of the notes, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the notes represented by such Global Notes for all purposes under the indenture. No beneficial owner of an interest in the Global Notes will be able to transfer that interest except in accordance with DTC's procedures, in addition to those provided for under the indenture with respect to the notes.

        Payments of the principal of, premium (if any), and interest on, the Global Notes will be made to DTC or its nominee, as the case may be, as the registered owner thereof. None of the Issuer, the trustee or any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest.

        We expect that DTC or its nominee, upon receipt of any payment of principal of, premium (if any), and interest on the Global Notes, will credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the Global Notes as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in the Global Notes held through such participants will be governed by standing instructions and customary practice, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.

        Transfers between participants in DTC will be effected in the ordinary way through DTC's same-day funds system in accordance with DTC rules and will be settled in same-day funds.

        DTC has advised us that it will take any action permitted to be taken by a holder of notes (including the presentation of notes for exchange as described below) only at the direction of one or more participants to whose account the DTC interests in the Global Notes are credited and only in respect of such portion of the aggregate principal amount of notes as to which such participant or participants has or have given such direction. However, if there is an event of default under the indenture governing the notes, DTC will exchange the global notes for Certificated Notes (as defined below), which it will distribute to its participants.

        DTC has advised us as follows: DTC is a limited-purpose trust company organized under New York banking law, a "banking organization" within the meaning of the New York banking law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York

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Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and provides asset servicing for issues of U.S. and non-U.S. equity, corporate and municipal debt issues that participants deposit with DTC. DTC also facilitates the post-trade settlement among participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between participants' accounts. This eliminates the need for physical movement of securities certificates. Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to the DTC system is also available to indirect participants such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

        Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the Global Notes among participants of DTC, it is under no obligation to perform such procedures, and such procedures may be discontinued at any time. None of us, the trustee or any paying agent will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Certificated Securities

        A Global Note is exchangeable for certificated notes in fully registered form without interest coupons ("Certificated Securities") only in the following limited circumstances:

•
DTC notifies us that it is unwilling or unable to continue as depositary for the Global Notes and we fail to appoint a successor depositary within 90 days of such notice, or

•
there shall have occurred and be continuing an event of default with respect to the notes under the indenture and DTC shall have requested the issuance of Certificated Securities.

        The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer the notes is and will be limited to such extent.

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CERTAIN FEDERAL INCOME TAX CONSEQUENCES

        The following is a summary of certain United States federal income tax considerations relating to the exchange of Old Notes for Exchange Notes in the exchange offer. It does not contain a complete analysis of all the potential tax considerations relating to the exchange. This summary is limited to holders of Old Notes who hold the Old Notes as "capital assets" (in general, assets held for investment). Special situations, such as the following, are not addressed:

•
tax consequences to holders who may be subject to special tax treatment, such as tax-exempt entities, dealers in securities or currencies, banks, other financial institutions, insurance companies, regulated investment companies, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings or corporations that accumulate earnings to avoid United States federal income tax;

•
tax consequences to persons holding notes as part of a hedging, integrated, constructive sale or conversion transaction or a straddle or other risk reduction transaction;

•
tax consequences to holders whose "functional currency" is not the United States dollar;

•
tax consequences to persons who hold notes through a partnership or similar pass-through entity;

•
United States federal gift tax, estate tax or alternative minimum tax consequences, if any; or

•
any state, local or non-United States tax consequences.

        The discussion below is based upon the provisions of the United States Internal Revenue Code of 1986, as amended, existing and proposed Treasury regulations promulgated thereunder, and rulings, judicial decisions and administrative interpretations thereunder, as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income tax consequences different from those discussed below.

Consequences of tendering Old Notes

        The exchange of your Old Notes for Exchange Notes in the exchange offer should not constitute an exchange for United States federal income tax purposes because the Exchange Notes should not be considered to differ materially in kind or extent from the Old Notes. Accordingly, the exchange offer should have no United States federal income tax consequences to you if you exchange your Old Notes for Exchange Notes. For example, there should be no change in your tax basis and your holding period should carry over to the Exchange Notes. In addition, the United States federal income tax consequences of holding and disposing of your Exchange Notes should be the same as those applicable to your Old Notes.

        The preceding discussion of certain United States federal income tax considerations of the exchange offer is for general information only and is not tax advice. Accordingly, each investor should consult its own tax advisor as to particular tax consequences to it of exchanging Old Notes for Exchange Notes, including the applicability and effect of any state, local or foreign tax laws, and of any proposed changes in applicable laws.

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PLAN OF DISTRIBUTION

        Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of Exchange Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker or dealer in connection with resales of Exchange Notes received in exchange for Old Notes if the Old Notes were acquired as a result of market-making activities or other trading activities.

        We have agreed to make this prospectus, as amended or supplemented, available to any broker-dealer to use in connection with any such resale for a period of at least one year after the expiration date. In addition, until (90 days after the date of this prospectus), all broker-dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus.

        We will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions:

•
in the over-the-counter market;

•
in negotiated transactions; or

•
through the writing of options on the Exchange Notes or a combination of such methods of resale.

•
These resales may be made:

•
at market prices prevailing at the time of resale;

•
at prices related to such prevailing market prices; or

•
at negotiated prices.

        Any such resale may be made directly to purchasers or to or through brokers or dealers. Brokers or dealers may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Notes. Any broker or dealer that resells Exchange Notes that were received by it for its own account in the exchange offer may be deemed to be an underwriter within the meaning of the Securities Act.

        Any profit on any resale of Exchange Notes and any commissions or concessions received by any broker or dealer may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        Furthermore, any broker-dealer that acquired any of its Old Notes directly from us and any broker or dealer that participates in a distribution of the Exchange Notes:

•
may not rely on the applicable interpretation of the Staff of the SEC's position contained in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan, Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1993) and therefore may not participate in the exchange offer; and

•
must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the Old Notes.

        For a period of one year after the expiration of the exchange offer we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests those documents in the letter of transmittal. We have agreed to pay all expenses incident to performance of our obligations in connection with the exchange offer, other than commissions or concessions of any brokers or dealers. We will indemnify the holders of the Exchange Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act, and will contribute to payments that they may be required to make in request thereof.

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LEGAL MATTERS

        Certain legal matters relating to the validity of the Exchange Notes will be passed upon for us by Kirkland & Ellis LLP, Chicago, Illinois. Certain matters of Minnesota law will be passed on by Stinson Leonard Street LLP, Minneapolis, Minnesota. Certain matters of Texas law will be passed on by Andrews Kurth LLP, Houston, Texas. Certain matters of Oregon law will be passed on by Perkins Coie LLP, Portland, Oregon. Certain matters of Vermont law will be passed on by Paul Frank + Collins P.C., Burlington, Vermont.
EXPERTS

        The consolidated financial statements and schedules of NRG Energy, Inc. as of December 31, 2013 and 2012, and for each of the years in the three-year period ended December 31, 2013, and management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2013 have been incorporated by reference herein upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

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NRG Energy, Inc.

Exchange Offer for
$1,000,000,000
6.25% Senior Notes due 2024

PROSPECTUS

                                    , 2014

        We have not authorized any dealer, salesperson or other person to give any information or represent anything to you other than the information contained in this prospectus. You may not rely on unauthorized information or representations.

        This prospectus does not offer to sell or ask for offers to buy any of the securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities.

        The information in this prospectus is current only as of the date on its cover, and may change after that date. For any time after the cover date of this prospectus, we do not represent that our affairs are the same as described or that the information in this prospectus is correct, nor do we imply those things by delivering this prospectus or selling securities to you.

        Until                        , 2015, all dealers that effect transactions in these securities, whether or not participating in the exchange offer may be required to deliver a prospectus. This is in addition to the dealers' obligations to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers.

Delaware

        Section 145 of the Delaware General Corporation Law (the "DGCL") authorizes a corporation, subject to the procedures and limitations stated therein, to indemnify its directors, officers, employees and agents against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement reasonably incurred provided they act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, they had no reasonable cause to believe their conduct was unlawful. In the case of proceedings brought by or on behalf of the corporation, indemnification is limited to expenses and is not permitted if the individual is adjudged liable to the corporation, unless the court determines otherwise. The statute provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise.

        Article NINE of our Amended and Restated Certificate of Incorporation provides for the limitation of liability of directors and for the indemnification of directors and officers. Article NINE states that to the fullest extent permitted by the DGCL, and except as otherwise provided in our by-laws, (i) no director of the Company shall be liable to the Company or its stockholders for monetary damages arising from a breach of fiduciary duty owed to the Company or its stockholders; and (ii) the Company shall indemnify its officers and directors.

        Set forth below are material provisions of Article FIVE of our Second Amended and Restated By-laws that authorize the indemnification of directors and officers:

•
Section 1 of Article FIVE provides that our directors and officers shall be indemnified and held harmless by the Company to the fullest extent authorized by the DGCL. In addition, this right of indemnification continues to persons who have ceased to be our directors or officers and to his or her heirs, executors and administrators; provided, however, that, except with respect to proceedings to enforce rights to indemnification, the Company shall not indemnify any such indemnitee in connection with a proceeding initiated by such indemnitee except to the extent such proceeding was authorized in writing by the Board of Directors of the Company.

•
Section 3 of Article FIVE provides that the Company may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee or agent of the Company against any expense, liability or loss asserted against him or her and incurred by him or her in any such capacity, whether or not the Company would have the power to indemnify such person against such expenses, liability or loss under the DGCL.

•
Section 5 of Article FIVE provides that the rights to indemnification conferred in Article FIVE of our by-laws and in our certificate of incorporation shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

        The charter documents of each of NRG Generation Holdings, Inc. and Texas Genco Financing Corp. provide for the indemnification of directors and officers to the fullest extent authorized by the DGCL.

        The bylaws of NRG Generation Holdings, Inc. provide, subject to certain exceptions, for the indemnification of all current and former directors, officers, employees or agents against expenses, judgments, fines and amounts paid in connection with actions (other than actions by or in the right of the corporation for which the person seeking indemnification has been adjudicated liable to the

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corporation) taken against such person by reason of the fact that he or she was a director, officer, employee or agent of the corporation. The bylaws of Texas Genco Financing Corp. provide, subject to certain exceptions, for the indemnification of all current and former directors, officers, employees or agents against expenses, judgments, fines and amounts paid in connection with actions to which such person is a party by reason of the fact that he or she was a director, officer, employee or agent of the corporation, except that the corporation shall be required to indemnify a person for an action initiated by that person only if the proceeding was authorized by the board of directors. The bylaws of Green Mountain Energy Company, Indian River Operations Inc., NRG Affiliate Services Inc., NRG Arthur Kill Operations Inc., NRG Astoria Gas Turbine Operations Inc., NRG Cabrillo Power Operations Inc., NRG Connecticut Affiliate Services Inc., NRG Development Company Inc., NRG Devon Operations Inc., NRG Dunkirk Operations, Inc., NRG El Segundo Operations Inc., NRG Huntley Operations Inc., 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 Services Corporation, NRG Saguaro Operations Inc., NRG Energy Services International, Inc., NRG South Central Affiliate Services Inc., NRG South Central Operations Inc., NRG Western Affiliate Services Inc., O'Brien Cogeneration, Inc. II, Somerset Operations Inc. and Vienna Operations, Inc. provide generally for the indemnification of directors and officers to the fullest extent authorized by the DGCL, except that the corporation shall be required to indemnify a person for an action initiated by that person only if the proceeding was authorized by the board of directors.

        Section 18-108 of the Delaware Limited Liability Company Act provides that a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

        The limited liability company agreements of each of Arthur Kill Power LLC, Astoria Gas Turbine Power LLC, Conemaugh Power LLC, Bayou Cove Peaking Power, LLC, Connecticut Jet Power LLC, Devon Power LLC, Dunkirk Power LLC, Huntley Power LLC, Indian River Power LLC, Keystone Power LLC, Middletown Power LLC, Montville Power LLC, NEO Chester-Gen LLC, NEO Freehold-Gen LLC, Norwalk Power LLC, NRG Bayou Cove LLC, NRG California Peaker Operations LLC, NRG Ilion LP LLC, NRG International LLC, NRG New Roads Holdings LLC, NRG Rockford Acquisition LLC, NRG South Central Generating LLC, NRG West Coast LLC, Oswego Harbor Power LLC, Saguaro Power LLC, San Juan Mesa Wind Project II, LLC, Somerset Power LLC and Vienna Power LLC provide, to the fullest extent permitted under Delaware law, that the companies may indemnify any member, manager, officer, employee or agent of the companies from and against any and all claims and demands arising by reason of the fact that such person is, or was, a member, manager, officer, employee or agent of the companies, provided the person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the company.

        The limited liability company agreements of each of Cabrillo Power I LLC, Cabrillo Power II LLC, El Segundo Power, LLC, NRG Energy Labor Services LLC, NRG Energy Services Group LLC, NRG SimplySmart Solutions LLC and WCP (Generation) Holdings LLC provide that the companies shall indemnify each member representative from any claims asserted by or on behalf of any person that are attributable to such representative's service on the management committee, other than such claims arising out of the fraud or willful misconduct of such representative.

        The limited liability company agreements of each of GCP Funding Company LLC, Louisiana Generating LLC, New Genco GP LLC, Texas Genco LP, LLC and Texas Genco Operating Services LLC provide that the companies shall, to the fullest extent permitted by Delaware law, indemnify any member, officer, or their respective affiliates or agents, for any loss, damage or claim incurred by such person by reason of any act or omission performed or omitted by such person in good

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faith on behalf of the company and in a manner reasonably believed to be within the scope of the authority conferred on such member or officer by the limited liability company agreement.

        The limited liability company agreements of each of Energy Alternatives Wholesale, LLC, Energy Plus Holdings LLC, Everything Energy LLC, Gregory Partners, LLC, Gregory Power Partners, LLC, Independence Energy Alliance LLC, Independence Energy Group LLC, Independence Energy Natural Gas LLC, NRG Cedar Bayou Development Company LLC, NRG Business Solutions LLC, NRG Connected Home LLC, NRG Construction LLC, NRG Curtailment Solutions LLC, NRG Dispatch Services LLC, NRG Distributed Generation PR LLC, NRG Energy Efficiency-L LLC, NRG Energy Efficiency-P LLC, NRG Home & Business Solutions LLC, NRG Home Solutions LLC, NRG Home Solutions Product LLC, NRG Homer City Services LLC, NRG HQ DG LLC, NRG Identity Protect LLC, NRG Maintenance Services LLC, NRG Portable Power LLC, NRG Power Marketing LLC, NRG Reliability Solutions LLC, NRG Renter's Protection LLC, NRG Retail Northeast LLC, NRG Security LLC, NRG Texas LLC, NRG Texas Power LLC, NRG Texas Gregory LLC, NRG Warranty Services LLC, Reliant Energy Northeast LLC, West Coast Power LLC and US Retailers LLC provide that the companies shall, to the fullest extent permitted by Delaware law, indemnify any member, manager, or their respective affiliates or agents, for any losses arising from any actions in which the covered person is involved by reason of the covered person's relation to the company. The covered persons shall not be entitled to indemnification with respect to any claim with respect to which the covered person has engaged in fraud, willful misconduct, bad faith or gross negligence, or with respect to any claim brought by the covered person unless authorized by the board.

        The limited liability company agreement of Meriden Gas Turbines LLC provides that the companies shall indemnify any member, officer, or their respective affiliates or agents, against any claims that arise out of, related to or are otherwise attributable to, directly or indirectly, a breach by the member of the limited liability company agreement, and for the negligence, gross negligence or willful misconduct of the member in connection with the agreement.

        Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other persons from and against any and all claims and demands whatsoever.

California

        Section 317 of the California General Corporation Law ("CAGCL") authorizes a court to award, or a corporation to grant, indemnity to officers, directors and other agents for reasonable expenses incurred in connection with the defense or settlement of an action by or in the right of the corporation or in a proceeding by reason of the fact that the person is or was an officer, director, or agent of the corporation. Indemnity is available where the person party to a proceeding or action acted in good faith and in a manner reasonably believed to be in the best interests of the corporation and its shareholders and, with respect to criminal actions, had no reasonable cause to believe his conduct was unlawful. To the extent a corporation's officer, director or agent is successful on the merits in the defense of any proceeding or any claim, issue or related matter, that person shall be indemnified against expenses actually and reasonably incurred. Under Section 317 of the CAGCL, expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of the proceeding upon receipt of any undertaking by or on behalf of the officer, director, employee or agent to repay that amount if it is ultimately determined that the person is not entitled to be indemnified. Indemnifications are to be made by a majority vote of a quorum of disinterested directors, or by approval of members not including those persons to be indemnified, or by the court in which such proceeding is or was pending upon application made by either the corporation, the agent, the attorney, or other person rendering services in connection with the defense. The indemnification provided by Section 317 is not exclusive of any other rights to which those seeking indemnification may be entitled.

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        Section 17155 of the Beverly-Killea Limited Liability Company Act, which provides that, except for a breach of certain fiduciary duties, the articles of organization or written operating agreement of a limited liability company may provide for indemnification of any person, including, without limitation, any manager, member, officer, employee or agent of the limited liability company, against judgments, settlements, penalties, fines or expenses of any kind incurred as a result of acting in that capacity.

        The limited liability company agreement of Eastern Sierra Energy Company LLC is silent regarding indemnification of directors and officers.

New York

        Section 724 of the Business Corporation Law of the State of New York (the "NYBSC") provides that notwithstanding the failure of a corporation to provide indemnification, indemnification shall be awarded by a court to the extent authorized under the NYBSC. Application therefor may be made, in every case, either: (1) in the civil action or proceeding in which the expenses were incurred or other amounts were paid, or (2) to the supreme court in a separate proceeding, in which case the application shall set forth the disposition of any previous application made to any court for the same or similar relief and also reasonable cause for the failure to make application for such relief in the action or proceeding in which the expenses were incurred or other amounts were paid. Where indemnification is sought by judicial action, the court may allow a person such reasonable expenses, including attorneys' fees, during the pendency of the litigation as are necessary in connection with his defense therein, if the court shall find that the defendant has by his pleadings or during the course of the litigation raised genuine issues of fact or law.

        The amended and restated bylaws of Ace Energy, Inc., BidURenergy, Inc. and Energy Curtailment Specialists, Inc. are silent regarding indemnification of directors and officers.

Minnesota

        Section 302A.521 of the Minnesota Business Corporation Act provides that a corporation shall indemnify any person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of such person, under certain circumstances and subject to certain conditions and limitations as stated therein and set forth in the articles of incorporation or bylaws of such corporation, against judgments, penalties, fines (including, without limitation, excise taxes assessed against such person with respect to any employee benefit plan), settlements and reasonable expenses (including attorneys' fees and disbursements incurred by such person in connection with the proceeding) if, with respect to the acts or omissions of such person complained of in the proceeding, such person: has not been indemnified therefor by another organization or employee benefit plan, acted in good faith, received no improper personal benefit and, in the case of a conflict of interest, any requirements relating to directors' conflicts of interest as set forth under the Minnesota Statutes Section 302A.255, as applicable, have been satisfied, in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful, and reasonably believed that the conduct was in the best interests of the corporation or reasonably believed that the conduct was not opposed to the best interests of the corporation.

        The bylaws of NEO Corporation provide that the corporation shall indemnify any person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person acting for the corporation or acting in an official capacity with another entity at the direction or request of the corporation, according to the terms and under the procedures provided in Minnesota Statutes Section 302A.

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Oregon

        The Oregon Business Corporation Act (the "OBCA") permits a corporation to include in its articles of incorporation a provision limiting or eliminating personal liability of a director to the corporation and its shareholders for monetary damages for conduct as a director, except for (a) any breach of the director's duty of loyalty to the corporation or its shareholders; (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) any unlawful distribution; and (d) any transaction from which the director derived an improper personal benefit. The OBCA permits indemnification of officers and directors of the Registrant under certain conditions and subject to certain limitations. Section 60.411 of the OBCA also provides that a corporation has the power to purchase and maintain insurance on behalf of an individual against any liability asserted against or incurred by the individual who is or was a director, officer, employee or agent of the corporation or who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, even if the corporation had no power to indemnify the individual against such liability under the provisions of Sections 60.391 or 60.394.

        The bylaws of ONSITE Energy, Inc. provide that the corporation shall indemnify to the fullest extent permitted by the OBCA any person against any proceeding by reason of the fact that the person is or was a director of the corporation or serves at the request of an officer or director of the corporation.

Texas

        Article 2.02-1 of the Texas Business Corporation Act ("TXBCA") authorizes a Texas corporation to indemnify a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding, including any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative, or investigative because the person is or was a director. The TXBCA provides that unless a court of competent jurisdiction determines otherwise, indemnification is permitted only if it is determined that the person (1) conducted himself in good faith; (2) reasonably believed (a) in the case of conduct in his official capacity as a director of the corporation, that his conduct was in the corporation's best interests; and (b) in all other cases, that his conduct was at least not opposed to the corporation's best interests; and (3) in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. A person may be indemnified under Article 2.02-1 of the TXBCA against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually incurred by the person (including court costs and attorneys' fees), but if the person is found liable to the corporation or is found liable on the basis that personal benefit was improperly received by him, the indemnification is limited to reasonable expenses actually incurred and shall not be made in respect of any proceeding in which the person has been found liable for willful or intentional misconduct in the performance of his duty to the corporation. A corporation is obligated under Article 2.02-1 of the TXBCA to indemnify a director or officer against reasonable expenses incurred by him in connection with a proceeding in which he is named defendant or respondent because he is or was director or officer if he has been wholly successful, on the merits or otherwise, in the defense of the proceeding. Under Article 2.02-1 of the TXBCA a corporation may (1) indemnify and advance expenses to an officer, employee, agent or other persons who are or were serving at the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another entity to the same extent that it may indemnify and advance expenses to its directors, (2) indemnify and advance expenses to directors and such other persons identified in (1) to such further extent, consistent with law, as may be provided in the corporation's articles of incorporation, bylaws, action of its board of directors, or contract or as permitted by common law and (3) purchase and maintain insurance or another arrangement on behalf

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of directors and such other persons identified in (1) against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person.

        The bylaws of Texas Genco Holdings, Inc. provide for indemnification of directors and officers to the fullest extent permissible under Texas law. The bylaws also provide the company may indemnify any other agent of the company in connection with their agency to the fullest extent permissible under Texas law. The certificates of incorporation of Cirro Energy Services, Inc. and Cirro Group, Inc. provide for indemnification of directors and officers to the fullest extent permissible under Texas law.

        Article 2.20 of the Texas Limited Liability Company Act authorizes a limited liability company to indemnify members and managers, officers, and other persons and purchase and maintain liability insurance for such persons. To the extent that at law or in equity, a member, manager, officer, or other person has duties (including fiduciary duties) and liabilities relating thereto to a limited liability company or to another member or manager, such duties and liabilities may be expanded or restricted by provisions in the regulations.

        The regulations of Texas Genco GP, LLC provide for indemnification of members, managers, officers, employees or agents of the company to the full extent permissible under Texas law who are party to any action by reason of the indemnitee's relation to the company, provided the indemnitee acted in good faith and in a manner the indemnitee reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, did not have reasonable cause to believe the indemnitee's conduct was unlawful. The limited liability company agreements of Allied Warranty LLC, Forward Home Security, LLC and Lone Star A/C & Appliance Repair, LLC provide for the indemnification of any member, manager, or their respective affiliates or agents, for any losses arising from any actions in which the covered person is involved by reason of the covered person's relation to the company. The covered persons shall not be entitled to indemnification with respect to any claim with respect to which the covered person has engaged in fraud, willful misconduct, bad faith or gross negligence, or with respect to any claim brought by the covered person unless authorized by the board.

        Article 11 of the Texas Revised Limited Partnership Act ("TRLPA") provides for the indemnification of a general partner, limited partner, employee or agent by the limited partnership under certain circumstances against expenses and liabilities incurred in legal proceedings involving such persons because of their being or having been a general partner, limited partner, employee or agent of the limited partnership. Under the TRLPA, a limited partnership may purchase insurance on behalf of a general partner, limited partner, employee or agent of the limited partnership against any liability incurred regardless of whether the person could be indemnified under the TLRPA.

        The limited partnership agreements of NRG South Texas LP and Texas Genco Services, LP provide for the indemnification of any general partner, limited partner, employee or agent of the partnership to the fullest extent permissible under Texas law in any action to which the indemnitee becomes, or is threatened to be made, a respondent or defendant because of the indemnitee's relation to the partnership. The partnerships may also purchase insurance against any liabilities incurred with regard to a general partner, limited partner, employee or agent.

Vermont

        The Vermont Business Corporation Act (11A Section 8.51, Section 8.52, Section 8.54, Section 8.55 and Section 8.56) provides that a corporation may indemnify an individual party to a proceeding if such individual was a director who conducted himself in good faith or the director believed his conduct was in the best interests of the corporation.

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        The bylaws of Energy Protection Insurance Company provide for indemnification of parties to the fullest extent permissible under the Vermont Business Corporation Act and satisfies certain standards of conduct.

Item 21.    Exhibits.

        Reference is made to the attached Exhibit Index.

Item 22.    Undertakings.

        (a)   Each of the undersigned registrants hereby undertakes:

        (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the Securities Act;

         (ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

        (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

        (2)   That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (4)   That, for the purpose of determining liability under the Securities Act to any purchaser:

          (i)  Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement;

         (ii)  Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering

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made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; and

        (iii)  Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

        (5)   That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i)  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

         (ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

        (iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

        (b)   Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

        (c)   Each of the undersigned registrants hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of such annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by

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reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (d)   Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions referred to in Item 15, or otherwise, each of the registrants has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by such registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        (e)   The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        (f)    The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Energy, Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG ENERGY, INC.	

 	
By:	
 	
/s/ DAVID CRANE

	
 	 	 	 	Name:	 	David Crane	
 	 	 	 	Title:	 	President and Chief Executive Officer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

 	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer (principal accounting officer)	

/s/ HOWARD E. COSGROVE

Howard E. Cosgrove	
 	
Chairman of the Board of Directors	
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Signature	 	Title	

 	

/s/ EDWARD R. MULLER

Edward R. Muller	
 	
Vice Chairman of the Board of Directors	

/s/ E. SPENCER ABRAHAM

E. Spencer Abraham	
 	
Director	

Kirbyjon H. Caldwell	
 	
Director	

/s/ LAWRENCE S. COBEN

Lawrence S. Coben	
 	
Director	

/s/ TERRY G. DALLAS

Terry G. Dallas	
 	
Director	

William E. Hantke	
 	
Director	

/s/ PAUL W. HOBBY

Paul W. Hobby	
 	
Director	

/s/ ANNE C. SCHAUMBURG

Anne C. Schaumburg	
 	
Director	

Evan J. Silverstein	
 	
Director	

/s/ THOMAS H. WEIDEMEYER

Thomas H. Weidemeyer	
 	
Director	

/s/ WALTER R. YOUNG

Walter R. Young	
 	
Director	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Ace Energy, Inc., a New York corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	ACE ENERGY, INC.	

 	
By:	
 	
/s/ GAETAN FROTTE

	
 	 	 	 	Name:	 	Gaetan Frotte	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ ELIZABETH R. KILLINGER

Elizabeth R. Killinger	
 	
Sole Director	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Allied Warranty LLC, a Texas limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	ALLIED WARRANTY LLC	

 	
By:	
 	
/s/ GAETAN FROTTE

	
 	 	 	 	Name:	 	Gaetan Frotte	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG HOME SOLUTIONS LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ GAETAN FROTTE

	 	 	
 	 	Name:	 	Gaetan Frotte	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Arthur Kill Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	ARTHUR KILL POWER LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
II-14

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Astoria Gas Turbine Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, December 11, 2014.
 	 	 	 	 	 	 	
 	 	ASTORIA GAS TURBINE POWER LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
II-15

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Bayou Cove Peaking Power, LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, December 11, 2014.
 	 	 	 	 	 	 	
 	 	BAYOU COVE PEAKING POWER, LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG BAYOU COVE LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Treasurer	 	 	
II-16

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, BidURenergy, Inc., a New York corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	BIDURENERGY, INC.	

 	
By:	
 	
/s/ GAETAN FROTTE

	
 	 	 	 	Name:	 	Gaetan Frotte	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ ELIZABETH R. KILLINGER

Elizabeth R. Killinger	
 	
Sole Director	
II-17

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Cabrillo Power I LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	CABRILLO POWER I LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

WEST COAST POWER LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Treasurer	 	 	
II-18

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Cabrillo Power II LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	CABRILLO POWER II LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

WEST COAST POWER LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Treasurer	 	 	
II-19

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Carbon Management Solutions LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	CARBON MANAGEMENT SOLUTIONS LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
II-20

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Cirro Energy Services, Inc., a Texas corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	CIRRO ENERGY SERVICES, INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ ELIZABETH R. KILLINGER

Elizabeth R. Killinger	
 	
Director	
II-21

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Cirro Group, Inc., a Texas corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	CIRRO GROUP, INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ ELIZABETH R. KILLINGER

Elizabeth R. Killinger	
 	
Director	
II-22

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Clean Edge Energy LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	CLEAN EDGE ENERGY LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG POWER MARKETING LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
II-23

Table of Contents
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Conemaugh Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	CONEMAUGH POWER LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
II-24

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Connecticut Jet Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	CONNECTICUT JET POWER LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
II-25

Table of Contents
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Cottonwood Development LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	COTTONWOOD DEVELOPMENT LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG SOUTH CENTRAL GENERATING LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Cottonwood Energy Company LP, a Delaware limited partnership, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	COTTONWOOD ENERGY COMPANY LP	

 	
By:	
 	
Cottonwood Generating Partners I LLC, its General Partner	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

 	 	 	
COTTONWOOD GENERATING PARTNERS I LLC	 	General Partner	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Cottonwood Generating Partners I LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	COTTONWOOD GENERATING PARTNERS I LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

COTTONWOOD DEVELOPMENT LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Cottonwood Generating Partners II LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	COTTONWOOD GENERATING PARTNERS II LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

COTTONWOOD DEVELOPMENT LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Cottonwood Generating Partners III LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	COTTONWOOD GENERATING PARTNERS III LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

COTTONWOOD DEVELOPMENT LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Cottonwood Technology Partners LP, a Delaware limited partnership, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	COTTONWOOD TECHNOLOGY PARTNERS LP	

 	
By:	
 	
Cottonwood Generating Partners I LLC, its General Partner	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

COTTONWOOD ENERGY COMPANY LP	
 	
General Partner	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Devon Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	DEVON POWER LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Dunkirk Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	DUNKIRK POWER LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
II-33

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Eastern Sierra Energy Company LLC, a California limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	EASTERN SIERRA ENERGY COMPANY LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

SAGUARO POWER LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, El Segundo Power, LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	EL SEGUNDO POWER, LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

WEST COAST POWER LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, El Segundo Power II LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	EL SEGUNDO POWER II LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

WEST COAST POWER LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Energy Alternatives Wholesale, LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	ENERGY ALTERNATIVES WHOLESALE, LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY SERVICES GROUP LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Energy Curtailment Specialists, Inc., a New York corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	ENERGY CURTAILMENT SPECIALISTS, INC.	

 	
By:	
 	
/s/ GAETAN FROTTE

	
 	 	 	 	Name:	 	Gaetan Frotte	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ ELIZABETH R. KILLINGER

Elizabeth R. Killinger	
 	
Sole Director	
II-38

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Energy Plus Holdings LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	ENERGY PLUS HOLDINGS LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

 	 	 	 	 	 	 	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
II-39

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Energy Plus Natural Gas LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	ENERGY PLUS NATURAL GAS LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

ENERGY PLUS HOLDINGS LLC	
 	
Sole Member	

 	 	 	 	 	 	 	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
II-40

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Energy Protection Insurance Company, a Vermont corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	ENERGY PROTECTION INSURANCE COMPANY	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer) and Director	

/s/ DEAN R. JOBKO

Dean R. Jobko	
 	
Director	

/s/ DERICK WHITE

Derick White	
 	
Director (Independent)	
II-41

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Everything Energy LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	EVERYTHING ENERGY LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
II-42

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Forward Home Security, LLC, a Texas limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	FORWARD HOME SECURITY, LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG SECURITY LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
II-43

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, GCP Funding Company, LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	GCP FUNDING COMPANY, LLC	

 	
By:	
 	
/s/ CHRISTOPHER O'HARA

	
 	 	 	 	Name:	 	Christopher O'Hara	
 	 	 	 	Title:	 	Vice President and Secretary	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG TEXAS LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
II-44

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Green Mountain Energy Company, a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	GREEN MOUNTAIN ENERGY COMPANY	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President, Treasury	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ ELIZABETH R. KILLINGER

Elizabeth R. Killinger	
 	
Sole Director	
II-45

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Gregory Partners, LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	GREGORY PARTNERS, LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG TEXAS GREGORY LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Gregory Power Partners, LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	GREGORY POWER PARTNERS, LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG TEXAS GREGORY LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Huntley Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	HUNTLEY POWER LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Independence Energy Alliance LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	INDEPENDENCE ENERGY ALLIANCE LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

INDEPENDENCE ENERGY GROUP LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Independence Energy Group LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	INDEPENDENCE ENERGY GROUP LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

ENERGY PLUS HOLDINGS LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Independence Energy Natural Gas LLC, a Delaware limited liability company, has duly caused this to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	INDEPENDENCE ENERGY NATURAL GAS LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Senior Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

INDEPENDENCE ENERGY GROUP LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Indian River Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	INDIAN RIVER OPERATIONS INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Senior Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ MAURICIO GUTIERREZ

Mauricio Gutierrez	
 	
Sole Director	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Indian River Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	INDIAN RIVER POWER LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Senior Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Keystone Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	KEYSTONE POWER LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Senior Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Langford Wind Power, LLC, a Texas limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	LANGFORD WIND POWER, LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Senior Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

 	 	 	
NRG WIND DEVELOPMENT COMPANY, LLC	 	Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Lone Star A/C & Appliance Repair, LLC, a Texas limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	LONE STAR A/C & APPLIANCE REPAIR, LLC	

 	
By:	
 	
/s/ GAETAN FROTTE

	
 	 	 	 	Name:	 	Gaetan Frotte	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Senior Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG HOME SOLUTIONS LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ GAETAN FROTTE

	 	 	
 	 	Name:	 	Gaetan Frotte	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Louisiana Generating LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	LOUISIANA GENERATING LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Senior Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG SOUTH CENTRAL GENERATING LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Meriden Gas Turbines LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	MERIDEN GAS TURBINES LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Middletown Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	MIDDLETOWN POWER LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Montville Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	MONTVILLE POWER LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NEO Corporation, a Minnesota corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NEO CORPORATION	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ DON POE

Don Poe	
 	
Sole Director	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NEO Freehold- Gen LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NEO FREEHOLD-GEN LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NEO CORPORATION	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NEO Power Services Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NEO POWER SERVICES INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ DON POE

Don Poe	
 	
Sole Director	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, New Genco GP, LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NEW GENCO GP, LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG TEXAS LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Norwalk Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NORWALK POWER LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Affiliate Services Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG AFFILIATE SERVICES INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ TANUJA M. DEHNE

Tanuja M. Dehne	
 	
Sole Director	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Artesian Energy LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG ARTESIAN ENERGY LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG TEXAS LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Arthur Kill Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG ARTHUR KILL OPERATIONS INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ MAURICIO GUTIERREZ

Mauricio Gutierrez	
 	
Sole Director	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Astoria Gas Turbine Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG ASTORIA GAS TURBINE OPERATIONS INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ MAURICIO GUTIERREZ

Mauricio Gutierrez	
 	
Sole Director	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Bayou Cove LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG BAYOU COVE LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG SOUTH CENTRAL GENERATING LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Business Solutions LLC, a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG BUSINESS SOLUTIONS LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

GREEN MOUNTAIN ENERGY COMPANY	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President, Treasury	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Cabrillo Power Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG CABRILLO POWER OPERATIONS INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ MAURICIO GUTIERREZ

Mauricio Gutierrez	
 	
Sole Director	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG California Peaker Operations LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG CALIFORNIA PEAKER OPERATIONS LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG OPERATING SERVICES, INC.	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Treasurer	 	 	
II-73

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Cedar Bayou Development Company, LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Connected Home LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG CONNECTED HOME LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG SECURITY LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Connecticut Affiliate Services Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG CONNECTICUT AFFILIATE SERVICES INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ JENNIFER WALLACE

Jennifer Wallace	
 	
Sole Director	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Construction LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG CONSTRUCTION LLC	

 	
By:	
 	
/s/ GAETAN FROTTE

	
 	 	 	 	Name:	 	Gaetan Frotte	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Curtailment Solutions LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG CURTAILMENT SOLUTIONS LLC	

 	
By:	
 	
/s/ GAETAN FROTTE

	
 	 	 	 	Name:	 	Gaetan Frotte	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Development Company Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG DEVELOPMENT COMPANY INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ DAVID NEAL

David Neal	
 	
Sole Director	
II-79

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Devon Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG DEVON OPERATIONS INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ MAURICIO GUTIERREZ

Mauricio Gutierrrez	
 	
Sole Director	
II-80

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Dispatch Services LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG DISPATCH SERVICES LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG HOME & BUSINESS SOLUTIONS LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Distributed Generation PR LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG DISTRIBUTED GENERATION PR LLC	

 	
By:	
 	
/s/ GAETAN FROTTE

	
 	 	 	 	Name:	 	Gaetan Frotte	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY SERVICES GROUP LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Dunkirk Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG DUNKIRK OPERATIONS INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ MAURICIO GUTIERREZ

Mauricio Gutierrez	
 	
Sole Director	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG El Segundo Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG EL SEGUNDO OPERATIONS INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ MAURICIO GUTIERREZ

Mauricio Gutierrez	
 	
Sole Director	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Energy Efficiency-L LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG ENERGY EFFICIENCY-L LLC	

 	
By:	
 	
/s/ GAETAN FROTTE

	
 	 	 	 	Name:	 	Gaetan Frotte	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY SERVICES GROUP LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
II-85

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Energy Efficiency-P LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG ENERGY EFFICIENCY-P LLC	

 	
By:	
 	
/s/ GAETAN FROTTE

	
 	 	 	 	Name:	 	Gaetan Frotte	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY SERVICES GROUP LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
II-86

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Energy Labor Services LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG ENERGY LABOR SERVICES LLC	

 	
By:	
 	
/s/ GAETAN FROTTE

	
 	 	 	 	Name:	 	Gaetan Frotte	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY SERVICES GROUP LLC	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
II-87

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Energy Services Group LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG ENERGY SERVICES GROUP LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	
Signature	 	Title	

/s/ DAVID CRANE

David Crane	
 	
President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

 	 	 	 	 	 	 	
By:	 	/s/ G. GARY GARCIA

	 	 	
 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
II-88

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Energy Services International Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG ENERGY SERVICES INTERNATIONAL, INC.	

 	
By:	
 	
/s/ GAETAN FROTTE

	
 	 	 	 	Name:	 	Gaetan Frotte	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ DONALD SOBOTIK

Donald Sobotik	
 	
Director	
II-89

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Energy Services LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG ENERGY SERVICES LLC	

 	
By:	
 	
/s/ GAETAN FROTTE

	
 	 	 	 	Name:	 	Gaetan Frotte	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY SERVICES GROUP LLC	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
II-90

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Generation Holdings, Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG GENERATION HOLDINGS, INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ CHRISTOPHER O'HARA

Christopher O'Hara	
 	
Director	

/s/ JOHN RAGAN

John Ragan	
 	
Director	
II-91

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Home & Business Solutions LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG HOME & BUSINESS SOLUTIONS LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
II-92

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Home Solutions LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG HOME SOLUTIONS LLC	

 	
By:	
 	
/s/ GAETAN FROTTE

	
 	 	 	 	Name:	 	Gaetan Frotte	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG HOME & BUSINESS SOLUTIONS LLC	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
II-93

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Home Solutions Product LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG HOME SOLUTIONS PRODUCT LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG HOME & BUSINESS SOLUTIONS LLC	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
II-94

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Homer City Services LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG HOMER CITY SERVICES LLC	

 	
By:	
 	
/s/ GAETAN FROTTE

	
 	 	 	 	Name:	 	Gaetan Frotte	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY SERVICES GROUP LLC	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
II-95

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG HQ DG LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG HQ DG LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
II-96

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Huntley Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG HUNTLEY OPERATIONS INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ MAURICIO GUTIERREZ

Mauricio Gutierrez	
 	
Sole Director	
II-97

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Identity Protect LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG IDENTITY PROTECT LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG HOME & BUSINESS SOLUTIONS LLC	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
II-98

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Ilion Limited Partnership, a Delaware limited partnership, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG ILION LIMITED PARTNERSHIP	

 	
By:	
 	
NRG Rockford Acquisition LLC, its General Partner	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ROCKFORD ACQUISITION LLC	
 	
General Partner	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Treasurer	 	 	
II-99

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Ilion LP LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG ILION LP LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
II-100

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG International LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG INTERNATIONAL LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
II-101

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Maintenance Services LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG MAINTENANCE SERVICES LLC	

 	
By:	
 	
/s/ GAETAN FROTTE

	
 	 	 	 	Name:	 	Gaetan Frotte	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY SERVICES GROUP LLC	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
II-102

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Mextrans Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG MEXTRANS INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ JOHN CHILLEMI

John Chillemi	
 	
Sole Director	
II-103

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG MidAtlantic Affiliate Services Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG MIDATLANTIC AFFILIATE SERVICES INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ JENNIFER WALLACE

Jennifer Wallace	
 	
Sole Director	
II-104

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Middletown Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG MIDDLETOWN OPERATIONS INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ MAURICIO GUTIERREZ

Mauricio Gutierrez	
 	
Sole Director	
II-105

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Montville Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG MONTVILLE OPERATIONS INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ MAURICIO GUTIERREZ

Mauricio Gutierrez	
 	
Sole Director	
II-106

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG New Roads Holdings LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG NEW ROADS HOLDINGS LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG SOUTH CENTRAL GENERATING LLC	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
II-107

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG North Central Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG NORTH CENTRAL OPERATIONS INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ MAURICIO GUTIERREZ

Mauricio Gutierrez	
 	
Sole Director	
II-108

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Northeast Affiliate Services Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG NORTHEAST AFFILIATE SERVICES INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ JENNIFER WALLACE

Jennifer Wallace	
 	
Sole Director	
II-109

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Norwalk Harbor Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG NORWALK HARBOR OPERATIONS INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ MAURICIO GUTIERREZ

Mauricio Gutierrez	
 	
Sole Director	
II-110

Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Operating Services, Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG OPERATING SERVICES, INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ MAURICIO GUTIERREZ

Mauricio Gutierrez	
 	
Sole Director	
II-111

Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Oswego Harbor Power Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG OSWEGO HARBOR POWER OPERATIONS INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ MAURICIO GUTIERREZ

Mauricio Gutierrez	
 	
Sole Director	
II-112

Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG PacGen Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG PACGEN INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ JOHN CHILLEMI

John Chillemi	
 	
Sole Director	
II-113

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Portable Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG PORTABLE POWER LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG HOME & BUSINESS SOLUTIONS LLC	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
II-114

Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Power Marketing LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG POWER MARKETING LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
II-115

Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Reliability Solutions LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG RELIABILITY SOLUTIONS LLC	

 	
By:	
 	
/s/ GAETAN FROTTE

	
 	 	 	 	Name:	 	Gaetan Frotte	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY SERVICES GROUP LLC	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
II-116

Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Renter's Protection LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG RENTER'S PROTECTION LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG HOME & BUSINESS SOLUTIONS LLC	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
II-117

Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Retail LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG RETAIL LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
II-118

Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Retail Northeast LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG RETAIL NORTHEAST LLC	

 	
By:	
 	
/s/ GAETAN FROTTE

	
 	 	 	 	Name:	 	Gaetan Frotte	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
II-119

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Rockford Acquisition LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG ROCKFORD ACQUISITION LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
II-120

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Saguaro Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG SAGUARO OPERATIONS INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ G. GARY GARCIA

G. Gary Garcia	
 	
Sole Director	
II-121

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Security LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG SECURITY LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG HOME & BUSINESS SOLUTIONS LLC	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
II-122

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Services Corporation, a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG SERVICES CORPORATION	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ JENNIFER WALLACE

Jennifer Wallace	
 	
Sole Director	
II-123

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG SimplySmart Solutions LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG SIMPLYSMART SOLUTIONS LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG South Central Affiliate Services Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG SOUTH CENTRAL AFFILIATE SERVICES INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ JENNIFER WALLACE

Jennifer Wallace	
 	
Sole Director	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG South Central Generating LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG SOUTH CENTRAL GENERATING LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG South Central Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG SOUTH CENTRAL OPERATIONS INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ MAURICIO GUTIERREZ

Mauricio Gutierrez	
 	
Sole Director	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG South Texas LP, a Texas limited partnership, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	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	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

TEXAS GENCO GP, LLC	
 	
General Partner	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
II-128

Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Texas C&I Supply LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG TEXAS C&I SUPPLY LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
II-129

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Texas Holding Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG TEXAS HOLDING INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ G. GARY GARCIA

G. Gary Garcia	
 	
Director	

/s/ JOHN RAGAN

John Ragan	
 	
Director	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Texas Gregory LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG TEXAS GREGORY LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG TEXAS LLC	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
II-131

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Texas LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG TEXAS LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
II-132

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Texas Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG TEXAS POWER LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG TEXAS LLC	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
II-133

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Warranty Services LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG WARRANTY SERVICES LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG HOME & BUSINESS SOLUTIONS LLC	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
II-134

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG West Coast LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG WEST COAST LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
II-135

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, NRG Western Affiliate Services Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	NRG WESTERN AFFILIATE SERVICES INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ JENNIFER WALLACE

Jennifer Wallace	
 	
Sole Director	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, O'Brien Cogeneration, Inc. II, a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	O'BRIEN COGENERATION, INC. II	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ JOHN CHILLEMI

John Chillemi	
 	
Director	

/s/ SEAN BEATTY

Sean Beatty	
 	
Director	
II-137

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, ONSITE Energy, Inc., an Oregon corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	ONSITE ENERGY, INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ JOHN CHILLEMI

John Chillemi	
 	
Director	

/s/ SEAN BEATTY

Sean Beatty	
 	
Director	
II-138

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Oswego Harbor Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	OSWEGO HARBOR POWER LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
II-139

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, RE Retail Receivables, LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	RE RETAIL RECEIVABLES, LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

RELIANT ENERGY RETAIL SERVICES, LLC	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
II-140

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Reliant Energy Northeast LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	RELIANT ENERGY NORTHEAST LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

RELIANT ENERGY RETAIL HOLDINGS, LLC	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Reliant Energy Power Supply, LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	RELIANT ENERGY POWER SUPPLY, LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

RELIANT ENERGY RETAIL HOLDINGS, LLC	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
II-142

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Reliant Energy Retail Holdings, LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	RELIANT ENERGY RETAIL HOLDINGS, LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

RERH HOLDINGS, LLC	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
II-143

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Reliant Energy Retail Services, LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	RELIANT ENERGY RETAIL SERVICES, LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

RELIANT ENERGY RETAIL HOLDINGS, LLC	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
II-144

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, RERH Holdings, LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	RERH HOLDINGS, LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG RETAIL, LLC	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Treasurer	 	 	
II-145

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Saguaro Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	SAGUARO POWER LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG WEST COAST LLC	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Treasurer	 	 	
II-146

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Somerset Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	SOMERSET OPERATIONS INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ MAURICIO GUTIERREZ

Mauricio Gutierrez	
 	
Sole Director	
II-147

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Somerset Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	SOMERSET POWER LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
II-148

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Texas Genco Financing Corp., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	TEXAS GENCO FINANCING CORP.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ CHRISTOPHER O'HARA

Christopher O'Hara	
 	
Director	

/s/ JOHN RAGAN

John Ragan	
 	
Director	
II-149

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Texas Genco GP, LLC, a Texas limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	TEXAS GENCO GP, LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

TEXAS GENCO HOLDINGS, INC.	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
II-150

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Texas Genco Holdings, Inc., a Texas limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	TEXAS GENCO HOLDINGS, INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ CHRISTOPHER O'HARA

Christopher O'Hara	
 	
Director	

/s/ JOHN RAGAN

John Ragan	
 	
Director	
II-151

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Texas Genco LP, LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	TEXAS GENCO LP, LLC	

 	
By:	
 	
/s/ CHRISTOPHER O'HARA

	
 	 	 	 	Name:	 	Christopher O'Hara	
 	 	 	 	Title:	 	Vice President and Secretary	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

TEXAS GENCO HOLDINGS, INC.	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
II-152

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Texas Genco Operating Services LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	TEXAS GENCO OPERATING SERVICES LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Vice President and Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG TEXAS LLC	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Treasurer	 	 	
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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Texas Genco Services, LP, a Texas limited partnership, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	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	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NEW GENCO GP, LLC	
 	
General Partner	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Vice President and Secretary	 	 	
II-154

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, US Retailers LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	US RETAILERS LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
II-155

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Vienna Operations Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	VIENNA OPERATIONS INC.	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

/s/ MAURICIO GUTIERREZ

Mauricio Gutierrez	
 	
Sole Director	
II-156

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Vienna Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	VIENNA POWER LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG ENERGY, INC.	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Senior Vice President and Treasurer	 	 	
II-157

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, WCP (Generation) Holdings LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	WCP (GENERATION) HOLDINGS LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

NRG WEST COAST LLC	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Treasurer	 	 	
II-158

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, West Coast Power LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on December 11, 2014.
 	 	 	 	 	 	 	
 	 	WEST COAST POWER LLC	

 	
By:	
 	
/s/ G. GARY GARCIA

	
 	 	 	 	Name:	 	G. Gary Garcia	
 	 	 	 	Title:	 	Treasurer	
* * * * *

        Each person whose signature appears below constitutes and appoints David R. Hill and Brian E. Curci, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2014.
 	 	 	 	 	 	 	
Signature	 	Title	

 	

 	

/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director of NRG Energy, Inc. (principal executive officer)	

/s/ KIRKLAND B. ANDREWS

Kirkland B. Andrews	
 	
Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	

/s/ RONALD B. STARK

Ronald B. Stark	
 	
Vice President and Chief Accounting Officer of NRG Energy, Inc. (principal accounting officer)	

WCP (GENERATION) HOLDINGS LLC	
 	
Sole Member	

By:	
 	
/s/ G. GARY GARCIA

	

 	 	Name:	 	G. Gary Garcia	 	 	
 	 	Title:	 	Treasurer	 	 	
II-159

Table of Contents
EXHIBIT INDEX

Exhibit
No.	 	Description	 	Method of Filing	
 	3.01	(a)	Amended and Restated Certificate of Incorporation of NRG Energy, Inc.	 	Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 10-Q filed on May 3, 2012	

3.01	
(b)	
Certificate of Amendment of Amended and Restated Certificate of Incorporation of NRG Energy, Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on December 14, 2012	

3.02	
 	
Second Amended and Restated By-Laws of NRG Energy, Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on December 14, 2012	

3.03	
 	
Certificate of Incorporation of Ace Energy, Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on September 10, 2014	

3.04	
 	
Amended & Restated By-Laws of Ace Energy, Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on September 10, 2014	

3.05	
 	
Certificate of Formation of Allied Warranty LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	

3.06	
 	
Limited Liability Company Agreement of Allied Warranty LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	

3.07	
 	
Certificate of Formation of Arthur Kill Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.08	
 	
Limited Liability Company Agreement of Arthur Kill Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.09	
 	
Certificate of Formation of Astoria Gas Turbine Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.10	
 	
Limited Liability Company Agreement of Astoria Gas Turbine Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.11	
 	
Certificate of Formation of Bayou Cove Peaking Power, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on September 10, 2014	

3.12	
 	
Third Amended and Restated Limited Liability Company Agreement of Bayou Cove Peaking Power, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on September 10, 2014	
II-160

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	3.13	 	Certificate of Incorporation of BidURenergy, Inc.	 	Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on September 10, 2014	

3.14	
 	
Amended & Restated By-Laws of BidURenergy, Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on September 10, 2014	

3.15	
 	
Certificate of Formation of Cabrillo Power I LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.16	
 	
Limited Liability Company Agreement of Cabrillo Power I LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.17	
 	
Certificate of Formation of Cabrillo Power II LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.18	
 	
Limited Liability Company Agreement of Cabrillo Power II LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.19	
 	
Certificate of Formation of Carbon Management Solutions LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.20	
 	
Limited Liability Company Agreement of Carbon Management Solutions LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.21	
 	
Articles of Incorporation of Cirro Energy Services, Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on September 10, 2014	

3.22	
 	
Amended and Restated Bylaws of Cirro Energy Services, Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on September 10, 2014	

3.23	
 	
Articles of Incorporation of Cirro Group, Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on September 10, 2014	

3.24	
 	
Amended and Restated Bylaws of Cirro Group, Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on September 10, 2014	

3.25	
 	
Certificate of Formation of Clean Edge Energy LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.26	
 	
Limited Liability Company Agreement of Clean Edge Energy LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	
II-161

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	3.27	 	Certificate of Formation of Conemaugh Power LLC	 	Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.28	
 	
Limited Liability Company Agreement of Conemaugh Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.29	
 	
Certificate of Formation of Connecticut Jet Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.30	
 	
Limited Liability Company Agreement of Connecticut Jet Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.31	
 	
Certificate of Formation of Cottonwood Development LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.32	
 	
Limited Liability Company Agreement of Cottonwood Development LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.33	
 	
Certificate of Formation of Cottonwood Energy Company LP	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.34	
 	
Limited Partnership Agreement of Cottonwood Energy Company LP	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.35	
 	
Certificate of Formation of Cottonwood Generating Partners I LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.36	
 	
Limited Liability Company Agreement of Cottonwood Generating Partners I LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.37	
 	
Certificate of Formation of Cottonwood Generating Partners II LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.38	
 	
Limited Liability Company Agreement of Cottonwood Generating Partners II LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.39	
 	
Certificate of Formation of Cottonwood Generating Partners III LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.40	
 	
Limited Liability Company Agreement of Cottonwood Generating Partners III LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	
II-162

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	3.41	 	Certificate of Limited Partnership of Cottonwood Technology Partners LP	 	Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.42	
 	
Limited Partnership Agreement of Cottonwood Technology Partners LP	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.43	
 	
Certificate of Formation of Devon Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.44	
 	
Limited Liability Company Agreement of Devon Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.45	
 	
Certificate of Formation of Dunkirk Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.46	
 	
Limited Liability Company Agreement of Dunkirk Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.47	
 	
Articles of Organization of Eastern Sierra Energy Company LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	

3.48	
 	
Limited Liability Company Agreement of Eastern Sierra Energy Company LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	

3.49	
 	
Certificate of Formation of El Segundo Power, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.50	
 	
Limited Liability Company Agreement of El Segundo Power, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.51	
 	
Certificate of Formation of El Segundo Power II LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.52	
 	
Limited Liability Company Agreement of El Segundo Power II LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.53	
 	
Certificate of Formation of Energy Alternatives Wholesale, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	

3.54	
 	
Limited Liability Company Agreement of Energy Alternatives Wholesale, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	
II-163

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	3.55	 	Certificate of Incorporation of Energy Curtailment Specialists, Inc.	 	Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on September 10, 2014	

3.56	
 	
Amended & Restated By-Laws of Energy Curtailment Specialists, Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on September 10, 2014	

3.57	
 	
Certificate of Formation of Energy Plus Holdings LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 16, 2011	

3.58	
 	
Limited Liability Company Agreement of Energy Plus Holdings LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 16, 2011	

3.59	
 	
Certificate of Formation of Energy Plus Natural Gas LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4, as amended, filed on January 13, 2012	

3.60	
 	
Limited Liability Company Agreement of Energy Plus Natural Gas LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4, as amended, filed on January 13, 2012	

3.61	
 	
Articles of Incorporation of Energy Protection Insurance Company	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	

3.62	
 	
By-Laws of Energy Protection Insurance Company	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	

3.63	
 	
Certificate of Formation of Everything Energy LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	

3.64	
 	
Second Amended and Restated Limited Liability Company Agreement of Everything Energy LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	

3.65	
 	
Certificate of Formation of Forward Home Security, LLC	
 	
Filed herewith	

3.66	
 	
Amended and Restated Limited Liability Company Agreement of Forward Home Security, LLC	
 	
Filed herewith	

3.67	
 	
Certificate of Formation of GCP Funding Company, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.68	
 	
Limited Liability Company Agreement of GCP Funding Company, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	
II-164

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	3.69	 	Certificate of Incorporation of Green Mountain Energy Company	 	Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.70	
 	
By-Laws of Green Mountain Energy Company	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.71	
 	
Certificate of Formation of Gregory Partners, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on September 10, 2014	

3.72	
 	
Amended & Restated Limited Liability Company Agreement of Gregory Partners, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on September 10, 2014	

3.73	
 	
Certificate of Formation of Gregory Power Partners LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on September 10, 2014	

3.74	
 	
Limited Liability Company Agreement of Gregory Power Partners LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on September 10, 2014	

3.75	
 	
Certificate of Formation of Huntley Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.76	
 	
Limited Liability Company Agreement of Huntley Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.77	
 	
Certificate of Formation of Independence Energy Alliance LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 16, 2011	

3.78	
 	
Limited Liability Company Agreement of Independence Energy Alliance LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 16, 2011	

3.79	
 	
Certificate of Formation of Independence Energy Group LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 16, 2011	

3.80	
 	
Limited Liability Company Agreement of Independence Energy Group LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 16, 2011	

3.81	
 	
Certificate of Formation of Independence Energy Natural Gas LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 16, 2011	

3.82	
 	
Limited Liability Company Agreement of Independence Energy Natural Gas LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 16, 2011	
II-165

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	3.83	 	Certificate of Incorporation of Indian River Operations Inc.	 	Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.84	
 	
By-Laws of Indian River Operations Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.85	
 	
Certificate of Formation of Indian River Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.86	
 	
Limited Liability Company Agreement of Indian River Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.87	
 	
Certificate of Formation of Keystone Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.88	
 	
Limited Liability Company Agreement of Keystone Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.89	
 	
Certificate of Formation of Langford Wind Power, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.90	
 	
Limited Liability Company Agreement of Langford Wind Power, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.91	
 	
Certificate of Formation of Lone Star A/C & Appliance Repair, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	

3.92	
 	
Limited Liability Company Agreement of Lone Star A/C & Appliance Repair, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	

3.93	
 	
Certificate of Formation of Louisiana Generating LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.94	
 	
Limited Liability Company Agreement of Louisiana Generating LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.95	
 	
Certificate of Formation of Meriden Gas Turbines LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	

3.96	
 	
Limited Liability Company Agreement of Meriden Gas Turbines LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	
II-166

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	3.97	 	Certificate of Formation of Middletown Power LLC	 	Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.98	
 	
Limited Liability Company Agreement of Middletown Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.99	
 	
Certificate of Formation of Montville Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.100	
 	
Limited Liability Company Agreement of Montville Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.101	
 	
Articles of Incorporation of NEO Corporation	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.102	
 	
By-Laws of NEO Corporation	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.103	
 	
Certificate of Formation of NEO Freehold-Gen LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.104	
 	
Limited Liability Company Agreement of NEO Freehold-Gen LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.105	
 	
Certificate of Incorporation of NEO Power Services Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.106	
 	
By-Laws of NEO Power Services Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.107	
 	
Certificate of Formation of New Genco GP, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.108	
 	
Limited Liability Company Agreement of New Genco GP, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.109	
 	
Certificate of Formation of Norwalk Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.110	
 	
Limited Liability Company Agreement of Norwalk Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	
II-167

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	3.111	 	Certificate of Incorporation of NRG Affiliate Services Inc.	 	Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.112	
 	
By-Laws of NRG Affiliate Services Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.113	
 	
Certificate of Formation of NRG Artesian Energy LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.114	
 	
Limited Liability Company Agreement of NRG Artesian Energy LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.115	
 	
Certificate of Incorporation of NRG Arthur Kill Operations Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.116	
 	
By-Laws of NRG Arthur Kill Operations Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.117	
 	
Certificate of Incorporation of NRG Astoria Gas Turbine Operations Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.118	
 	
By-Laws of NRG Astoria Gas Turbine Operations Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.119	
 	
Certificate of Formation of NRG Bayou Cove LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.120	
 	
Limited Liability Company Agreement of NRG Bayou Cove LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.121	
 	
Certificate of Formation of NRG Business Solutions LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on September 10, 2014	

3.122	
 	
Second Amended & Restated Limited Liability Company Agreement of NRG Business Solutions LLC (previously named Green Mountain Energy Company (NY COM) LLC)	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on September 10, 2014	

3.123	
 	
Certificate of Incorporation of NRG Cabrillo Power Operations Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	
II-168

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	3.124	 	By-Laws of NRG Cabrillo Power Operations Inc.	 	Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.125	
 	
Certificate of Formation of NRG California Peaker Operations LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.126	
 	
Limited Liability Company Agreement of NRG California Peaker Operations LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.127	
 	
Certificate of Formation of NRG Cedar Bayou Development Company, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.128	
 	
Limited Liability Company Agreement of Formation of NRG Cedar Bayou Development Company, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.129	
 	
Certificate of Formation of NRG Connected Home LLC	
 	
Filed herewith	

3.130	
 	
Limited Liability Company Agreement of NRG Connected Home LLC	
 	
Filed herewith	

3.131	
 	
Certificate of Incorporation of NRG Connecticut Affiliate Services Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.132	
 	
By-Laws of NRG Connecticut Affiliate Services Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.133	
 	
Certificate of Formation of NRG Construction LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.134	
 	
Limited Liability Company Agreement of NRG Construction LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.135	
 	
Certificate of Formation of NRG Curtailment Solutions LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on September 10, 2014	

3.136	
 	
Amended & Restated Limited Liability Company Agreement of NRG Curtailment Solutions LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on September 10, 2014	

3.137	
 	
By-Laws of NRG Development Company Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	
II-169

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	3.138	 	Certificate of Incorporation of NRG Development Company Inc.	 	Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	

3.139	
 	
Certificate of Incorporation of NRG Devon Operations Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.140	
 	
By-Laws of NRG Devon Operations Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.141	
 	
Certificate of Formation of NRG Dispatch Services LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	

3.142	
 	
Limited Liability Company Agreement of NRG Dispatch Services LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	

3.143	
 	
Certificate of Formation of NRG Distributed Generation PR LLC	
 	
Filed herewith	

3.144	
 	
Limited Liability Company Agreement of NRG Distributed Generation PR LLC	
 	
Filed herewith	

3.145	
 	
Certificate of Incorporation of NRG Dunkirk Operations Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.146	
 	
By-Laws of NRG Dunkirk Operations, Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.147	
 	
Certificate of Incorporation of NRG El Segundo Operations Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.148	
 	
By-Laws of NRG El Segundo Operations Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.149	
 	
Certificate of Formation of NRG Energy Efficiency-L LLC	
 	
Filed herewith	

3.150	
 	
Limited Liability Company Agreement of NRG Energy Efficiency-L LLC	
 	
Filed herewith	

3.151	
 	
Certificate of Formation of NRG Energy Efficiency-P LLC	
 	
Filed herewith	

3.152	
 	
Limited Liability Company Agreement of NRG Energy Efficiency-P LLC	
 	
Filed herewith	

3.153	
 	
Certificate of Formation of NRG Energy Labor Services LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	
II-170

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	3.154	 	Limited Liability Company Agreement of NRG Energy Labor Services LLC	 	Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	

3.155	
 	
Certificate of Formation of NRG Energy Services Group LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	

3.156	
 	
Limited Liability Company Agreement of NRG Energy Services Group LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	

3.157	
 	
Certificate of Incorporation of NRG Energy Services International Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on September 10, 2014	

3.158	
 	
Bylaws of NRG Energy Services International Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on September 10, 2014	

3.159	
 	
Certificate of Formation of NRG HQ DG LLC	
 	
Filed herewith	

3.160	
 	
Limited Liability Company Agreement of NRG HQ DG LLC	
 	
Filed herewith	

3.161	
 	
Certificate of Formation of NRG Energy Services LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.162	
 	
Limited Liability Company Agreement of NRG Energy Services LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.163	
 	
Certificate of Incorporation of NRG Generation Holdings, Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.164	
 	
By-Laws of NRG Generation Holdings, Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.165	
 	
Certificate of Formation of NRG Home & Business Solutions LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	

3.166	
 	
Limited Liability Company Agreement of NRG Home & Business Solutions LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	

3.167	
 	
Certificate of Formation of NRG Home Solutions LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	
II-171

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	3.168	 	Limited Liability Company Agreement of NRG Home Solutions LLC	 	Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	

3.169	
 	
Certificate of Formation of NRG Home Solutions Product LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	

3.170	
 	
Limited Liability Company Agreement of NRG Home Solutions Product LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	

3.171	
 	
Certificate of Formation of NRG Homer City Services LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	

3.172	
 	
Limited Liability Company Agreement of NRG Homer City Services LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	

3.173	
 	
Certificate of Incorporation of NRG Huntley Operations Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.174	
 	
By-Laws of NRG Huntley Operations Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.175	
 	
Certificate of Formation of NRG Identity Protect LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	

3.176	
 	
Limited Liability Company Agreement of NRG Identity Protect LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	

3.177	
 	
Certificate of Formation of NRG Ilion Limited Partnership	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	

3.178	
 	
Limited Partnership Agreement of NRG Ilion Limited Partnership	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	

3.179	
 	
Certificate of Formation of NRG Ilion LP LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	

3.180	
 	
Limited Liability Company Agreement of NRG Ilion LP LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	

3.181	
 	
Certificate of Formation of NRG International LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	
II-172

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	3.182	 	Limited Liability Company Agreement of NRG International LLC	 	Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.183	
 	
Certificate of Formation of NRG Maintenance Services LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	

3.184	
 	
Limited Liability Company Agreement of NRG Maintenance Services LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	

3.185	
 	
Certificate of Formation of NRG Mextrans LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	

3.186	
 	
Limited Liability Company Agreement of NRG Mextrans LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	

3.187	
 	
Certificate of Incorporation of NRG MidAtlantic Affiliate Services Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.188	
 	
By-Laws of NRG MidAtlantic Affiliate Services Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.189	
 	
Certificate of Incorporation of NRG Middletown Operations Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.190	
 	
By-Laws of NRG Middletown Operations Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.191	
 	
Certificate of Incorporation of NRG Montville Operations Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.192	
 	
By-Laws of NRG Montville Operations Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.193	
 	
Certificate of Formation of NRG New Roads Holdings LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.194	
 	
Limited Liability Company Agreement of NRG New Roads Holdings LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.195	
 	
Certificate of Incorporation of NRG North Central Operations, Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	
II-173

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	3.196	 	By-Laws of NRG North Central Operations, Inc.	 	Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.197	
 	
Certificate of Incorporation of NRG Northeast Affiliate Services Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.198	
 	
By-Laws of NRG Northeast Affiliate Services Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.199	
 	
Certificate of Incorporation of NRG Norwalk Harbor Operations Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.200	
 	
By-Laws of NRG Norwalk Harbor Operations Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.201	
 	
Certificate of Incorporation of NRG Operating Services, Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.202	
 	
By-Laws of NRG Operating Services, Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.203	
 	
Certificate of Incorporation of NRG Oswego Harbor Power Operations Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.204	
 	
By-Laws of NRG Oswego Harbor Power Operations Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.205	
 	
Certificate of Incorporation of NRG PacGen Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	

3.206	
 	
By-Laws of NRG PacGen Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	

3.207	
 	
Certificate of Formation of NRG Portable Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on September 10, 2014	

3.208	
 	
Amended & Restated Limited Liability Company Agreement of NRG Portable Power LLC (previously named NRG Unemployment Protection LLC)	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on September 10, 2014	

3.209	
 	
Certificate of Formation of NRG Power Marketing LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	
II-174

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	3.210	 	Limited Liability Company Agreement of NRG Power Marketing LLC	 	Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.211	
 	
Certificate of Formation of NRG Reliability Solutions LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	

3.212	
 	
Second Amended and Restated Limited Liability Company Agreement of NRG Reliability Solutions LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	

3.213	
 	
Certificate of Formation of NRG Renter's Protection LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	

3.214	
 	
Limited Liability Company Agreement of NRG Renter's Protection LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	

3.215	
 	
Certificate of Formation of NRG Retail LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.216	
 	
Limited Liability Company Agreement of NRG Retail LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.217	
 	
Certificate of Formation of NRG Retail Northeast LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on September 10, 2014	

3.218	
 	
Limited Liability Company Agreement of NRG Retail Northeast LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on September 10, 2014	

3.219	
 	
Certificate of Formation of NRG Rockford Acquisition LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	

3.220	
 	
Limited Liability Company Agreement of NRG Rockford Acquisition LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	

3.221	
 	
Certificate of Incorporation of NRG Saguaro Operations Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.222	
 	
By-Laws of NRG Saguaro Operations Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.223	
 	
Certificate of Formation of NRG Security LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	
II-175

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	3.224	 	Limited Liability Company Agreement of NRG Security LLC	 	Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	

3.225	
 	
Certificate of Incorporation of NRG Services Corporation	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	

3.226	
 	
By-Laws of NRG Services Corporation	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	

3.227	
 	
Certificate of Formation of NRG SimplySmart Solutions LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	

3.228	
 	
Limited Liability Company Agreement of NRG SimplySmart Solutions LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	

3.229	
 	
Certificate of Incorporation of NRG South Central Affiliate Services Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.230	
 	
By-Laws of NRG South Central Affiliate Services Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.231	
 	
Certificate of Formation of NRG South Central Generating LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.232	
 	
Limited Liability Company Agreement of NRG South Central Generating LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.233	
 	
Certificate of Incorporation of NRG South Central Operations Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.234	
 	
By-Laws of NRG South Central Operations Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.235	
 	
Certificate of Limited Partnership of NRG South Texas LP	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.236	
 	
Limited Partnership Agreement of NRG South Texas LP	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.237	
 	
Certificate of Formation of NRG Texas C&I Supply LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	
II-176

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	3.238	 	Limited Liability Company Agreement of NRG Texas C&I Supply LLC	 	Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.239	
 	
Certificate of Formation of NRG Texas Gregory LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on May 8, 2013	

3.240	
 	
Limited Liability Company Agreement of NRG Texas Gregory LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on May 8, 2013	

3.241	
 	
Certificate of Incorporation of NRG Texas Holding Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.242	
 	
By-Laws of NRG Texas Holding Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.243	
 	
Certificate of Formation of NRG Texas LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.244	
 	
Limited Liability Company Agreement of NRG Texas LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.245	
 	
Certificate of Formation of NRG Texas Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.246	
 	
Limited Liability Company Agreement of NRG Texas Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.247	
 	
Certificate of Formation of NRG Warranty Services LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	

3.248	
 	
Limited Liability Company Agreement of NRG Warranty Services LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	

3.249	
 	
Certificate of Formation of NRG West Coast LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.250	
 	
Limited Liability Company Agreement of NRG West Coast LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.251	
 	
Certificate of Incorporation of NRG Western Affiliate Services Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	
II-177

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	3.252	 	By-Laws of NRG Western Affiliate Services Inc.	 	Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.253	
 	
Certificate of Incorporation of O'Brien Cogeneration, Inc. II	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	

3.254	
 	
By-Laws of O'Brien Cogeneration, Inc. II	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	

3.255	
 	
Certificate of Incorporation of ONSITE Energy, Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	

3.256	
 	
By-Laws of ONSITE Energy, Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on September 10, 2014	

3.257	
 	
Certificate of Formation of Oswego Harbor Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.258	
 	
Limited Liability Company Agreement of Oswego Harbor Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.259	
 	
Certificate of Formation of RE Retail Receivables, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.260	
 	
Limited Liability Company Agreement of RE Retail Receivables, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.261	
 	
Certificate of Formation of Reliant Energy Northeast LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	

3.262	
 	
Limited Liability Company Agreement of Reliant Energy Northeast LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on July 11, 2011	

3.263	
 	
Certificate of Formation of Reliant Energy Power Supply, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.264	
 	
Limited Liability Company Agreement of Reliant Energy Power Supply, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.265	
 	
Certificate of Formation of Reliant Energy Retail Holdings, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	
II-178

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	3.266	 	Limited Liability Company Agreement of Reliant Energy Retail Holdings, LLC	 	Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.267	
 	
Certificate of Formation of Reliant Energy Retail Services, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.268	
 	
Limited Liability Company Agreement of Reliant Energy Retail Services, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.269	
 	
Certificate of Formation of RERH Holdings, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.270	
 	
Limited Liability Company Agreement of RERH Holdings, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.271	
 	
Certificate of Formation of Saguaro Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.272	
 	
Limited Liability Company Agreement of Saguaro Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.273	
 	
Certificate of Incorporation of Somerset Operations Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.274	
 	
By-Laws of Somerset Operations Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.275	
 	
Certificate of Formation of Somerset Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.276	
 	
Limited Liability Company Agreement of Somerset Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.277	
 	
Certificate of Incorporation of Texas Genco Financing Corp.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.278	
 	
By-Laws of Texas Genco Financing Corp.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.279	
 	
Certificate of Formation of Texas Genco GP, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	
II-179

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	3.280	 	Limited Liability Company Agreement of Texas Genco GP, LLC	 	Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.281	
 	
Certificate of Incorporation of Texas Genco Holdings, Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.282	
 	
By-Laws of Texas Genco Holdings, Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.283	
 	
Certificate of Formation of Texas Genco LP, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.284	
 	
Limited Liability Company Agreement of Texas Genco LP, LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.285	
 	
Certificate of Formation of Texas Genco Operating Services LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.286	
 	
Limited Liability Company Agreement of Texas Genco Operating Services LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.287	
 	
Certificate of Limited Partnership of Texas Genco Services, LP	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.288	
 	
Limited Partnership Agreement of Texas Genco Services, LP	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.289	
 	
Certificate of Formation of US Retailers LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	

3.290	
 	
Fourth Amended and Restated Limited Liability Company Agreement of US Retailers LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on March 22, 2013	

3.291	
 	
Certificate of Incorporation of Vienna Operations Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.292	
 	
By-Laws of Vienna Operations Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.293	
 	
Certificate of Formation of Vienna Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	
II-180

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	3.294	 	Limited Liability Company Agreement of Vienna Power LLC	 	Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on November 3, 2004	

3.295	
 	
Certificate of Formation of WCP (Generation) Holdings LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.296	
 	
Limited Liability Company Agreement of WCP (Generation) Holdings LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.297	
 	
Certificate of Formation of West Coast Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

3.298	
 	
Limited Liability Company Agreement of West Coast Power LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-4 filed on December 21, 2010	

4.01	
 	
Supplemental Indenture dated as of December 30, 2005, among NRG Energy, Inc., the subsidiary guarantors named on Schedule A thereto and Law Debenture Trust Company of New York, as trustee	
 	
Incorporated herein by reference to NRG Energy Inc.'s current report on Form 8-K filed on January 4, 2006	

4.02	
 	
Amended and Restated Common Agreement among XL Capital Assurance Inc., Goldman Sachs Mitsui Marine Derivative Products, L.P., Law Debenture Trust Company of New York, as Trustee, The Bank of New York, as Collateral Agent, NRG Peaker Finance Company LLC and each Project Company Party thereto dated as of January 6, 2004, together with Annex A to the Common Agreement	
 	
Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2003	

4.03	
 	
Amended and Restated Security Deposit Agreement among NRG Peaker Finance Company, LLC and each Project Company party thereto, and the Bank of New York, as Collateral Agent and Depositary Agent, dated as of January 6, 2004	
 	
Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2003	

4.04	
 	
NRG Parent Agreement by NRG Energy, Inc. in favor of the Bank of New York, as Collateral Agent, dated as of January 6, 2004	
 	
Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2003	
II-181

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	4.05	 	Indenture dated June 18, 2002, between NRG Peaker Finance Company LLC, as Issuer, Bayou Cove Peaking Power LLC, Big Cajun I Peaking Power LLC, NRG Rockford LLC, NRG Rockford II LLC and Sterlington Power LLC, as Guarantors, XL Capital Assurance Inc., as Insurer, and Law Debenture Trust Company, as Successor Trustee to the Bank of New York	 	Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2002	

4.06	
 	
Specimen of Certificate representing common stock of NRG Energy, Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on November 14, 2006	

4.07	
 	
Indenture, dated February 2, 2006, among NRG Energy, Inc. and Law Debenture Trust Company of New York	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on February 6, 2006	

4.08	
 	
Thirty-Sixth Supplemental Indenture, dated August 20, 2010, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York, re: NRG Energy, Inc.'s 8.25% Senior Notes due 2020	
 	
Incorporated herein by reference to NRG Energy Inc.'s current report on Form 8-K filed on August 20, 2010	

4.09	
 	
Form of 8.25% Senior Note due 2020	
 	
Incorporated herein by reference to NRG Energy Inc.'s current report on Form 8-K filed on August 20, 2010	

4.10	
 	
Registration Rights Agreement, dated August 20, 2010, among NRG Energy, Inc., the guarantors named therein and Citigroup Global Markets Inc., Banc of America Securities LLC and Deutsche Bank Securities Inc., as representatives of the several initial purchasers	
 	
Incorporated herein by reference to NRG Energy Inc.'s current report on Form 8-K filed on August 20, 2010	

4.11	
 	
Forty-First Supplemental Indenture, dated December 15, 2010, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York, re: NRG Energy, Inc.'s 8.25% Senior Notes due 2020	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on December 15, 2010	

4.12	
 	
Forty-Second Supplemental Indenture, dated January 26, 2011, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York, re: NRG Energy, Inc.'s 7.625% Senior Notes due 2018	
 	
Incorporated herein by reference to NRG Energy Inc.'s current report on Form 8-K filed on January 28, 2011	
II-182

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	4.13	 	Form of 7.625% Senior Note due 2018	 	Incorporated herein by reference to NRG Energy Inc.'s current report on Form 8-K filed on January 28, 2011	

4.14	
 	
Registration Rights Agreement, dated January 26, 2011, among NRG Energy, Inc., the guarantors named therein and J.P. Morgan Securities LLC, as initial purchaser	
 	
Incorporated herein by reference to NRG Energy Inc.'s current report on Form 8-K filed on January 28, 2011	

4.15	
 	
Forty-Eighth Supplemental Indenture, dated May 20, 2011, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on May 25, 2011	

4.16	
 	
Forty-Ninth Supplemental Indenture, dated May 20, 2011, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on May 25, 2011	

4.17	
 	
Fifty-First Supplemental Indenture, dated May 24, 2011, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on May 25, 2011	

4.18	
 	
Form of 7.875% Senior Note due 2021	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on May 25, 2011	

4.19	
 	
Registration Rights Agreement, dated May 24, 2011, among NRG Energy, Inc., the guarantors named therein and Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and RBS Securities Inc., as representatives of the initial purchasers	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on May 25, 2011	

4.20	
 	
Fifty-Second Supplemental Indenture, dated November 8, 2011, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on November 8, 2011	

4.21	
 	
Fifty-Fourth Supplemental Indenture, dated November 8, 2011, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on November 8, 2011	

4.22	
 	
Fifty-Fifth Supplemental Indenture, dated November 8, 2011, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on November 8, 2011	
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Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	4.23	 	Fifty-Seventh Supplemental Indenture, dated November 8, 2011, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York	 	Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on November 8, 2011	

4.24	
 	
Sixtieth Supplemental Indenture, dated as of April 5, 2012, among NRG Energy, Inc., the existing guarantors named herein and Law Debenture Trust Company of New York	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on April 5, 2012	

4.25	
 	
Sixty-First Supplemental Indenture, dated as of April 5, 2012, among NRG Energy, Inc., the existing guarantors named herein and Law Debenture Trust Company of New York	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on April 5, 2012	

4.26	
 	
Sixty-Third Supplemental Indenture, dated as of April 5, 2012, among NRG Energy, Inc., the existing guarantors named herein and Law Debenture Trust Company of New York	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on April 5, 2012	

4.27	
 	
Sixty-Sixth Supplemental Indenture, dated as of May 9, 2012, among NRG Energy, Inc., the guarantors named herein and Law Debenture Trust Company of New York	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on May 9, 2012	

4.28	
 	
Sixty-Seventh Supplemental Indenture, dated as of May 9, 2012, among NRG Energy, Inc., the guarantors named herein and Law Debenture Trust Company of New York	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on May 9, 2012	

4.29	
 	
Sixty-Ninth Supplemental Indenture, dated as of May 9, 2012, among NRG Energy, Inc., the guarantors named herein and Law Debenture Trust Company of New York	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on May 9, 2012	

4.30	
 	
Seventieth Supplemental Indenture, dated September 24, 2012, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on September 24, 2012	

4.31	
 	
Form of 6.625% Senior Note due 2023	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on September 24, 2012	

4.32	
 	
Seventy-Second Supplemental Indenture, dated as of October 9, 2012, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on October 9, 2012	
II-184

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	4.33	 	Seventy-Third Supplemental Indenture, dated as of October 9, 2012, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York	 	Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on October 9, 2012	

4.34	
 	
Seventy-Fifth Supplemental Indenture, dated as of October 9, 2012, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on October 9, 2012	

4.35	
 	
Seventy-Sixth Supplemental Indenture, dated as of October 9, 2012, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on October 9, 2012	

4.36	
 	
Senior Indenture, dated December 22, 2004, between Reliant Energy, Inc. and Wilmington Trust Company	
 	
Incorporated herein by reference to GenOn Energy, Inc.'s current report on Form 8-K filed on December 27, 2004	

4.37	
 	
Fourth Supplemental Indenture relating to the 7.625% Senior notes due 2014, among Reliant Energy, Inc., the Guarantors listed therein and Wilmington Trust Company, dated at June 13, 2007	
 	
Incorporated herein by reference to GenOn Energy Inc.'s current report on Form 8-K filed on June 15, 2007	

4.38	
 	
Fifth Supplemental Indenture relating to the 7.875% Senior notes due 2017, among Reliant Energy, Inc., the Guarantors listed therein and Wilmington Trust Company, dated at June 13, 2007	
 	
Incorporated herein by reference to Exhibit 4.2 to GenOn Energy Inc.'s current report on Form 8-K filed June 15, 2007	

4.39	
 	
Indenture between Mirant Americas Generation, Inc. and Bankers Trust Company, as trustee, relating to Senior Notes, dated at May 1, 2001	
 	
Incorporated herein by reference to Exhibit 4.1 to Mirant Americas Generation, Inc.'s Registration Statement on Form S-4 filed on June 18, 2001	

4.40	
 	
Third Supplemental Indenture from Mirant Americas Generation, Inc. to Bankers Trust Company, relating to 9.125% Senior Notes due 2031, dated at May 1, 2001	
 	
Incorporated herein by reference to Exhibit 4.4 to Mirant Americas Generation, Inc.'s Registration Statement on Form S-4 filed on June 18, 2001	

4.41	
 	
Fifth Supplemental Indenture from Mirant Americas Generation, Inc. to Bankers Trust Company, dated at October 9, 2001	
 	
Incorporated herein by reference to Exhibit 4.6 to Mirant Americas Generation, Inc.'s Registration Statement on Form S-4/A filed on May 7, 2002	

4.42	
 	
Sixth Supplemental Indenture from Mirant Americas Generation LLC to Bankers Trust Company, dated at November 1, 2001	
 	
Incorporated herein by reference to Exhibit 4.6 to Mirant Corporation's annual report on Form 10-K filed on February 27, 2009	
II-185

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	4.43	 	Seventh Supplemental Indenture, dated January 3, 2006, between Mirant Americas Generation LLC and Wells Fargo Bank National Association (as successor to Bankers Trust Company), re: Indenture, dated May 1, 2001.	 	Incorporated herein by reference to Exhibit 4.1 to Mirant Americas Generation, LLC's quarterly report on Form 10-Q filed on May 14, 2007.	

4.44	
 	
Senior Notes Indenture, relating to the 9.5% Senior Notes Due 2018 and the 9.875% Senior Notes Due 2020, by GenOn Escrow Corp. and Wilmington Trust Company as trustee, dated at October 4, 2010	
 	
Incorporated by reference to Exhibit 4.4 to Mirant Corporation's quarterly report on Form 10-Q filed on November 5, 2010	

4.45	
 	
Supplemental Indenture, relating to the 9.5% Senior Notes due 2018 and the 9.875% Senior Notes Due 2020, by GenOn Energy, Inc. and Wilmington Trust Company as trustee, dated at December 3, 2010	
 	
Incorporated by reference to Exhibit 4.2 to GenOn Energy Inc.'s current report on Form 8-K filed on December 7, 2010	

4.46	
 	
Seventy-Eighth Supplemental Indenture, dated as of January 3, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on January 9, 2013	

4.47	
 	
Seventy-Ninth Supplemental Indenture, dated as of January 3, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on January 9, 2013	

4.48	
 	
Eighty-First Supplemental Indenture, dated as of January 3, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on January 9, 2013	

4.49	
 	
Eighty-Second Supplemental Indenture, dated as of January 3, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on January 9, 2013	

4.50	
 	
Eighty-Fourth Supplemental Indenture, dated as of March 13, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on March 13, 2013	

4.51	
 	
Eighty-Fifth Supplemental Indenture, dated as of March 13, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on March 13, 2013	
II-186

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	4.52	 	Eighty-Seventh Supplemental Indenture, dated as of March 13, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York	 	Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on March 13, 2013	

4.53	
 	
Eighty-Eighth Supplemental Indenture, dated as of March 13, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on March 13, 2013	

4.54	
 	
Eighty-Ninth Supplemental Indenture, dated as of March 13, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on March 13, 2013	

4.55	
 	
Ninety-First Supplemental Indenture, dated as of May 2, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York as trustee, re: NRG Energy, Inc.'s 8.25% Senior Notes due 2020.	
 	
Incorporated herein by reference to Exhibit 4.2 to the Registrant's current report on Form 8-K filed on May 3, 2013.	

4.56	
 	
Ninety-Second Supplemental Indenture, dated as of May 2, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York as trustee, re: NRG Energy, Inc.'s 7.625% Senior Notes due 2018.	
 	
Incorporated herein by reference to Exhibit 4.3 to the Registrant's current report on Form 8-K filed on May 3, 2013.	

4.57	
 	
Ninety-Fourth Supplemental Indenture, dated as of May 2, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York as trustee, re: NRG Energy, Inc.'s 7.875% Senior Notes due 2021.	
 	
Incorporated herein by reference to Exhibit 4.5 to the Registrant's current report on Form 8-K filed on May 3, 2013.	

4.58	
 	
Ninety-Fifth Supplemental Indenture, dated as of May 2, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York as trustee, re: NRG Energy, Inc.'s 6.625% Senior Notes due 2023.	
 	
Incorporated herein by reference to Exhibit 4.6 to the Registrant's current report on Form 8-K filed on May 3, 2013.	

4.59	
 	
Ninety-Seventh Supplemental Indenture, dated as of September 4, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York as trustee, re: NRG Energy, Inc.'s 8.25% Senior Notes due 2020.	
 	
Incorporated herein by reference to Exhibit 4.2 to the Registrant's current report on Form 8-K filed on September 6, 2013.	
II-187

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	4.60	 	Ninety-Eighth Supplemental Indenture, dated as of September 4, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York as trustee, re: NRG Energy, Inc.'s 7.625% Senior Notes due 2018	 	Incorporated herein by reference to Exhibit 4.3 to the Registrant's current report on Form 8-K filed on September 6, 2013.	

4.61	
 	
One Hundredth Supplemental Indenture, dated as of September 4, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York as trustee, re: NRG Energy, Inc.'s 7.875% Senior Notes due 2021.	
 	
Incorporated herein by reference to Exhibit 4.5 to the Registrant's current report on Form 8-K filed on September 6, 2013.	

4.62	
 	
One Hundred-First Supplemental Indenture, dated as of September 4, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York as trustee, re: NRG Energy,  Inc.'s 6.625% Senior Notes due 2023.	
 	
Incorporated herein by reference to Exhibit 4.6 to the Registrant's current report on Form 8-K filed on September 6, 2013.	

4.63	
 	
One Hundred-Third Supplemental Indenture, dated as of October 7, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York as trustee, re: NRG Energy, Inc.'s 8.25% Senior Notes due 2020.	
 	
Incorporated herein by reference to Exhibit 4.2 to the Registrant's current report on Form 8-K filed on October 8, 2013.	

4.64	
 	
One Hundred-Fourth Supplemental Indenture, dated as of October 7, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York as trustee, re: NRG Energy,  Inc.'s 7.625% Senior Notes due 2018.	
 	
Incorporated herein by reference to Exhibit 4.3 to the Registrant's current report on Form 8-K filed on October 8, 2013.	

4.65	
 	
One Hundred-Sixth Supplemental Indenture, dated as of October 7, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York as trustee, re: NRG Energy, Inc.'s 7.875% Senior Notes due 2021.	
 	
Incorporated herein by reference to Exhibit 4.5 to the Registrant's current report on Form 8-K filed on October 8, 2013.	

4.66	
 	
One Hundred-Seventh Supplemental Indenture, dated as of October 7, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York as trustee, re: NRG Energy,  Inc.'s 6.626% Senior Notes due 2023.	
 	
Incorporated herein by reference to Exhibit 4.6 to the Registrant's current report on Form 8-K filed on October 8, 2013.	
II-188

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	4.67	 	One Hundred-Eighth Supplemental Indenture, dated as of November 13, 2013, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York as trustee, re: NRG Energy, Inc.'s 8.5% Senior Notes due 2019, 8.25% Senior Notes due 2020, 7.625% Senior Notes due 2018, 7.625% Senior Notes due 2019, 7.875% Senior Notes due 2021 and 6.625% Senior Notes due 2023.	 	Incorporated herein by reference to Exhibit 4.6 to the Registrant's current report on Form 8-K filed on November 13, 2013.	

4.68	
 	
One Hundred-Ninth Supplemental Indenture, dated as of January 27, 2014, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York as trustee, re: NRG Energy,  Inc.'s 6.25% Senior Notes due 2022.	
 	
Incorporated herein by reference to Exhibit 4.1 to the Registrant's current report on Form 8-K filed on January 27, 2014.	

4.69	
 	
Form of 6.25% Senior Note due 2022.	
 	
Incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on January 27, 2014.	

4.70	
 	
Registration Rights Agreement, dated January 27, 2014, among NRG Energy, Inc., the guarantors named therein and Barclays Capital Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co., Morgan Stanley & Co. LLC, Credit Agricole Securities (USA) Inc., Natixis Securities Americas LLC and RBC Capital Markets, LLC, as initial purchasers.	
 	
Incorporated herein by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K filed on January 27, 2014.	

4.71	
 	
One Hundred-Tenth Supplemental Indenture, dated as of March 24, 2014, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York as trustee, re: NRG Energy, Inc.'s 8.5% Senior Notes due 2019, 8.25% Senior Notes due 2020, 7.625% Senior Notes due 2018, 7.625% Senior Notes due 2019, 7.875% Senior Notes due 2021, 6.625% Senior Notes due 2023 and 6.25% Senior Notes due 2022.	
 	
Incorporated herein by reference to Exhibit 4.1 to the Registrant's current report on Form 8-K filed on March 24, 2014.	

4.72	
 	
Indenture, dated as of April 21, 2014, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York as trustee, re: NRG Energy, Inc.'s 6.25% Senior Notes due 2024	
 	
Incorporated herein by reference to Exhibit 4.1 to the Registrant's current report on Form 8-K filed on April 21, 2014.	

4.73	
 	
Form of 6.25% Senior Note due 2022.	
 	
Incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on January 27, 2014.	
II-189

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	4.74	 	Registration Rights Agreement, dated January 27, 2014, among NRG Energy, Inc., the guarantors named therein and Barclays Capital Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co., Morgan Stanley & Co. LLC, Credit Agricole Securities (USA) Inc., Natixis Securities Americas LLC and RBC Capital Markets, LLC, as initial purchasers.	 	Incorporated herein by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K filed on January 27, 2014.	

4.75	
 	
One Hundred-Eleventh Supplemental Indenture, dated as of April 28, 2014, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York as trustee, re: NRG Energy,  Inc.'s 8.5% Senior Notes due 2019, 8.25% Senior Notes due 2020, 7.625% Senior Notes due 2018, 7.625% Senior Notes due 2019, 7.875% Senior Notes due 2021, 6.625% Senior Notes due 2023 and 6.25% Senior Notes due 2022.	
 	
Incorporated herein by reference to Exhibit 4.1 to the Registrant's current report on Form 8-K filed on May 2, 2014.	

4.76	
 	
First Supplemental Indenture, dated as of May 2, 2014, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York as trustee, re: NRG Energy, Inc.'s 6.25% Senior Notes due 2024.	
 	
Incorporated herein by reference to Exhibit 4.2 to the Registrant's current report on Form 8-K filed on May 2, 2014.	

4.77	
 	
One Hundred-Twelfth Supplemental Indenture, dated as of October 3, 2014, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York, as trustee.	
 	
Incorporated herein by reference to Exhibit 4.1 to the Registrant's current report on Form 8-K filed on October 3, 2014.	

4.78	
 	
Second Supplemental Indenture, dated as of October 3, 2014, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York, as trustee, re: NRG Energy, Inc.'s 6.25% Senior Notes due 2024.	
 	
Incorporated herein by reference to Exhibit 4.2 to the Registrant's current report on Form 8-K filed on October 3, 2014.	

4.79	
 	
One Hundred-Thirteenth Supplemental Indenture, dated as of November 12, 2014, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York, as trustee, re: NRG Energy,  Inc.'s 8.25% Senior Notes due 2020, 7.625% Senior Notes due 2018, 7.875% Senior Notes due 2021, 6.625% Senior Notes due 2023 and 6.25% Senior Notes due 2022.	
 	
Incorporated herein by reference to Exhibit 4.1 to the Registrant's current report on Form 8-K filed on November 14, 2014.	
II-190

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	4.80	 	Third Supplemental Indenture, dated as of November 12, 2014, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York, as trustee, re: NRG Energy, Inc.'s 6.25% Senior Notes due 2024.	 	Incorporated herein by reference to Exhibit 4.2 to the Registrant's current report on Form 8-K filed on November 14, 2014.	

4.81	
 	
One Hundred-Fourteenth Supplemental Indenture, dated as of November 24, 2014, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York, as trustee, re: NRG Energy,  Inc.'s 8.25% Senior Notes due 2020, 7.625% Senior Notes due 2018, 7.875% Senior Notes due 2021, 6.625% Senior Notes due 2023 and 6.25% Senior Notes due 2022.	
 	
Incorporated herein by reference to Exhibit 4.1 to the Registrant's current report on Form 8-K filed on November 25, 2014.	

4.82	
 	
Fourth Supplemental Indenture, dated as of November 24, 2014, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York, as trustee, re: NRG Energy, Inc.'s 6.25% Senior Notes due 2024.	
 	
Incorporated herein by reference to Exhibit 4.2 to the Registrant's current report on Form 8-K filed on November 25, 2014.	

5.01	
 	
Opinion of Kirkland & Ellis LLP, with respect to registrants organized under the laws of the States of Delaware, California and New York	
 	
Filed herewith	

5.02	
 	
Opinion of Stinson Leonard Street LLP with respect to the registrant organized under the laws of the State of Minnesota	
 	
Filed herewith	

5.03	
 	
Opinion of Andrews Kurth LLP, with respect to registrants organized under the laws of the State of Texas	
 	
Filed herewith	

5.04	
 	
Opinion of Perkins Coie LLP, with respect to the registrant organized under the laws of the State of Oregon	
 	
Filed herewith	

5.05	
 	
Opinion of Paul Frank + Collins P.C., with respect to the registrant organized under the laws of the State of Vermont	
 	
Filed herewith	

10.01	
 	
Note Agreement, dated August 20, 1993, between NRG Energy, Inc., Energy Center, Inc. and each of the purchasers named therein	
 	
Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-1, as amended, Registration No. 333-33397	
II-191

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	10.02	 	Master Shelf and Revolving Credit Agreement, dated August 20, 1993, between NRG Energy, Inc., Energy Center, Inc., The Prudential Insurance Registrants of America and each Prudential Affiliate, which becomes party thereto	 	Incorporated herein by reference to NRG Energy, Inc.'s Registration Statement on Form S-1, as amended, Registration No. 333-33397	

10.03	
*	
Form of NRG Energy Inc. Long-Term Incentive Plan Deferred Stock Unit Agreement for Officers and Key Management	
 	
Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2004	

10.04	
*	
Form of NRG Energy, Inc. Long-Term Incentive Plan Deferred Stock Unit Agreement for Directors	
 	
Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2004	

10.05	
*	
Form of NRG Energy, Inc. Long-Term Incentive Plan Non-Qualified Stock Option Agreement	
 	
Incorporated herein by reference to NRG Energy, Inc.'s quarterly report on Form 10-Q for the quarter ended September 30, 2004	

10.06	
*	
Form of NRG Energy, Inc. Long-Term Incentive Plan Restricted Stock Unit Agreement	
 	
Incorporated herein by reference to NRG Energy, Inc.'s quarterly report on Form 10-Q for the quarter ended September 30, 2004	

10.07	
*	
Form of NRG Energy, Inc. Long Term Incentive Plan Performance Unit Agreement	
 	
Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2009	

10.08	
*	
Amended and Restated Annual Incentive Plan for Designated Corporate Officers	
 	
Incorporated herein by reference to NRG Energy, Inc.'s 2009 proxy statement on Schedule 14A filed on June 16, 2009	

10.09	
 	
Railroad Car Full Service Master Leasing Agreement, dated as of February 18, 2005, between General Electric Railcar Services Corporation and NRG Power Marketing Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2004	

10.10	
 	
Purchase Agreement (West Coast Power) dated as of December 27, 2005, by and among NRG Energy, Inc., NRG West Coast LLC (Buyer), DPC II Inc. (Seller) and Dynegy, Inc.	
 	
Incorporated herein by reference to NRG Energy Inc.'s current report on Form 8-K filed on December 28, 2005	

10.11	
 	
Purchase Agreement (Rocky Road Power), dated as of December 27, 2005, by and among Termo Santander Holding, L.L.C. (Buyer), Dynegy, Inc., NRG Rocky Road LLC (Seller) and NRG Energy,  Inc.	
 	
Incorporated herein by reference to NRG Energy Inc.'s current report on Form 8-K filed on December 28, 2005	

10.12	
 	
Stock Purchase Agreement, dated as of August 10, 2005, by and between NRG Energy, Inc. and Credit Suisse First Boston Capital LLC	
 	
Incorporated herein by reference to NRG Energy Inc.'s current report on Form 8-K filed on August 11, 2005	
II-192

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	10.13	 	Agreement with respect to the Stock Purchase Agreement, dated December 19, 2008, by and between NRG Energy, Inc. and Credit Suisse First Boston Capital LLC	 	Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2008	

10.14	
 	
Investor Rights Agreement, dated as of February 2, 2006, by and among NRG Energy, Inc. and certain stockholders of NRG Energy, Inc. set forth therein	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on February 8, 2006	

10.15	
†	
Terms and Conditions of Sale, dated as of October 5, 2005, between Texas Genco II LP and Freight Car America, Inc., (including the Proposal Letter and Amendment thereto)	
 	
Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2005	

10.16	
*	
Amended and Restated Employment Agreement, dated December 4, 2008, between NRG Energy, Inc. and David W. Crane	
 	
Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2008	

10.17	
*	
CEO Compensation Table	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on December 9, 2009.	

10.18	
 	
Limited Liability Company Agreement of NRG Common Stock Finance I LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on August 10, 2006	

10.19	
 	
Note Purchase Agreement, dated August 4, 2006, between NRG Common Stock Finance I LLC, Credit Suisse International and Credit Suisse Securities (USA) LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on August 10, 2006	

10.20	
 	
Amendment Agreement, dated February 27, 2008, to the Note Purchase Agreement by and among NRG Common Stock Finance I LLC, Credit Suisse International, and Credit Suisse Securities (USA)  LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s quarterly report on Form 10-Q for the quarter ended March 31, 2008	

10.21	
 	
Amendment Agreement, dated December 19, 2008, to the Note Purchase Agreement by and among NRG Common Stock Finance I LLC, Credit Suisse International, and Credit Suisse Securities (USA)  LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2009	

10.22	
 	
Amendment Agreement, dated December 19, 2008, to the Note Purchase Agreement by and among NRG Common Stock Finance II LLC, Credit Suisse International, and Credit Suisse Securities (USA)  LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2008	
II-193

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	10.23	 	Agreement with respect to Note Purchase Agreement, dated December 19, 2008, by and among NRG Common Stock Finance I LLC, Credit Suisse International, and Credit Suisse Securities (USA) LLC	 	Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2008	

10.24	
 	
Agreement with respect to Note Purchase Agreement, dated December 19, 2008, by and among NRG Common Stock Finance II LLC, Credit Suisse International, and Credit Suisse Securities (USA)  LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended February 12, 2009	

10.25	
 	
Preferred Interest Purchase Agreement, dated August 4, 2006, between NRG Common Stock Finance I LLC, Credit Suisse Capital LLC and Credit Suisse Securities (USA) LLC, as agent	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on August 10, 2006	

10.26	
 	
Preferred Interest Amendment Agreement, dated February 27, 2008, by and among NRG Common Stock Finance I LLC, Credit Suisse International, and Credit Suisse Securities (USA) LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s quarterly report on Form 10-Q for the quarter ended March 31, 2008	

10.27	
 	
Preferred Interest Amendment Agreement, dated December 19, 2008, by and among NRG Common Stock Finance I LLC, Credit Suisse International, and Credit Suisse Securities (USA) LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2008	

10.28	
 	
Preferred Interest Amendment Agreement, dated December 19, 2008, by and among NRG Common Stock Finance II LLC, Credit Suisse International, and Credit Suisse Securities (USA) LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2008	

10.29	
 	
Agreement with respect to Preferred Interest Purchase Agreement, dated December 19, 2008, by and among NRG Common Stock Finance I LLC, Credit Suisse International, and Credit Suisse Securities (USA) LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2008	

10.30	
 	
Agreement with respect to Preferred Interest Purchase Agreement, dated December 19, 2008, by and among NRG Common Stock Finance II LLC, Credit Suisse International, and Credit Suisse Securities (USA) LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2008	

10.31	
*	
NRG Energy, Inc. Executive Change-in-Control and General Severance Agreement, dated December 9, 2008	
 	
Incorporated herein by reference to NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2008	
II-194

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	10.32	 	Amended and Restated Contribution Agreement (NRG), dated March 25, 2008, by and among Texas Genco Holdings, Inc., NRG South Texas LP and NRG Nuclear Development Company LLC and Certain Subsidiaries Thereof.	 	Incorporated herein by reference to the Registrant's quarterly report on Form 10-Q filed on May 1, 2008.	

10.33	
†	
Contribution Agreement (Toshiba), dated February 29, 2008, by and between Toshiba Corporation and NRG Nuclear Development Company LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s quarterly report on Form 10-Q for the quarter ended March 31, 2008	

10.34	
†	
Multi-Unit Agreement, dated February 29, 2008, by and among Toshiba Corporation, NRG Nuclear Development Company LLC and NRG Energy, Inc.	
 	
Incorporated herein by reference to NRG Energy, Inc.'s quarterly report on Form 10-Q for the quarter ended March 31, 2008	

10.35	
†	
Amended and Restated Operating Agreement of Nuclear Innovation North America LLC, dated May 1, 2008	
 	
Incorporated herein by reference to NRG Energy, Inc.'s quarterly report on Form 10-Q for the quarter ended March 31, 2008	

10.36	
†	
LLC Membership Purchase Agreement between Reliant Energy, Inc. and NRG Retail LLC, dated as of February 28, 2009	
 	
Incorporated herein by reference to NRG Energy, Inc.'s quarterly report on Form 10-Q for the quarter ended March 31, 2009	

10.37	
 	
Project Agreement, Settlement Agreement and Mutual Release, dated March 1, 2010, by and among by and among Nuclear Innovation North America LLC, the City of San Antonio acting by and through the City Public Service Board of San Antonio, a Texas municipal utility, NINA Texas 3 LLC and NINA Texas 4 LLC, and solely for purposes of certain sections of the Settlement Agreement, by NRG Energy, Inc and NRG South Texas LP	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on March 2, 2010	

10.38	
†	
STP 3 & 4 Owners Agreement, dated March 1, 2010, by and among Nuclear Innovation North America LLC, the City of San Antonio, NINA Texas 3 LLC and NINA Texas 4 LLC	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on March 2, 2010	

10.39	
*	
2009 Executive Change-in-Control and General Severance Plan	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on April 1, 2010	

10.40	
†	
Investment and Option Agreement by and among Nuclear Innovation North America LLC, Nuclear Innovation North America Investments Holdings LLC and TOPCO Nuclear Energy America LLC, dated as of May 10, 2010	
 	
Incorporated herein by reference to NRG Energy, Inc.'s quarterly report on Form 10-Q filed on August 2, 2010	
II-195

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	10.41	†	Parent Company Agreement by and among NRG Energy, Inc., Nuclear Innovation North America LLC, TEPCO and TEPCO Nuclear Energy America LLC, dated as of May 10, 2010	 	Incorporated herein by reference to NRG Energy, Inc.'s quarterly report on Form 10-Q filed on August 2, 2010	

10.42	
(a)	
Letter of Credit and Reimbursement Agreement, dated as of June 30, 2010	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on July 1, 2010	

10.42	
(b)	
Letter of Credit and Reimbursement Agreement, dated as of June 30, 2010	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on July 1, 2010	

10.43	
*	
The NRG Energy, Inc. Amended and Restated Long Term Incentive Plan	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on August 13, 2010	

10.44	
 	
Amended and Restated Credit Agreement, dated July 1, 2011, by and among NRG Energy, Inc., the lenders party thereto, and the joint lead bookrunners and joint lead arrangers party thereto	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K filed on July 5, 2011.	

10.45	
*	
Form of Market Stock Unit Grant Agreement	
 	
Incorporated herein by reference to NRG Energy, Inc.'s current report on Form 8-K/A filed on September 12, 2011	

10.46	
 	
Registration Rights Agreement, dated September 24, 2012, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Securities Inc., Merrill, Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., J.P. Morgan Securities LLC, Morgan Stanley & Co. Incorporated and RBS Securities Inc., as initial purchasers	
 	
Incorporated herein by reference to the Registrant's current report on Form 8-K filed on September 24, 2012	

10.47	
*	
NRG 2010 Stock Plan for GenOn Employees	
 	
Incorporated herein by reference to the NRG Energy, Inc.'s current report on Form 8-K filed on September 24, 2012	

10.48	
 	
Revolving Credit Agreement among GenOn Energy, Inc., as Borrower, GenOn Americas, Inc., as Borrower, the several lenders from time to time parties hereto, and NRG Energy, Inc., as Administrative Agent, dated as of December 14, 2012	
 	
Incorporated herein by reference to the NRG Energy, Inc.'s annual report on Form 10-K for the year ended December 31, 2012	
II-196

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	10.49	 	First Amendment Agreement, dated as of February 6, 2013, to the Amended and Restated Credit Agreement and the Second Amended and Restated Collateral Trust Agreement	 	Incorporated herein by reference to Exhibit 10.1 to the Registrant's quarterly report on Form 10-Q filed on May 7, 2013	

10.50	
 	
Second Amendment Agreement, dated as of June 4, 2013, to the Amended and Restated Credit Agreement and the Second Amended and Restated Collateral Trust Agreement	
 	
Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on June 10, 2013	

10.51	
*	
NRG Energy, Inc. Long-Term Incentive Plan Market Stock Unit Agreement	
 	
Incorporated herein by reference to Exhibit 10.53 to the Registrant's annual report on Form 10-K for the year ended December 31, 2013	

10.52	
*	
NRG Energy, Inc. 2010 Stock Plan For GenOn Employees Market Stock Unit Agreement	
 	
Incorporated herein by reference to Exhibit 10.53 to the Registrant's annual report on Form 10-K for the year ended December 31, 2013	

10.53	
*	
Amended and Restated Employee Stock Purchase Plan	
 	
Incorporated herein by reference to the Exhibit 10.1 to the Registrant's quarterly report on Form 10-Q filed on August 7, 2014	

10.54	
*	
Amendment 2014-1 to the Amended and Restated Employment Agreement between NRG Energy, Inc. and David Crane, dated December 4, 2014	
 	
Incorporated by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on December 10, 2014	

12.01	
 	
Statement re: Computation of Ratios.	
 	
Filed herewith	

21.01	
 	
Subsidiaries of NRG Energy, Inc.	
 	
Filed herewith	

23.01	
 	
Consent of Kirkland & Ellis LLP	
 	
Included in Exhibit 5.01	

23.02	
 	
Consent of Stinson Leonard Street LLP	
 	
Included in Exhibit 5.02	

23.03	
 	
Consent of Andrews Kurth LLP	
 	
Included in Exhibit 5.03	

23.04	
 	
Consent of Perkins Coie LLP	
 	
Included in Exhibit 5.04	

23.05	
 	
Consent of Paul Frank + Collins P.C.	
 	
Included in Exhibit 5.05	

23.06	
 	
Consent of KPMG LLP	
 	
Filed herewith	

24.01	
 	
Powers of Attorney with respect to NRG Energy, Inc. and the additional registrants	
 	
Included on the signature pages to the Registration Statement	

25.01	
 	
Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939 of Law Debenture Trust Company of New York	
 	
Filed herewith	

99.01	
 	
Form of Letter of Transmittal	
 	
Filed herewith	

99.02	
 	
Form of Notice of Guaranteed Delivery	
 	
Filed herewith	
II-197

Table of Contents
 	 	 	 	 	 	
Exhibit
No.	 	Description	 	Method of Filing	
 	99.03	 	Form of Letter to Brokers, Dealers and Other Nominees	 	Filed herewith	

99.04	
 	
Form of Instructions to Registered Holder and/or DTC Participant From Beneficial Owner	
 	
Filed herewith	

*
Exhibit relates to compensation arrangements.

†
Portions of these exhibits have been redacted and are subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

II-198

Exhibit 3.65
 
 	Certificate of Formation	 	
 	OF	FILED	
 	Forward Home Security, LLC	In the Office of the	
 	A Limited Liability Company	Secretary of State of Texas	
 	 	AUG 21 2012
 
Corporations Section	
 
ARTICLE I
NAME
 
The name of this limited liability company is Forward Home Security, LLC, referred to in these Articles of Organization as the “Company.”
 
ARTICLE II
REGISTERED OFFICE AND AGENT
 
Section 2.01 Registered Office
The registered office of the Company is 508 Elm Creek Drive, McKinney TX 75071.
 
Section 2.02 Registered Agent
The Company’s registered agent is Cherice A Stoltzfus whose office is located at 508 Elm Creek Drive, McKinney TX 75071.
 
ARTICLE III
DURATION
 
The period of duration of the Company is perpetual.
 
ARTICLE IV
ORGANIZER
 
The organizer of the Company is Karen A. Meredith, a natural person at least eighteen (18) years old. The organizer’s address is 251 O’Connor Ridge Blvd., Suite 370, Irving, Texas 75038.
 
ARTICLE V
PURPOSE AND POWERS
 
This Company is organized with a general business purpose and may engage in any lawful business.

 
ARTICLE VI
MANAGEMENT BY MEMBERS

The Company will not have managers but will be managed by the members, as further provided in the Company’s regulations.
 
ARTICLE VII
IDENTIFICATION OF INITIAL MEMBER
 
The initial members’ names and addresses are as follows:
 
Daniel Stoltzfus
1720 Winding Hollow Lane
McKinney, TX 75070
 
James Birkbeck
3217 Mile High Lane
McKinney, TX 75070
 
Dwayne Stoltzfus
508 Elm Creek Drive
McKinney, TX 75071
 
Executed this 21st day of August 2012
 
BY:	 	
 	 	
/s/ Karen A Meredith	 	
Karen A Meredith, CPA
Organizer	 	

 
Form 403
(Revised 05/11)
 
Submit in duplicate to:
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
512 463-5555
FAX: 512/463-5709
Filing Fee: $15	 
[SEAL]
 
Certificate of Correction	This space reserved for office use.
 
FILED
In the Office of the
Secretary of State of Texas
SEP 05 2012
 
Corporations Section	
 
Entity Information
 
1.     The name of the filing entity is:
 
Forward Home Security, LLC
 
State the name of the entity as currently shown in the records of the secretary of state. If the certificate of correction corrects the name of the entity, state the present name and not the name as it will be corrected.
 
The file number issued to the filing entity by the secretary of state is: 801643801
 
Filing Instrument to be Corrected
 
2.     The filing instrument to be corrected is:  Certificate of Formation filed on August 21, 2012
 
The date the filing instrument was filed with the secretary of state:	08/21/2012	 	
 	mm/dd/yyyy	 	
 
Identification of Errors and Corrections
(Indicate the errors that have been made by checking the appropriate box or boxes; then provide the corrected text.)
 
o The entity name is inaccurate or erroneously stated. The corrected entity name is:

x The registered agent nameis inaccurate or erroneously stated. The corrected registered agent name is:
 
Corrected Registered Agent
(Complete either A or B, but not both.)
 
A.    The registered agent is an organization (cannot be entity named above) by the name of:
 
OR
 
B.    The registered agent is an individual resident of the state whose name is:
 
Daniel	 	 	 	Stoltzfus	 	 	
First	 	Middle	 	Last Name	 	Suffix	
 
The person executing this certificate of correction affirms that the registered agent, whose name is being corrected by this certificate, consented to serve as registered agent at the time the filing instrument being corrected took effect.

 
x  The registered office address is inaccurate or erroneously stated. The corrected registered office address is:
 
Corrected Registered Office Address	
 
1720 Winding Hollow Lane	 	McKinney	 	TX	 	75070	
Street Address (No P.O. Box)	 	City	 	State	 	Zip Code	
 
o  The purpose of the entity is inaccurate or erroneously stated. The purpose is corrected to read as follows:

o  The period of duration of the entity is inaccurate or erroneously stated. The period of duration is corrected to read as follows:
 
Identification of Other Errors and Corrections
(Indicate the other errors and corrections that have been made by checking and completing the appropriate box or boxes.)
 
o  Other errors and corrections. The following inaccuracies and errors in the filing instrument are corrected as follows:
 
o  Add Each of the following provisions was omitted and should be added to the filing instrument. The identification or reference of each added provision and the full text of the provision is set forth below.
 
x  Alter The following identified provisions of the filing instrument contain inaccuracies or errors to be corrected. The full text of each corrected provision is set forth below:
Article VI should read:
MANAGEMENT BY MANAGERS
The Company will have both managers and members but will be managed by managers, as further provided in the Company’s regulations.
 
x  Delete Each of the provisions identified below was included in error and should be deleted.
Article VII
The following individual should be removed as an initial member.
Dwayne Stoltzfus
508 Elm Creek Drive
McKinney, TX 75071

 
o    Defective Execution The filing instrument was defectively or erroneously signed, sealed, acknowledged or verified. Attached is a correctly signed, sealed, acknowledged or verified instrument.
 
Statement Regarding Correction
 
The filing instrument identified in this certificate was an inaccurate record of the event or transaction evidenced in the instrument, contained an inaccurate or erroneous statement, or was defectively or erroneously signed, sealed, acknowledged or verified. This certificate of correction is submitted for the purpose of correcting the filing instrument.
 
Correction to Merger, Conversion or Exchange
 
The filing instrument identified in this certificate of correction is a merger, conversion or other instrument involving multiple entities. The name and file number of each entity that was a party to the transaction is set forth below. (If the space provided is not sufficient, include information as an attachment to this form.)

Entity name	 	 	SOS file number	
 	 	 	 	
Entity name	 	 	SOS file number	
 
Effectiveness of Filing
 
After the secretary of state files the certificate of correction, the filing instrument is considered to have been corrected on the date the filing instrument was originally filed except as to persons adversely affected. As to persons adversely affected by the correction, the filing instrument is considered to have been corrected on the date the certificate of correction is filed by the secretary of state.
 
Execution
 
The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument.

Date:	9/5/12	 	 	
 	 	
 	By:	 	
 	 	 	
 	 	/s/ Karen A. Meredith	
 	 	Signature of authorized person	
 	 	 	
 	 	Karen A. Meredith	
 	 	Printed or typed name of authorized person (see instructions)	

 
Form 424
(Revised 01/06)
 
Return in duplicate to:
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
512 463-5555
FAX: 512/463-5709
Filing Fee: See instructions	 
[SEAL]
 
Certificate of Amendment	This space reserved for office use.

FILED
In the Office of the
Secretary of State of Texas
OCT 22 2014
 
Corporations Section	
 
Entity Information
 
The name of the filing entity is:
 
Forward Home Security, LLC
 
State the name of the entity as currently shown in the records of the secretary of state. If the amendment changes the name of the entity, state the old name and not the new name.
 
The filing entity is a: (Select the appropriate entity type below.)
 
o For-profit Corporation	 	o Professional Corporation	
o Nonprofit Corporation	 	o Professional Limited Liability Company	
o Cooperative Association	 	o Professional Association	
x Limited Liability Company	 	o Limited Partnership	
 
The file number issued to the filing entity by the secretary of state is: 801643801
 
The date of formation of the entity is: August 21, 2012
 
Amendments
 
1. Amended Name
(If the purpose of the certificate of amendment is to change the name of the entity, use the following statement)
 
The amendment changes the certificate of formation to change the article or provision that names the filing entity. The article or provision is amended to read as follows:
 
The name of the filing entity is: (state the new name of the entity below)

The name of the entity must contain an organizational designation or accepted abbreviation of such term, as applicable.
 
2. Amended Registered Agent/Registered Office
 
The amendment changes the certificate of formation to change the article or provision stating the name of the registered agent and the registered office address of the filing entity. The article or provision is amended to read as follows:

 
Registered Agent
(Complete either A or B, but not both. Also complete C.)
 
x                       A. The registered agent is an organization (cannot be entity named above) by the name of:
 
CT Corporation System
 
OR
 
oB. The registered agent is an individual resident of the state whose name is:

First Name	M.I.	Last Name	Suffix	
 
C. The business address of the registered agent and the registered office address is:
 
1999 Bryan St., Suite 900	Dallas,	TX	75201	
Street Address (No P.O. Box)	City	State	Zip Code	
 
3. Other Added, Altered, or Deleted Provisions
 
Other changes or additions to the certificate of formation may be made in the space provided below. If the space provided is insufficient, incorporate the additional text by providing an attachment to this form. Please read the instructions to this form for further information on format.
 
Text Area (The attached addendum, if any, is incorporated herein by reference.)
 
o     Addeach of the following provisions to the certificate of formation. The identification or reference of the added provision and the full text are as follows:
 
x    Altereach of the following provisions of the certificate of formation. The identification or reference of the altered provision and the full text of the provision as amended are as follows:
 
Article VI should read: Management by Members.
This entity is member-managed by its Sole Member, NRG Security LLC
211 Carnegie Center, Princeton, NJ 08540
 
o    Deleteeach of the provisions identified below from the certificate of formation.
 
Statement of Approval
 
The amendments to the certificate of formation have been approved in the manner required by the Texas Business Organizations Code and by the governing documents of the entity.

 
Effectiveness of Filing (Select either A, B, or C,)
 
A.   x This document becomes effective when the document is filed by the secretary of state.
 
B.   o This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:
 
C.   o This document takes effect upon the occurrence of a future event or fact, other than the passage of time. The 90th day after the date of signing is:
 
The following event or fact will cause the document to take effect in the manner described below:

Execution
 
The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.
 
Date:	October 21, 2014	 	Lynne P. Wittkamp, authorized person	
 	 	 	
 	 	/s/ Lynne P. Wittkamp	
 	 	 	
 	 	Signature and title of authorized person(s) (see instructions)	

Exhibit 3.66
 
AMENDED & RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
FORWARD HOME SECURITY, LLC
a Texas Limited Liability Company
 
THIS AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Forward Home Security, LLC (the  “Company”),  dated as of October 15, 2014 is adopted by, and executed and agreed to, for good and valuable consideration, by the Sole Member of the Company, NRG Security LLC, a Delaware limited liability company.
 
WHEREAS, articles of organization for Forward Home Security, LLC (the “Company”), have been filed with the Secretary of State of the State of Texas; and
 
WHEREAS, it is desired that the orderly management of the affairs of the Company be provided for;
 
NOW, THEREFORE, it is agreed as follows:
 
ARTICLE I
DEFINITIONS
 
1.1                              Definitions.As used in this Agreement, the following terms have the following meanings:
 
“Act” means the Texas Limited Liability Company Act and any successor statute, as amended from time to time.
 
“Agreement” has the meaning given that term in the introductory paragraph.
 
“Capital Contribution” means the aggregate contribution by a Member to the capital of the Company.
 
“Certificate” has the meaning given that term in Section 2.1.
 
“Company” means Forward Home Security, LLC, a Texas limited liability company.
 
“Dispose,” “Disposed,” “Disposing” or “Disposition” means a sale, assignment, transfer, exchange or other disposition (including, without limitation, by operation of law); provided, however, that this definition does not include the granting and/ or perfection of a security interest lien or encumbrance.
 
“Incapacity” or “Incapacitated” means (a) with respect to a natural person, the bankruptcy, death, incompetency or insanity of such person and (b) with respect to any other Person, the bankruptcy, liquidation, dissolution or termination of such Person.
 
1

 
“Majority Members” means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.
 
“Member” means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person who has ceased to be a member of the Company.
 
“Person” means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.
 
“Proceeding” has the meaning given such term in Section 5.1.
 
“Units” means the units of each Member representing such Member’s interest in the income, gains, losses, deductions and expenses of the Company as set forth on  Schedule A  hereto, as amended from time to time in accordance with the terms of this Agreement.
 
1.2                              Construction.Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules are to Schedules attached hereto, each of which is made a part hereof for all purposes.
 
ARTICLE II
ORGANIZATION
 
2.1                              Formation.The Company has been organized as a Texas limited liability company by the filing of a Certificate of Formation (the “ Certificate ”) under and pursuant to the Act.
 
2.2                              Name.The name of the Company is “Forward Home Security, LLC” and all Company business shall be conducted in that name or such other names that comply with applicable law as the Majority Members may select from time to time.
 
2.3                              Registered Office; Registered Agent; Principal Office; Other Offices.The registered office of the Company required by the Act to be maintained in the State of Texas shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Majority Members may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Texas shall be the initial registered agent named in the Certificate or such other Person or Persons as the Majority Members may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Majority Members may designate from time to time, which need not be in the State of Texas.
 
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2.4                              Purposes.The purposes of the Company are to engage in any business or activity that is not prohibited by the Act or the laws of the jurisdictions in which the Company engages in such business or activity.
 
2.5                              Foreign Qualification.Prior to the Company’s conducting business in any jurisdiction other than Texas, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.
 
2.6                              Term.The term of the Company commenced on the date the original certificate of formation was filed with the office of the Secretary of State of Texas and shall continue in existence until termination and dissolution thereof as determined under  Section 8.1  of this Agreement.
 
2.7                              No State-Law Partnership.The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.
 
2.8                              Unit Certificates.The number of authorized Units shall initially be one thousand (1,000). Units may be represented by one or more certificates in such form as the Majority Members may from time to time approve, and shall be subject to such rules for the issuance thereof as the Majority Members may from time to time determine.
 
2.9                              All Interests shall be Securities.All interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code and shall be evidenced by certificates. The certificated interests shall be in registered form within the meaning of Article 8 of the Uniform Commercial Code.
 
ARTICLE III
MEMBERS, UNITS AND DISTRIBUTIONS
 
3.1                              Members.
 
(a)                                The names, residence, business or mailing addresses and the Units of the Members are set forth in Schedule A , as amended from time to time in accordance with the terms of this Agreement.
 
(b)                                No Member, as such, shall be required to lend any funds to the Company or to make any additional contribution of capital to the Company, except as otherwise required by applicable law or by this Agreement. Any Member may, with the approval of the Majority
 
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Members, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a Capital Contribution.
 
(c)                                 Each Member shall execute a counterpart of this Agreement, and when a Person is admitted as a Member, such Person shall execute a counterpart of this Agreement and such Person shall be listed as a Member on  Schedule A  with such Member’s address and Units.
 
3.2                              Liability of Members.Except as otherwise required by applicable law and as explicitly set forth in this Agreement, no Member shall have any personal liability whatsoever in its capacity as a Member, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company, and therefore, a Member shall be liable only to make Capital Contributions to the Company and the other payments as provided herein. To the extent that, at law or in equity, a Member or other Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or another Person, such Member or other Person acting in accordance with this Agreement shall not be liable to the Company or any other Member for its good faith reliance on the provisions of this Agreement.
 
3.3                              Member Units.Each Member’s interest in the Company, including such Member’s interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by such Member.
 
3.4                              Issuance of Additional Units and Interests.The Majority Members shall have the right to cause the Company to create and issue or sell: (i) additional Units or other interests in the Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company. Upon the acquisition of any Units or other interests in the Company by a Person who is not a Member, such Person shall execute and deliver a counterpart of this Agreement and shall become a Member hereunder, and  Schedule A hereto shall be amended to reflect such issuance and new Member.
 
3.5                              Distributions.Subject to the provision of the Act, the Majority Members shall have sole discretion regarding the amounts and timing of distributions to Members, in each case subject to the retention of, or payment to third parties of, such funds as it deems necessary with respect to the reasonable business needs of the Company which shall include (but not by way of limitation) the payment or the making of provision for the payment when due of Company obligations, including the payment of any management or administrative fees and expenses or any other obligations.
 
ARTICLE IV
MANAGEMENT
 
4.1                              Management by the Members.The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under
 
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the direction of, the Majority Members, and the Majority Members shall make all decisions and take all actions for the Company.
 
4.2                              Actions by Members; Delegation of Authority and Duties.
 
(a)                                In managing the business and affairs of the Company and exercising its powers, the Majority Members shall act through (i) meetings and written consents pursuant to  Sections 4.3  and  4.4 , and (ii) any Person to whom authority and duties have been delegated pursuant to  Section 4.2(b) .
 
(b)                                The Majority Members may, from time to time, delegate to one or more Persons such authority and duties as the Majority Members may deem advisable. In addition, the Majority Members may assign titles (including, without limitation, chairman, chief executive officer, president, vice president, secretary, assistant secretary, treasurer and assistant treasurer) to any such Persons and delegate to such other individuals certain authority and duties. Any number of titles may be held by the same individual. Any delegation pursuant to this  Section 4.2(b ) may be revoked at any time by the Majority Members.
 
4.3                              Meetings.
 
(a)                                The Majority Members shall constitute a quorum for the transaction of business of the Company, and except as otherwise provided in this Agreement, the act of the Majority Members present at a meeting of the Members at which a quorum is present shall be the act of the Members.
 
(b)                                Meetings of the Members may be held at such place or places as shall be determined from time to time by resolution of the Majority Members. At all meetings of the Members, business shall be transacted in such order as shall from time to time be determined by resolution of the Majority Members. Regular meetings of the Members shall be held at such times and places as shall be designated from time to time by resolution of the Majority Members. Notice of such meetings shall not be required. Special meetings of the Members may be called by the Majority Members, and notice of such meeting need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law.
 
4.4                              Action by Written Consent or Telephone Conference.Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Majority Members. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Texas, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting.
 
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4.5                              Conflicts of Interest.Each Member and officer of the Company at any time and from time to time may engage in and own interests in other business ventures of any and every type and description, independently or with others (including ones in competition with the Company) with no obligation to offer to the Company or any other Member or officer the right to participate therein. The Company may transact business with any Member, officer or affiliate thereof  provided  that the terms of those transactions are no less favorable than those the Company could obtain from unrelated third parties.
 
4.6                              Officers.
 
(a)                                The Majority Members may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the State of Texas, or a Member. Any officers so designated shall have such authority and perform such duties as the Majority Members may, from time to time, delegate to them. The Majority Members may assign titles to particular officers. Unless the Majority Members otherwise decides, if the title is one commonly used for officers of a corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office of a corporation. Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Majority Members.
 
(b)                                Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Majority Members. Any officer may be removed as such, either with or without cause, by the Majority Members. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Majority Members.
 
ARTICLE V
INDEMNIFICATION
 
5.1                              Exculpation.Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such
 
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Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.
 
5.2                              Indemnification.To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 5.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 5.2.
 
5.3                              Amendments.Any repeal or modification of this Article V by the Members shall not adversely affect any rights of such Covered Person pursuant to this Article V, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
 
ARTICLE VI
TAXES AND BOOKS
 
6.1                              Tax Returns.The Majority Members shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making any elections the Majority Members may deem appropriate and in the best interests of the Members.
 
6.2                              Books.The Company shall keep books and records of accounts and shall keep minutes of the proceedings of its Members. The calendar year shall be the accounting year of the Company.
 
ARTICLE VII
TRANSFERS
 
7.1                              Assignment by Members.No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Member’s Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.
 
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7.2                              Void Assignment.Any sale, exchange or other transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party.
 
7.3                              Substituted Member.
 
(a)                                An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right.
 
(b)                                Upon the admission of a substituted Member, Schedule A attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company.
 
7.4                              Effect of Assignment.
 
(a)                                Any Member who shall assign any Units or other interest in the Company shall cease to be a Member of the Company with respect to such Units or other interest and shall no longer have any rights or privileges of a Member with respect to such Units or other interest.
 
(b)                                Any Person who acquires in any manner whatsoever any Units or other interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all the terms and conditions of this Agreement that any predecessor in such Units or other interest in the Company of such Person was subject to or by which such predecessor was bound.
 
7.5                              Effect of Incapacity.Except as otherwise provided herein, the Incapacity of a Member shall not dissolve or terminate the Company. In the event of such Incapacity, the executor, administrator, guardian, trustee or other personal representative of the Incapacitated Member shall be deemed to be the assignee of such Member’s Units or other interests in the Company and may, subject to  Section 7.1 , become a substituted Member upon the terms and conditions set forth in Section 7.3 .
 
ARTICLE VIII
DISSOLUTION, LIQUIDATION AND TERMINATION
 
8.1                              Dissolution.The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:
 
(a)                                the written consent of the Majority Members; and
 
(b)                                the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or
 
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(c)                                 on the date set forth in the Certificate.
 
8.2                              Liquidation and Termination.On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows:
 
(a)                                the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and
 
(b)                                all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).
 
All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this  Section 8.2 . The distribution of cash and/or property to a Member in accordance with the provisions of this  Section 8.2  constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.
 
8.3                              Cancellation of Certificate.On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Texas, cancel any other filings made pursuant to  Section 2.5 and take such other actions as may be necessary to terminate the Company.
 
ARTICLE IX
GENERAL PROVISIONS
 
9.1                              Notices.Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the address given for that Member on  Schedule A , or such other address as that Member may
 
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specify by notice to the other Members. Whenever any notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
 
9.2                              Entire Agreement.This Agreement constitutes the entire agreement of the Members and their affiliates relating to the Company and supersedes all prior contracts or agreements among the Members with respect to the Company, whether oral or written.
 
9.3                              Effect of Waiver or Consent.A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.
 
9.4                              Amendment or Modification.This Agreement may be amended or modified from time to time only by a written instrument executed and agreed to by the Majority Members.
 
9.5                              Binding Effect.Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement is binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.
 
9.6                              Governing Law; Severability.THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.
 
9.7                              Counterparts.This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
 
* * * * * *
 
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IN WITNESS WHEREOF, the Sole Member has executed this Agreement as of the date first set forth above.

 	SOLE MEMBER:	
 	 	
 	NRG SECURITY LLC	
 	 	
 	Its: Sole Member	

 	By:	/s/ Lynne P. Wittkamp	
 	Name:	Lynne P. Wittkamp	
 	Title:	Assistant Secretary	
 
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SCHEDULE A
 
MEMBERS	 	UNITS	 	
NRG SECURITY LLC	 	1,000	 	
 	 	 	 	
TOTAL	 	1,000	 	
 
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Exhibit 3.129
 
CERTIFICATE OF FORMATION
OF
NRG CONNECTED HOME LLC
 
1.             Name: The name of the limited liability company is NRG Connected Home LLC.
 
2.             Registered Office: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
 
3.             Organizer: The name and address of the sole organizer of the limited liability company is Elizabeth McCormack, NRG Energy, Inc., 211 Carnegie Center, Princeton, NJ 08540.
 
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of NRG Connected Home LLC this 13 th  day of June, 2014.

 	/s/ Elizabeth McCormack	
 	Elizabeth McCormack
Authorized Person	
 	 	
 	State of Delaware
Secretary of State
Division of Corporations
Delivered 12:41 PM 06/13/2014
FILED 11:56 AM 06/13/2014
SRV 140834536 - 5551100 FILE	

Exhibit 3.130
 
LIMITED LIABILITY COMPANY AGREEMENT
OF
NRG CONNECTED HOME LLC
a Delaware Limited Liability Company
 
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of NRG Connected Home LLC (the “ Company ”), dated as of June 13, 2014 is adopted by, and executed and agreed to, for good and valuable consideration, by the Sole Member of the Company, NRG Security LLC, a Delaware limited liability company.
 
ARTICLE I
DEFINITIONS
 
1.1                              Definitions.As used in this Agreement, the following terms have the following meanings:  
 
“Act” means the Delaware Limited Liability Company Act and any successor statute, as amended from time to time.
 
“Agreement” has the meaning given that term in the introductory paragraph.
 
“Capital Contribution” means the aggregate contribution by a Member to the capital of the Company.
 
“Certificate” has the meaning given that term in Section 2.1.
 
“Company” means NRG Connected Home LLC, a Delaware limited liability company.
 
“Dispose,” “Disposed,” “Disposing” or “Disposition” means a sale, assignment, transfer, exchange or other disposition (including, without limitation, by operation of law); provided, however, that this definition does not include the granting and/ or perfection of a security interest lien or encumbrance.
 
“Incapacity” or “Incapacitated” means (a) with respect to a natural person, the bankruptcy, death, incompetency or insanity of such person and (b) with respect to any other Person, the bankruptcy, liquidation, dissolution or termination of such Person.
 
“Majority Members” means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.
 
“Member” means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person who has ceased to be a member of the Company.
 
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“Person” means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.
 
“Proceeding” has the meaning given such term in Section 5.1.
 
“Units” means the units of each Member representing such Member’s interest in the income, gains, losses, deductions and expenses of the Company as set forth on  Schedule A  hereto, as amended from time to time in accordance with the terms of this Agreement.
 
1.2                              Construction.Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules are to Schedules attached hereto, each of which is made a part hereof for all purposes.
 
ARTICLE II
ORGANIZATION
 
2.1                              Formation.The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation (the “ Certificate ”) under and pursuant to the Act.
 
2.2                              Name.The name of the Company is “NRG Connected Home LLC” and all Company business shall be conducted in that name or such other names that comply with applicable law as the Majority Members may select from time to time.
 
2.3                              Registered Office; Registered Agent; Principal Office; Other Offices.The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Majority Members may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Majority Members may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Majority Members may designate from time to time, which need not be in the State of Delaware.
 
2.4                              Purposes.The purposes of the Company are to engage in any business or activity that is not prohibited by the Act or the laws of the jurisdictions in which the Company engages in such business or activity.
 
2.5                              Foreign Qualification.Prior to the Company’s conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.
 
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2.6                              Term.The term of the Company commenced on the date the original certificate of formation was filed with the office of the Secretary of State of Delaware and shall continue in existence until termination and dissolution thereof as determined under  Section 8.1  of this Agreement.
 
2.7                              No State-Law Partnership.  The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.
 
2.8                              Unit Certificates.The number of authorized Units shall initially be one thousand (1,000). Units may be represented by one or more certificates in such form as the Majority Members may from time to time approve, and shall be subject to such rules for the issuance thereof as the Majority Members may from time to time determine.
 
2.9                              All Interests shall be Securities.All interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code and shall be evidenced by certificates. The certificated interests shall be in registered form within the meaning of Article 8 of the Uniform Commercial Code.
 
ARTICLE III
MEMBERS, UNITS AND DISTRIBUTIONS
 
3.1                                       Members.
 
(a)                                The names, residence, business or mailing addresses and the Units of the Members are set forth in Schedule A , as amended from time to time in accordance with the terms of this Agreement.
 
(b)                                No Member, as such, shall be required to lend any funds to the Company or to make any additional contribution of capital to the Company, except as otherwise required by applicable law or by this Agreement. Any Member may, with the approval of the Majority Members, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a Capital Contribution.
 
(c)                                 Each Member shall execute a counterpart of this Agreement, and when a Person is admitted as a Member, such Person shall execute a counterpart of this Agreement and such Person shall be listed as a Member on  Schedule A  with such Member’s address and Units.
 
3.2                              Liability of Members.Except as otherwise required by applicable law and as explicitly set forth in this Agreement, no Member shall have any personal liability whatsoever in its capacity as a Member, whether to the Company, to any of the Members, to the creditors of the
 
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Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company, and therefore, a Member shall be liable only to make Capital Contributions to the Company and the other payments as provided herein. To the extent that, at law or in equity, a Member or other Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or another Person, such Member or other Person acting in accordance with this Agreement shall not be liable to the Company or any other Member for its good faith reliance on the provisions of this Agreement.
 
3.3                              Member Units.Each Member’s interest in the Company, including such Member’s interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by such Member.
 
3.4                              Issuance of Additional Units and Interests.The Majority Members shall have the right to cause the Company to create and issue or sell: (i) additional Units or other interests in the Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company. Upon the acquisition of any Units or other interests in the Company by a Person who is not a Member, such Person shall execute and deliver a counterpart of this Agreement and shall become a Member hereunder, and  Schedule A hereto shall be amended to reflect such issuance and new Member.
 
3.5                              Distributions.Subject to the provision of the Act, the Majority Members shall have sole discretion regarding the amounts and timing of distributions to Members, in each case subject to the retention of, or payment to third parties of, such funds as it deems necessary with respect to the reasonable business needs of the Company which shall include (but not by way of limitation) the payment or the making of provision for the payment when due of Company obligations, including the payment of any management or administrative fees and expenses or any other obligations.
 
ARTICLE IV
MANAGEMENT
 
4.1                              Management by the Members.The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Majority Members, and the Majority Members shall make all decisions and take all actions for the Company.
 
4.2                              Actions by Members; Delegation of Authority and Duties.
 
(a)                                In managing the business and affairs of the Company and exercising its powers, the Majority Members shall act through (i) meetings and written consents pursuant to  Sections 4.3  and  4.4 , and (ii) any Person to whom authority and duties have been delegated pursuant to  Section 4.2(b) .
 
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(b)                                The Majority Members may, from time to time, delegate to one or more Persons such authority and duties as the Majority Members may deem advisable. In addition, the Majority Members may assign titles (including, without limitation, chairman, chief executive officer, president, vice president, secretary, assistant secretary, treasurer and assistant treasurer) to any such Persons and delegate to such other individuals certain authority and duties. Any number of titles may be held by the same individual. Any delegation pursuant to this  Section 4.2(b)  may be revoked at any time by the Majority Members.
 
4.3                                   Meetings.
 
(a)                                The Majority Members shall constitute a quorum for the transaction of business of the Company, and except as otherwise provided in this Agreement, the act of the Majority Members present at a meeting of the Members at which a quorum is present shall be the act of the Members.
 
(b)                                Meetings of the Members may be held at such place or places as shall be determined from time to time by resolution of the Majority Members. At all meetings of the Members, business shall be transacted in such order as shall from time to time be determined by resolution of the Majority Members. Regular meetings of the Members shall be held at such times and places as shall be designated from time to time by resolution of the Majority Members. Notice of such meetings shall not be required. Special meetings of the Members may be called by the Majority Members, and notice of such meeting need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law.
 
4.4                              Action by Written Consent or Telephone Conference.Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Majority Members. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting.
 
4.5                              Conflicts of Interest.Each Member and officer of the Company at any time and from time to time may engage in and own interests in other business ventures of any and every type and description, independently or with others (including ones in competition with the Company) with no obligation to offer to the Company or any other Member or officer the right to participate therein. The Company may transact business with any Member, officer or affiliate thereof  provided  that the terms of those transactions are no less favorable than those the Company could obtain from unrelated third parties.
 
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4.6                                  Officers.
 
(a)                                The Majority Members may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the State of Delaware, or a Member. Any officers so designated shall have such authority and perform such duties as the Majority Members may, from time to time, delegate to them. The Majority Members may assign titles to particular officers. Unless the Majority Members otherwise decides, if the title is one commonly used for officers of a corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office of a corporation. Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Majority Members.
 
(b)                                Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Majority Members. Any officer may be removed as such, either with or without cause, by the Majority Members. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Majority Members.
 
ARTICLE V
INDEMNIFICATION
 
5.1                              Exculpation.Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.
 
5.2                              Indemnification.To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 5.2 with respect to (i) any
 
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Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 5.2.
 
5.3                              Amendments.Any repeal or modification of this Article V by the Members shall not adversely affect any rights of such Covered Person pursuant to this Article V, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
 
ARTICLE VI
TAXES AND BOOKS
 
6.1                              Tax Returns.The Majority Members shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making any elections the Majority Members may deem appropriate and in the best interests of the Members.
 
6.2                              Books.The Company shall keep books and records of accounts and shall keep minutes of the proceedings of its Members. The calendar year shall be the accounting year of the Company.
 
ARTICLE VII
TRANSFERS
 
7.1                              Assignment by Members.No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Member’s Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.
 
7.2                              Void Assignment.Any sale, exchange or other transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party.
 
7.3                         Substituted Member.
 
(a)                           An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right.
 
(b)                           Upon the admission of a substituted Member, Schedule A attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of
 
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such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company.
 
7.4                         Effect of Assignment.
 
(a)                                Any Member who shall assign any Units or other interest in the Company shall cease to be a Member of the Company with respect to such Units or other interest and shall no longer have any rights or privileges of a Member with respect to such Units or other interest.
 
(b)                                Any Person who acquires in any manner whatsoever any Units or other interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all the terms and conditions of this Agreement that any predecessor in such Units or other interest in the Company of such Person was subject to or by which such predecessor was bound.
 
7.5                              Effect of Incapacity.Except as otherwise provided herein, the Incapacity of a Member shall not dissolve or terminate the Company. In the event of such Incapacity, the executor, administrator, guardian, trustee or other personal representative of the Incapacitated Member shall be deemed to be the assignee of such Member’s Units or other interests in the Company and may, subject to  Section 7.1 , become a substituted Member upon the terms and conditions set forth in Section 7.3 .
 
ARTICLE VIII
DISSOLUTION, LIQUIDATION AND TERMINATION
 
8.1                          Dissolution.The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:
 
(a)                                the written consent of the Majority Members; and
 
(b)                                the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or
 
(c)                                 on the dissolution date set forth in the Certificate, if one is stated.
 
8.2                              Liquidation and Termination.On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows:
 
(a)                                the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses
 
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incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and
 
(b)                                all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).
 
All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this  Section 8.2 . The distribution of cash and/or property to a Member in accordance with the provisions of this  Section 8.2  constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.
 
8.3                              Cancellation of Certificate.On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5  and take such other actions as may be necessary to terminate the Company.
 
ARTICLE IX
GENERAL PROVISIONS
 
9.1                              Notices.Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the address given for that Member on  Schedule A , or such other address as that Member may specify by notice to the other Members. Whenever any notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
 
9.2                              Entire Agreement.This Agreement constitutes the entire agreement of the Members and their affiliates relating to the Company and supersedes all prior contracts or agreements among the Members with respect to the Company, whether oral or written.
 
9.3                              Effect of Waiver or Consent.A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance
 
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by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.
 
9.4                              Amendment or Modification.This Agreement may be amended or modified from time to time only by a written instrument executed and agreed to by the Majority Members.
 
9.5                              Binding Effect.Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement is binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.
 
9.6                              Governing Law; Severability.THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.
 
9.7                              Counterparts.This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
 
* * * * * *
 
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IN WITNESS WHEREOF, the Sole Member has executed this Agreement as of the date first set forth above.
 
 	SOLE MEMBER:	
 	 	
 	NRG SECURITY LLC
Its: Sole Member	
 	 	 	
 	By:	/s/ Lynne P. Wittkamp	
 	Name: Lynne P. Wittkamp	
 	Title: Assistant Secretary	
 
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SCHEDULE A
 
MEMBERS	 	UNITS	
NRG Security LLC	 	1,000	
 	 	 	
TOTAL	 	1,000	
 
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Exhibit 3.143
 
 	State of Delaware	
 	Secretary of State	
 	Division of Corporations	
 	Delivered 05:56 PM 06/18/2014	
 	FILED 05:46 PM 06/18/2014	
 	SRV 140855748 - 5554177 FILE	
 
CERTIFICATE OF FORMATION
OF
NRG DISTRIBUTED GENERATION LLC
 
1.                                     Name: The name of the limited liability company is NRG Distributed Generation LLC:
 
2.                                     Registered Office: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
 
3.                                     Organizer: The name and address of the sole organizer of the limited liability company is Lynne P. Wittkamp, NRG Energy, Inc., 211 Carnegie Center, Princeton, NJ 08540.
 
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of NRG Distributed Generation LLC this 18th day of June, 2014.

 	/s/ Lynne P. Wittkamp	
 	Lynne P. Wittkamp	
 	Authorized Person	

 
Delaware

 
The First State
 
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CORRECTION OF “NRG DISTRIBUTED GENERATION LLC”, CHANGING ITS NAME FROM “NRG DISTRIBUTED GENERATION LLC” TO “NRG DISTRIBUTED GENERATION PR LLC”, FILED IN THIS OFFICE ON THE NINETEENTH DAY OF JUNE, A.D. 2014, AT 3:40 O’CLOCK P.M.
 
 	 	[SEAL]	 	 	 	
 	 	 	 	 	 	 	
 	 	 	 	/s/ Jeffrey W. Bullock	 	 	 	
5554177 8100
 
140860512	 	 	 	Jeffrey W. Bullock, Secretary of State
AUTHENTICATION : 1473139
DATE : 06-20-14	 	 	 	
You may verify this certificate online at corp.delaware.gov/authver.shtml	 	 	 	 	 	 	
 
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State of Delaware	 	
Secretary of State	 	
Division of Corporations	 	
Delivered 04:02 PM 06/19/2014	 	
FILED 03:40 PM 06/19/2014	 	
SRV 140860512 - 5554177 FILE	 	
 
State of Delaware
Certificate of Correction
of a Limited Liability Company
to be filed pursuant to Section 18-211(a)
 
1.                                     The name of the Limited Liability Company is: NRG Distributed Generation LLC.
 
2.                                     That a Certificate of Formation was filed by the Secretary of State of Delaware on  June 18, 2014, and that said Certificate requires correction as permitted by Section 18-211 of the Limited Liability Company Act.
 
3.                                     The inaccuracy or defect of said Certificate is: (must give specific reason)
 
The name of the Limited Liability Company was incorrectly stated as NRG Distributed Generation LLC
 
4.                                     The Certificate is hereby corrected to read as follows:
 
The name of the limited liability company is NRG Distributed Generation PR LLC.
 
IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 19th day of June,A.D. 2014.
 
 	By:	/s/ Lynne P. Wittkamp	
 	 	Authorized Person	

 	Name:	Lynne P. Wittkamp	
 	 	Print or Type	

Exhibit 3.144
 
LIMITED LIABILITY COMPANY AGREEMENT
OF
NRG DISTRIBUTED GENERATION PR LLC
a Delaware Limited Liability Company
 
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of NRG Distributed Generation PR LLC (the “ Company ”), dated as of June 18, 2014 is adopted by, and executed and agreed to, for good and valuable consideration, by the Sole Member of the Company, NRG Energy Services Group LLC, a Delaware limited liability company.
 
ARTICLE I
DEFINITIONS
 
1.1                              Definitions.As used in this Agreement, the following terms have the following meanings:
 
“Act” means the Delaware Limited Liability Company Act and any successor statute, as amended from time to time.
 
“Agreement” has the meaning given that term in the introductory paragraph.
 
“Capital Contribution” means the aggregate contribution by a Member to the capital of the Company.
 
“Certificate” has the meaning given that term in Section 2.1.
 
“Company” means NRG Distributed Generation PR LLC, a Delaware limited liability company.
 
“Dispose,” “Disposed,” “Disposing” or “Disposition” means a sale, assignment, transfer, exchange or other disposition (including, without limitation, by operation of law); provided, however, that this definition does not include the granting and/ or perfection of a security interest lien or encumbrance.
 
“Incapacity” or “Incapacitated” means (a) with respect to a natural person, the bankruptcy, death, incompetency or insanity of such person and (b) with respect to any other Person, the bankruptcy, liquidation, dissolution or termination of such Person.
 
“Majority Members” means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.
 
“Member” means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person who has ceased to be a member of the Company.
 
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“Person” means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.
 
“Proceeding” has the meaning given such term in Section 5.1.
 
“Units” means the units of each Member representing such Member’s interest in the income, gains, losses, deductions and expenses of the Company as set forth on  Schedule A  hereto, as amended from time to time in accordance with the terms of this Agreement.
 
1.2                              Construction.Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules are to Schedules attached hereto, each of which is made a part hereof for all purposes.
 
ARTICLE II
ORGANIZATION
 
2.1                              Formation.The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation (the “ Certificate ”) under and pursuant to the Act.
 
2.2                              Name.The name of the Company is “NRG Distributed Generation PR LLC” and all Company business shall be conducted in that name or such other names that comply with applicable law as the Majority Members may select from time to time.
 
2.3                              Registered Office; Registered Agent; Principal Office; Other Offices.The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Majority Members may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Majority Members may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Majority Members may designate from time to time, which need not be in the State of Delaware.
 
2.4                              Purposes.The purposes of the Company are to engage in any business or activity that is not prohibited by the Act or the laws of the jurisdictions in which the Company engages in such business or activity.
 
2.5                              Foreign Qualification.Prior to the Company’s conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.
 
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2.6                              Term.The term of the Company commenced on the date the original certificate of formation was filed with the office of the Secretary of State of Delaware and shall continue in existence until termination and dissolution thereof as determined under  Section 8.1  of this Agreement.
 
2.7                              No State-Law Partnership.The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.
 
2.8                              Unit Certificates.The number of authorized Units shall initially be one thousand (1,000). Units may be represented by one or more certificates in such form as the Majority Members may from time to time approve, and shall be subject to such rules for the issuance thereof as the Majority Members may from time to time determine.
 
2.9                              All Interests shall be Securities.All interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code and shall be evidenced by certificates. The certificated interests shall be in registered form within the meaning of Article 8 of the Uniform Commercial Code.
 
ARTICLE III
MEMBERS, UNITS AND DISTRIBUTIONS
 
3.1                              Members.
 
(a)                           The names, residence, business or mailing addresses and the Units of the Members are set forth in Schedule A,  as amended from time to time in accordance with the terms of this Agreement.
 
(b)                           No Member, as such, shall be required to lend any funds to the Company or to make any additional contribution of capital to the Company, except as otherwise required by applicable law or by this Agreement. Any Member may, with the approval of the Majority Members, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a Capital Contribution.
 
(c)                            Each Member shall execute a counterpart of this Agreement, and when a Person is admitted as a Member, such Person shall execute a counterpart of this Agreement and such Person shall be listed as a Member on  Schedule A  with such Member’s address and Units.
 
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3.2                              Liability of Members.Except as otherwise required by applicable law and as explicitly set forth in this Agreement, no Member shall have any personal liability whatsoever in its capacity as a Member, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company, and therefore, a Member shall be liable only to make Capital Contributions to the Company and the other payments as provided herein. To the extent that, at law or in equity, a Member or other Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or another Person, such Member or other Person acting in accordance with this Agreement shall not be liable to the Company or any other Member for its good faith reliance on the provisions of this Agreement.
 
3.3                              Member Units.Each Member’s interest in the Company, including such Member’s interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by such Member.
 
3.4                              Issuance of Additional Units and Interests.The Majority Members shall have the right to cause the Company to create and issue or sell: (i) additional Units or other interests in the Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company. Upon the acquisition of any Units or other interests in the Company by a Person who is not a Member, such Person shall execute and deliver a counterpart of this Agreement and shall become a Member hereunder, and  Schedule A hereto shall be amended to reflect such issuance and new Member.
 
3.5                              Distributions.Subject to the provision of the Act, the Majority Members shall have sole discretion regarding the amounts and timing of distributions to Members, in each case subject to the retention of, or payment to third parties of, such funds as it deems necessary with respect to the reasonable business needs of the Company which shall include (but not by way of limitation) the payment or the making of provision for the payment when due of Company obligations, including the payment of any management or administrative fees and expenses or any other obligations.
 
ARTICLE IV
MANAGEMENT
 
4.1                              Management by the Members.The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Majority Members, and the Majority Members shall make all decisions and take all actions for the Company.
 
4.2                              Actions by Members; Delegation of Authority and Duties.
 
(a)                                In managing the business and affairs of the Company and exercising its powers, the Majority Members shall act through (i) meetings and written consents pursuant to
 
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Sections 4.3 and 4.4, and (ii) any Person to whom authority and duties have been delegated pursuant to Section 4.2(b).
 
(b)                                The Majority Members may, from time to time, delegate to one or more Persons such authority and duties as the Majority Members may deem advisable. In addition, the Majority Members may assign titles (including, without limitation, chairman, chief executive officer, president, vice president, secretary, assistant secretary, treasurer and assistant treasurer) to any such Persons and delegate to such other individuals certain authority and duties. Any number of titles may be held by the same individual. Any delegation pursuant to this  Section 4.2(b)  may be revoked at any time by the Majority Members.
 
4.3                         Meetings.
 
(a)                           The Majority Members shall constitute a quorum for the transaction of business of the Company, and except as otherwise provided in this Agreement, the act of the Majority Members present at a meeting of the Members at which a quorum is present shall be the act of the Members.
 
(b)                           Meetings of the Members may be held at such place or places as shall be determined from time to time by resolution of the Majority Members. At all meetings of the Members, business shall be transacted in such order as shall from time to time be determined by resolution of the Majority Members. Regular meetings of the Members shall be held at such times and places as shall be designated from time to time by resolution of the Majority Members. Notice of such meetings shall not be required. Special meetings of the Members may be called by the Majority Members, and notice of such meeting need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law.
 
4.4                              Action by Written Consent or Telephone Conference.Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Majority Members. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting.
 
4.5                              Conflicts of Interest.Each Member and officer of the Company at any time and from time to time may engage in and own interests in other business ventures of any and every type and description, independently or with others (including ones in competition with the Company) with no obligation to offer to the Company or any other Member or officer the right to participate therein. The Company may transact business with any Member, officer or affiliate
 
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thereof provided that the terms of those transactions are no less favorable than those the Company could obtain from unrelated third parties.
 
4.6                         Officers.
 
(a)                           The Majority Members may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the State of Delaware, or a Member. Any officers so designated shall have such authority and perform such duties as the Majority Members may, from time to time, delegate to them. The Majority Members may assign titles to particular officers. Unless the Majority Members otherwise decides, if the title is one commonly used for officers of a corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office of a corporation. Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Majority Members.
 
(b)                           Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Majority Members. Any officer may be removed as such, either with or without cause, by the Majority Members. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Majority Members.
 
ARTICLE V
INDEMNIFICATION
 
5.1                              Exculpation.Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.
 
5.2                              Indemnification.To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or
 
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investigative (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 5.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 5.2.
 
5.3                              Amendments.Any repeal or modification of this Article V by the Members shall not adversely affect any rights of such Covered Person pursuant to this Article V, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
 
ARTICLE VI
TAXES AND BOOKS
 
6.1                              Tax Returns.The Majority Members shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making any elections the Majority Members may deem appropriate and in the best interests of the Members.
 
6.2                              Books.The Company shall keep books and records of accounts and shall keep minutes of the proceedings of its Members. The calendar year shall be the accounting year of the Company.
 
ARTICLE VII
TRANSFERS
 
7.1                              Assignment by Members.No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Member’s Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.
 
7.2                              Void Assignment.Any sale, exchange or other transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party.
 
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7.3                              Substituted Member.
 
(a)                      An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right.
 
(b)                      Upon the admission of a substituted Member, Schedule A attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company.
 
7.4                              Effect of Assignment.
 
(a)                           Any Member who shall assign any Units or other interest in the Company shall cease to be a Member of the Company with respect to such Units or other interest and shall no longer have any rights or privileges of a Member with respect to such Units or other interest.
 
(b)                           Any Person who acquires in any manner whatsoever any Units or other interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all the terms and conditions of this Agreement that any predecessor in such Units or other interest in the Company of such Person was subject to or by which such predecessor was bound.
 
7.5                              Effect of Incapacity.Except as otherwise provided herein, the Incapacity of a Member shall not dissolve or terminate the Company. In the event of such Incapacity, the executor, administrator, guardian, trustee or other personal representative of the Incapacitated Member shall be deemed to be the assignee of such Member’s Units or other interests in the Company and may, subject to  Section 7.1,  become a substituted Member upon the terms and conditions set forth in Section 7.3.
 
ARTICLE VIII
DISSOLUTION, LIQUIDATION AND TERMINATION
 
8.1                              Dissolution.The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:
 
(a)                           the written consent of the Majority Members; and
 
(b)                           the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or
 
(c)                            on the dissolution date set forth in the Certificate, if one is stated.
 
8.2                              Liquidation and Termination.On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final
 
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distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows:
 
(a)                           the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and
 
(b)                           all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).
 
All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this  Section 8.2.  The distribution of cash and/or property to a Member in accordance with the provisions of this  Section 8.2  constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.
 
8.3                              Cancellation of Certificate.On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5  and take such other actions as may be necessary to terminate the Company.
 
ARTICLE IX
GENERAL PROVISIONS
 
9.1                              Notices.Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the address given for that Member on  Schedule A,  or such other address as that Member may specify by notice to the other Members. Whenever any notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
 
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9.2                              Entire Agreement.This Agreement constitutes the entire agreement of the Members and their affiliates relating to the Company and supersedes all prior contracts or agreements among the Members with respect to the Company, whether oral or written.
 
9.3                              Effect of Waiver or Consent.A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.
 
9.4                              Amendment or Modification.This Agreement may be amended or modified from time to time only by a written instrument executed and agreed to by the Majority Members.
 
9.5                              Binding Effect.Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement is binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.
 
9.6                              Governing Law; Severability.THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.
 
9.7                              Counterparts.This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
 
* * * * * *
 
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IN WITNESS WHEREOF, the Sole Member has executed this Agreement as of the date first set forth above.
 
 	SOLE MEMBER:	
 	 	
 	NRG ENERGY SERVICES GROUP LLC	
 	Its: Sole Member	
 	 	
 	By:	/s/ Lynne P. Wittkamp	
 	Name:	Lynne P. Wittkamp	
 	Title:	Assistant Secretary	
 
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SCHEDULE A
 
MEMBERS	 	UNITS	 	
NRG ENERGY SERVICES GROUP LLC	 	1,000	 	
 	 	 	 	
TOTAL	 	1,000	 	
 
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Exhibit 3.149
 
 	 	State of Delaware	
 	 	Secretary of State	
 	 	Division of Corporations	
 	 	Delivered 05:57 PM 06/18/2014	
 	 	FILED 05:48 PM 06/18/2014	
 	 	SRV 140855756 - 5554181 FILE	
 
CERTIFICATE OF FORMATION
OF
NRG ENERGY EFFICIENCY-L LLC
 
1.                                Name: The name of the limited liability company is NRG Energy Efficiency-L LLC.
 
2.                                Registered Office: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
 
3.                                Organizer: The name and address of the sole organizer of the limited liability company is Lynne P. Wittkamp, NRG Energy, Inc., 211 Carnegie Center, Princeton, NJ 08540.
 
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of NRG Energy Efficiency-L LLC this 18th day of June, 2014.
 
 	/s/ Lynne P. Wittkamp	
 	Lynne P. Wittkamp	
 	Authorized Person	

Exhibit 3.150
 
LIMITED LIABILITY COMPANY AGREEMENT
OF
NRG ENERGY EFFICIENCY-L LLC
a Delaware Limited Liability Company
 
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of NRG Energy Efficiency-P LLC (the “ Company ”), dated as of June 18, 2014 is adopted by, and executed and agreed to, for good and valuable consideration, by the Sole Member of the Company, NRG Energy Services Group LLC, a Delaware limited liability company.
 
ARTICLE I
DEFINITIONS
 
1.1                              Definitions.As used in this Agreement, the following terms have the following meanings:
 
“Act” means the Delaware Limited Liability Company Act and any successor statute, as amended from time to time.
 
“Agreement” has the meaning given that term in the introductory paragraph.
 
“Capital Contribution” means the aggregate contribution by a Member to the capital of the Company.
 
“Certificate” has the meaning given that term in Section 2.1.
 
“Company” means NRG Energy Efficiency-L LLC, a Delaware limited liability company.
 
“Dispose,” “Disposed,” “Disposing” or “Disposition” means a sale, assignment, transfer, exchange or other disposition (including, without limitation, by operation of law); provided, however, that this definition does not include the granting and/ or perfection of a security interest lien or encumbrance.
 
“Incapacity” or “Incapacitated” means (a) with respect to a natural person, the bankruptcy, death, incompetency or insanity of such person and (b) with respect to any other Person, the bankruptcy, liquidation, dissolution or termination of such Person.
 
“Majority Members” means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.
 
“Member” means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person who has ceased to be a member of the Company.
 
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“Person” means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.
 
“Proceeding” has the meaning given such term in Section 5.1.
 
“Units” means the units of each Member representing such Member’s interest in the income, gains, losses, deductions and expenses of the Company as set forth on  Schedule A  hereto, as amended from time to time in accordance with the terms of this Agreement.
 
1.2                         Construction.Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules are to Schedules attached hereto, each of which is made a part hereof for all purposes.
 
ARTICLE II
ORGANIZATION
 
2.1                         Formation.The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation (the “Certificate”) under and pursuant to the Act.
 
2.2                         Name.The name of the Company is “NRG Energy Efficiency-L LLC” and all Company business shall be conducted in that name or such other names that comply with applicable law as the Majority Members may select from time to time.
 
2.3                         Registered Office; Registered Agent; Principal Office; Other Offices.The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Majority Members may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Majority Members may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Majority Members may designate from time to time, which need not be in the State of Delaware.
 
2.4                         Purposes.The purposes of the Company are to engage in any business or activity that is not prohibited by the Act or the laws of the jurisdictions in which the Company engages in such business or activity.
 
2.5                         Foreign Qualification.Prior to the Company’s conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.
 
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2.6                         Term.The term of the Company commenced on the date the original certificate of formation was filed with the office of the Secretary of State of Delaware and shall continue in existence until termination and dissolution thereof as determined under  Section 8.1  of this Agreement.
 
2.7                         No State-Law Partnership.The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.
 
2.8                         Unit Certificates.The number of authorized Units shall initially be one thousand (1,000). Units may be represented by one or more certificates in such form as the Majority Members may from time to time approve, and shall be subject to such rules for the issuance thereof as the Majority Members may from time to time determine.
 
2.9                         All Interests shall be Securities.All interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code and shall be evidenced by certificates. The certificated interests shall be in registered form within the meaning of Article 8 of the Uniform Commercial Code.
 
ARTICLE III
MEMBERS, UNITS AND DISTRIBUTIONS
 
3.1                              Members.
 
(a)                                     The names, residence, business or mailing addresses and the Units of the Members are set forth in Schedule A,  as amended from time to time in accordance with the terms of this Agreement.
 
(b)                                     No Member, as such, shall be required to lend any funds to the Company or to make any additional contribution of capital to the Company, except as otherwise required by applicable law or by this Agreement. Any Member may, with the approval of the Majority Members, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a Capital Contribution.
 
(c)                                      Each Member shall execute a counterpart of this Agreement, and when a Person is admitted as a Member, such Person shall execute a counterpart of this Agreement and such Person shall be listed as a Member on  Schedule A  with such Member’s address and Units.
 
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3.2                         Liability of Members.Except as otherwise required by applicable law and as explicitly set forth in this Agreement, no Member shall have any personal liability whatsoever in its capacity as a Member, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company, and therefore, a Member shall be liable only to make Capital Contributions to the Company and the other payments as provided herein. To the extent that, at law or in equity, a Member or other Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or another Person, such Member or other Person acting in accordance with this Agreement shall not be liable to the Company or any other Member for its good faith reliance on the provisions of this Agreement.
 
3.3                         Member Units.Each Member’s interest in the Company, including such Member’s interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by such Member.
 
3.4                         Issuance of Additional Units and Interests.The Majority Members shall have the right to cause the Company to create and issue or sell: (i) additional Units or other interests in the Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company. Upon the acquisition of any Units or other interests in the Company by a Person who is not a Member, such Person shall execute and deliver a counterpart of this Agreement and shall become a Member hereunder, and  Schedule A hereto shall be amended to reflect such issuance and new Member.
 
3.5                         Distributions.Subject to the provision of the Act, the Majority Members shall have sole discretion regarding the amounts and timing of distributions to Members, in each case subject to the retention of, or payment to third parties of, such funds as it deems necessary with respect to the reasonable business needs of the Company which shall include (but not by way of limitation) the payment or the making of provision for the payment when due of Company obligations, including the payment of any management or administrative fees and expenses or any other obligations.
 
ARTICLE IV
MANAGEMENT
 
4.1                         Management by the Members.The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Majority Members, and the Majority Members shall make all decisions and take all actions for the Company.
 
4.2                         Actions by Members; Delegation of Authority and Duties.
 
(a)                                In managing the business and affairs of the Company and exercising its powers, the Majority Members shall act through (i) meetings and written consents pursuant to
 
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Sections 4.3 and 4.4, and (ii) any Person to whom authority and duties have been delegated pursuant to Section 4.2(b).
 
(b)                                The Majority Members may, from time to time, delegate to one or more Persons such authority and duties as the Majority Members may deem advisable. In addition, the Majority Members may assign titles (including, without limitation, chairman, chief executive officer, president, vice president, secretary, assistant secretary, treasurer and assistant treasurer) to any such Persons and delegate to such other individuals certain authority and duties. Any number of titles may be held by the same individual. Any delegation pursuant to this  Section 4.2(b)  may be revoked at any time by the Majority Members.
 
4.3                         Meetings.
 
(a)                                          The Majority Members shall constitute a quorum for the transaction of business of the Company, and except as otherwise provided in this Agreement, the act of the Majority Members present at a meeting of the Members at which a quorum is present shall be the act of the Members.
 
(b)                                          Meetings of the Members may be held at such place or places as shall be determined from time to time by resolution of the Majority Members. At all meetings of the Members, business shall be transacted in such order as shall from time to time be determined by resolution of the Majority Members. Regular meetings of the Members shall be held at such times and places as shall be designated from time to time by resolution of the Majority Members. Notice of such meetings shall not be required. Special meetings of the Members may be called by the Majority Members, and notice of such meeting need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law.
 
4.4                         Action by Written Consent or Telephone Conference.Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Majority Members. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting.
 
4.5                         Conflicts of Interest.Each Member and officer of the Company at any time and from time to time may engage in and own interests in other business ventures of any and every type and description, independently or with others (including ones in competition with the Company) with no obligation to offer to the Company or any other Member or officer the right to participate therein. The Company may transact business with any Member, officer or affiliate
 
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thereof provided that the terms of those transactions are no less favorable than those the Company could obtain from unrelated third parties.
 
4.6                         Officers.
 
(a)                                          The Majority Members may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the State of Delaware, or a Member. Any officers so designated shall have such authority and perform such duties as the Majority Members may, from time to time, delegate to them. The Majority Members may assign titles to particular officers. Unless the Majority Members otherwise decides, if the title is one commonly used for officers of a corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office of a corporation. Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Majority Members.
 
(b)                                          Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Majority Members. Any officer may be removed as such, either with or without cause, by the Majority Members. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Majority Members.
 
ARTICLE V
INDEMNIFICATION
 
5.1                         Exculpation.Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.
 
5.2                         Indemnification.To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or
 
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investigative (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 5.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 5.2.
 
5.3                         Amendments.Any repeal or modification of this Article V by the Members shall not adversely affect any rights of such Covered Person pursuant to this Article V, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
 
ARTICLE VI
TAXES AND BOOKS
 
6.1                         Tax Returns.The Majority Members shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making any elections the Majority Members may deem appropriate and in the best interests of the Members.
 
6.2                         Books.The Company shall keep books and records of accounts and shall keep minutes of the proceedings of its Members. The calendar year shall be the accounting year of the Company.
 
ARTICLE VII
TRANSFERS
 
7.1                         Assignment by Members.No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Member’s Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.
 
7.2                         Void Assignment.Any sale, exchange or other transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party.
 
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7.3                         Substituted Member.
 
(a)                                          An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right.
 
(b)                                          Upon the admission of a substituted Member, Schedule A attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company.
 
7.4                         Effect of Assignment.
 
(a)                                     Any Member who shall assign any Units or other interest in the Company shall cease to be a Member of the Company with respect to such Units or other interest and shall no longer have any rights or privileges of a Member with respect to such Units or other interest.
 
(b)                                     Any Person who acquires in any manner whatsoever any Units or other interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all the terms and conditions of this Agreement that any predecessor in such Units or other interest in the Company of such Person was subject to or by which such predecessor was bound.
 
7.5                         Effect of Incapacity.Except as otherwise provided herein, the Incapacity of a Member shall not dissolve or terminate the Company. In the event of such Incapacity, the executor, administrator, guardian, trustee or other personal representative of the Incapacitated Member shall be deemed to be the assignee of such Member’s Units or other interests in the Company and may, subject to  Section 7.1,  become a substituted Member upon the terms and conditions set forth in Section 7.3.
 
ARTICLE VIII
DISSOLUTION, LIQUIDATION AND TERMINATION
 
8.1                         Dissolution.The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:
 
(a)                                     the written consent of the Majority Members; and
 
(b)                                     the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or
 
(c)                                      on the dissolution date set forth in the Certificate, if one is stated.
 
8.2                         Liquidation and Termination.On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final
 
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distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows:
 
(a)                                     the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and
 
(b)                                     all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).
 
All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this  Section 8.2.  The distribution of cash and/or property to a Member in accordance with the provisions of this  Section 8.2  constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.
 
8.3                         Cancellation of Certificate.On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5  and take such other actions as may be necessary to terminate the Company.
 
ARTICLE IX
GENERAL PROVISIONS
 
9.1                         Notices.Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the address given for that Member on  Schedule A,  or such other address as that Member may specify by notice to the other Members. Whenever any notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
 
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9.2                         Entire Agreement.This Agreement constitutes the entire agreement of the Members and their affiliates relating to the Company and supersedes all prior contracts or agreements among the Members with respect to the Company, whether oral or written.
 
9.3                         Effect of Waiver or Consent.A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.
 
9.4                         Amendment or Modification.This Agreement may be amended or modified from time to time only by a written instrument executed and agreed to by the Majority Members.
 
9.5                         Binding Effect.Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement is binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.
 
9.6                         Governing Law; Severability.THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.
 
9.7                         Counterparts.This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
 
* * * * * *
 
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IN WITNESS WHEREOF, the Sole Member has executed this Agreement as of the date first set forth above.
 
 	SOLE MEMBER:	
 	 	
 	NRG ENERGY SERVICES GROUP LLC
Its: Sole Member	
 	 	
 	By:	/s/ Lynne P. Wittkamp	
 	Name:	Lynne P. Wittkamp	
 	Title:	Assistant Secretary	
 
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SCHEDULE A
 
MEMBERS	 	UNITS	 	
NRG ENERGY SERVICES GROUP LLC	 	1,000	 	
 	 	 	 	
TOTAL	 	1,000	 	
 
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Exhibit 3.151
 
 	State of Delaware	
 	Secretary of State	
 	Division of Corporations	
 	Delivered 05:57 PM 06/18/2014	
 	FILED 05:49 PM 06/18/2014	
 	SRV 140855762 - 5554184 FILE	
 
CERTIFICATE OF FORMATION
OF
NRG ENERGY EFFICIENCY-P LLC
 
1.                                Name: The name of the limited liability company is NRG Energy Efficiency-P LLC.
 
2.                                Registered Office: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
 
3.                                Organizer: The name and address of the sole organizer of the limited liability company is Lynne P. Wittkamp, NRG Energy, Inc., 211 Carnegie Center, Princeton, NJ 08540.
 
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of NRG Energy Efficiency-P LLC this 18th day of June, 2014.

 	/s/ Lynne P. Wittkamp	
 	Lynne P. Wittkamp	
 	Authorized Person	

Exhibit 3.152
 
LIMITED LIABILITY COMPANY AGREEMENT
OF
NRG ENERGY EFFICIENCY-P LLC
a Delaware Limited Liability Company
 
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of NRG Energy Efficiency-P LLC (the “ Company ”), dated as of June 18, 2014 is adopted by, and executed and agreed to, for good and valuable consideration, by the Sole Member of the Company, NRG Energy Services Group LLC, a Delaware limited liability company.
 
ARTICLE I
DEFINITIONS
 
1.1                              Definitions.As used in this Agreement, the following terms have the following meanings:
 
“Act” means the Delaware Limited Liability Company Act and any successor statute, as amended from time to time.
 
“Agreement” has the meaning given that term in the introductory paragraph.
 
“Capital Contribution” means the aggregate contribution by a Member to the capital of the Company.
 
“Certificate” has the meaning given that term in Section 2.1.
 
“Company” means NRG Energy Efficiency-P LLC, a Delaware limited liability company.
 
“Dispose,” “Disposed,” “Disposing” or “Disposition” means a sale, assignment, transfer, exchange or other disposition (including, without limitation, by operation of law); provided, however, that this definition does not include the granting and/ or perfection of a security interest lien or encumbrance.
 
“Incapacity” or “Incapacitated” means (a) with respect to a natural person, the bankruptcy, death, incompetency or insanity of such person and (b) with respect to any other Person, the bankruptcy, liquidation, dissolution or termination of such Person.
 
“Majority Members” means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.
 
“Member” means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person who has ceased to be a member of the Company.
 
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“Person” means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.
 
“Proceeding” has the meaning given such term in Section 5.1.
 
“Units” means the units of each Member representing such Member’s interest in the income, gains, losses, deductions and expenses of the Company as set forth on  Schedule A  hereto, as amended from time to time in accordance with the terms of this Agreement.
 
1.2                              Construction.Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules are to Schedules attached hereto, each of which is made a part hereof for all purposes.
 
ARTICLE II
ORGANIZATION
 
2.1                              Formation.The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation (the “ Certificate ”) under and pursuant to the Act.
 
2.2                              Name.The name of the Company is “NRG Energy Efficiency-P LLC” and all Company business shall be conducted in that name or such other names that comply with applicable law as the Majority Members may select from time to time.
 
2.3                              Registered Office; Registered Agent; Principal Office; Other Offices.The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Majority Members may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Majority Members may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Majority Members may designate from time to time, which need not be in the State of Delaware.
 
2.4                              Purposes.The purposes of the Company are to engage in any business or activity that is not prohibited by the Act or the laws of the jurisdictions in which the Company engages in such business or activity.
 
2.5                              Foreign Qualification.Prior to the Company’s conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.
 
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2.6                              Term.The term of the Company commenced on the date the original certificate of formation was filed with the office of the Secretary of State of Delaware and shall continue in existence until termination and dissolution thereof as determined under  Section 8.1  of this Agreement.
 
2.7                              No State-Law Partnership.The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.
 
2.8                              Unit Certificates.The number of authorized Units shall initially be one thousand (1,000). Units may be represented by one or more certificates in such form as the Majority Members may from time to time approve, and shall be subject to such rules for the issuance thereof as the Majority Members may from time to time determine.
 
2.9                              All Interests shall be Securities.All interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code and shall be evidenced by certificates. The certificated interests shall be in registered form within the meaning of Article 8 of the Uniform Commercial Code.
 
ARTICLE III
MEMBERS, UNITS AND DISTRIBUTIONS
 
3.1                                         Members.
 
(a)                                     The names, residence, business or mailing addresses and the Units of the Members are set forth in Schedule A,  as amended from time to time in accordance with the terms of this Agreement.
 
(b)                                     No Member, as such, shall be required to lend any funds to the Company or to make any additional contribution of capital to the Company, except as otherwise required by applicable law or by this Agreement. Any Member may, with the approval of the Majority Members, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a Capital Contribution.
 
(c)                                      Each Member shall execute a counterpart of this Agreement, and when a Person is admitted as a Member, such Person shall execute a counterpart of this Agreement and such Person shall be listed as a Member on  Schedule A  with such Member’s address and Units.
 
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3.2                              Liability of Members.Except as otherwise required by applicable law and as explicitly set forth in this Agreement, no Member shall have any personal liability whatsoever in its capacity as a Member, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company, and therefore, a Member shall be liable only to make Capital Contributions to the Company and the other payments as provided herein. To the extent that, at law or in equity, a Member or other Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or another Person, such Member or other Person acting in accordance with this Agreement shall not be liable to the Company or any other Member for its good faith reliance on the provisions of this Agreement.
 
3.3                              Member Units.Each Member’s interest in the Company, including such Member’s interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by such Member.
 
3.4                              Issuance of Additional Units and Interests.The Majority Members shall have the right to cause the Company to create and issue or sell: (i) additional Units or other interests in the Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company. Upon the acquisition of any Units or other interests in the Company by a Person who is not a Member, such Person shall execute and deliver a counterpart of this Agreement and shall become a Member hereunder, and  Schedule A hereto shall be amended to reflect such issuance and new Member.
 
3.5                              Distributions.Subject to the provision of the Act, the Majority Members shall have sole discretion regarding the amounts and timing of distributions to Members, in each case subject to the retention of, or payment to third parties of, such funds as it deems necessary with respect to the reasonable business needs of the Company which shall include (but not by way of limitation) the payment or the making of provision for the payment when due of Company obligations, including the payment of any management or administrative fees and expenses or any other obligations.
 
ARTICLE IV
MANAGEMENT
 
4.1                              Management by the Members.The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Majority Members, and the Majority Members shall make all decisions and take all actions for the Company.
 
4.2                              Actions by Members; Delegation of Authority and Duties.
 
(a)                                In managing the business and affairs of the Company and exercising its powers, the Majority Members shall act through (i) meetings and written consents pursuant to
 
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Sections 4.3 and 4.4, and (ii) any Person to whom authority and duties have been delegated pursuant to Section 4.2(b).
 
(b)                                The Majority Members may, from time to time, delegate to one or more Persons such authority and duties as the Majority Members may deem advisable. In addition, the Majority Members may assign titles (including, without limitation, chairman, chief executive officer, president, vice president, secretary, assistant secretary, treasurer and assistant treasurer) to any such Persons and delegate to such other individuals certain authority and duties. Any number of titles may be held by the same individual. Any delegation pursuant to this  Section 4.2(b)  may be revoked at any time by the Majority Members.
 
4.3                          Meetings.
 
(a)                                     The Majority Members shall constitute a quorum for the transaction of business of the Company, and except as otherwise provided in this Agreement, the act of the Majority Members present at a meeting of the Members at which a quorum is present shall be the act of the Members.
 
(b)                                     Meetings of the Members may be held at such place or places as shall be determined from time to time by resolution of the Majority Members. At all meetings of the Members, business shall be transacted in such order as shall from time to time be determined by resolution of the Majority Members. Regular meetings of the Members shall be held at such times and places as shall be designated from time to time by resolution of the Majority Members. Notice of such meetings shall not be required. Special meetings of the Members may be called by the Majority Members, and notice of such meeting need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law.
 
4.4                              Action by Written Consent or Telephone Conference.Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Majority Members. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting.
 
4.5                              Conflicts of Interest.Each Member and officer of the Company at any time and from time to time may engage in and own interests in other business ventures of any and every type and description, independently or with others (including ones in competition with the Company) with no obligation to offer to the Company or any other Member or officer the right to participate therein. The Company may transact business with any Member, officer or affiliate
 
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thereof provided that the terms of those transactions are no less favorable than those the Company could obtain from unrelated third parties.
 
4.6                              Officers.
 
(a)                                The Majority Members may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the State of Delaware, or a Member. Any officers so designated shall have such authority and perform such duties as the Majority Members may, from time to time, delegate to them. The Majority Members may assign titles to particular officers. Unless the Majority Members otherwise decides, if the title is one commonly used for officers of a corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office of a corporation. Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Majority Members.
 
(b)                                Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Majority Members. Any officer may be removed as such, either with or without cause, by the Majority Members. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Majority Members.
 
ARTICLE V
INDEMNIFICATION
 
5.1                              Exculpation.Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.
 
5.2                                  Indemnification.To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or
 
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investigative (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 5.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 5.2.
 
5.3                              Amendments.Any repeal or modification of this Article V by the Members shall not adversely affect any rights of such Covered Person pursuant to this Article V, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
 
ARTICLE VI
TAXES AND BOOKS
 
6.1                              Tax Returns.The Majority Members shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making any elections the Majority Members may deem appropriate and in the best interests of the Members.
 
6.2                              Books.The Company shall keep books and records of accounts and shall keep minutes of the proceedings of its Members. The calendar year shall be the accounting year of the Company.
 
ARTICLE VII
TRANSFERS
 
7.1                              Assignment by Members.No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Member’s Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.
 
7.2                              Void Assignment.Any sale, exchange or other transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party.
 
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7.3                              Substituted Member.
 
(a)                                     An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right.
 
(b)                                     Upon the admission of a substituted Member, Schedule A attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company.
 
7.4                              Effect of Assignment.
 
(a)                                Any Member who shall assign any Units or other interest in the Company shall cease to be a Member of the Company with respect to such Units or other interest and shall no longer have any rights or privileges of a Member with respect to such Units or other interest.
 
(b)                                Any Person who acquires in any manner whatsoever any Units or other interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all the terms and conditions of this Agreement that any predecessor in such Units or other interest in the Company of such Person was subject to or by which such predecessor was bound.
 
7.5                              Effect of Incapacity.  Except as otherwise provided herein, the Incapacity of a Member shall not dissolve or terminate the Company. In the event of such Incapacity, the executor, administrator, guardian, trustee or other personal representative of the Incapacitated Member shall be deemed to be the assignee of such Member’s Units or other interests in the Company and may, subject to  Section 7.1 , become a substituted Member upon the terms and conditions set forth in Section 7.3 .
 
ARTICLE VIII
DISSOLUTION, LIQUIDATION AND TERMINATION
 
8.1                              Dissolution.The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:
 
(a)                                the written consent of the Majority Members; and
 
(b)                                the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or
 
(c)                                 on the dissolution date set forth in the Certificate, if one is stated.
 
8.2                              Liquidation and Termination.On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final
 
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distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows:
 
(a)                                the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and
 
(b)                                all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).
 
All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this  Section 8.2 . The distribution of cash and/or property to a Member in accordance with the provisions of this  Section 8.2  constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.
 
8.3                              Cancellation of Certificate.On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5  and take such other actions as may be necessary to terminate the Company.
 
ARTICLE IX
GENERAL PROVISIONS
 
9.1                              Notices.Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the address given for that Member on  Schedule A , or such other address as that Member may specify by notice to the other Members. Whenever any notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
 
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9.2                              Entire Agreement.This Agreement constitutes the entire agreement of the Members and their affiliates relating to the Company and supersedes all prior contracts or agreements among the Members with respect to the Company, whether oral or written.
 
9.3                              Effect of Waiver or Consent.A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.
 
9.4                              Amendment or Modification.This Agreement may be amended or modified from time to time only by a written instrument executed and agreed to by the Majority Members.
 
9.5                              Binding Effect.Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement is binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.
 
9.6                              Governing Law; Severability.THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.
 
9.7                              Counterparts.This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
 
* * * * * *
 
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IN WITNESS WHEREOF, the Sole Member has executed this Agreement as of the date first set forth above.
 
 	SOLE MEMBER:	
 	 	
 	NRG ENERGY SERVICES GROUP LLC	
 	Its: Sole Member	

 	By:	/s/ Lynne P. Wittkamp	
 	Name:	Lynne P. Wittkamp	
 	Title:	Assistant Secretary	
 
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SCHEDULE A
 
MEMBERS	 	UNITS	 	
 	 	 	 	
NRG ENERGY SERVICES GROUP LLC	 	1,000	 	
 	 	 	 	
TOTAL	 	1,000	 	
 
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Exhibit 3.159
 
 	 	State of Delaware	
 	 	Secretary of State	
 	 	Division of Corporations	
 	 	Delivered 11:23 AM 09/05/2014	
 	 	FILED 11:19 AM 09/05/2014	
 	 	SRV 141145718 - 5598095 FILE	
 
CERTIFICATE OF FORMATION
OF
NRG HQ DG LLC
 
1.                                     Name: The name of the limited liability company is NRG HQ DG LLC.
 
2.                                     Registered Office: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
 
3.                                     Organizer: The name and address of the sole organizer of the limited liability company is Lynne P. Wittkamp, NRG Energy, Inc., 211 Carnegie Center, Princeton, NJ 08540.
 
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of NRG HQ DG LLC this 5th day of August, 2014.

 	/s/ Lynne P. Wittkamp	
 	Lynne P. Wittkamp	
 	Authorized Person	

Exhibit 3.160
 
LIMITED LIABILITY COMPANY AGREEMENT
OF
NRG HQ DG LLC
a Delaware Limited Liability Company
 
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of NRG HQ DG LLC (the “Company”),  dated as of September 5, 2014 is adopted by, and executed and agreed to, for good and valuable consideration, by the Sole Member of the Company, NRG Energy, Inc., a Delaware limited liability company.
 
ARTICLE I
DEFINITIONS
 
1.1                              Definitions.As used in this Agreement, the following terms have the following meanings:
 
“Act” means the Delaware Limited Liability Company Act and any successor statute, as amended from time to time.
 
“Agreement” has the meaning given that term in the introductory paragraph.
 
“Capital Contribution” means the aggregate contribution by a Member to the capital of the Company.
 
“Certificate” has the meaning given that term in Section 2.1.
 
“Company” means NRG HQ DG LLC, a Delaware limited liability company.
 
“Dispose,” “Disposed,” “Disposing” or “Disposition” means a sale, assignment, transfer, exchange or other disposition (including, without limitation, by operation of law); provided, however, that this definition does not include the granting and/ or perfection of a security interest lien or encumbrance.
 
“Incapacity” or “Incapacitated” means (a) with respect to a natural person, the bankruptcy, death, incompetency or insanity of such person and (b) with respect to any other Person, the bankruptcy, liquidation, dissolution or termination of such Person.
 
“Majority Members” means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.
 
“Member” means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person who has ceased to be a member of the Company.
 
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“Person” means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.
 
“Proceeding” has the meaning given such term in Section 5.1.
 
“Units” means the units of each Member representing such Member’s interest in the income, gains, losses, deductions and expenses of the Company as set forth on  Schedule A  hereto, as amended from time to time in accordance with the terms of this Agreement.
 
1.2                              Construction.Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules are to Schedules attached hereto, each of which is made a part hereof for all purposes.
 
ARTICLE II
ORGANIZATION
 
2.1                              Formation.The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation (the  “Certificate”)  under and pursuant to the Act.
 
2.2                              Name.The name of the Company is “NRG HQ DG LLC” and all Company business shall be conducted in that name or such other names that comply with applicable law as the Majority Members may select from time to time.
 
2.3                              Registered Office; Registered Agent; Principal Office; Other Offices.The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Majority Members may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Majority Members may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Majority Members may designate from time to time, which need not be in the State of Delaware.
 
2.4                              Purposes.The purposes of the Company are to engage in any business or activity that is not prohibited by the Act or the laws of the jurisdictions in which the Company engages in such business or activity.
 
2.5                              Foreign Qualification.Prior to the Company’s conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.
 
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2.6                              Term.The term of the Company commenced on the date the original certificate of formation was filed with the office of the Secretary of State of Delaware and shall continue in existence until termination and dissolution thereof as determined under  Section 8.1  of this Agreement.
 
2.7                              No State-Law Partnership.The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.
 
2.8                              Unit Certificates.The number of authorized Units shall initially be one thousand (1,000). Units may be represented by one or more certificates in such form as the Majority Members may from time to time approve, and shall be subject to such rules for the issuance thereof as the Majority Members may from time to time determine.
 
2.9                              All Interests shall be Securities.All interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code and shall be evidenced by certificates. The certificated interests shall be in registered form within the meaning of Article 8 of the Uniform Commercial Code.
 
ARTICLE III
MEMBERS, UNITS AND DISTRIBUTIONS
 
3.1                              Members.
 
(a)                                The names, residence, business or mailing addresses and the Units of the Members are set forth in Schedule A , as amended from time to time in accordance with the terms of this Agreement.
 
(b)                                No Member, as such, shall be required to lend any funds to the Company or to make any additional contribution of capital to the Company, except as otherwise required by applicable law or by this Agreement. Any Member may, with the approval of the Majority Members, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a Capital Contribution.
 
(c)                                 Each Member shall execute a counterpart of this Agreement, and when a Person is admitted as a Member, such Person shall execute a counterpart of this Agreement and such Person shall be listed as a Member on  Schedule A  with such Member’s address and Units.
 
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3.2                              Liability of Members.Except as otherwise required by applicable law and as explicitly set forth in this Agreement, no Member shall have any personal liability whatsoever in its capacity as a Member, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company, and therefore, a Member shall be liable only to make Capital Contributions to the Company and the other payments as provided herein. To the extent that, at law or in equity, a Member or other Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or another Person, such Member or other Person acting in accordance with this Agreement shall not be liable to the Company or any other Member for its good faith reliance on the provisions of this Agreement.
 
3.3                              Member Units.Each Member’s interest in the Company, including such Member’s interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by such Member.
 
3.4                              Issuance of Additional Units and Interests.The Majority Members shall have the right to cause the Company to create and issue or sell: (i) additional Units or other interests in the Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other . interests in the Company and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company. Upon the acquisition of any Units or other interests in the Company by a Person who is not a Member, such Person shall execute and deliver a counterpart of this Agreement and shall become a Member hereunder, and  Schedule A hereto shall be amended to reflect such issuance and new Member.
 
3.5                              Distributions.Subject to the provision of the Act, the Majority Members shall have sole discretion regarding the amounts and timing of distributions to Members, in each case subject to the retention of, or payment to third parties of, such funds as it deems necessary with respect to the reasonable business needs of the Company which shall include (but not by way of limitation) the payment or the making of provision for the payment when due of Company obligations, including the payment of any management or administrative fees and expenses or any other obligations.
 
ARTICLE IV
MANAGEMENT
 
4.1                              Management by the Members.The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Majority Members, and the Majority Members shall make all decisions and take all actions for the Company.
 
4.2                              Actions by Members; Delegation of Authority and Duties.
 
(a)                                In managing the business and affairs of the Company and exercising its powers, the Majority Members shall act through (i) meetings and written consents pursuant to
 
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Sections 4.3 and 4.4, and (ii) any Person to whom authority and duties have been delegated pursuant to Section 4.2(b).
 
(b)                                The Majority Members may, from time to time, delegate to one or more Persons such authority and duties as the Majority Members may deem advisable. In addition, the Majority Members may assign titles (including, without limitation, chairman, chief executive officer, president, vice president, secretary, assistant secretary, treasurer and assistant treasurer) to any such Persons and delegate to such other individuals certain authority and duties. Any number of titles may be held by the same individual. Any delegation pursuant to this  Section 4.2(b)  may be revoked at any time by the Majority Members.
 
4.3                              Meetings.
 
(a)                                The Majority Members shall constitute a quorum for the transaction of business of the Company, and except as otherwise provided in this Agreement, the act of the Majority Members present at a meeting of the Members at which a quorum is present shall be the act of the Members.
 
(b)                                Meetings of the Members may be held at such place or places as shall be determined from time to time by resolution of the Majority Members. At all meetings of the Members, business shall be transacted in such order as shall from time to time be determined by resolution of the Majority Members. Regular meetings of the Members shall be held at such times and places as shall be designated from time to time by resolution of the Majority Members. Notice of such meetings shall not be required. Special meetings of the Members may be called by the Majority Members, and notice of such meeting need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law.
 
4.4                              Action by Written Consent or Telephone Conference.Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Majority Members. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Members may participate in and hold a meeting by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting.
 
4.5                              Conflicts of Interest.Each Member and officer of the Company at any time and from time to time may engage in and own interests in other business ventures of any and every type and description, independently or with others (including ones in competition with the Company) with no obligation to offer to the Company or any other Member or officer the right to participate therein. The Company may transact business with any Member, officer or affiliate
 
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thereof provided that the terms of those transactions are no less favorable than those the Company could obtain from unrelated third parties.
 
4.6                              Officers.
 
(a)                                The Majority Members may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the State of Delaware, or a Member. Any officers so designated shall have such authority and perform such duties as the Majority Members may, from time to time, delegate to them. The Majority Members may assign titles to particular officers. Unless the Majority Members otherwise decides, if the title is one commonly used for officers of a corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office of a corporation. Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Majority Members.
 
(b)                                Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Majority Members. Any officer may be removed as such, either with or without cause, by the Majority Members. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Majority Members.
 
ARTICLE V
INDEMNIFICATION
 
5.1                              Exculpation.Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Members, managers, or any other officers, directors, stockholders, partners, employees, affiliates, representatives, or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any other person bound by this Agreement for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.
 
5.2                              Indemnification.To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or
 
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investigative (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 5.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 5.2.
 
5.3                              Amendments.Any repeal or modification of this Article V by the Members shall not adversely affect any rights of such Covered Person pursuant to this Article V, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
 
ARTICLE VI
TAXES AND BOOKS
 
6.1                              Tax Returns.The Majority Members shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making any elections the Majority Members may deem appropriate and in the best interests of the Members.
 
6.2                              Books.The Company shall keep books and records of accounts and shall keep minutes of the proceedings of its Members. The calendar year shall be the accounting year of the Company.
 
ARTICLE VII
TRANSFERS
 
7.1                              Assignment by Members.No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Member’s Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.
 
7.2                              Void Assignment.Any sale, exchange or other transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party.
 
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7.3                              Substituted Member.
 
(a)                                An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right.
 
(b)                                Upon the admission of a substituted Member, Schedule A attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company.
 
7.4                              Effect of Assignment.
 
(a)                                Any Member who shall assign any Units or other interest in the Company shall cease to be a Member of the Company with respect to such Units or other interest and shall no longer have any rights or privileges of a Member with respect to such Units or other interest.
 
(b)                                Any Person who acquires in any manner whatsoever any Units or other interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all the terms and conditions of this Agreement that any predecessor in such Units or other interest in the Company of such Person was subject to or by which such predecessor was bound.
 
7.5                              Effect of Incapacity.Except as otherwise provided herein, the Incapacity of a Member shall not dissolve or terminate the Company. In the event of such Incapacity, the executor, administrator, guardian, trustee or other personal representative of the Incapacitated Member shall be deemed to be the assignee of such Member’s Units or other interests in the Company and may, subject to  Section 7.1 , become a substituted Member upon the terms and conditions set forth in Section 7.3 .
 
ARTICLE VIII
DISSOLUTION, LIQUIDATION AND TERMINATION
 
8.1                              Dissolution.The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:
 
(a)                                the written consent of the Majority Members; and
 
(b)                                the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or
 
(c)                                 on the dissolution date set forth in the Certificate, if one is stated.
 
8.2                              Liquidation and Termination.On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final
 
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distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows:
 
(a)                                the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and
 
(b)                                all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).
 
All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those Costs, expenses and liabilities shall be allocated to the distributees pursuant to this  Section 8.2 . The distribution of cash and/or property to a Member in accordance with the provisions of this  Section 8.2  constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.
 
8.3                              Cancellation of Certificate.On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5  and take such other actions as may be necessary to terminate the Company.
 
ARTICLE IX
GENERAL PROVISIONS
 
9.1                              Notices.Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the address given for that Member on  Schedule A , or such other address as that Member may specify by notice to the other Members. Whenever any notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
 
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9.2                              Entire Agreement.This Agreement constitutes the entire agreement of the Members and their affiliates relating to the Company and supersedes all prior contracts or agreements among the Members with respect to the Company, whether oral or written.
 
9.3                              Effect of Waiver or Consent.A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.
 
9.4                              Amendment or Modification.This Agreement may be amended or modified from time to time only by a written instrument executed and agreed to by the Majority Members.
 
9.5                              Binding Effect.Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement is binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.
 
9.6                              Governing Law; Severability.THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.
 
9.7                              Counterparts.This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
 
* * * * * *
 
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IN WITNESS WHEREOF, the Sole Member has executed this Agreement as of the date first set forth above.

 	SOLE MEMBER:	
 	 	
 	NRG ENERGY, INC.	
 	Its: Sole Member	

 	By:	/s/ Brian E. Curci	
 	Name:	Brian E. Curci	
 	Title:	Corporate Secretary	
 
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SCHEDULE A
 
MEMBERS	 	UNITS	 	
 	 	 	 	
NRG ENERGY, INC.	 	1,000	 	
 	 	 	 	
TOTAL	 	1,000	 	
 
12

Exhibit 5.01

 
 	300 North LaSalle	 	
 	Chicago, Illinois 60654	 	
 	 	 	
 	(312) 862-2000	Facsimile:	
 	 	(312) 862-2200	
 	www.kirkland.com	 	
 
December 11, 2014
 
NRG Energy, Inc.
     and the Guarantors set forth on Exhibits A, B, C, D, E, F and G
 
211 Carnegie Center
Princeton, New Jersey 08540
 
Re: Registration Statement on Form S-4
 
Ladies and Gentlemen:
 
We are issuing this opinion letter in our capacity as special legal counsel to NRG Energy, Inc., a Delaware corporation (the “ Issuer ”), the Delaware entities set forth on  Exhibit A  hereto (the “ Delaware Guarantors ”), the California entity set forth on  Exhibit B  hereto (the “ California Guarantor ”), the New York entities set forth on Exhibit C  hereto (the “ New York Guarantors ”), the Texas entities set forth on  Exhibit D  hereto (the “ Texas Guarantors ”), the Minnesota entity set forth on  Exhibit E  hereto (the “ Minnesota Guarantor ”), the Oregon entity set forth on  Exhibit F  hereto (the “ Oregon Guarantor ”), and the Vermont entity set forth on  Exhibit G  hereto (the “ Vermont Guarantor ,” and together with the Delaware Guarantors, the California Guarantor, the New York Guarantors, the Texas Guarantors, the Minnesota Guarantor and the Oregon Guarantor, the “ Guarantors ”). The Guarantors and the Issuer are collectively referred to herein as the “ Registrants .”  This opinion letter is being delivered in connection with the proposed registration of $1,000,000,000 in aggregate principal amount of the Issuer’s 6.25% Senior Notes due 2024 (the “ Exchange Notes ”) pursuant to a Registration Statement on Form S-4 (as supplemented or amended, the “ Registration Statement ”), filed with the Securities and Exchange Commission (the “ Commission ”) on December 11, 2014, under the Securities Act of 1933, as amended (the “ Securities Act ”).  The Registration Statement is being filed in accordance with a Registration Rights Agreement entered into by the Issuer, the Guarantors and certain initial purchasers on April 21, 2014, the Exchange Notes are being offered in exchange for $1,000,000,000 6.25% Senior Notes due 2024 issued by the Issuer on April 21, 2014 (the “ Old Notes ”) through a private placement exempt from the registration requirements of the Securities Act.
 
The obligations of the Issuer under the Exchange Notes will be guaranteed by the Guarantors (the “ Guarantees ”).
 
The Exchange Notes are to be issued pursuant to the Indenture, dated as of April 21, 2014 (as supplemented or amended to the date hereof, the “ Indenture ”), among the Issuer, the guarantors party thereto and Law Debenture Trust Company of New York, as trustee (the “ Trustee ”).
 
In connection with issuing this opinion letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) resolutions of the Registrants with respect to the issuance of the Exchange Notes and the Guarantees, (ii) organizational documents of the Registrants, (iii) the Indenture and (iv) the Registration Statement.
 
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of
 
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persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto (other than the Registrants) and the due authorization, execution and delivery of all documents by the parties thereto (other than the Registrants). As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Registrants and others.
 
Our opinion expressed below is subject to the qualification that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) or (iii) other commonly recognized statutory and judicial constraints on enforceability including statutes of limitations.
 
Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that, when (i) the Registration Statement becomes effective, (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes and the Guarantees have been duly executed and authenticated in accordance with the provisions of the Indenture and duly delivered to holders of the Old Notes in exchange for the Old Notes and the guarantees related thereto, the Exchange Notes will be validly issued and binding obligations of the Issuer and the Guarantees will be validly issued and binding obligations of the Guarantors.
 
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.01 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
 
Our advice on every legal issue addressed in this letter is based exclusively on the law of the States of California, Delaware and New York or the federal law of the United States. The manner in which any particular issue relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it. For purposes of our opinion with respect to the Texas Guarantors, the Minnesota Guarantor, the Oregon Guarantor and the Vermont Guarantor, we have assumed, without conducting any research or investigation with respect thereto, that such Guarantors are validly existing and have the corporate, limited liability company or limited partnership power and authority, as applicable, to execute and deliver the Indenture and to perform their obligations thereunder, including their Guarantees of the Exchange Notes. With respect to such matters, we understand that there have been filed with the Commission as exhibits to the Registration Statement opinions of: (i) Andrews Kurth LLP, with respect to the Texas Guarantors; (ii) Stinson Leonard Street LLP, with respect to the Minnesota Guarantor; (iii) Perkins Coie LLP, with respect to the Oregon Guarantor; and (iv) Paul Frank + Collins P.C., with respect to the Vermont Guarantor. We have made no investigation of, and do not express or imply an opinion on, the laws of such states. This letter is not intended to guarantee the outcome of any legal dispute which may arise in the future. Our opinion herein regarding Delaware law is limited solely to our review of provisions of the General Corporation Law of the State of Delaware, the Limited Liability Company Act of the State of Delaware and the Delaware Revised Uniform Limited Partnership Act and our opinion herein regarding California law is limited solely to our review of provisions of the California Revised Uniform Limited Liability Company Act (including the statutory provisions, all applicable provisions of the Delaware and California constitutions and reported judicial decisions interpreting the foregoing), without our having made any special investigation as to the applicability of another statute, law, rule or regulation. None of the opinions or other advice contained in this letter considers or covers any foreign or state securities (or “blue sky”) laws or regulations.
 
2

 
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion after the date of effectiveness of the Registration Statement should the present federal laws of the United States or the laws of the States of California, Delaware or New York be changed by legislative action, judicial decision or otherwise.
 
This opinion is furnished to you in connection with the filing of the Registration Statement and in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.

 	Sincerely,	

 	/s/ Kirkland & Ellis LLP	
 	 	
 	KIRKLAND & ELLIS LLP	
 
3

 
Exhibit A
 
Delaware 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	
Clean Edge Energy LLC	
Conemaugh Power LLC	
Connecticut Jet Power LLC	
Cottonwood Development LLC	
Cottonwood Energy Company LP	
Cottonwood Generating Partners I LLC	
Cottonwood Generating Partners II LLC	
Cottonwood Generating Partners III LLC	
Cottonwood Technology Partners LP	
Devon Power LLC	
Dunkirk Power LLC	
El Segundo Power, LLC	
El Segundo Power II LLC	
Energy Alternatives Wholesale, LLC	
Energy Plus Holdings LLC	
Energy Plus Natural Gas LP	
Everything Energy LLC	
GCP Funding Company, LLC	
Green Mountain Energy Company	
Green Mountain Energy Company (NY COM) LLC	
Green Mountain Energy Company (NY RES) LLC	
Gregory Partners, LLC	
Gregory Power Partners LLC	
Huntley Power LLC	
Independence Energy Alliance LLC	
Independence Energy Group LLC	
Independence Energy Natural Gas LLC	
Indian River Operations Inc.	
Indian River Power LLC	
Keystone Power LLC	
Louisiana Generating LLC	
Meriden Gas Turbines LLC	
Middletown Power LLC	
Montville Power LLC	
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 Connected Home LLC	
NRG Connecticut Affiliate Services Inc.	
NRG Construction LLC	
NRG Curtailment Solutions LLC	
NRG Development Company Inc.	
NRG Devon Operations Inc.	
NRG Dispatch Services LLC	
NRG Distributed Generation PR LLC	
NRG Dunkirk Operations Inc.	
NRG El Segundo Operations Inc.	
NRG Energy Efficiency-L LLC	
NRG Energy Efficiency-P LLC	
NRG Energy Labor Services LLC	
NRG Energy Services Group LLC	
NRG Energy Services International Inc.	
NRG Energy Services LLC	
NRG Generation Holdings Inc.	
NRG Home & Business Solutions LLC	
NRG Home Solutions LLC	
NRG Home Solutions Product LLC	
NRG Homer City Services LLC	
NRG HQ DG LLC	
NRG Huntley Operations Inc.	
NRG Identity Protect LLC	
NRG Ilion Limited Partnership	
NRG Ilion LP LLC	
NRG International LLC	
NRG Maintenance Services LLC	
NRG Mextrans Inc.	
NRG MidAtlantic Affiliate Services Inc.	
NRG Middletown Operations Inc.	
NRG Montville Operations Inc.	
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 PacGen Inc.	
NRG Power Marketing LLC	
NRG Reliability Solutions LLC	
NRG Renter’s Protection LLC	
NRG Retail LLC	
NRG Retail Northeast 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 Texas Holding Inc.	
NRG Texas LLC	
NRG Texas Power LLC	

 
NRG Unemployment Protection LLC	
NRG Warranty Services LLC	
NRG West Coast LLC	
NRG Western Affiliate Services Inc.	
O’Brien Cogeneration, Inc. II	
Oswego Harbor Power LLC	
RE Retail Receivable LLC	
Reliant Energy Northeast LLC	
Reliant Energy Power Supply LLC	
Reliant Energy Retail Holdings LLC	
Reliant Energy Retail Services LLC	
RERH Holdings LLC	
Saguaro Power LLC	
Somerset Operations Inc.	
Somerset Power LLC	
Texas Genco Financing Corp.	
Texas Genco LP, LLC	
Texas Genco Operating Services LLC	
US Retailers LLC	
Vienna Operations Inc.	
Vienna Power LLC	
WCP (Generation Holdings) LLC	
West Coast Power LLC	

 
Exhibit B
 
California Guarantor
 
Eastern Sierra Energy Company LLC

 
Exhibit C
 
New York Guarantors
 
Ace Energy, Inc.	
BidURenergy, Inc.	
Energy Curtailment Specialists, Inc.	

 
Exhibit D
 
Texas Guarantor
 
Allied Warranty LLC	
Cirro Energy Services, Inc.	
Cirro Group, Inc.	
Forward Home Security, LLC	
Langford Wind Power, LLC	
Lone Star A/C & Appliance Repair, LLC	
NRG South Texas LP	
Texas Genco GP, LLC	
Texas Genco Holdings, Inc.	
Texas Genco Services, LP	

 
Exhibit E
 
Minnesota Guarantor
 
NEO Corporation

 
Exhibit F
 
Oregon Guarantor
 
ONSITE Energy, Inc.

 
Exhibit G
 
Vermont Guarantor
 
Energy Protection Insurance Company

Exhibit 5.02
 
 	MARK S. WEITZ	
 	612-335-1517 DIRECT	
 	MARK.WEITZ@STINSONLEONARD.COM	
 
December 11, 2014
 
NEO Corporation
211 Carnegie Center
Princeton, NJ 08540
 
Re:                            Registration Statement on Form S-4
 
Ladies and Gentlemen:
 
We are issuing this opinion letter in our capacity as special counsel to NEO Corporation, a Minnesota corporation (the “Guarantor”), in connection with the Guarantor’s proposed guarantee, along with the other guarantors under the Indenture (as defined below), of $1,000,000,000 in aggregate principal amount of 6.25% Senior Notes due 2024 (the “Notes”). The Notes are to be issued by NRG Energy, Inc., a Delaware corporation (the “Issuer”), in connection with an offering made pursuant to a Registration Statement on Form S-4 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on December 11, 2014 under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement is being filed in accordance with a Registration Rights Agreement entered into by the Issuer, the guarantors party thereto, including the Guarantor, and certain initial purchasers on April 21, 2014, and the Notes are being offered in exchange for $1,000,000,000 6.25% Senior Notes due 2024 (the “Old Notes”).  The Old Notes were issued by the Issuer on April 21, 2014 through a private placement exempt from the registration requirements of the Securities Act, all of which are eligible to be exchanged for the Notes.  The obligations of the Issuer under the Notes will be guaranteed by the Guarantor (the “Guarantee”), jointly and severally with other guarantors.  The Notes are to be issued pursuant to the Indenture (the “Indenture”), dated as of April 21, 2014, between the Issuer and Law Debenture Trust Company of New York, as Trustee (the “Trustee”).  The Guarantee is to be issued pursuant to the Indenture.
 
In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, corporate records and other instruments: (i) the articles of incorporation and by-laws of the Guarantor, (ii) a written consent of the sole director of the Guarantor with respect to the issuance of the Guarantee and the execution of the Indenture, (iii) the Registration Statement, (iv) the Indenture and (v) the Notation of Guarantee dated April 21, 2014.

 
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies.  We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Guarantor and the due authorization, execution and delivery of all documents by the parties thereto other than the Guarantor.  As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Guarantor, public officials and others.
 
Our opinions expressed below are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies, (iv) any law except the laws of the State of Minnesota and the Minnesota case law decided thereunder and (v) the “Blue Sky” laws and regulations of Minnesota.
 
Based upon and subject to the assumptions, qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that:
 
1.                                     The Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Minnesota.
 
2.                                     The Indenture has been duly authorized, executed and delivered by the Guarantor.
 
3.                                     The execution and delivery of the Indenture by the Guarantor and the performance by the Guarantor of its obligations thereunder (including with respect to the Guarantee) do not conflict with or constitute or result in a breach or default under (or an event which with notice or the passage of time or both would constitute a default under) or result in the creation of a lien or encumbrance under or violation of any of (i) the articles of incorporation, bylaws or other organizational documents of the Guarantor or (ii) Applicable Laws.  As used herein, “Applicable Laws” means those laws, rules and regulations of governmental authorities (other than those of counties, towns, municipalities and special political subdivisions) of the State of Minnesota.
 
4.                                     No consent, waiver, approval, authorization or order of any State of Minnesota court or governmental authority of the State of Minnesota or any political subdivision thereof is required pursuant to any Applicable Laws for the issuance by the Guarantor of the Guarantee.
 
2

 
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.  We assume no obligation to revise or supplement this opinion should the present laws of the State of Minnesota be changed by legislative action, judicial decision or otherwise after the effective date of the Registration Statement.
 
This opinion is furnished to you in connection with the filing by the Issuer of a Registration Statement on Form S-4 which will be incorporated by reference into the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose, except that Kirkland & Ellis LLP may rely on this opinion to the same extent as if it were an addressee hereof.
 
We hereby consent to the filing of this opinion with the commission as Exhibit 5.02 to the Registration Statement.  We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement.  In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
 
Very truly yours,
 
/s/ Mark S. Weitz	 	
Mark S. Weitz	 	
STINSON LEONARD STREET LLP	 	
 
3

Exhibit 5.03
 
 	600 Travis, Suite 4200
Houston, Texas 77002
713.220.4200 Phone
713.220.4285 Fax
andrewskurth.com	
 
December 11, 2014
 
NRG South Texas LP
Texas Genco Services, LP
Texas Genco Holdings, Inc.
Texas Genco GP, LLC
Langford Wind Power, LLC
Allied Warranty LLC
Lone Star A/C and Appliance Repair, LLC
Cirro Energy Services, Inc.
Cirro Group, Inc.
Forward Home Security, LLC
c/o NRG Energy, Inc.
211 Carnegie Center
Princeton, NJ 08540	
 
Re:                            NRG Energy, Inc.’s 6.25% Senior Notes due 2024 — Texas Guarantors
 
Ladies and Gentlemen:
 
We have acted as special Texas counsel to NRG South Texas LP (formerly known as Texas Genco LP), a Texas limited partnership, Texas Genco Services, LP, a Texas limited partnership, Texas Genco Holdings, Inc., a Texas corporation, Texas Genco GP, LLC, a Texas limited liability company, Langford Wind Power, LLC, a Texas limited liability company, Allied Warranty LLC, a Texas limited liability company, Lone Star A/C & Appliance Repair, LLC, a Texas limited liability company, Cirro Energy Services, Inc., a Texas corporation, Cirro Group, Inc., a Texas corporation, and Forward Home Security, LLC, a Texas limited liability company (collectively, the “ Texas Guarantors ” and individually, a “ Texas Guarantor ”), each Texas Guarantor being a subsidiary of NRG Energy, Inc., a Delaware corporation (the “ Issuer ”), in connection with the Registration Statement on Form S-4 (the “ Registration Statement ”), with the Securities and Exchange Commission (the “ SEC ”) under the Securities Act of 1933, as amended (the “ Act ”), relating to the registration under the Act of $1,000,000,000, in aggregate principal amount of Issuer’s Senior Notes due 2024 (the “ Exchange Notes ”), to be offered by the Issuer in exchange for $1,000,000,000, in aggregate principal amount of Issuer’s 6.25% Senior Notes due 2024.  The Exchange Notes are being issued pursuant to the Indenture (the “ Indenture ”), dated as

 
of April 21, 2014, among the Issuer, the guarantors named therein, and Law Debenture Trust Company of New York, as trustee (the “ Trustee ”).
 
In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following: (i) the organizational documents of the Texas Guarantors, (ii) a certificate of existence issued as of a recent date by the Secretary of State of the State of Texas as to each of the Texas Guarantors, (iii) evidence of good standing issued as of a recent date by the Texas Comptroller of Public Accounts with respect to each of the Texas Guarantors, (iv) resolutions adopted by the board of directors or managers of each of the Texas Guarantors or its general partner with respect to, among other things, the execution and delivery by the Texas Guarantors of the Supplemental Indenture, (v) the Registration Statement, and (vi) the Indenture.  We have also examined such other documents and certificates and such matters of law as we have deemed necessary for the purposes of this opinion.
 
In such examination, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as certified or photostatic copies.  We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered.  As to any facts material to the opinions expressed herein, we have made no independent investigation of such facts and have relied upon certificates of public officials and certificates of the Secretaries of the Texas Guarantors or their general partners.
 
Based upon the foregoing and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that:
 
1.                                     Each of NRG South Texas LP and Texas Genco Services, LP is a limited partnership, validly existing and in good standing under the laws of the State of Texas.
 
2.                                     Each of Texas Genco GP, LLC, Allied Warranty LLC, Lone Star A/C & Appliance Repair, LLC, Langford Wind Power, LLC, and Forward Home Security, LLC, is a limited liability company, validly existing and in good standing under the laws of the State of Texas.
 
3.                                     Each of Texas Genco Holdings, Inc., Cirro Energy Services, Inc., and Cirro Group, Inc., is a corporation, validly existing and in good standing under the laws of the State of Texas.
 
4.                                     Each of the Texas Guarantors has the corporate, limited liability company or limited partnership power and authority to execute and deliver the Indenture and to perform its obligations thereunder, including its guarantee of the Exchange Notes.
 
5.                                     The Indenture has been duly authorized, executed, and delivered by the Texas Guarantors.
 
Our opinions set forth in paragraphs 1 through 3 above are rendered in reliance upon certificates and other communications from officials of the State of Texas.
 
2

 
The opinions stated in this letter are limited to the applicable laws of the State of Texas.
 
We hereby consent to (i) the filing of this opinion with the SEC as an exhibit to the Registration Statement, and (ii) reliance on this opinion by Kirkland & Ellis LLP.  We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement.  In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC.  We assume no obligation to revise or supplement this opinion after the date of effectiveness of the Registration Statement should the present laws of the State of Texas be changed by legislative action, judicial decision, or otherwise.

 	Very truly yours,	
 	 	
 	/s/ Andrews Kurth LLP	
 
3

Exhibit 5.04
 
December 11, 2014
 
ONSITE Energy, Inc.
c/o NRG Energy, Inc.
211 Carnegie Center
Princeton, NJ 08540
 
Re:                            NRG Energy, Inc.’s 6.25% Senior Notes due 2024 - Oregon Guarantor
 
Ladies and Gentlemen:
 
We have acted as special counsel to ONSITE Energy, Inc., an Oregon corporation (the “Oregon Guarantor”), a subsidiary of NRG Energy, Inc., a Delaware corporation (the “ Issuer ”), in connection with the registration under the Securities Act of 1933, as amended (the “ Securities Act ”), of $1,000,000,000 in aggregate principal amount of the Issuer’s 6.25% Senior Notes due 2024 (the “ Exchange Notes ”) pursuant to the Registration Statement on Form S-4 (the “ Registration Statement ”), filed with the Securities and Exchange Commission under the Securities Act.  The Exchange Notes are proposed to be offered by the Issuer in exchange for existing $1,000,000,000 in aggregate principal amount of the Issuer’s outstanding 6.25% Senior Notes due 2024.  The Exchange Notes will be issued pursuant to the Indenture (the “  Indenture ”), dated as of April 21, 2014, between the Issuer and the Law Debenture Trust Company of New York, as Trustee (the “ Trustee ”).  The Oregon Guarantor will execute a Notation of Guarantee (the “ Notation of Guarantee ”) on the Exchange Notes to evidence its guarantee (the “ Guarantee ”) of the Issuer’s obligations under the Exchange Notes pursuant to the Indenture.
 
In our capacity as counsel to the Oregon Guarantor, we have examined (a) the Registration Statement, (b) the Indenture, (c) the form of Exchange Notes and Notation of Guarantee attached to the Indenture, (d) the articles of incorporation, by-laws and resolutions of the Oregon Guarantor and (e) the originals, or copies identified to our satisfaction, of such corporate records of the Oregon Guarantor, certificates of public officials, officers of the Oregon Guarantor and other persons, and such other documents, agreements and instruments as we have deemed necessary as a basis for the opinions expressed below. In our examination, we have assumed the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.
 
Based on and subject to the foregoing and the other assumptions, exclusions and qualifications in this letter, we are of the opinion that the Oregon Guarantor (1) is a corporation validly existing under Oregon law; (2) has the corporate power to execute and deliver the Notation of Guarantee; and (3) has taken all corporate action necessary to authorize the execution and delivery of the Notation of Guarantee.

 
We do not express any opinions herein concerning any laws other than the laws in their current forms of the State of Oregon, and we express no opinion with respect to the laws of any other jurisdiction.
 
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the caption “Legal Matters.” In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or related rules nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in the Securities Act or related rules.
 
 	Very truly yours,	
 	 	
 	/s/ PERKINS COIE LLP	
 	 	
 	PERKINS COIE LLP	
 
2

Exhibit 5.05
 
December 11, 2014
 
Energy Protection Insurance Company
126 College Street
Suite 400
Burlington, VT 05401
 
Re:  Energy Protection Insurance Company as Guarantor of NRG Energy, Inc.
 
Ladies and Gentlemen:
 
We are issuing this opinion letter in our capacity as special counsel to Energy Protection Insurance Company, a Vermont corporation (the “Guarantor”) being a subsidiary of NRG Energy, Inc., a Delaware corporation (the “Issuer”), in connection with the Guarantor’s proposed guarantee, along with the other guarantors under the Indenture (as defined below) of $1,000,000,000 in aggregate principal amount of 6.25% Senior Notes due 2024, (the “Exchange Notes”). The Exchange Notes are to be issued by the Issuer, in connection with an offering made pursuant to a Registration Statement on Form S-4 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), to be filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”). The Registration Statement is being filed in connection with the registration under the Act of the Exchange Notes being offered by the Issuer.  The Exchange Notes are to be issued pursuant to the Indenture (the “Indenture”), dated as of April 21, 2014, among the Issuer, the Law Debenture Trust Company of New York, as Trustee (the “Trustee”), the Guarantor, and the other guarantors party thereto.
 
In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following:
 
1.             The organizational documents of the Guarantor certified by the Vermont Secretary of State on December 9, 2014;
 
2.             a certificate of good standing of the Guarantor issued by the Vermont Secretary of State dated December 8, 2014;
 
3.             a certificate of good standing of the Guarantor issued by the Vermont Department of Financial Regulation dated December 8, 2014;
 
4.             a certificate of the Assistant Secretary of Guarantor dated December 11, 2014 certifying among other things: (a) the Bylaws of the Guarantor; (b) the Articles of

 
Incorporation of the Guarantor; (c) resolutions adopted by the board of directors of the Guarantor with respect to, among other things, the execution and delivery by the Guarantor of the Indenture and the Registration Statement; and (d) the current directors and officers of the Guarantor;
 
5.             the Registration Statement, and
 
6.             the Indenture.
 
In such examination, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as certified or photostatic copies.  We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered.  As to any facts material to the opinions expressed herein, we have made no independent investigation of such facts and have relied upon certificates of public officials and certificate of the Assistant Secretary of the Guarantor.
 
Our opinions expressed below are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies, (iv) any law except the laws of the State of Vermont and the Vermont case law decided thereunder,  (v) the “Blue Sky” laws and regulations of Vermont, and (vi) as to the tax good standing of the Guarantor in any jurisdiction, including Vermont.
 
Based upon the foregoing and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that:
 
1.                   Energy Protection Insurance Company is validly existing and is in good standing under the laws of the State of Vermont.
 
2.                   Energy Protection Insurance Company had the corporate power and authority to execute and deliver the Indenture at the time of such execution and delivery.
 
3.                   Energy Protection Insurance Company has the corporate power and authority to perform its obligations under the Indenture, including its guarantee of the Exchange Notes.
 
4.                   The Indenture has been duly authorized, executed and delivered by Energy Protection Insurance Company.
 
Our opinions set forth in paragraph 1 above are rendered in reliance upon certificates and other communications from officials of the State of Vermont.
 
2

 
*****
 
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.  This opinion is based upon currently existing statutes, rules, regulations, and judicial decisions of the State of Vermont.  We assume no obligation to revise or supplement this opinion after the date of effectiveness of the Registration Statement should the existing statutes, rules, regulations or judicial decision of the State of Vermont be changed by legislative action, judicial decision or otherwise.
 
We hereby consent to (i) the filing of this opinion with the SEC as an exhibit to the Registration Statement, and (ii) reliance on this opinion by Kirkland & Ellis LLP. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement.  In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC.  We assume no obligation to revise or supplement this opinion after the date of effectiveness of the Registration Statement should the present laws of the State of Vermont be changed by legislative action, judicial decision or otherwise.

 	Very truly yours,	
 	 	
 	/s/ PAUL FRANK + COLLINS P.C.	

 	PAUL FRANK + COLLINS P.C.	
 
3

Exhibit 12.01
 
NRG ENERGY, INC. AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
 
 	 	For the Nine Months	 	 	 	 	 	 	 	 	 	 	 	
 	 	Ended September 30,	 	For the Year Ended December 31,	 	
 	 	2014(a)	 	2013(a)	 	2012(a)	 	2011(a)	 	2010	 	2009	 	
 	 	 	 	(in millions except ratio)	 	
Earnings:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income/(loss) from continuing operations before income tax	 	$	(33	)	$	(634	)	$	(12	)	$	(646	)	$	753	 	$	1,669	 	
Less:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Distributions and equity in earnings of unconsolidated affiliates	 	32	 	84	 	2	 	9	 	(19	)	(41	)	
Impairment charge on equity method investment	 	—	 	(99	)	2	 	495	 	—	 	—	 	
Capitalized interest	 	(19	)	(130	)	(140	)	(80	)	(36	)	(37	)	
Add:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Fixed charges	 	630	 	1,037	 	864	 	931	 	678	 	703	 	
Amortization of capitalized interest	 	14	 	14	 	11	 	7	 	4	 	3	 	
Total Earnings:	 	$	624	 	$	272	 	$	727	 	$	716	 	$	1,380	 	$	2,297	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Fixed Charges:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense	 	$	915	 	$	932	 	$	671	 	$	808	 	$	600	 	$	610	 	
Interest capitalized	 	19	 	130	 	140	 	80	 	36	 	37	 	
Amortization of debt issuance costs	 	26	 	33	 	32	 	26	 	25	 	31	 	
Amortization of debt discount	 	(37	)	(67	)	9	 	6	 	7	 	13	 	
Approximation of interest in rental expense	 	10	 	9	 	12	 	11	 	10	 	12	 	
Total Fixed Charges:	 	$	933	 	$	1,037	 	$	864	 	$	931	 	$	678	 	$	703	 	
Ratio of Earnings to Combined Fixed Charges	 	0.67	 	0.26	 	0.84	 	0.77	 	2.03	 	3.27	 	

(a)        The ratio coverage for the nine months ended September 30, 2014 and the years ended December 31, 2013, 2012 and 2011 was less than 1:1.  NRG Energy, Inc. would have needed to generate additional earnings of $309 million, $765 million, $137 million and $215 million, respectively, to achieve a ratio coverage of 1:1 for those periods.

Exhibit 21.01
 
SUBSIDIARIES OF NRG ENERGY, INC.
 
Entity Name	 	Jurisdiction	
2332174 Ontario Inc.	 	Canada	
3279405 Nova Scotia Company	 	Canada	
3283764 Nova Scotia Company	 	Canada	
7549709 Canada Inc.	 	Canada	
7644868 Canada Inc.	 	Canada	
7711565 Canada Inc.	 	Canada	
AC Solar Holdings LLC	 	Delaware	
Ace Energy, Inc.	 	New York	
AFE Marquette LLC	 	Wisconsin	
Agua Caliente Solar Holdings LLC	 	Delaware	
Agua Caliente Solar, LLC	 	Delaware	
Allied Home Warranty GP LLC	 	Delaware	
Allied Warranty LLC	 	Texas	
ALP Wind, LLC	 	Minnesota	
Alta Interconnection Management II, LLC	 	Delaware	
Alta Interconnection Management III, LLC	 	Delaware	
Alta Interconnection Management, LLC	 	Delaware	
Alta Realty Holdings, LLC	 	Delaware	
Alta Realty Investments, LLC	 	Delaware	
Alta Vista SunTower, LLC	 	Delaware	
Alta Wind 1-5 Holding Company, LLC	 	Delaware	
Alta Wind Asset Management Holdings, LLC	 	Delaware	
Alta Wind Asset Management, LLC	 	Delaware	
Alta Wind Company, LLC	 	Delaware	
Alta Wind Holdings, LLC	 	Delaware	
Alta Wind I Holding Company, LLC	 	Delaware	
Alta Wind I, LLC	 	Delaware	
Alta Wind II Holding Company, LLC	 	Delaware	
Alta Wind II, LLC	 	Delaware	

 
Alta Wind III Holding Company, LLC	 	Delaware	
Alta Wind III, LLC	 	Delaware	
Alta Wind IV Holding Company, LLC	 	Delaware	
Alta Wind IV, LLC	 	Delaware	
Alta Wind V Holding Company, LLC	 	Delaware	
Alta Wind V, LLC	 	Delaware	
Alta Wind X Holding Company, LLC	 	Delaware	
Alta Wind X, LLC	 	Delaware	
Alta Wind XI Holding Company, LLC	 	Delaware	
Alta Wind XI, LLC	 	Delaware	
Anacapa Energy, LLC	 	California	
Arthur Kill Gas Turbines LLC	 	Delaware	
Arthur Kill Power LLC	 	Delaware	
Astoria Gas Turbine Power LLC	 	Delaware	
Aurora Starlight Wind, LLC	 	Delaware	
Avenal Park LLC	 	Delaware	
Avenal Solar Holdings LLC	 	Delaware	
Bayou Cove Peaking Power, LLC	 	Delaware	
Beheer-en Beleggingsmaatschappij Plogema B.V.	 	Netherlands	
Bendwind, LLC	 	Minnesota	
Berrians I Gas Turbine Power LLC	 	Delaware	
BETM Solutions LLC	 	Delaware	
BidURenergy, Inc.	 	New York	
Big Cajun I Peaking Power LLC	 	Delaware	
Big Cajun II Unit 4 LLC	 	Delaware	
bioNRG Tonawanda Inc.	 	Delaware	
Bisson Windfarm, LLC	 	Minnesota	
Bluewater Wind Delaware LLC	 	Delaware	
Bluewater Wind Maryland LLC	 	Delaware	
Bluewater Wind New Jersey Energy LLC	 	Delaware	
Boeve Windfarm, LLC	 	Minnesota	
Boquillas Wind, LLC	 	Delaware	
Boston Energy Trading and Marketing LLC	 	California	
Broken Bow Wind, LLC	 	Delaware	

 
Buffalo Bear, LLC	 	Oklahoma	
Cabrillo Power I LLC	 	Delaware	
Cabrillo Power II LLC	 	Delaware	
Camas Power Boiler Limited Partnership	 	Oregon	
Camas Power Boiler, Inc.	 	Oregon	
Camino Energy, LLC	 	California	
Capistrano Wind Holdings, Inc.	 	Delaware	
Capistrano Wind II, LLC	 	Delaware	
Capistrano Wind Partners, LLC	 	Delaware	
Capistrano Wind, LLC	 	Delaware	
Carbon Management Solutions LLC	 	Delaware	
Caresale Services Limited	 	United Kingdom	
Carlsbad Energy Center LLC	 	Delaware	
Carstensen Wind, LLC	 	Minnesota	
Cedro Hill Wind LLC	 	Delaware	
CG Windfarm, LLC	 	Minnesota	
Cheng Power Systems, Inc.	 	Delaware	
Chester Energy, LLC	 	California	
Chickahominy River Energy Corp.	 	Virginia	
Cirro Energy Services, Inc.	 	Texas	
Cirro Group, Inc.	 	Texas	
Citizens Power Holdings One, LLC	 	Delaware	
CL Power Sales Eight, L.L.C.	 	Delaware	
Clean Edge Energy LLC	 	Delaware	
Clear View Acres Wind Farm, LLC	 	Iowa	
Cody SunTower, LLC	 	Delaware	
Commonwealth Atlantic Power LLC	 	Delaware	
Community Wind North 1 LLC	 	Minnesota	
Community Wind North 10 LLC	 	Minnesota	
Community Wind North 11 LLC	 	Minnesota	
Community Wind North 13 LLC	 	Minnesota	
Community Wind North 15 LLC	 	Minnesota	
Community Wind North 2 LLC	 	Minnesota	
Community Wind North 3 LLC	 	Minnesota	

 
Community Wind North 5 LLC	 	Minnesota	
Community Wind North 6 LLC	 	Minnesota	
Community Wind North 7 LLC	 	Minnesota	
Community Wind North 8 LLC	 	Minnesota	
Community Wind North 9 LLC	 	Minnesota	
Community Wind North, LLC	 	Minnesota	
Conemaugh Fuels, LLC	 	Delaware	
Conemaugh Power LLC	 	Delaware	
Connecticut Jet Power LLC	 	Delaware	
Continental Energy, LLC	 	Arizona	
Cottonwood Development LLC	 	Delaware	
Cottonwood Energy Company LP	 	Delaware	
Cottonwood Generating Partners I LLC	 	Delaware	
Cottonwood Generating Partners II LLC	 	Delaware	
Cottonwood Generating Partners III LLC	 	Delaware	
Cottonwood Technology Partners LP	 	Delaware	
Coyote Springs 2, LLC	 	Delaware	
CP Power Sales Nineteen, L.L.C.	 	Delaware	
CP Power Sales Seventeen, L.L.C.	 	Delaware	
CP Power Sales Twenty, L.L.C.	 	Delaware	
Crofton Bluffs Wind, LLC	 	Delaware	
Crosswind Transmission, LLC	 	Iowa	
Cy-Hawk Wind Energy, LLC	 	Iowa	
DanMar Transmission, LLC	 	Minnesota	
DeGreeff DP, LLC	 	Minnesota	
DeGreeffpa, LLC	 	Minnesota	
Del Mar Energy, LLC	 	California	
Delaware Power Development LLC	 	Delaware	
Desert View SunTower, LLC	 	Delaware	
Devon Power LLC	 	Delaware	
Doga Enerji Uretim Sanayi ve Ticaret Limited Sirketi	 	Turkey	
Doga Isi Satis Hizmetleri Ticaret Limited Sirketi	 	Turkey	
Doga Isletme ve Bakim Ticaret Limited Sirketi	 	Turkey	
Dunkirk Gas Corporation	 	New York	

 
Dunkirk Power LLC	 	Delaware	
Eagle View Acres Wind Farm, LLC	 	Iowa	
East Ridge Transmission, LLC	 	Minnesota	
Eastern Sierra Energy Company LLC	 	California	
EHI Development Fund, LLC	 	California	
El Mirage Energy, LLC	 	Arizona	
El Segundo Energy Center II LLC	 	Delaware	
El Segundo Energy Center LLC	 	Delaware	
El Segundo Power II LLC	 	Delaware	
El Segundo Power, LLC	 	Delaware	
Elbow Creek Wind Project LLC	 	Texas	
Elk Lake Wind Farm, LLC	 	Iowa	
Elkhorn Ridge Wind II, LLC	 	Delaware	
Elkhorn Ridge Wind, LLC	 	Delaware	
EME CP Holdings, LLC	 	Delaware	
EME Eastern Holdings, LLC	 	Delaware	
EME Finance UK Limited	 	United Kingdom	
EME Generation Holdings Limited	 	Cayman Islands	
EME Investments II, LLC	 	Delaware	
EME Investments, LLC	 	Delaware	
EME Service Company, LLC	 	Delaware	
EME Southwest Power, LLC	 	Delaware	
EME UK International, LLC	 	Delaware	
EME Western Holdings, LLC	 	Delaware	
Energy Alternatives Wholesale, LLC	 	Delaware	
Energy Curtailment Specialists, Inc.	 	New York	
Energy Investors Fund, L.P.	 	Delaware	
Energy National, Inc.	 	Utah	
Energy Plus Holdings LLC	 	Delaware	
Energy Plus Natural Gas LLC	 	Delaware	
Energy Protection Insurance Company	 	Vermont	
Enifund, Inc.	 	Utah	
Enigen, Inc.	 	Utah	
ESOCO Molokai, Inc.	 	Utah	

 
ESOCO, Inc.	 	Utah	
eV2g LLC	 	Delaware	
Everything Energy LLC	 	Delaware	
Fairmont SunTower, LLC	 	Delaware	
Fey Windfarm, LLC	 	Minnesota	
Forward Home Security, LLC	 	Texas	
Forward Windpower LLC	 	Delaware	
FUSD Energy, LLC	 	Arizona	
GCE Holding LLC	 	Connecticut	
GCP Funding Company, LLC	 	Delaware	
GenConn Devon LLC	 	Connecticut	
GenConn Energy LLC	 	Connecticut	
GenConn Middletown LLC	 	Connecticut	
GenOn Americas Generation, LLC	 	Delaware	
GenOn Americas Procurement, Inc.	 	Delaware	
GenOn Asset Management, LLC	 	Delaware	
GenOn Capital Inc.	 	Delaware	
GenOn Energy Holdings, Inc.	 	Delaware	
GenOn Energy Management, LLC	 	Delaware	
GenOn Energy Services, LLC	 	Delaware	
GenOn Energy, Inc.	 	Delaware	
GenOn Escrow Corp.	 	Delaware	
GenOn Fund 2001 LLC	 	Delaware	
GenOn Key/Con Fuels, LLC	 	Delaware	
GenOn Mid-Atlantic Development, LLC	 	Delaware	
GenOn Mid-Atlantic, LLC	 	Delaware	
GenOn Northeast Management Company	 	Pennsylvania	
GenOn Power Operating Services MidWest, Inc.	 	Delaware	
GenOn REMA Services, Inc.	 	Delaware	
GenOn Special Procurement, Inc.	 	Delaware	
Geostellar, Inc.	 	Delaware	
Gladstone Power Station Joint Venture	 	Australia	
Global Power Investors, LLC	 	Delaware	
Goal Zero LLC	 	Delaware	

 
Goat Wind, LP	 	Texas	
Granite II Holding, LLC	 	Delaware	
Granite Power Partners II, L.P.	 	Delaware	
Green Mountain Energy Company	 	Delaware	
Green Prairie Energy, LLC	 	Iowa	
Greenback Energy, LLC	 	Minnesota	
Greene Wind Energy, LLC	 	Iowa	
Gregory Partners, LLC	 	Delaware	
Gregory Power Partners LLC	 	Delaware	
Groen Wind, LLC	 	Minnesota	
GTL Joint Venture, LLC	 	Delaware	
Hanover Energy Company	 	California	
Hardin Hilltop Wind, LLC	 	Iowa	
Hardin Wind Energy, LLC	 	Iowa	
High Lonesome Mesa Investments, LLC	 	Delaware	
High Lonesome Mesa, LLC	 	Delaware	
High Plains Ranch II, LLC	 	Delaware	
Highland Township Wind Farm, LLC	 	Iowa	
Hillcrest Wind, LLC	 	Minnesota	
HLE Solar Holdings, LLC	 	Delaware	
HSD Solar Holdings, LLC	 	California	
Hudson Valley Gas Corporation	 	New York	
Huntley IGCC LLC	 	Delaware	
Huntley Power LLC	 	Delaware	
HyperGen, LLC	 	Minnesota	
Independence Energy Alliance LLC	 	Delaware	
Independence Energy Group LLC	 	Delaware	
Independence Energy Natural Gas LLC	 	Delaware	
Indian River Operations Inc.	 	Delaware	
Indian River Power LLC	 	Delaware	
Intellastar LLC	 	Delaware	
Ivanpah Master Holdings, LLC	 	Delaware	
Ivanpah Project I Holdings, LLC	 	Delaware	
Ivanpah Project II Holdings, LLC	 	Delaware	

 
Ivanpah Project III Holdings, LLC	 	Delaware	
Jackson Valley Energy Partners, L.P.	 	California	
James River Power LLC	 	Delaware	
Jeffers Wind 20, LLC	 	Minnesota	
JMC Wind, LLC	 	Minnesota	
Joliet Generation I, LLC	 	Delaware	
Kaufman Cogen LP	 	Delaware	
K-Brink Windfarm, LLC	 	Minnesota	
Keystone Fuels, LLC	 	Delaware	
Keystone Power LLC	 	Delaware	
Lambique Beheer B.V.	 	Netherlands	
Langford Wind Power, LLC	 	Texas	
Laredo Ridge Wind, LLC	 	Delaware	
Larswind, LLC	 	Minnesota	
LimiEnergy, LLC	 	Minnesota	
Lone Star A/C & Appliance Repair, LLC	 	Texas	
Long Beach Generation LLC	 	Delaware	
Long Beach Peakers LLC	 	Delaware	
Long Beach Power LLC	 	Delaware	
Longhorn Energy, LLC	 	Arizona	
Lookout WindPower LLC	 	Delaware	
Lot 59, LLC	 	Arizona	
Louisiana Generating LLC	 	Delaware	
LSP-Nelson Energy, LLC	 	Delaware	
Lucky Wind, LLC	 	Minnesota	
Maiden Winds, LLC	 	Minnesota	
Maplekey Holdings Limited	 	United Kingdom	
Maplekey UK Finance Limited	 	United Kingdom	
Maplekey UK Limited	 	United Kingdom	
MC Asset Recovery, LLC	 	Delaware	
MCM Energy Ventures, Inc.	 	Georgia	
MD & E Wind, LLC	 	Minnesota	
MEC Esenyurt B.V.	 	Netherlands	
MEC San Pascual B.V.	 	Netherlands	

 
Meriden Gas Turbines LLC	 	Delaware	
Middletown Power LLC	 	Delaware	
Midway-Sunset Cogeneration Company	 	California	
Midwest Finance Company, LLC	 	Delaware	
Midwest Generation EME, LLC	 	Delaware	
Midwest Generation Holdings I, LLC	 	Delaware	
Midwest Generation Holdings II, LLC	 	Delaware	
Midwest Generation Holdings Limited	 	Cayman Islands	
Midwest Generation Procurement Services, LLC	 	Delaware	
Midwest Generation, LLC	 	Delaware	
Midwest Peaker Holdings, LLC	 	Delaware	
Mirant (Bermuda), Ltd.	 	Bermuda	
Mirant (Navotas II) Corporation	 	Philippines	
Mirant AP Investments Limited	 	British Virgin Islands	
Mirant Asia-Pacific Construction Limited	 	Hong Kong	
Mirant Asia-Pacific Ventures, LLC	 	Delaware	
Mirant Corporation Political Action Committee, Inc.	 	Georgia	
Mirant Intellectual Asset Management and Marketing, LLC	 	Delaware	
Mirant International Investments, Inc.	 	Delaware	
Mirant Navotas Corporation	 	Philippines	
Mirant New York Services, LLC	 	Delaware	
Mirant Power Purchase, LLC	 	Delaware	
Mirant Services, LLC	 	Delaware	
Mirant Trust I	 	Delaware	
Mirant Wrightsville Investments, Inc.	 	Delaware	
Mirant Wrightsville Management, Inc.	 	Delaware	
Mission Bingham Lake Wind, LLC	 	Delaware	
Mission Community Wind North, LLC	 	Delaware	
Mission CWN Holdings, LLC	 	Delaware	
Mission de las Estrellas LLC	 	Delaware	
Mission Del Cielo, LLC	 	Delaware	
Mission del Sol, LLC	 	Delaware	
Mission Energy Construction Services, LLC	 	California	
Mission Energy Holdings International, LLC	 	Delaware	

 
Mission Energy Wales, LLC	 	California	
Mission Funding Zeta, LLC	 	California	
Mission Iowa Wind, LLC	 	California	
Mission Kern River Holdings, LLC	 	Delaware	
Mission Midway-Sunset Holdings, LLC	 	Delaware	
Mission Midwest Coal, LLC	 	Delaware	
Mission Minnesota Wind II, LLC	 	Delaware	
Mission Minnesota Wind III, LLC	 	Delaware	
Mission Minnesota Wind, LLC	 	Delaware	
Mission Mountain Wind, LLC	 	Delaware	
Mission Procurement, LLC	 	Delaware	
Mission Sycamore Holdings, LLC	 	Delaware	
Mission Watson Holdings, LLC	 	Delaware	
Mission Wind Aurora Starlight, LLC	 	Delaware	
Mission Wind Boquillas, LLC	 	Delaware	
Mission Wind Broken Bow, LLC	 	Delaware	
Mission Wind Cedro, LLC	 	Delaware	
Mission Wind Crofton Bluffs, LLC	 	Delaware	
Mission Wind Goat Mountain, LLC	 	Delaware	
Mission Wind Laredo, LLC	 	Delaware	
Mission Wind Maine, LLC	 	Delaware	
Mission Wind New Mexico II, LLC	 	Delaware	
Mission Wind New Mexico, LLC	 	Delaware	
Mission Wind Oklahoma, LLC	 	Delaware	
Mission Wind Owaissa, LLC	 	Delaware	
Mission Wind PA One, LLC	 	Delaware	
Mission Wind PA Three, LLC	 	Delaware	
Mission Wind PA Two, LLC	 	Delaware	
Mission Wind Pennsylvania, LLC	 	Delaware	
Mission Wind Pinnacle, LLC	 	Delaware	
Mission Wind Southwest, LLC	 	Delaware	
Mission Wind Terra Investments, LLC	 	Delaware	
Mission Wind Texas II, LLC	 	Delaware	
Mission Wind Texas, LLC	 	Delaware	

 
Mission Wind Utah, LLC	 	Delaware	
Mission Wind Wildorado, LLC	 	Delaware	
Mission Wind Wyoming, LLC	 	Delaware	
MNA Finance Corp.	 	Delaware	
Monster Energy, LLC	 	Arizona	
Montville IGCC LLC	 	Delaware	
Montville Power LLC	 	Delaware	
Mountain Wind Power II LLC	 	Delaware	
Mountain Wind Power, LLC	 	Delaware	
Natural Gas Repowering LLC	 	Delaware	
NEO Chester-Gen LLC	 	Delaware	
NEO Corporation	 	Minnesota	
NEO Freehold-Gen LLC	 	Delaware	
NEO Power Services Inc.	 	Delaware	
Netherlands Antilles Holdco	 	Netherlands Antilles	
Netherlands Holdco	 	Netherlands	
New Genco GP, LLC	 	Delaware	
New Jersey Power Development LLC	 	Delaware	
Nexamp Winchendon Solar, LLC	 	Delaware	
NINA Construction LLC	 	Delaware	
NINA Investments Holdings LLC	 	Delaware	
NINA Modularization LLC	 	Delaware	
NINA Nuclear Training LLC	 	Delaware	
NINA Steel Investments LLC	 	Delaware	
NINA Texas 3 LLC	 	Delaware	
NINA Texas 4 LLC	 	Delaware	
North Community Turbines, LLC	 	Minnesota	
North Wind Turbines, LLC	 	Minnesota	
Northern Lights Wind, LLC	 	Minnesota	
Norwalk Power LLC	 	Delaware	
NRG Acquisition Holdings Inc.	 	Delaware	
NRG Affiliate Services Inc.	 	Delaware	
NRG Alta Vista LLC	 	Delaware	
NRG Americas, Inc.	 	Delaware	

 
NRG Arroyo Nogales LLC	 	Delaware	
NRG Artesian Energy LLC	 	Delaware	
NRG Arthur Kill Operations Inc.	 	Delaware	
NRG Asia-Pacific, Ltd.	 	Delaware	
NRG Asset Services LLC	 	Delaware	
NRG Astoria Gas Turbine Operations Inc.	 	Delaware	
NRG Astoria Power LLC	 	Delaware	
NRG Audrain Generating LLC	 	Delaware	
NRG Audrain Holding LLC	 	Delaware	
NRG Bayou Cove LLC	 	Delaware	
NRG Bluewater Holdings LLC	 	Delaware	
NRG Bluewater Wind Massachusetts LLC	 	Delaware	
NRG Bourbonnais Equipment LLC	 	Delaware	
NRG Bourbonnais LLC	 	Illinois	
NRG Bowline LLC	 	Delaware	
NRG Brazos Valley GP LLC	 	Delaware	
NRG Brazos Valley LP LLC	 	Delaware	
NRG Business Solutions LLC	 	Delaware	
NRG Cabrillo Power Operations Inc.	 	Delaware	
NRG Cadillac Inc.	 	Delaware	
NRG Cadillac Operations Inc.	 	Delaware	
NRG California North LLC	 	Delaware	
NRG California Peaker Operations LLC	 	Delaware	
NRG California South GP LLC	 	Delaware	
NRG California South LP	 	Delaware	
NRG Canal LLC	 	Delaware	
NRG Capital II LLC	 	Delaware	
NRG Carbon 360 LLC	 	Delaware	
NRG Caymans Company	 	Cayman Islands	
NRG Caymans-C	 	Cayman Islands	
NRG Caymans-P	 	Cayman Islands	
NRG Cedar Bayou Development Company, LLC	 	Delaware	
NRG Chalk Point CT LLC	 	Delaware	
NRG Chalk Point LLC	 	Delaware	

 
NRG CleanTech Investments LLC	 	Delaware	
NRG Clearfield Pipeline Company LLC	 	Delaware	
NRG Coal Development Company LLC	 	Delaware	
NRG ComLease LLC	 	Delaware	
NRG Common Stock Finance I LLC	 	Delaware	
NRG Common Stock Finance II LLC	 	Delaware	
NRG Connected Home LLC	 	Delaware	
NRG Connecticut Affiliate Services Inc.	 	Delaware	
NRG Connecticut Peaking Development LLC	 	Delaware	
NRG Construction LLC	 	Delaware	
NRG Curtailment Solutions LLC	 	Delaware	
NRG Delta LLC	 	Delaware	
NRG Development Company Inc.	 	Delaware	
NRG Devon Operations Inc.	 	Delaware	
NRG DG Development LLC	 	Delaware	
NRG Dispatch Services LLC	 	Delaware	
NRG Distributed Generation PR LLC	 	Delaware	
NRG Dunkirk Operations Inc.	 	Delaware	
NRG El Segundo Operations Inc.	 	Delaware	
NRG Electricity Sales Princeton LLC	 	Delaware	
NRG Elkhorn Holdings LLC	 	Delaware	
NRG Energy Center Corpus Christi LLC	 	Delaware	
NRG Energy Center Dover LLC	 	Delaware	
NRG Energy Center Eagles LLC	 	Delaware	
NRG Energy Center Harrisburg LLC	 	Delaware	
NRG Energy Center HCEC LLC	 	Delaware	
NRG Energy Center Minneapolis LLC	 	Delaware	
NRG Energy Center Omaha Holdings LLC	 	Delaware	
NRG Energy Center Omaha LLC	 	Delaware	
NRG Energy Center Oxnard LLC	 	Delaware	
NRG Energy Center Paxton LLC	 	Delaware	
NRG Energy Center Phoenix LLC	 	Delaware	
NRG Energy Center Pittsburgh LLC	 	Delaware	
NRG Energy Center Princeton LLC	 	Delaware	

 
NRG Energy Center San Diego LLC	 	Delaware	
NRG Energy Center San Francisco LLC	 	Delaware	
NRG Energy Center Smyrna LLC	 	Delaware	
NRG Energy Center Tucson LLC	 	Arizona	
NRG Energy Efficiency-L LLC	 	Delaware	
NRG Energy Efficiency-P LLC	 	Delaware	
NRG Energy Fuel LLC	 	California	
NRG Energy Fuel Services LLC	 	Delaware	
NRG Energy Gas & Wind Holdings, Inc.	 	Delaware	
NRG Energy Holdings II, Inc.	 	Delaware	
NRG Energy Holdings Inc.	 	Delaware	
NRG Energy Jackson Valley I, Inc.	 	California	
NRG Energy Jackson Valley II, Inc.	 	California	
NRG Energy Labor Services LLC	 	Delaware	
NRG Energy Petroleum LLC	 	California	
NRG Energy Services Group LLC	 	Delaware	
NRG Energy Services International Inc.	 	Delaware	
NRG Energy Services LLC	 	Delaware	
NRG Energy, Inc.	 	Delaware	
NRG Equipment Company LLC	 	Nevada	
NRG ESA Joint Development LLC	 	Delaware	
NRG EV Services LLC	 	Delaware	
NRG First Power Holdings I	 	United Kingdom	
NRG First Power Holdings II	 	United Kingdom	
NRG First Power Limited	 	Guernsey	
NRG Florida GP, LLC	 	Delaware	
NRG Florida LP	 	Delaware	
NRG Fuel Cell CA1 LLC	 	Delaware	
NRG Fuel Resources LLC	 	Delaware	
NRG Fuel Transportation LLC	 	Delaware	
NRG Gas Development Company, LLC	 	Delaware	
NRG Gaskell LLC	 	Delaware	
NRG Generation Holdings, Inc.	 	Delaware	
NRG Gibbons Road LLC	 	Delaware	

 
NRG Gladstone Operating Services Pty Ltd	 	Australia	
NRG Granite Acquisition LLC	 	Delaware	
NRG GTL Holdings LLC	 	Delaware	
NRG Harrisburg Cooling LLC	 	Delaware	
NRG Home & Business Solutions LLC	 	Delaware	
NRG Home Solutions LLC	 	Delaware	
NRG Home Solutions Product LLC	 	Delaware	
NRG Homer City Services LLC	 	Delaware	
NRG HQ DG LLC	 	Delaware	
NRG Huntington Beach LLC	 	Delaware	
NRG Huntley Operations Inc.	 	Delaware	
NRG Identity Protect LLC	 	Delaware	
NRG Ilion Limited Partnership	 	Delaware	
NRG Ilion LP LLC	 	Delaware	
NRG Independence Solar LLC	 	Delaware	
NRG International II Inc.	 	Delaware	
NRG International III Inc.	 	Delaware	
NRG International LLC	 	Delaware	
NRG Kaufman LLC	 	Delaware	
NRG Latin America Inc.	 	Delaware	
NRG Lease Co, LLC	 	Delaware	
NRG Lease Development LLC	 	Delaware	
NRG Limestone 3, LLC	 	Delaware	
NRG Lovett Development I LLC	 	Delaware	
NRG Lovett LLC	 	Delaware	
NRG Maintenance Services LLC	 	Delaware	
NRG Marsh Landing Holdings LLC	 	Delaware	
NRG Marsh Landing LLC	 	Delaware	
NRG MD Ash Management LLC	 	Delaware	
NRG Mesquite LLC	 	Delaware	
NRG Mextrans Inc.	 	Delaware	
NRG MidAtlantic Affiliate Services Inc.	 	Delaware	
NRG Middletown Operations Inc.	 	Delaware	
NRG Midwest Holdings LLC	 	Delaware	

 
NRG Midwest II LLC	 	Delaware	
NRG Montville Operations Inc.	 	Delaware	
NRG Nelson Turbines LLC	 	Delaware	
NRG New Roads Holdings LLC	 	Delaware	
NRG New York LLC	 	Delaware	
NRG NM Suntower LLC	 	Delaware	
NRG North America LLC	 	Delaware	
NRG North Central Operations Inc.	 	Delaware	
NRG Northeast Affiliate Services Inc.	 	Delaware	
NRG Northeast Generation, Inc.	 	Delaware	
NRG Northeast Holdings, Inc.	 	Delaware	
NRG Norwalk Harbor Operations Inc.	 	Delaware	
NRG Ohio Pipeline Company LLC	 	Delaware	
NRG Operating Services, Inc.	 	Delaware	
NRG Oswego Harbor Power Operations Inc.	 	Delaware	
NRG PacGen Inc.	 	Delaware	
NRG Peaker Finance Company LLC	 	Delaware	
NRG Pennsylvania Pipeline Company LLC	 	Delaware	
NRG Piney Point LLC	 	Delaware	
NRG Portable Power LLC	 	Delaware	
NRG Potomac River LLC	 	Delaware	
NRG Potrero Development LLC	 	Delaware	
NRG Potrero LLC	 	Delaware	
NRG Power Generation Assets LLC	 	Delaware	
NRG Power Generation LLC	 	Delaware	
NRG Power Marketing LLC	 	Delaware	
NRG Power Midwest GP LLC	 	Delaware	
NRG Power Midwest LP	 	Delaware	
NRG Procurement Company LLC	 	Nevada	
NRG Project Company LLC	 	Delaware	
NRG Reliability Solutions LLC	 	Delaware	
NRG REMA LLC	 	Delaware	
NRG Renew Africa Proprietary Limited	 	Republic of South Africa	
NRG Renew KP LLC	 	Delaware	

 
NRG Renew LLC	 	Delaware	
NRG Renew NG Palmdale LLC	 	Delaware	
NRG Renew Operation & Maintenance LLC	 	California	
NRG Renew SAN LLC	 	Delaware	
NRG Renew SCC LLC	 	Delaware	
NRG Renew WB LLC	 	Delaware	
NRG Renewable Energy CDE LLC	 	Delaware	
NRG Renter’s Protection LLC	 	Delaware	
NRG Repowering Holdings LLC	 	Delaware	
NRG Residential Solar Solutions Leasing II LLC	 	Delaware	
NRG Residential Solar Solutions LLC	 	Delaware	
NRG Retail LLC	 	Delaware	
NRG Retail Northeast LLC	 	Delaware	
NRG Rockford Acquisition LLC	 	Delaware	
NRG Rockford Equipment II LLC	 	Illinois	
NRG Rockford Equipment LLC	 	Illinois	
NRG Rockford II LLC	 	Illinois	
NRG Rockford LLC	 	Illinois	
NRG Rocky Road LLC	 	Delaware	
NRG Sabine (Delaware), Inc.	 	Delaware	
NRG Sabine (Texas), Inc.	 	Delaware	
NRG Saguaro Operations Inc.	 	Delaware	
NRG San Gabriel Power Generation LLC	 	Delaware	
NRG Security LLC	 	Delaware	
NRG Services Corporation	 	Delaware	
NRG Sherbino LLC	 	Delaware	
NRG Silver CIty Bond Purchaser LLC	 	Delaware	
NRG SimplySmart Solutions LLC	 	Delaware	
NRG Solar Alpine II LLC	 	Delaware	
NRG Solar Alpine LLC	 	Delaware	
NRG Solar Anasco LLC	 	Delaware	
NRG Solar Apple II LLC	 	Delaware	
NRG Solar Apple LLC	 	Delaware	
NRG Solar Arrowhead LLC	 	Delaware	

 
NRG Solar Asset Management LLC	 	Delaware	
NRG Solar AV Holdco LLC	 	Delaware	
NRG Solar Avra Valley LLC	 	Delaware	
NRG Solar Blythe II LLC	 	Delaware	
NRG Solar Blythe III LLC	 	Delaware	
NRG Solar Blythe IV LLC	 	Delaware	
NRG Solar Blythe LLC	 	Delaware	
NRG Solar Blythe V LLC	 	Delaware	
NRG Solar Borrego Holdco LLC	 	Delaware	
NRG Solar Borrego I LLC	 	Delaware	
NRG Solar Borrego II LLC	 	Delaware	
NRG Solar Caribe LLC	 	Delaware	
NRG Solar Community 1 LLC	 	Delaware	
NRG Solar Community Holdco LLC	 	Delaware	
NRG Solar CVSR Holdings 2 LLC	 	Delaware	
NRG Solar CVSR Holdings LLC	 	Delaware	
NRG Solar Dandan LLC	 	Guam	
NRG Solar Desert Center II LLC	 	Delaware	
NRG Solar Desert Center LLC	 	Delaware	
NRG Solar DG LLC	 	Delaware	
NRG Solar DOD 1 LLC	 	Delaware	
NRG Solar Gaskell LLC	 	Delaware	
NRG Solar Gecko LLC	 	Delaware	
NRG Solar Green Valley LLC	 	Delaware	
NRG Solar Guam LLC	 	Delaware	
NRG Solar Hyder I LLC	 	Delaware	
NRG Solar Hyder II LLC	 	Delaware	
NRG Solar Hyder III LLC	 	Delaware	
NRG Solar Iguana LLC	 	Delaware	
NRG Solar Isabela LLC	 	Delaware	
NRG Solar Ivanpah LLC	 	Delaware	
NRG Solar Juncos LLC	 	Delaware	
NRG Solar Kansas South Holdings LLC	 	Delaware	
NRG Solar Kansas South LLC	 	Delaware	

 
NRG Solar Las Vegas MB 1 LLC	 	Delaware	
NRG Solar Mayfair LLC	 	Delaware	
NRG Solar Montecristi LLC	 	Delaware	
NRG Solar Oasis LLC	 	Delaware	
NRG Solar Pacific LLC	 	Delaware	
NRG Solar PV LLC	 	Delaware	
NRG Solar Ring LLC	 	Delaware	
NRG Solar Roadrunner Holdings LLC	 	Delaware	
NRG Solar Roadrunner LLC	 	Delaware	
NRG Solar Sabana Grande LLC	 	Delaware	
NRG Solar Santiago LLC	 	Delaware	
NRG Solar SBV LLC	 	Delaware	
NRG Solar SC Stadium LLC	 	Delaware	
NRG Solar Star LLC	 	Delaware	
NRG Solar Sunora LLC	 	Delaware	
NRG Solar Sunrise LLC	 	Delaware	
NRG Solar Tabernacle LLC	 	Delaware	
NRG Solar TE Manager LLC	 	Delaware	
NRG Solar Ventures LLC	 	Delaware	
NRG Solar Wharton LLC	 	Delaware	
NRG South Central Affiliate Services Inc.	 	Delaware	
NRG South Central Generating LLC	 	Delaware	
NRG South Central Operations Inc.	 	Delaware	
NRG South Texas LP	 	Texas	
NRG South Trent Holdings LLC	 	Delaware	
NRG Sterlington Power LLC	 	Delaware	
NRG SunCap Leasing I LLC	 	Delaware	
NRG Switchyard Energy LLC	 	Delaware	
NRG Tank Farm LLC	 	Delaware	
NRG Telogia Power LLC	 	Delaware	
NRG Texas C&I Supply LLC	 	Delaware	
NRG Texas Gregory LLC	 	Delaware	
NRG Texas Holding Inc.	 	Delaware	
NRG Texas LLC	 	Delaware	

 
NRG Texas Power LLC	 	Delaware	
NRG Texas Retail LLC	 	Delaware	
NRG Thermal LLC	 	Delaware	
NRG Thermal Solar LLC	 	Delaware	
NRG Trading Advisors LLC	 	Delaware	
NRG Transmission Holdings LLC	 	Delaware	
NRG ULC Parent, Inc.	 	Delaware	
NRG Victoria I Pty Ltd	 	Australia	
NRG Walnut Creek II, LLC	 	Delaware	
NRG Walnut Creek, LLC	 	Delaware	
NRG Warranty Services LLC	 	Delaware	
NRG West Coast LLC	 	Delaware	
NRG West Holdings LLC	 	Delaware	
NRG Western Affiliate Services Inc.	 	Delaware	
NRG Wholesale Generation GP LLC	 	Delaware	
NRG Wholesale Generation LP	 	Delaware	
NRG Willow Pass LLC	 	Delaware	
NRG Wind Development Company, LLC	 	Delaware	
NRG Wind Force LLC	 	Delaware	
NRG Wind LLC	 	Delaware	
NRG Wind TE Holdco LLC	 	Delaware	
NRG Yield LLC	 	Delaware	
NRG Yield Operating LLC	 	Delaware	
NRG Yield, Inc.	 	Delaware	
NRG/JPM DG Solar Holdings I LLC	 	Delaware	
NRGenerating German Holdings GmbH	 	Switzerland	
NRGenerating International B.V.	 	Netherlands	
NRGenerating Luxembourg (No. 1) S.a.r.l.	 	Luxembourg	
NRGenerating Luxembourg (No. 2) S.a.r.l.	 	Luxembourg	
Nuclear Innovation North America Investments LLC	 	Delaware	
Nuclear Innovation North America LLC	 	Delaware	
O’Brien Cogeneration, Inc. II	 	Delaware	
OC Solar 2010, LLC	 	California	
OCI Solar Lakeside LLC	 	Delaware	

 
Odin Wind Farm LLC	 	Minnesota	
One Block Off The Grid, Inc.	 	Delaware	
ONSITE Energy, Inc.	 	Oregon	
Orion Power New York GP, Inc.	 	Delaware	
Orion Power New York LP, LLC	 	Delaware	
Orion Power New York, LP	 	Delaware	
Oswego Harbor Power LLC	 	Delaware	
OWF Eight, LLC	 	Minnesota	
OWF Five, LLC	 	Minnesota	
OWF Four, LLC	 	Minnesota	
OWF One, LLC	 	Minnesota	
OWF Seven, LLC	 	Minnesota	
OWF Six, LLC	 	Minnesota	
OWF Three, LLC	 	Minnesota	
OWF Two, LLC	 	Minnesota	
Pacific Crockett Holdings, Inc.	 	Oregon	
Pacific Generation Company	 	Oregon	
Pacific Generation Holdings Company	 	Oregon	
Pacific-Mt. Poso Corporation	 	Oregon	
Palo Alto County Wind Farm, LLC	 	Iowa	
PCF II, LP	 	Canada	
PCF LP	 	Canada	
PESD Energy, LLC	 	Arizona	
Petra Nova CCS I LLC	 	Delaware	
Petra Nova Holdings LLC	 	Delaware	
Petra Nova LLC	 	Delaware	
Petra Nova Parish Holdings LLC	 	Delaware	
Petra Nova Power I LLC	 	Delaware	
PFMG 2011 Finance Holdco, LLC	 	Delaware	
PFMG Apple I LLC	 	Delaware	
Pinnacle Wind, LLC	 	Delaware	
Pioneer Ridge, LLC	 	Delaware	
Pioneer Trail Wind, LLC	 	Delaware	
PM Solar Holdings, LLC	 	California	

 
Portfolio Solar I, LLC	 	Delaware	
Poverty Ridge Wind, LLC	 	Iowa	
Power Beyond, LLC	 	Minnesota	
Power Blades Windfarm, LLC	 	Minnesota	
Powerton Generation I, LLC	 	Delaware	
PowerTree Carbon Company, LLC*	 	Delaware	
Project Finance Fund III, L.P.	 	Delaware	
ProSun Solar Development Company, LLC	 	Delaware	
Pure Energies Group Inc.	 	Ontario	
Pure Energies Installation Inc.	 	Delaware	
Pure Group, Inc.	 	California	
RDI Consulting, LLC	 	Delaware	
RE Retail Receivables, LLC	 	Delaware	
Reliant Energy Charitable Foundation	 	Delaware	
Reliant Energy Northeast LLC	 	Delaware	
Reliant Energy Power Supply, LLC	 	Delaware	
Reliant Energy Retail Holdings, LLC	 	Delaware	
Reliant Energy Retail Services, LLC	 	Delaware	
RERH Holdings, LLC	 	Delaware	
Restoration Design LLC	 	New Jersey	
Roadrunner SunTower, LLC	 	Delaware	
Roof Diagnostics Solar and Electric LLC	 	New Jersey	
Roof Diagnostics Solar and Electric of Connecticut, LLC	 	Connecticut	
Roof Diagnostics Solar and Electric of NY, LLC	 	New York	
Roof Diagnostics Solar Holdings LLC	 	Delaware	
Roof Diagnostics Solar of Mass., LLC	 	Massachusetts	
RRI Energy Broadband, Inc.	 	Delaware	
RRI Energy Channelview (Delaware) LLC	 	Delaware	
RRI Energy Channelview (Texas) LLC	 	Delaware	
RRI Energy Channelview LP	 	Delaware	
RRI Energy Channelview, LLC	 	Delaware	
RRI Energy Communications, Inc.	 	Delaware	
RRI Energy Services Channelview, LLC	 	Delaware	
RRI Energy Services Desert Basin, LLC	 	Delaware	

 
RRI Energy Services, LLC	 	Delaware	
RRI Energy Solutions East, LLC	 	Delaware	
RRI Energy Trading Exchange, Inc.	 	Delaware	
RRI Energy Ventures, Inc.	 	Delaware	
Sabine Cogen, L.P.	 	Delaware	
Sachsen Holding B.V.	 	Netherlands	
Saguaro Power Company, a Limited Partnership	 	California	
Saguaro Power LLC	 	Delaware	
San Gabriel Energy, LLC	 	California	
San Joaquin Energy, LLC	 	California	
San Joaquin Valley Energy I, Inc.	 	California	
San Joaquin Valley Energy IV, Inc.	 	California	
San Joaquin Valley Energy Partners I, L.P	 	California	
San Juan Energy, LLC	 	California	
San Juan Mesa Investments, LLC	 	Delaware	
San Juan Mesa Wind Project, LLC	 	Delaware	
San Pascual Cogeneration Company International B.V.	 	Netherlands	
Sand Drag LLC	 	Delaware	
SCWFD Energy, LLC	 	Arizona	
Seawall Solar Holdings LLC	 	Delaware	
SES Operations, LLC	 	Delaware	
Sherbino I Wind Farm LLC	 	Delaware	
Sierra Wind, LLC	 	Minnesota	
Silver Lake Acres Wind Farm, LLC	 	Iowa	
Silverado Energy, LLC	 	California	
Sleeping Bear, LLC	 	Delaware	
Solar Flagstaff One LLC	 	Delaware	
Solar Pacific LLC	 	Delaware	
Solar Partners I, LLC	 	Delaware	
Solar Partners II, LLC	 	Delaware	
Solar Partners VIII, LLC	 	Delaware	
Solar Power Partners, Inc.	 	Delaware	
Solar Pure Energies, Inc.	 	Canada	
Somerset Operations Inc.	 	Delaware	

 
Somerset Power LLC	 	Delaware	
South Texas Wind, LLC	 	Delaware	
South Trent Wind LLC	 	Delaware	
Southern Sierra Energy, LLC	 	California	
Spanish Fork Wind Park 2, LLC	 	Utah	
Spanish Town Estate Solar 1 LLC	 	Delaware	
SPP AMCo, LLC	 	Delaware	
SPP Asset Holdings, LLC	 	Delaware	
SPP DG DevCo 3a, LLC	 	Delaware	
SPP DG DevCo 4a, LLC	 	Delaware	
SPP DU DevCo, LLC	 	Delaware	
SPP Fund II Holdings, LLC	 	Delaware	
SPP Fund II Master Tenant, LLC	 	Delaware	
SPP Fund II Mgmt, LLC	 	Delaware	
SPP Fund II, LLC	 	Delaware	
SPP Fund II-B, LLC	 	Delaware	
SPP Fund III Construction Holdings, LLC	 	Delaware	
SPP Fund III Holdings, LLC	 	Delaware	
SPP Fund III Master Tenant, LLC	 	Delaware	
SPP Fund III Mgmt, LLC	 	Delaware	
SPP Fund III, LLC	 	Delaware	
SPP GALAXY, INC.	 	Delaware	
SPP III Fundings, LLC	 	Delaware	
SPP Lease Holdings, LLC	 	Delaware	
SPP OpCo, LLC	 	Delaware	
SPP P-IV Construction, LLC	 	Delaware	
SPP P-IV Master Lessee, LLC	 	Delaware	
SPP Selco, LLC	 	Delaware	
Stahl Wind Energy, LLC	 	Minnesota	
Statoil Energy Power/Pennsylvania, Inc.	 	Pennsylvania	
Stony Hills Wind Farm, LLC	 	Minnesota	
Storm Lake Power Partners I LLC	 	Delaware	
Sun City Project LLC	 	Delaware	
Sunora Energy CA LLC	 	Delaware	

 
Sunora Energy Construction Holdings LLC	 	Delaware	
Sunora Energy International Ltd	 	British Virgin Islands	
Sunora Energy PR LLC	 	Delaware	
Sunora Energy Solutions Holdings LLC	 	Delaware	
Sunora Energy Solutions I LLC	 	Delaware	
Sunora Energy Solutions Limited Partnership	 	Delaware	
Sunora PA Construction Services LLC	 	Delaware	
Sunrise Power Company, LLC	 	Delaware	
Sunrise View Wind Farm, LLC	 	Iowa	
Sunset View Wind Farm, LLC	 	Iowa	
Sunshine State Power (No. 2) B.V.	 	Netherlands	
Sunshine State Power B.V.	 	Netherlands	
Sutton Wind Energy, LLC	 	Iowa	
TA- High Desert, LLC	 	California	
Tacoma Energy Recovery Company	 	Delaware	
TAIR Windfarm, LLC	 	Minnesota	
Taloga Wind II, LLC	 	Oklahoma	
Taloga Wind, L.L.C.	 	Oklahoma	
Tapestry Wind, LLC	 	Delaware	
TCV Pipeline, LLC	 	Delaware	
Texas Coastal Ventures, LLC	 	Delaware	
Texas Genco Financing Corp.	 	Delaware	
Texas Genco GP, LLC	 	Texas	
Texas Genco Holdings, Inc.	 	Texas	
Texas Genco LP, LLC	 	Delaware	
Texas Genco Operating Services, LLC	 	Delaware	
Texas Genco Services, LP	 	Texas	
TG Windfarm, LLC	 	Minnesota	
Tofteland Windfarm, LLC	 	Minnesota	
Tower of Power, LLC	 	Minnesota	
Turners Falls Limited Partnership	 	Delaware	
US Retailers LLC	 	Delaware	
USSV Land Company LLC	 	Delaware	
Vail Energy, LLC	 	Arizona	

 
Valle Del Sol Energy, LLC	 	Delaware	
Viejo Energy, LLC	 	California	
Vienna Operations Inc.	 	Delaware	
Vienna Power LLC	 	Delaware	
Viento Funding II, LLC	 	Delaware	
Viento Funding, LLC	 	Delaware	
Virgin Lake Wind Farm, LLC	 	Iowa	
Walnut Creek Energy, LLC	 	Delaware	
Walnut Creek II, LLC	 	Delaware	
Watson Cogeneration Company	 	California	
WCEP Holdings, LLC	 	Delaware	
WCP (Generation) Holdings LLC	 	Delaware	
West Coast Power LLC	 	Delaware	
West Pipestone Transmission, LLC	 	Minnesota	
West Transmission One, LLC	 	Delaware	
Western Sierra Energy, LLC	 	California	
Westridge Windfarm, LLC	 	Minnesota	
Whispering Wind Acres, LLC	 	Minnesota	
White Caps Windfarm, LLC	 	Minnesota	
Wildcat Energy, LLC	 	Arizona	
Wildorado Interconnect, LLC	 	Texas	
Wildorado Wind, LLC	 	Texas	
Wilson Creek Power Partners, LLC	 	Delaware	
Wind Family Turbine, LLC	 	Iowa	
Windcurrent Farms, LLC	 	Minnesota	
Windom Transmission, LLC	 	Minnesota	
Wrightsville Development Funding, L.L.C.	 	Delaware	
WSD Solar Holdings, LLC	 	Delaware	
Zontos Wind, LLC	 	Iowa	

Exhibit 23.06
 
Consent of Independent Registered Public Accounting Firm
 
The Board of Directors
NRG Energy, Inc.:
 
We consent to the use of our reports with respect to the consolidated financial statements and financial statement schedule and the effectiveness of internal control over financial reporting included in the NRG Energy, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed on February 28, 2014; as amended by Form 10-K/A, filed on September 10, 2014 and incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus.
 
/s/ KPMG LLP	 	
 	 	
Philadelphia, Pennsylvania	 	
 	 	
December 11, 2014	 	

Exhibit 25.01

 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form T-1
 
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
 
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) o
 
LAW DEBENTURE TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
 
New York	 	01-0622605	
(Jurisdiction of incorporation or organization if not a U.S.	 	(I.R.S. Employer Identification	
national bank)	 	Number)	
 
400 Madison Avenue, 4th Floor, New York, New York	 	10017	
(Address of principal executive offices)	 	(Zip Code)	
 
Law Debenture Trust Company of New York, 400 Madison Avenue, 4th Floor
New York, NY 10017, James D. Heaney, Managing Director, (212) 750-6474
(Name, address and telephone number of agent for services)
 
NRG Energy, INC.  *
(Exact name of obligor as specified in its charter)
 
Delaware	 	41-1724239	
(State or other jurisdiction of incorporation or organization)	 	(I.R.S. Employer Identification No.)	
 
211 Carnegie Center	 	 	
Princeton, New Jersey	 	08540	
(Address of principal executive offices)	 	(Zip Code)	
 
6.25% Senior Notes due 2024
Guarantees related to 6.25% Senior Notes due 2024
(Title of the indenture securities)

* The co-obligors listed on the next pages are also included in this Form T-1 as additional obligors.

 

 
Table of Additional Obligor
 
Exact Name of Additional Obligors*	 	Jurisdiction of
Formation	 	I.R.S. Employer
Identification No.	 	
Ace Energy, Inc.	 	New York	 	20-1614426	 	
Allied Warranty LLC	 	Texas	 	20-1813150	 	
Arthur Kill Power LLC	 	Delaware	 	41-1937649	 	
Astoria Gas Turbine Power LLC	 	Delaware	 	41-1937470	 	
Bayou Cove Peaking Power, LLC	 	Delaware	 	36-4498942	 	
BidURenergy, Inc.	 	New York	 	20-3980208	 	
Cabrillo Power I LLC	 	Delaware	 	76-0595964	 	
Cabrillo Power II LLC	 	Delaware	 	76-0595963	 	
Carbon Management Solutions LLC	 	Delaware	 	27-2238021	 	
Cirro Energy Services, Inc.	 	Texas	 	20-2579156	 	
Cirro Group, Inc.	 	Texas	 	75-2941421	 	
Clean Edge Energy LLC	 	Delaware	 	27-2244275	 	
Conemaugh Power LLC	 	Delaware	 	41-1973743	 	
Connecticut Jet Power LLC	 	Delaware	 	41-1949386	 	
Cottonwood Development LLC	 	Delaware	 	52-2220177	 	
Cottonwood Energy Company LP	 	Delaware	 	76-0635621	 	
Cottonwood Generating Partners I LLC	 	Delaware	 	76-0635620	 	
Cottonwood Generating Partners II LLC	 	Delaware	 	52-2236732	 	
Cottonwood Generating Partners III LLC	 	Delaware	 	52-2236738	 	
Cottonwood Technology Partners LP	 	Delaware	 	76-0669423	 	
Devon Power LLC	 	Delaware	 	41-1949385	 	
Dunkirk Power LLC	 	Delaware	 	41-1937466	 	
Eastern Sierra Energy Company LLC	 	California	 	33-0299028	 	
El Segundo Power, LLC	 	Delaware	 	41-1893999	 	
El Segundo Power II LLC	 	Delaware	 	76-0663675	 	
Energy Alternatives Wholesale, LLC	 	Delaware	 	455420194	 	
Energy Curtailment Specialists, Inc.	 	New York	 	20-0462805	 	
Energy Plus Holdings LLC	 	Delaware	 	74-3216390	 	
Energy Plus Natural Gas LLC	 	Delaware	 	27-3309340	 	
Energy Protection Insurance Company	 	Vermont	 	27-3660148	 	
Everything Energy LLC	 	Delaware	 	26-3576595	 	
Forward Home Security, LLC	 	Texas	 	46-0837518	 	
GCP Funding Company, LLC	 	Delaware	 	33-0334380	 	
Green Mountain Energy Company	 	Delaware	 	03-0360441	 	
Gregory Partners, LLC	 	Delaware	 	51-0382110	 	
Gregory Power Partners LLC	 	Delaware	 	54-1910630	 	
Huntley Power LLC	 	Delaware	 	41-1937468	 	
Independence Energy Alliance LLC	 	Delaware	 	45-1139369	 	
Independence Energy Group LLC	 	Delaware	 	27-4408520	 	
Independence Energy Natural Gas LLC	 	Delaware	 	—	 	

 
Exact Name of Additional Obligors*	 	Jurisdiction of
Formation	 	I.R.S. Employer
Identification No.	 	
Indian River Operations Inc.	 	Delaware	 	41-1973349	 	
Indian River Power LLC	 	Delaware	 	41-1973747	 	
Keystone Power LLC	 	Delaware	 	41-1973744	 	
Langford Wind Power, LLC	 	Texas	 	26-4418527	 	
Lone Star A/C & Appliance Repair, LLC	 	Texas	 	20-4278795	 	
Louisiana Generating LLC	 	Delaware	 	41-1870498	 	
Meriden Gas Turbines LLC	 	Delaware	 	41-1991989	 	
Middletown Power LLC	 	Delaware	 	41-1949384	 	
Montville Power LLC	 	Delaware	 	41-1949383	 	
NEO Corporation	 	Minnesota	 	41-1753235	 	
NEO Freehold-Gen LLC	 	Delaware	 	41-1980237	 	
NEO Power Services Inc.	 	Delaware	 	23-3043507	 	
New Genco GP, LLC	 	Delaware	 	02-0732611	 	
Norwalk Power LLC	 	Delaware	 	41-1949381	 	
NRG Affiliate Services Inc.	 	Delaware	 	41-1960764	 	
NRG Artesian Energy LLC	 	Delaware	 	27-2243660	 	
NRG Arthur Kill Operations Inc.	 	Delaware	 	41-1939116	 	
NRG Astoria Gas Turbine Operations Inc.	 	Delaware	 	41-1939115	 	
NRG Bayou Cove LLC	 	Delaware	 	41-2016940	 	
NRG Business Solutions LLC	 	Delaware	 	45-5124984	 	
NRG Cabrillo Power Operations Inc.	 	Delaware	 	41-1938132	 	
NRG California Peaker Operations LLC	 	Delaware	 	20-0088453	 	
NRG Cedar Bayou Development Company, LLC	 	Delaware	 	26-0601018	 	
NRG Connected Home LLC	 	Delaware	 	38-3934333	 	
NRG Connecticut Affiliate Services Inc.	 	Delaware	 	41-1952333	 	
NRG Construction LLC	 	Delaware	 	26-0496159	 	
NRG Curtailment Solutions LLC	 	Delaware	 	46-3377471	 	
NRG Development Company Inc.	 	Delaware	 	41-1959656	 	
NRG Devon Operations Inc.	 	Delaware	 	41-1950239	 	
NRG Dispatch Services LLC	 	Delaware	 	45-5214920	 	
NRG Distributed Generation PR LLC	 	Delaware	 	30-0834381	 	
NRG Dunkirk Operations Inc.	 	Delaware	 	41-1939114	 	
NRG El Segundo Operations Inc.	 	Delaware	 	41-1929997	 	
NRG Energy Efficiency-L LLC	 	Delaware	 	38-3935079	 	
NRG Energy Efficiency-P LLC	 	Delaware	 	35-2511047	 	
NRG Energy Labor Services LLC	 	Delaware	 	27-5345464	 	
NRG Energy Services Group LLC	 	Delaware	 	27-3915519	 	
NRG Energy Services International Inc.	 	Delaware	 	61-1721905	 	
NRG Energy Services LLC	 	Delaware	 	41-1978725	 	
NRG Generation Holdings, Inc.	 	Delaware	 	20-1911335	 	
NRG Home & Business Solutions LLC	 	Delaware	 	90-0835027	 	
NRG Home Solutions LLC	 	Delaware	 	46-1569642	 	

 
Exact Name of Additional Obligors*	 	Jurisdiction of
Formation	 	I.R.S. Employer
Identification No.	 	
NRG Home Solutions Product LLC	 	Delaware	 	45-5215213	 	
NRG Homer City Services LLC	 	Delaware	 	30-0749587	 	
NRG HQ DG LLC	 	Delaware	 	47-1799823	 	
NRG Huntley Operations Inc.	 	Delaware	 	41-1939118	 	
NRG Identity Protect LLC	 	Delaware	 	45-5224616	 	
NRG Ilion Limited Partnership	 	Delaware	 	36-3783670	 	
NRG Ilion LP LLC	 	Delaware	 	41-2016939	 	
NRG International LLC	 	Delaware	 	41-1744096	 	
NRG Maintenance Services LLC	 	Delaware	 	20-8088165	 	
NRG Mextrans Inc.	 	Delaware	 	41-1951078	 	
NRG MidAtlantic Affiliate Services Inc.	 	Delaware	 	41-1996587	 	
NRG Middletown Operations Inc.	 	Delaware	 	41-1950236	 	
NRG Montville Operations Inc.	 	Delaware	 	41-1950237	 	
NRG New Roads Holdings LLC	 	Delaware	 	41-1968966	 	
NRG North Central Operations Inc.	 	Delaware	 	41-2004025	 	
NRG Northeast Affiliate Services Inc.	 	Delaware	 	41-1940300	 	
NRG Norwalk Harbor Operations Inc.	 	Delaware	 	41-1950238	 	
NRG Operating Services, Inc.	 	Delaware	 	41-1744095	 	
NRG Oswego Harbor Power Operations Inc.	 	Delaware	 	41-1939117	 	
NRG PacGen Inc.	 	Delaware	 	41-1889830	 	
NRG Portable Power LLC	 	Delaware	 	45-5224676	 	
NRG Power Marketing LLC	 	Delaware	 	41-1910737	 	
NRG Reliability Solutions LLC	 	Delaware	 	45-5411416	 	
NRG Renter’s Protection LLC	 	Delaware	 	45-5224780	 	
NRG Retail LLC	 	Delaware	 	26-4341161	 	
NRG Retail Northeast LLC	 	Delaware	 	46-4014866	 	
NRG Rockford Acquisition LLC	 	Delaware	 	41-2011003	 	
NRG Saguaro Operations Inc.	 	Delaware	 	41-2013262	 	
NRG Security LLC	 	Delaware	 	45-5215086	 	
NRG Services Corporation	 	Delaware	 	41-1841627	 	
NRG SimplySmart Solutions LLC	 	Delaware	 	27-4204481	 	
NRG South Central Affiliate Services Inc.	 	Delaware	 	41-1996193	 	
NRG South Central Generating LLC	 	Delaware	 	41-1963217	 	
NRG South Central Operations Inc.	 	Delaware	 	41-2002465	 	
NRG South Texas LP	 	Texas	 	30-0083668	 	
NRG Texas C&I Supply LLC	 	Delaware	 	26-4555466	 	
NRG Texas Gregory LLC	 	Delaware	 	—	 	
NRG Texas Holding Inc.	 	Delaware	 	26-4775586	 	
NRG Texas LLC	 	Delaware	 	20-1504355	 	
NRG Texas Power LLC	 	Delaware	 	34-2019301	 	
NRG Warranty Services LLC	 	Delaware	 	45-5224719	 	
NRG West Coast LLC	 	Delaware	 	41-1942517	 	

 
Exact Name of Additional Obligors*	 	Jurisdiction of
Formation	 	I.R.S. Employer
Identification No.	 	
NRG Western Affiliate Services Inc.	 	Delaware	 	41-1949168	 	
O’Brien Cogeneration, Inc. II	 	Delaware	 	23-2414656	 	
ONSITE Energy, Inc.	 	Oregon	 	93-0910742	 	
Oswego Harbor Power LLC	 	Delaware	 	41-1937465	 	
RE Retail Receivables, LLC	 	Delaware	 	41-2046596	 	
Reliant Energy Northeast LLC	 	Delaware	 	32-0314140	 	
Reliant Energy Power Supply, LLC	 	Delaware	 	204823108	 	
Reliant Energy Retail Holdings, LLC	 	Delaware	 	76-0655580	 	
Reliant Energy Retail Services, LLC	 	Delaware	 	76-0655567	 	
RERH Holdings, LLC	 	Delaware	 	20-5222227	 	
Saguaro Power LLC	 	Delaware	 	41-2013654	 	
Somerset Operations Inc.	 	Delaware	 	41-1923722	 	
Somerset Power LLC	 	Delaware	 	41-1924606	 	
Texas Genco Financing Corp.	 	Delaware	 	27-0110393	 	
Texas Genco GP, LLC	 	Texas	 	75-3013803	 	
Texas Genco Holdings, Inc.	 	Texas	 	76-0695920	 	
Texas Genco LP, LLC	 	Delaware	 	30-0381697	 	
Texas Genco Operating Services LLC	 	Delaware	 	75-3172707	 	
Texas Genco Services, LP	 	Texas	 	38-3694336	 	
US Retailers LLC	 	Delaware	 	26-3576629	 	
Vienna Operations Inc.	 	Delaware	 	41-1973351	 	
Vienna Power LLC	 	Delaware	 	41-1973745	 	
WCP (Generation) Holdings LLC	 	Delaware	 	74-2922374	 	
West Coast Power LLC	 	Delaware	 	36-4301246	 	

*                                        The address for each of the additional Obligor is c/o NRG Energy, Inc., 211 Carnegie Center, Princeton, NJ 08540, telephone: (609) 524-4500. .

 
1.                                     General information.  Furnish the following information as to the trustee:
 
(a)                                Name and address of each examining or supervising authority to which it is subject.
 
Name	 	Address	
 	 	 	
Superintendent of Banks of the State of New York	 	One State Street, New York, N.Y.
10004-1417 and One Commerce Plaza, Albany, NY 12257	
 
(b)                                Whether it is authorized to exercise corporate trust powers.
 
Yes.
 
2.                                     Affiliations with Obligor.
 
If the obligor is an affiliate of the trustee, describe each such affiliation.
 
None.
 
3-14.
 
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
 
15.                              Foreign Trustee.
 
Not applicable.
 
16.                              List of Exhibits.

 
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).
 
1.                                     A copy of the articles of association of the trustee as now in effect. (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-127469, which is incorporated by reference).
 
2.                                     A copy of the certificate of authority of the trustee to commence business, if not contained in the articles of association. (see Exhibit 2 to Form T-1 filed in connection with Registration Statement  No. 333-127469, which is incorporated by reference).
 
3.                                     A copy of the existing bylaws of the trustee, or instruments corresponding thereto. (see Exhibit 3 to Form T-1 filed in connection with Registration Statement No. 333-127469, which is incorporated by reference).
 
4.                                     The consents of the trustee required by Section 321(b) of the Act. (see Exhibit 4 to Form T-1 filed in connection with Registration Statement 333-133414, which is incorporated by reference).
 
5.                                     A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
 
SIGNATURE
 
Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, Law Debenture Trust Company of New York, a trust company organized and existing under the laws of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the 10th day of December, 2014.
 
 	Law Debenture Trust Company of New York	
 	(Trustee)	
 	 	
 	By:	/S/ James D.Heaney	
 	 	James D. Heaney	
 	 	Managing Director	

 
Exhibit  5
 
T-1 Item 16
 
Consolidated Report of Condition (attached as Exhibit 5 hereto) of
 
LAW DEBENTURE TRUST COMPANY OF NEW YORK
 
of 400 Madison Avenue, New York, NY 10017,
 
a limited purpose trust company (“LDTC-NY”) and U.S. subsidiary of Law Debenture Corporation plc, London, England (“Law Debenture”), at the close of business June 30, 2014, published with the Federal Financial Institutions Examination Council/Board of Governors of the Federal Reserve System, and in accordance with Chapter 2 of the Consolidated Laws of the State of New York Banking Department license granted on May 8, 2002.
 
I, Sam Pau, Controller of Law Debenture Trust Company of New York do hereby declare that this Report of Condition has been prepared in conformance with instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief.
 
IN WITNESS WHEREOF, I have executed this certificate the 10th day of December, 2014.
 
 	/S/ Sam Pau	
 	Sam Pau	
 	Controller	
 	Law Debenture Trust Company of New York	
 
I, James D. Heaney, Managing Director of Law Debenture Trust Company of New York, do hereby attest that the signature set forth above is the true and genuine signature of Sam Pau, Controller of Law Debenture Trust Company of New York.
 
Attested by:	/S/James D. Heaney	 	
 	James D. Heaney	 	
Its:	Managing Director	 	

 
Law Debenture Trust Company of New York	FFIEC 041	Exhibit A	
 	PAGE RC-9	
 	13	
 
Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for June 30, 2014
 
All schedules are to be reported in thousands of dollars.  Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.
 
Schedule RC—Balance Sheet
 
Dollar Amounts in Thousands	 	RCON	 	Bil	 	Mil	 	Thou	 	 	
ASSETS	 	 	 	 	 	 	 	 	 	 	
1.	Cash and balances due from depository institutions (from Schedule RC-A):	 	 	 	 	 	 	 	 	 	 	
 	a.	Noninterest-bearing balances and currency and coin(1)	 	0081	 	 	 	 	 	829	 	1.a.	
 	b.	Interest-bearing balances(2)	 	0071	 	 	 	49	 	641	 	1.b.	
2.	Securities:	 	 	 	 	 	 	 	 	 	 	
 	a.	Held-to-maturity securities (from Schedule RC-B, column A)	 	1754	 	 	 	 	 	 	 	2.a.	
 	b.	Available-for-sale securities (from Schedule RC-B, column D)	 	1773	 	 	 	 	 	 	 	2.b.	
3.	Federal funds sold and securities purchased under agreements to resell:	 	 	 	 	 	 	 	 	 	 	
 	a.	Federal funds sold	 	B987	 	 	 	 	 	 	 	3.a.	
 	b.	Securities purchased under agreements to resell(3)	 	B989	 	 	 	 	 	 	 	3.b.	
4.	Loans and lease financing receivables (from Schedule RC-C)	 	 	 	 	 	 	 	 	 	 	
 	a.	Loans and leases held for sale	 	5369	 	 	 	 	 	 	 	4.a.	
 	b.	Loans and leases, net of unearned income	B528	 	 	 	 	 	 	 	 	 	4.b.	
 	c.	LESS:  Allowance for loan and lease losses	3123	 	 	 	 	 	 	 	 	 	4.c.	
 	d.	Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)	 	B529	 	 	 	 	 	 	 	4.d.	
5.	Trading assets (from Schedule RC-D)	 	3545	 	 	 	 	 	 	 	5.	
6.	Premises and fixed assets (including capitalized leases)	 	2145	 	 	 	 	 	5	 	6.	
7.	Other real estate owned (from Schedule RC-M	 	2150	 	 	 	 	 	 	 	7.	
8.	Investments in unconsolidated subsidiaries and associated companies	 	2130	 	 	 	 	 	 	 	8.	
9.	Direct and indirect investments in real estate ventures	 	3656	 	 	 	 	 	 	 	9.	
10.	Intangible assets:	 	 	 	 	 	 	 	 	 	 	
 	a.	Goodwill	 	3163	 	 	 	 	 	 	 	10.a.	
 	b.	Other intangible assets (from Schedule RC-M)	 	0426	 	 	 	 	 	 	 	10.b.	
11.	Other assets (from Schedule RC-F)	 	2160	 	 	 	8	 	815	 	11.	
12.	Total assets (sum of items 1 through 11)	 	2170	 	 	 	59	 	290	 	12.	

(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
(3) Includes all securities resale agreements, regardless of maturity.
(4) Includes noninterest-bearing demand, time and savings deposits.

 
 	FFIEC 041	
 	PAGE RC-3	
 	14	
 
Schedule RC—Continued
 
Dollar Amounts in Thousands	 	RCON	 	Bil	 	Mil	 	Thou	 	 	
LIABILITIES	 	 	 	 	 	 	 	 	 	 	
13.	Deposits:	 	 	 	 	 	 	 	 	 	 	
 	a.	In domestic offices (sum of totals of columns A and C from Schedule RC-E)	 	2200	 	 	 	 	 	 	 	13.a.	
 	 	(1)	Noninterest-bearing(1)	6631	 	 	 	 	 	 	 	 	 	13.a.(1)	
 	 	(2)	Interest-bearing	6636	 	 	 	 	 	 	 	 	 	13.a.(2)	
 	b.	Not applicable	 	 	 	 	 	 	 	 	 	 	
14.	Federal funds purchased and securities sold under agreements to repurchase:	 	 	 	 	 	 	 	 	 	 	
 	a.	Federal funds purchased(2)	 	B993	 	 	 	 	 	 	 	14.a.	
 	b.	Securities sold under agreements to repurchase(3)	 	B995	 	 	 	 	 	 	 	14.b.	
15.	Trading liabilities (from Schedule RC-D)	 	3548	 	 	 	 	 	 	 	15.	
16.	Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)	 	3190	 	 	 	 	 	 	 	16.	
17.	and 18.       Not applicable	 	 	 	 	 	 	 	 	 	 	
19.	Subordinated notes and debentures(4)	 	3200	 	 	 	 	 	 	 	19.	
20.	Other liabilities (from Schedule RC-G)	 	2930	 	 	 	9	 	041	 	20.	
21.	Total liabilities (sum of items 13 through 20)	 	2948	 	 	 	9	 	041	 	21.	
22.	Not applicable	 	 	 	 	 	 	 	 	 	 	
EQUITY CAPITAL	 	 	 	 	 	 	 	 	 	 	
 	Bank Equity Capital	 	 	 	 	 	 	 	 	 	 	
23.	Perpetual preferred stock and related surplus	 	3838	 	 	 	 	 	 	 	23.	
24.	Common stock	 	3230	 	 	 	 	 	1	 	24.	
25.	Surplus (excludes all surplus related to preferred stock)	 	3839	 	 	 	49	 	876	 	25.	
26.	a.	Retained earnings	 	3632	 	 	 	 	 	372	 	26.a.	
 	b.	Accumulated other comprehensive income(5)	 	B530	 	 	 	 	 	 	 	26.b.	
 	c.	Other equity capital components(6)	 	A130	 	 	 	 	 	 	 	26.c.	
27.	a.	Total bank equity capital (sum of items 23 through 26.c)	 	3210	 	 	 	50	 	249	 	27.a.	
 	b.	Noncontrolling (minority) interests in consolidated subsidiaries	 	3000	 	 	 	 	 	 	 	27.b	
28.	Total equity capital (sum of items 27.a and 27.b)	 	G105	 	 	 	50	 	249	 	28.	
29.	Total liabilities and equity capital (sum of items 21 and 28)	 	3300	 	 	 	59	 	290	 	29.	
 
Memoranda
 
 	 	 	 	 	 	RCON	 	Number	 	 	 	
To be reported with the March Report of Condition.	 	 	 	 	 	 	
1.	Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2013	 	 	1	 	M.1.	 	

1 =	Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank	
 	 	
2 =	Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)	
 	 	
3 =	Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm	
 	 	
4 =	Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)	
 	 	
5 =	Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority)	
 	 	
6 =	Review of the bank’s financial statements by external auditors	
 	 	
7 =	Compilation of the bank’ financial statements by external auditors	
 	 	
8 =	Other audit procedures (excluding tax preparation work)	
 	 	
9 =	No external audit work	
 
To be reported with the March Report of Condition.
 
 	 	RCON	 	MM	 	DD	 	 	
2. Bank’s fiscal year-end date	 	8678	 	12	 	31	 	M.2.	

(1) Includes total demand deposits and noninterest-bearing time and savings deposits.

 
(2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”
(3) Includes all securities repurchase agreements, regardless of maturity.
(4) Includes limited-life preferred stock and related surplus.
(5) Includes, but not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan      adjustments..
(6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.

Exhibit 99.01
 
Letter of Transmittal
 
Offer to Exchange
 
6.25% Senior Notes due 2024, which have been registered under the
Securities Act of 1933, as amended,
for any and all outstanding 6.25% Senior Notes due 2024
144A Notes (CUSIP 629377 BX9 and ISIN US629377BX92)
Regulation S Notes (CUSIP U66962 AL2 and ISIN USU66962AL21)
 
of
 
NRG ENERGY, INC.
 
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON                        , 2015 (THE  “EXPIRATION DATE”),  UNLESS EXTENDED BY NRG ENERGY, INC. IN ITS SOLE DISCRETION.
 
The Exchange Agent for the Exchange Offer is:
 
LAW DEBENTURE TRUST COMPANY OF NEW YORK, EXCHANGE AGENT
 
By Registered or Certified Mail or
Overnight Carrier:	 	Facsimile Transmission:
(for eligible institutions only)	 	By Hand Delivery:	
Law Debenture Trust Company of New York
400 Madison Avenue, 4th Floor
New York, New York 10017
Attention: Corporate Trust Department	 	(212) 750-1361	 	Law Debenture Trust Company of New York
400 Madison Avenue, 4th Floor
New York, New York 10017
Attention: Corporate Trust Department	
 	 	Confirm by Telephone:
(212) 750-6474	 	 	
 
Delivery of this Letter of Transmittal to an address other than as set forth above or transmission of this Letter of Transmittal via a facsimile transmission will not constitute a valid delivery.
 
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE INSTRUCTIONS TO THIS LETTER, CAREFULLY BEFORE CHECKING ANY BOX BELOW.
 
Capitalized terms used in this Letter of Transmittal and not defined herein shall have the respective meanings ascribed to them in the Prospectus (as defined herein).
 
List in Box 1 below the Old Notes of which you are the holder. If the space provided in Box 1 is inadequate, list the principal amount at maturity of Old Notes on a separate signed schedule and affix that schedule to this Letter of Transmittal.

 
BOX 1
 
DESCRIPTION OF OLD NOTES
 
Names and Address(es) of Registered
Holder(s)
(Please Fill In)	 	Certificate
Number(s)*	 	Aggregate
Principal Amount
Represented**	 	Principal Amount
Tendered**	
 	 	 	 	 	 	 	
Total principal amount of Old Notes	 	 	 	 	 	 	

*                                        need not be completed by holders delivering by book-entry transfer (see below)
**                                 Old Notes may be tendered in whole or in part in minimum denomination of $2,000 and integral multiples of $1,000 in excess thereof.  All Old Notes held shall be deemed tendered unless a lesser number is specified in this column.  See Instruction 4.
 
o                                  Check here if tendered Old Notes are being delivered by book-entry transfer made to the account maintained by the Exchange Agent with The Depository Trust Company (“DTC”) and complete the following:
 
Name of Tendering Institution:	 	
 	 	
Account Number with DTC:	 	
 	 	
Transaction Code Number:	 	
 
By crediting the Old Notes to the Exchange Agent’s (as defined herein) Account at DTC in accordance with DTC’s Automated Tender Offer Program (“ATOP”) and by complying with applicable ATOP procedures with respect to the Exchange Offer (as defined herein), including transmitting an agent’s message to the Exchange Agent in which the holder of the Old Notes acknowledges receipt of this Letter of Transmittal and agrees to be bound by the terms of this Letter of Transmittal, the participant in DTC confirms on behalf of itself and the beneficial owners of such Old Notes all provisions of this Letter of Transmittal applicable to it and such beneficial owners as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent.
 
The undersigned acknowledges receipt of (i) the Prospectus, dated                        , 2014 (the “Prospectus”), of NRG Energy, Inc. (the “Issuer”) and the subsidiaries of the Issuer named as additional registrants in the registration statement in which the Prospectus is included (together, the “Guarantors”) and (ii) this Letter of Transmittal, which may be amended from time to time, which together constitute the offer of the Issuer and the Guarantors (the “Exchange Offer”) to exchange up to $1,000,000,000 aggregate principal amount of 6.25% Senior Notes due 2024 (together with the guarantees thereof, the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of outstanding 6.25% Senior Notes due 2024 (together with the guarantees thereof, the “Old Notes”), of the Issuer. The Old Notes were issued and sold in a transaction exempt from registration under the Securities Act.
 
The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action he or she desires to take with respect to the Exchange Offer.
 
2

 
A beneficial owner whose Old Notes are held by a broker, dealer, commercial bank, trust company or other nominee and who desires to tender such Old Notes in this Exchange Offer need not complete this Letter of Transmittal and must contact its nominee and instruct the nominee to tender its Old Notes on its behalf.
 
A participant through DTC who wishes to participate in the Exchange Offer must either (1) complete, sign, and mail or transmit this Letter of Transmittal to Law Debenture Trust Company of New York (the “Exchange Agent”) or (2) electronically submit its acceptance through DTC’s ATOP system, in either case, prior to the Expiration Date.
 
This Letter of Transmittal need not be completed by a DTC participant tendering through ATOP. A transmission of an acceptance to DTC through ATOP shall constitute your agreement to be bound by this Letter of Transmittal and your acceptance that we may enforce such agreement against you.
 
By crediting the Old Notes to the Exchange Agent’s Account at DTC in accordance with ATOP and by complying with applicable ATOP procedures with respect to the Exchange Offer, including transmitting an agent’s message to the Exchange Agent in which the holder of the Old Notes acknowledges receipt of this Letter of Transmittal and agrees to be bound by the terms of this Letter of Transmittal, the DTC Participant confirms on behalf of itself and the beneficial owners of such Old Notes all provisions of this Letter of Transmittal applicable to it and such beneficial owners as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent.
 
Such holders who wish to tender through DTC’s ATOP procedures should allow sufficient time for completion of the ATOP procedures during the normal business hours of DTC on or before the Expiration Date.
 
Tenders of Old Notes may be withdrawn at any time prior to the Expiration Date. For a withdrawal of Old Notes to be effective, the Exchange Agent must receive a written or facsimile transmission containing a notice of withdrawal prior to the Expiration Date, or a properly transmitted “Request Message” through ATOP.
 
Beneficial owners of Old Notes who are not direct participants in DTC must contact their broker, bank or other nominee or custodian to arrange for their direct participation in DTC or to submit an instruction to DTC on their behalf in accordance with its requirements. The beneficial owners of Old Notes that are held in the name of a broker, bank or other nominee or custodian should contact such entity sufficiently in advance of the Expiration Date if they wish to tender their Old Notes and ensure that the Old Notes in DTC are blocked in accordance with the requirements and deadlines of DTC. Such beneficial owners of the Old Notes should not submit such instructions directly to DTC, us or the Exchange Agent.
 
The Instructions included with this Letter of Transmittal must be followed in their entirety. Questions and requests for assistance or for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent, at the address listed above.
 
3

 
Ladies and Gentlemen:
 
Upon the terms and subject to the conditions of the Exchange Offer, the undersigned tenders to the Issuer and the Guarantors the principal amount of Old Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered with this Letter of Transmittal, the undersigned exchanges, assigns and transfers to, or upon the order of, the Issuer and the Guarantors, all right, title and interest in and to the Old Notes tendered.
 
The undersigned constitutes and appoints the Exchange Agent as his or her agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Issuer and the Guarantors) with respect to the tendered Old Notes, with full power of substitution, to: (a) deliver Old Notes and all accompanying evidence of transfer and authenticity to or upon the order of the Issuer upon receipt by the Exchange Agent, as the undersigned’s agent, of the Exchange Notes to which the undersigned is entitled upon the acceptance by the Issuer and the Guarantors of the Old Notes tendered under the Exchange Offer and (b) receive all benefits and otherwise exercise all rights of beneficial ownership of the Old Notes, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest.
 
The undersigned hereby represents and warrants that he or she has full power and authority to tender, exchange, assign and transfer the Old Notes tendered hereby and to acquire Exchange Notes issuable upon exchange of the tendered Old Notes, and that, when the tendered Old Notes are accepted for exchange, the Issuer and the Guarantors will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuer to be necessary or desirable to complete the exchange, assignment and transfer of the Old Notes tendered.
 
The undersigned agrees that acceptance of any tendered Old Notes by the Issuer and the Guarantors and the issuance of Exchange Notes in exchange therefore shall constitute performance in full by the Issuer and Guarantors of their respective obligations under the registration rights agreement that the Issuer and Guarantors entered into with the initial purchasers of the Old Notes (the “Registration Rights Agreement”) and that, upon the issuance of the Exchange Notes, the Issuer and Guarantors will have no further obligations or liabilities under the Registration Rights Agreement (except in certain limited circumstances). By tendering Old Notes, the undersigned represents and certifies for the benefit of the Issuer that:
 
·                 the undersigned or any other person acquiring the Exchange Notes in exchange for Old Notes held for the account of the undersigned in the Exchange Offer, is acquiring such Exchange Notes in the ordinary course of business;
 
·                 neither the undersigned nor any other person acquiring Exchange Notes in exchange for Old Notes held for the account of the undersigned in the Exchange Offer is engaging in or intends to engage in (or has any arrangement or understanding with any person to participate in) a distribution of the Exchange Notes within the meaning of the federal securities laws;
 
·                 neither the undersigned nor any other person acquiring Exchange Notes in exchange for Old Notes held for the account of the undersigned is an “affiliate,” as defined under Rule 405 of the Securities Act, of the Issuer;
 
·                 neither the undersigned nor any other person acquiring Exchange Notes in exchange for Old Notes held for the account of the undersigned in the Exchange Offer is a broker-dealer tendering Old Notes directly acquired from the Issuer for its own account; and
 
·                 the undersigned is not acting on behalf of any person or entity that could not truthfully make the foregoing representations.
 
The undersigned represents, certifies and acknowledges, for the benefit of the Issuer, that, if it is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes: (1) the Old Notes to be
 
4

 
exchanged for Exchange Notes were acquired by it as a result of market-making or other trading activities, (2) it has not entered into any arrangement or understanding with the Issuer or an affiliate of the Issuer to distribute the Exchange Notes and (3) it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
 
Any holder who tenders in the Exchange Offer with the intention of participating in any manner in a distribution of the Exchange Notes, who is an affiliate of ours or who is a broker or dealer who acquired Old Notes directly from the Issuer cannot rely on the position of the Staff of the Securities and Exchange Commission set forth in “Exxon Capital Holdings Corporation” or similar interpretive letters; and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.
 
The undersigned understands that the Issuer and the Guarantors may accept the undersigned’s tender by delivering oral (promptly confirmed in writing) or written notice of acceptance to the Exchange Agent following expiration of the Exchange Offer, at which time the undersigned’s right to withdraw such tender will terminate.
 
All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death or incapacity of the undersigned, and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned’s heirs, legal representatives, successors, assigns, executors and administrators of the undersigned. Tenders may be withdrawn only in accordance with the procedures set forth in the Instructions included with this Letter of Transmittal.
 
Unless otherwise indicated under “Special Delivery Instructions” below, the Exchange Agent will deliver Exchange Notes (and, if applicable, any Old Notes not tendered or properly withdrawn) to the undersigned’s account indicated below by book-entry transfer.
 
Use of Guaranteed Delivery
(See Instruction 1)
 
To be completed only if tendered Old Notes are being delivered pursuant to a notice of guaranteed delivery previously sent to the Exchange Agent. Complete the following (please enclose a photocopy of such notice of guaranteed delivery):
 
Name of Registered Holder(s):
 
Window Ticket Number (if any):
 
Date of Execution of the Notice of Guaranteed Delivery:
 
Name of Eligible Institution that Guaranteed Delivery:
 
Name of Registered Holder(s):
 
If Delivered By Book-Entry Transfer, Complete The Following:
 
Name of Tendering Institution:
 
Account Number at DTC:
 
Transaction Code Number:
 
5

 
Broker-Dealer Status
 
o            Check here if you are a broker-dealer that acquired your tendered Old Notes for your own account as a result of market-making or other trading activities and wish to receive 10 additional copies of the Prospectus and any amendments or supplements thereto.
 
Name:
 
Address:
 
Note: signatures must be provided below
 
6

 
BOX 2
 
PLEASE SIGN HERE
 
This Letter of Transmittal must be signed by the registered holder(s) of Old Notes exactly as their name(s) appear(s) on certificate(s) for Old Notes, if any, or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Letter of Transmittal. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under “Capacity” and submit evidence satisfactory to the Exchange Agent of such person’s authority to so act. See Instruction 3 below.
 
If the signature appearing below is not of the registered holder(s) of the Old Notes, then the registered holder(s) must sign a valid power of attorney.
 
X	 	
 	 	
X	 	
Signature(s) of Holder(s) or Authorized Signatory	

Dated:	 	 	
 	
Name(s):	 	

 	
Capacity:	 	
 	
Address:	 	
Including Zip Code	
 	
Area Code and Telephone Number	 	
 	
Please Complete Substitute Form W-9 Herein	
 	
SIGNATURE GUARANTEE (If required — see Instruction 3)	
 	
Certain Signatures Must be Guaranteed by a Signature Guarantor	

(Name of Signature Guarantor Guaranteeing Signatures)	

(Address (including zip code) and Telephone Number (including area code) of Firm)	

(Authorized Signature)	

(Printed Name)	

(Title)	
 	
Dated	 	 	

7

 
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3, 4 and 5)	 	SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)	
 	 	 	
To be completed ONLY if certificates for Old Notes in a principal amount not tendered are to be issued in the name of, or Exchange Notes issued pursuant to the Exchange Offer are to be issued in the name of, someone other than the person or persons whose name(s) appear(s) within this Letter of Transmittal or issued to an address different from that shown in the box entitled “Description of Old Notes” within this Letter of Transmittal.
 	 	To be completed ONLY if certificates for Old Notes in a principal amount not tendered or Exchange Notes are to be sent to someone other than the person or persons whose name(s) appear(s) within this Letter of Transmittal in the box entitled “Description of Old Notes” within this Letter of Transmittal.
 
Deliver:       o  Exchange Notes  o  Old Notes
(Complete as applicable)

Issue:       o  Exchange Notes     o  Old Notes	 	Name	 	
(Complete as applicable)	 	(Please Print)	
 	 	 	
Name	 	 	Address	 	
(Please Print)	 	(Please Print)	
 	 	 	
Address	 	 	 	
(Please Print)	 	(Zip Code)	

(Zip Code)	 	 	
 	 	 	
 	 	Is this a permanent address change:	
Tax Identification or Social Security Number	 	 	
(See Substitute Form W-9 Herein)	 	oYes                   o   No (check one box)	
 	 	 	
Credit Old Notes not tendered by this Letter of Transmittal, by book-entry transfer to:	 	 	
 	 	 	
o	The Depository Trust Company	 	 	
 	 	 	 	
o	 	 	 	
 	 	 	 	
o	Account Number	 	 	
 	 	 	
Credit Exchange Notes issued pursuant to the Exchange Offer by book-entry transfer to:	 	 	
 	 	 	
o	The Depository Trust Company	 	 	
 	 	 	 	
o	 	 	 	
 	 	 	 	
o	Account Number	 	 	

8

 
INSTRUCTIONS
FORMING PART OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER
 
1.             Delivery of this Letter of Transmittal. This Letter of Transmittal is to be completed by holders of Old Notes if certificates representing such Old Notes are to be forwarded herewith, or, unless an agent’s message is utilized, if delivery of such certificates is to be made by book-entry transfer to the Exchange Agent’s account maintained by DTC, pursuant to the procedures set forth in the Prospectus under “Exchange Offer—Procedures for brokers and custodian banks; DTC ATOP accounts.” For a holder to properly tender Old Notes pursuant to the Exchange Offer, a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), together with any signature guarantees and any other documents required by these Instructions, or a properly transmitted agent’s message in the case of a book entry transfer, must be received by the Exchange Agent at its address set forth herein prior to 12:00 midnight, New York City time on the Expiration Date, and either (1) certificates representing such Old Notes must be received by the Exchange Agent at its address, or (2) such Old Notes must be transferred pursuant to the procedures for book-entry transfer described in the Prospectus under “Exchange Offer—Procedures for brokers and custodian banks; DTC ATOP accounts” and a book-entry confirmation must be received by the Exchange Agent prior to 12:00 midnight, New York City time on the Expiration Date.
 
The method of delivery of this Letter of Transmittal, the Old Notes and all other required documents to the Exchange Agent is at the election and sole risk of the holder. Instead of delivery by mail, holders should use an overnight or hand delivery service. In all cases, holders should allow for sufficient time to ensure delivery to the Exchange Agent prior to the expiration of the Exchange Offer. Holders may request their broker, dealer, commercial bank, trust company or nominee to effect these transactions for such holder. The delivery will be deemed made when actually received by the Exchange Agent. If delivery is by mail, the use of registered mail with return receipt requested, properly insured, is suggested.
 
Holders that cannot deliver their book-entry confirmation and all other required documents to the Exchange Agent on or before the Expiration Date may tender their Old Notes pursuant to the guaranteed delivery procedures set forth in the Prospectus. Pursuant to such procedure: (i) tender must be made by or through a firm that is a member of a recognized signature guarantee program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934 (an “Eligible Institution”); (ii) on or prior to the Expiration Date, the Exchange Agent must have received from the Eligible Institution a properly completed and duly executed notice of guaranteed delivery (by facsimile transmission, mail or hand delivery) (x) setting forth the name and address of the holder, the names in which the Old Notes are registered, the principal amount of Old Notes tendered, (y) stating that the tender is being made thereby and (z) guaranteeing that within three business days after the date of execution of such notice of guaranteed delivery, the book-entry confirmation will be delivered by the Eligible Institution together with this Letter of Transmittal, properly completed and duly executed, and any other required documents to the Exchange Agent; and (iii) a book-entry confirmation, as well as all other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three business days after the date of execution of such notice of guaranteed delivery, all as provided in the Prospectus under the caption “Exchange Offer—Guaranteed delivery procedures.”
 
All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Old Notes will be determined by the Issuer, whose determination will be final and binding. The Issuer reserves the absolute right to reject any or all tenders that are not in proper form or the acceptances for exchange of which may, in the opinion of counsel to the Issuer, be unlawful. The Issuer also reserves the right to waive any of the conditions of the Exchange Offer or any defects or irregularities in tenders of any particular holder of Old Notes whether or not similar defects or irregularities are waived in the cases of other holders of Old Notes. All tendering holders, by execution of this Letter of Transmittal, waive any right to receive notice of acceptance of their Old Notes.
 
None of the Issuer, the Guarantors, the Exchange Agent or any other person shall be obligated to give notice of defects or irregularities in any tender, nor shall any of them incur any liability for failure to give any such notice.
 
2.             Partial Tenders; Withdrawals. If less than the entire principal amount of any Old Note evidenced by a book-entry confirmation is tendered, the tendering holder must fill in the principal amount tendered in the fourth column of Box 1 above. All of the Old Notes represented by a book-entry confirmation delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.
 
9

 
If not yet accepted, a tender pursuant to the Exchange Offer may be withdrawn at any time prior to 12:00 midnight, New York City time, on the Expiration Date. To be effective with respect to the tender of Old Notes, a written or facsimile transmission notice of withdrawal must: (i) be received by the Exchange Agent at its address set forth above before 12:00 midnight, New York City time, on the Expiration Date; (ii) specify the person named in the applicable Letter of Transmittal as having tendered Old Notes to be withdrawn; (iii) specify the principal amount of Old Notes to be withdrawn, which must be an authorized denomination; (iv) state that the holder is withdrawing its election to have those Old Notes exchanged; (v) state the name of the registered holder of those Old Notes; and (vi) be signed by the holder in the same manner as the signature on the applicable Letter of Transmittal, including any required signature guarantees, or be accompanied by evidence satisfactory to the Issuer that the person withdrawing the tender has succeeded to the beneficial ownership of the Old Notes being withdrawn.
 
3.             Signatures on this Letter of Transmittal; Assignments; Guarantee of Signatures. If this Letter of Transmittal is signed by the holder(s) of Old Notes tendered hereby, the signature must correspond with the name(s) of the holder(s) of the Old Notes.
 
If any of the Old Notes tendered hereby are owned by two or more joint owners, all owners must sign this Letter of Transmittal.
 
If this Letter of Transmittal is signed by the holder of record and (i) the entire principal amount of the holder’s Old Notes are tendered; and/or (ii) untendered Old Notes, if any, are to be issued to the holder of record, then the holder of record need not endorse any certificates for tendered Old Notes, if any, nor provide a separate bond power. In any other case, the holder of record must transmit a separate bond power with this Letter of Transmittal.
 
If this Letter of Transmittal or any assignment is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and proper evidence satisfactory to the Issuer of its authority to so act must be submitted, unless waived by the Issuer.
 
Signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution, unless Old Notes are tendered: (i) by a holder who has not completed the Box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter of Transmittal; or (ii) for the account of an Eligible Institution. In the event that the signatures in this Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantees must be by an Eligible Institution which is a member of the Securities Transfer Agents Medallion Program (STAMP), the New York Stock Exchange Medallion Signature Program (MSP) or the Stock Exchanges Medallion Program (SEMP). If Old Notes are registered in the name of a person other than the signer of this Letter of Transmittal, the Old Notes surrendered for exchange must be endorsed by, or be accompanied by, a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Issuer, in its sole discretion, duly executed by the registered holder with the signature thereon guaranteed by an Eligible Institution.
 
4.             Special Issuance and Delivery Instructions. Tendering holders should indicate, in Box 3 or 4, as applicable, the name and account to which the Exchange Notes or Old Notes not exchanged are to be issued, if different from the name and account of the person signing this Letter of Transmittal. In the case of issuance in a different name, the tax identification number of the person named must also be indicated. Holders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such holder may designate.
 
5.             Taxpayer Identification Number and Substitute Form W-9. Each tendering holder is required to provide the Exchange Agent with its correct taxpayer identification number, which, in the case of a holder who is an individual, is his or her social security number. If the Exchange Agent is not provided with the correct taxpayer identification number, the holder may be subject to backup withholding and a U.S. $50 penalty imposed by the Internal Revenue Service. If withholding results in an over-payment of taxes, a refund may be obtained. Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional instructions.
 
10

 
To prevent backup withholding, each holder tendering Old Notes must provide such holder’s correct taxpayer identification number by completing the Substitute Form W-9, certifying that the taxpayer identification number provided is correct (or that such holder is awaiting a taxpayer identification number), and that (i) the holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of failure to report all interest or dividends or (ii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. If the Old Notes are registered in more than one name or are not in the name of the actual owner, consult the “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for information on which tax payer identification number to report.
 
The Issuer reserves the right in its sole discretion to take whatever steps are necessary to comply with its obligation regarding backup withholding.
 
6.             Transfer Taxes. The Issuer and/or the Guarantors will pay all transfer taxes, if any, applicable to the transfer of Old Notes to them or their order pursuant to the Exchange Offer. If, however, the Exchange Notes or Old Notes not exchanged are to be delivered to, or are to be issued in the name of, any person other than the record holder, or if a transfer tax is imposed for any reason other than the transfer of Old Notes to the Issuer and the Guarantors or their order pursuant to the Exchange Offer, then the amount of such transfer taxes (whether imposed on the record holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of taxes or exemption from taxes is not submitted with this Letter of Transmittal, the amount of transfer taxes will be billed directly to the tendering holder.
 
Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the certificates, if any, listed in this Letter of Transmittal.
 
7.             Waiver of Conditions. The Issuer reserves the absolute right to amend or waive any of the specified conditions in the Exchange Offer in the case of any Old Notes tendered.
 
8.             Requests for Assistance or Additional Copies. Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus or this Letter of Transmittal, may be directed to the Exchange Agent.
 
IMPORTANT: This Letter of Transmittal (together with a book-entry confirmation and all other required documents) must be received by the Exchange Agent on or before the Expiration Date of the Exchange Offer (as described in the Prospectus).
 
11

 
PAYER’S NAME: Law Debenture Trust Company of New York
 
SUBSTITUTE FORM W-9	 	Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY OR BY SIGNING AND DATING BELOW	 	Social Security Number(s) OR Employer Identification Number(s)	
Department of the Treasury Internal Revenue Service	 	 	 	 	
 	 	 	 	 	
 	 	PART 2 -CERTIFICATION—Under Penalties of Perjury, I certify that	 	 	
 	 	 	 	 	
 	 	(1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and	 	 	
 	 	 	 	 	
Payer’s Request for Taxpayer	 	(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding.	 	 	
 
CERTIFICATION INSTRUCTIONS—You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding you receive another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2).
 
SIGNATURE	 	 	DATE	 	
 	 	 	
NAME	 	 	 	
(please print)	 	 	

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.
 
12

 
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
 
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable cash payments made to me thereafter will be withheld until I provide a taxpayer identification number to the payer and that, if I do not provide my taxpayer identification number within sixty days, such retained amounts shall be remitted to the IRS as backup withholding.
 
SIGNATURE	 	 	DATE	 	
 	 	 	
NAME	 	 	 	
(please print)	 	 	

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM W-9 MAY RESULT IN BACKUP WITHHOLDING AND A $50 PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
 
13

 
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
 
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER FOR THE PAYEE (YOU) TO GIVE THE PAYER —
 
Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.
 
SECURITY FOR THIS
TYPE OF ACCOUNT	 	GIVE THE SOCIAL
NUMBER OF	 	EMPLOYER FOR THIS
TYPE OF ACCOUNT	 	GIVE THE
IDENTIFICATION
NUMBER OF	
1. Individual	 	The individual	 	6. Sole proprietorship	 	The owner(1)	
 	 	 	 	 	 	 	
2. Two or more individuals (joint account)	 	The actual owner of the combined account or, if individual funds, the first on the account (1)	 	7. A valid trust, estate or pension trust	 	The legal entity(4)	
 	 	 	 	 	 	 	
3. Custodian account of a minor (Uniform Gift of Minors Act)	 	The minor(2)	 	8. Corporate	 	The corporation	
 	 	 	 	 	 	 	
4. a. The usual revocable savings trust account trustee(1)	 	The grantor (grantor is also trustee)	 	9. Association, club, religious, charitable, educational, or other tax-exempt organization account	 	The organization	
 	 	 	 	 	 	 	
b. So called trust account that is not a legal owner(1)	 	The actual or valid trust under state law	 	10. Partnership	 	The partnership	
 	 	 	 	 	 	 	
5. Sole proprietorship	 	The owner(1)	 	11. A broker or registered nominee	 	The broker of nominee	
 	 	 	 	12. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	 	The public entity	

(1)                                List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.
(2)                                Circle the minor’s name and furnish the minor’s social security number.
(3)                                You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).
(4)                                List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)
 
NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.
 
14

 
Obtaining a Number
 
If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Card, at the local Social Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.
 
Payees Exempt From Backup Withholding
 
Payees specifically exempted from withholding include:
 
·                 An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(0(2).
 
·                 The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any one or more of the foregoing.
 
·                 An international organization or any agency or instrumentality thereof.
 
·                 A foreign government and any political subdivision, agency or instrumentality thereof.
 
Payees that may be exempt from backup withholding include:
 
·                 A corporation.
 
·                 A financial institution.
 
·                 A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.
 
·                 A real estate investment trust.
 
·                 A common trust fund operated by a bank under Section 584(a).
 
·                 An entity registered at all times during the tax year under the Investment Company Act of 1940.
 
·                 A middleman known in the investment community as a nominee or who is listed in the most recent publication of the American Society of Corporate Secretaries, Inc., Nominee List.
 
·                 A futures commission merchant registered with the Commodity Futures Trading Commission.
 
·                 A foreign central bank of issue.
 
Payments of dividends and patronage dividends generally exempt from backup withholding include:
 
·                 Payments to nonresident aliens subject to withholding under Section 1441.
 
·                 Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.
 
·                 Payments of patronage dividends not paid in money.
 
·                 Payments made by certain foreign organizations.
 
·                 Section 404(k) payments made by an ESOP.
 
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Payments of interest generally exempt from backup withholding include:
 
·                 Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the payer.
 
·                 Payments of tax-exempt interest (including exempt-interest dividends under Section 852).
 
·                 Payments described in Section 6049(b)(5) to nonresident aliens.
 
·                 Payments on tax-free covenant bonds under Section 1451.
 
·                 Payments made by certain foreign organizations.
 
·                 Mortgage interest paid to you.
 
Certain payments, other than payments of interest, dividends, and patronage dividends that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.
 
EXEMPT PAYEES DESCRIBED ABOVE MUST FILE FORM W-9 OR A SUBSTITUTE FORM W-9 TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” IN PART II OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE OF INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.
 
PRIVACY ACT NOTICE—Section 6109 requires you to provide your correct taxpayer identification number to payers, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold up to 28% of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to payer. Certain penalties may also apply.
 
Penalties
 
1.             FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.
 
2.             CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.—If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.
 
3.             CRIMINAL PENALTY FOR FALSIFYING INFORMATION—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.
 
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.
 
16

Exhibit 99.02
 
Notice of Guaranteed Delivery
 
Offer to Exchange
 
6.25% Senior Notes due 2024, which have been registered under the
Securities Act of 1933, as amended,
for any and all outstanding 6.25% Senior Notes due 2024
144A Notes (CUSIP 629377 BX9 and ISIN US629377BX92)
Regulation S Notes (CUSIP U66962 AL2 and ISIN USU66962AL21)
 
of
 
NRG Energy, Inc.
 
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON                            , 2015 (THE  “EXPIRATION DATE”),  UNLESS EXTENDED BY NRG ENERGY, INC. IN ITS SOLE DISCRETION.
 
The Exchange Agent for the Exchange Offer is:
 
LAW DEBENTURE TRUST COMPANY OF NEW YORK, EXCHANGE AGENT
 
By Registered or Certified Mail or
Overnight Carrier:	 	Facsimile Transmission:
(for eligible institutions only)	 	By Hand Delivery:	
Law Debenture Trust Company of New York
400 Madison Avenue, 4th Floor
New York, New York 10017
Attention: Corporate Trust Department	 	(212) 750-1361	 	Law Debenture Trust Company of New York
400 Madison Avenue, 4th Floor
New York, New York 10017
Attention: Corporate Trust Department	
 	 	Confirm by Telephone:
(212) 750-6474	 	 	
 
For any questions regarding this Notice of Guaranteed Delivery or for any additional information, you may contact the Exchange Agent by telephone at (212) 750-6474.
 
Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission of this Notice of Guaranteed Delivery via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery.

 
Registered holders of outstanding 6.25% Senior Notes due 2024 (together with the guarantees thereof, the “Old Notes”) who wish to tender their Old Notes in exchange for a like principal amount of 6.25% Senior Notes due 2024 (together with the guarantees thereof, the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended, may use this Notice of Guaranteed Delivery or one substantially equivalent hereto to tender Old Notes pursuant to the Exchange Offer (as defined below) if: (1) their Old Notes are not immediately available or (2) they cannot deliver their Old Notes (or a confirmation of book-entry transfer of Old Notes into the applicable account of the Exchange Agent at The Depository Trust Company), the Letter of Transmittal or any other documents required by the Letter of Transmittal to the Exchange Agent prior to the Expiration Date or (3) they cannot complete the procedure for book-entry transfer on a timely basis.  This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission or mail to the Exchange Agent.  See “Exchange Offer—Guaranteed delivery procedures” in the prospectus dated                           , 2014 (the “Prospectus”), which together with the related Letter of Transmittal constitutes the “Exchange Offer” of NRG Energy, Inc.
 
2

 
Ladies and Gentlemen:
 
The undersigned hereby tenders the principal amount of Old Notes indicated below pursuant to the guaranteed delivery procedures set forth in the Prospectus and the Letter of Transmittal, upon the terms and subject to the conditions contained in the Prospectus and the Letter of Transmittal, receipt of which is hereby acknowledged.
 
All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.
 
The undersigned hereby tenders the Old Notes listed below:
 
Certificate Number(s) (If Known) of
Old Notes or if Old Notes will be
Delivered by Book-Entry Transfer at
The Depositary Trust Company, Insert
Account No.	 	Aggregate Principal
Amount
Represented	 	Aggregate Principal
Amount Tendered*	

 	 	 	 	 	

*    Must be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
 
3

 
PLEASE SIGN AND COMPLETE
 
Signature(s) of Registered Holder(s) or Authorized Signatory:	 	Date:	 	
 	 	 	
 	 	Address:	 	

 	 	 	
 	 	Area Code and Telephone No.:	 	
 	 	 	
Name(s) of Registered Holder(s):	 	 	 	

 	 	 	

 
This Notice of Guaranteed Delivery must be signed by the registered holder(s) exactly as their name(s) appear(s) on certificate(s) for notes or on a security position listing as the owner of notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:
 
Please print name(s) and address(es):	
 	
Name(s):	 	

 	
Capacity:	 	
 	
Address(es):	 	

 	 	 	 	
 
4

 
DO NOT SEND NOTES WITH THIS FORM. NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL OR PROPERLY TRANSMITTED AGENT’S MESSAGE.
 
THE GUARANTEE BELOW MUST BE COMPLETED
 
GUARANTEE
(Not To Be Used for Signature Guarantee)
 
The undersigned, an “eligible guarantor institution” within the meaning of Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended, hereby guarantees that the notes to be tendered hereby are in proper form for transfer (pursuant to the procedures set forth in the prospectus under “Exchange Offer—Guaranteed delivery procedures”), and that the Exchange Agent will receive (a) such notes, or a book-entry confirmation of the transfer of such notes into the applicable exchange agent’s account at The Depository Trust Company, and (b) a properly completed and duly executed letter of transmittal (or facsimile thereof) with any required signature guarantees and any other documents required by the letter of transmittal, or a properly transmitted agent’s message, within three New York Stock Exchange, Inc. trading days after the date of execution hereof.
 
The eligible guarantor institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the Letter of Transmittal, or a properly transmitted agent’s message, and notes, or a book-entry confirmation in the case of a book-entry transfer, to the Exchange Agent within the time period described above. Failure to do so could result in a financial loss to such eligible guarantor institution.
 
Name of Firm:	 	
 	
Authorized Signature:	 	
 	
Title:	 	
 	
Address:	 	
(Zip Code)	
 	
Area Code and Telephone Number:	 	
 	
Dated:	 	 	

5

Exhibit 99.03
 
                                             , 2014
 
Offer to Exchange
 
6.25% Senior Notes due 2024, which have been registered under the
Securities Act of 1933, as amended,
for any and all outstanding 6.25% Senior Notes due 2024
144A Notes (CUSIP 629377 BX9 and ISIN US629377BX92)
Regulation S Notes (CUSIP U66962 AL2 and ISIN USU66962AL21)
 
of
 
NRG ENERGY, INC.
 
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON                               , 2015 (THE “ EXPIRATION DATE ”), UNLESS EXTENDED BY NRG ENERGY, INC. IN ITS SOLE DISCRETION.
 
To Brokers, Dealers, DTC Participants, Commercial Banks,
Trust Companies and Other Nominees:
 
Enclosed for your consideration is a prospectus, dated                       , 2014, of NRG Energy, Inc., a Delaware corporation (the “Issuer”), and a related Letter of Transmittal, that together constitute the Issuer’s offer to exchange (the “Exchange Offer”) up to $1,000,000,000 of 6.25% Senior Notes due 2024 (together with the guarantees thereof, the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended, of the Issuer, for a like aggregate principal amount of outstanding 6.25% Senior Notes due 2024 (together with the guarantees thereof, the “Old Notes”), of the Issuer.
 
We are asking you to contact your clients for whom you hold Old Notes registered in your name or in the name of your nominee. In addition, we ask you to contact your clients who, to your knowledge, hold Old Notes registered in their own names.
 
Enclosed herewith are copies of the following documents for forwarding to your clients:
 
1.                                     the prospectus, dated                        , 2014;
 
2.                                     a form of letter of transmittal for your use and for the information of your clients, together with Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 providing information relating to backup U.S. federal income tax withholding;
 
3.                                     a form of notice of guaranteed delivery to be used to accept the Exchange Offer if certificates and all other required documents are not immediately available or if time will not permit all required documents to reach the Exchange Agent on or prior to the Expiration Date or if the procedure for book-entry transfer (including a properly transmitted agent’s message) cannot be completed on a timely basis; and
 
4.                                     instructions to a registered holder from the beneficial owner for obtaining your clients’ instructions with regard to the Exchange Offer.
 
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE IN ORDER TO OBTAIN THEIR INSTRUCTIONS.

 
The Issuer will not pay any fees or commissions to any broker, dealer or other person (other than the Exchange Agent as described in the prospectus) in connection with the solicitation of tenders of Old Notes pursuant to the Exchange Offer.
 
Please refer to “Exchange Offer—Procedures for brokers and custodian banks; DTC ATOP accounts” and “Exchange Offer—Guaranteed delivery procedures” in the prospectus for a description of the procedures which must be followed to tender Old Notes in the Exchange Offer.
 
Any inquiries you may have with respect to the Exchange Offer may be directed to the Exchange Agent at 212-750-6474 or at the address set forth on the cover of the Letter of Transmittal. Additional copies of the enclosed material may be obtained from the Exchange Agent.
 
Very truly yours,	 	

NRG Energy, Inc.	 	
 
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON, THE AGENT OF THE ISSUER OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
 
2

Exhibit 99.04
 
Instructions to Registered Holder and/or
DTC Participant
from Beneficial Owner
of
NRG Energy, Inc.
 
6.25% Senior Notes due 2024
144A Notes (CUSIP 629377 BX9 and ISIN US629377BX92)
Regulation S Notes (CUSIP U66962 AL2 and ISIN USU66962AL21)
 
To Registered Holders and/or Participants of The Depository Trust Company:
 
The undersigned hereby acknowledges receipt of the prospectus, dated     , 2014, of NRG Energy, Inc. (the “Issuer”) and accompanying Letter of Transmittal, that together constitute the Issuer’s offer to exchange (the “Exchange Offer”) up to $1,000,000,000 aggregate principal amount of 6.25% Senior Notes due 2024 (together with the guarantees thereof, the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like aggregate principal amount of 6.25% Senior Notes due 2024 (together with the guarantees thereof, the “Old Notes”), of the Issuer.
 
This will instruct you, the registered holder and/or book-entry transfer facility participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Old Notes held by you for the account of the undersigned.
 
The aggregate face amount of the Old Notes held by you for the account of the undersigned is:
 
U.S. $                                of Old Notes
 
With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):
 
o            TO TENDER ALL of the Old Notes held by you for the account of the undersigned.
 
o                                   TO TENDER the following Old Notes held by you for the account of the undersigned (insert principal amount of Old Notes to be tendered (if any)) :
 
U.S. $                                of Old Notes
 
o            NOT TO TENDER any Old Notes held by you for the account of the undersigned.
 
If the undersigned instructs you to tender Old Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (1) the Exchange Notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the undersigned, (2) the undersigned is not engaging in and does not intend to engage in a distribution of such Exchange Notes, (3) the undersigned does not have an arrangement or understanding with any person to participate in the distribution of such Exchange Notes, (4) the undersigned is not an “affiliate” of the Issuer within the meaning of Rule 405 under the Securities Act, and (5) the undersigned is not acting on behalf of any person who could not truthfully make the foregoing representations. If any holder or any other person, including the undersigned, is an “affiliate,” as defined under Rule 405 of the Securities Act, of the Issuer, or is engaged in or intends to engage in or has an arrangement or understanding with any person to participate in a distribution of the notes to be acquired in the Exchange Offer, the holder or any other person, including the undersigned: (i) may not rely on applicable interpretations of the Staff of the Securities and Exchange Commission; and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. The

 
undersigned represents, certifies and acknowledges, for the benefit of the Issuer, that, if it is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes: (i) the Old Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making or other trading activities, (ii) it has not entered into any arrangement or understanding with the Issuer or an affiliate of the Issuer to distribute the Exchange Notes and (iii) it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
 
The undersigned acknowledges that if an executed copy of this Letter of Transmittal is returned, the entire principal amount of Old Notes held for the undersigned’s account will be tendered unless otherwise specified above.
 
The undersigned hereby represents and warrants that the undersigned (1) owns such Old Notes tendered and is entitled to tender such Old Notes, and (2) has full power and authority to tender, sell, exchange, assign and transfer such tendered Old Notes and to acquire Exchange Notes issuable upon the exchange of such tendered Old Notes, and that, when the same are accepted for exchange, the Issuer will acquire good and marketable title to the tendered Old Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right or restriction of any kind.
 
SIGN HERE
 
Name of beneficial owner(s) (please print):	 	
 	
Signature(s):	 	
 	
Address:	 	
 	
Telephone Number:	 	
 	
Taxpayer Identification Number or Social Security Number:	 	
 	
Date:	 	

2