GenOn Energy, Inc. Form T-3 Filed 2018-10-26

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-3

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939

GENON ENERGY, INC.
(Name of Applicant)*

1601 Bryan Street, Suite 2200,

Dallas, Texas 75201

(Address of Principal Executive Offices)

Securities to be Issued Under the Indenture to be Qualified

Title of Class		Amount
Senior Secured Second Lien Notes Due 2023		Up to $400,000,000 aggregate principal amount

Approximate date of proposed public offering:

On, or as soon as practicable following, the effective date (the “Effective Date”) under the Third Amended Joint Chapter 11 Plan of Reorganization of GenOn Energy, Inc. and its Debtor Affiliates (as amended or supplemented, the “Plan of Reorganization”).

Mark A. McFarland
President and Chief Executive Officer

GenOn Energy, Inc.

1601 Bryan Street, Suite 2200,

Dallas, Texas 75201
(Name and Address of Agent for Service)

Copies to:
Gerald T. Nowak
Paul D. Zier
Kirkland & Ellis LLP
300 N. LaSalle
Chicago, Illinois 60654
(312) 862-2000

The Applicants hereby amend this application for qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this application for qualification, or (ii) such date as the Securities and Exchange Commission, acting pursuant to section 307(c) of the Trust Indenture Act of 1939, may determine upon the written request of the Applicants.

* The Co-Applicants listed on the following page are also included in this Form T-3 as Applicants.

On the Effective Date, GenOn Energy, Inc. (“GenOn”) and a Co-Issuer will be the issuers of the Senior Secured Second Lien Notes Due 2023 (the “Notes”). The following direct and indirect subsidiaries of GenOn are expected to be guarantors (the “Expected Subsidiary Guarantors” and, together with GenOn, the “Applicants”) of the Notes as of the Effective Date and are co-applicants on this Form T-3. Immediately after the initial issuance of the Notes by GenOn, a newly formed Delaware entity (“Purchaser”) will assume the indebtedness represented by the Notes and all obligations thereunder.

Table of Co-Applicants

Name of Expected Subsidiary Guarantors

GenOn Americas Generation, LLC

GenOn Asset Management, LLC

GenOn Energy Holdings, Inc.

GenOn Energy Management, LLC

GenOn Energy Services, LLC

GenOn Mid-Atlantic Development, LLC

*GenOn Northeast Management Company

GenOn Power Operating Services Midwest, Inc.

*GenOn REMA Services, Inc.

Hudson Valley Gas Corporation

NRG Americas, Inc.

NRG Bowline LLC

NRG California North LLC

NRG California South GP LLC

NRG California South LP

NRG Canal LLC

*NRG Clearfield Pipeline Company LLC

NRG Florida GP, LLC

NRG Florida LP

NRG Lovett LLC

NRG New York LLC

NRG North America LLC

NRG Northeast Generation, Inc.

NRG Northeast Holdings, Inc.

NRG Potrero LLC

NRG Power Generation Assets LLC

NRG Power Generation LLC

NRG Power Midwest GP LLC

NRG Power Midwest LP

*NRG REMA LLC

RRI Energy Communications, Inc.

RRI Energy Services, LLC

* To be included by amendment.

GENERAL

1. General Information.

The form of organization of and the state or other sovereign power under the laws of which each Applicant is organized are as follows:

Name	Form of Organization	Jurisdiction
GenOn Energy, Inc.	Corporation (1)	Delaware
GenOn Americas Generation, LLC	Limited liability company	Delaware
GenOn Asset Management, LLC	Limited liability company	Delaware
GenOn Energy Holdings, Inc.	Corporation	Delaware
GenOn Energy Management, LLC	Limited liability company	Delaware
GenOn Energy Services, LLC	Limited liability company	Delaware
GenOn Mid-Atlantic Development, LLC	Limited liability company	Delaware
GenOn Northeast Management Company	Corporation	Pennsylvania
GenOn Power Operating Services Midwest, Inc.	Corporation	Delaware
GenOn REMA Services, Inc.	Corporation	Delaware
Hudson Valley Gas Corporation	Corporation	New York
NRG Americas, Inc.	Corporation	Delaware
NRG Bowline LLC	Limited liability company	Delaware
NRG California North LLC	Limited liability company	Delaware
NRG California South GP LLC	Limited liability company	Delaware
NRG California South LP	Limited Partnership	Delaware
NRG Canal LLC	Limited liability company	Delaware
NRG Clearfield Pipeline Company LLC	Limited liability company	Delaware
NRG Florida GP, LLC	Limited liability company	Delaware
NRG Florida LP	Limited Partnership	Delaware
NRG Lovett LLC	Limited liability company	Delaware
NRG New York LLC	Limited liability company	Delaware
NRG North America LLC	Limited liability company	Delaware
NRG Northeast Generation, Inc.	Corporation	Delaware
NRG Northeast Holdings, Inc.	Corporation	Delaware
NRG Potrero LLC	Limited liability company	Delaware
NRG Power Generation Assets LLC	Limited liability company	Delaware
NRG Power Generation LLC	Limited liability company	Delaware
NRG Power Midwest GP LLC	Limited liability company	Delaware
NRG Power Midwest LP	Limited Partnership	Delaware
NRG REMA LLC	Limited liability company	Delaware
RRI Energy Communications, Inc.	Corporation	Delaware
RRI Energy Services, LLC	Limited liability company	Delaware

(1) It is anticipated that on the Effective Date, after GenOn has issued the Notes and transferred all such indebtedness represented by the Notes and the obligations thereunder to Purchaser, GenOn will be liquidated. See Section 3(b) hereto for further detail.

2. Securities Act Exemption Applicable.

The Applicants expect that their Plan of Reorganization, as amended and supplemented to date (the “Plan of Reorganization”) will be supplemented and modified to an provide for an issuance of an aggregate principal amount of up to $400.0 million of Notes to holders of certain Allowed Claims and Allowed Interests (each as defined in the Plan of Reorganization, and collectively referred to as the “Claims”) on the Effective Date pursuant to the terms and conditions of the Plan of Reorganization. The Notes will be issued pursuant to the indenture to be qualified under this Form T-3 (the “Indenture”), a copy of which will be filed by amendment as Exhibit T3C to this application. Copies of the Plan of Reorganization and Disclosure Statement, as amended and supplemented to date are included as Exhibits T3E-1 and T3E-2, respectively, to this application.

Generally, Section 1145(a)(1) of the Bankruptcy Code exempts an offer and sale of securities under a plan of reorganization from registration under the Securities Act of 1933, as amended (the “Securities Act”), and state securities laws if three principal requirements are satisfied: (i) the securities must be offered and sold under a plan of reorganization and must be securities of the debtor, an affiliate participating in a joint plan of reorganization with the debtor or a successor to the debtor under the plan of reorganization; (ii) the recipients of the securities must hold a prepetition or administrative expense claim against the debtor or an interest in the debtor; and (iii) the securities must be issued entirely in exchange for the recipient’s claim against or interest in the debtor, or principally in such exchange and partly for cash or property. The Applicants believe that the offer of the Notes under the solicitation of acceptances for the Plan of Reorganization and the exchange of the Claims for Notes, together with certain other consideration, under the Plan of Reorganization will satisfy the requirements of Section 1145(a)(1) of the Bankruptcy Code and, therefore, such offer and exchange is exempt from the registration requirements referred to above.

AFFILIATIONS

3. Affiliates.

(a) The following diagram indicates the relationship of the Applicants to each of their respective affiliates as of the date of this application. Solid connecting lines indicate 100% ownership of voting securities, unless otherwise stated.

(1) For a list of the subsidiaries of NRG Energy, Inc. (“NRG”), see Exhibit 99.1 hereto, which is incorporated herein by reference. The subsidiaries of NRG are affiliates of the Applicants due to their common control under NRG, as the ultimate parent company.

(2) For a list of the subsidiaries of GenOn, see Exhibit 99.2 hereto, which is incorporated herein by reference.

(b) The following diagram indicates the expected relationship of the Applicants to each of their respective affiliates as of the Effective Date. All of the entities appearing below are expected to exist as of the Effective Date. Solid connecting lines indicate 100% ownership of voting securities, unless otherwise stated.

(1) Prior to the Effective Date, a newly formed Delaware grandparent entity (“Grandparent”), Purchaser, a newly formed Delaware intermediate holding company (“Intermediate Holdco”) and another holding company (“Holdco”) will be formed by the GenOn creditors to acquire all of GenOn’s direct subsidiaries and non-stock assets. On the Effective Date, Grandparent, Intermediate HoldCo, and Purchaser will collectively constitute the reorganized GenOn Energy, Inc. (“Reorganized GenOn”).

(2) After the Effective Date, the former GenOn creditors will own 100% of the Class A Stock and the Class B Stock of Grandparent.

(3) On the Effective Date, the Notes will be issued by GenOn and a newly formed Delaware corporation established with the sole purpose of being the co-issuer of the notes (the “Co-Issuer”) in the exit

financing and immediately thereafter such indebtedness represented by the Notes and the obligations thereunder will be assumed by Purchaser such that Purchaser and the Co-Issuer will be the obligors on the Notes and not GenOn, which will be liquidated on the Effective Date.

(4) It is anticipated that upon the consummation of the Plan of Reorganization the subsidiaries of GenOn will continue to be subsidiaries of Reorganized GenOn, except for certain dormant subsidiaries that will be eliminated.

(c) Certain directors and executive officers of the Applicants may be deemed their “affiliates” by virtue of their respective positions in each entity. See Item 4, “Directors and Executive Officers.”

(d) Certain persons may be deemed to be “affiliates” of the Applicants by virtue of their holdings of voting securities of the Applicants. See Item 5, “Principal Owners of Voting Securities.”

MANAGEMENT AND CONTROL

4. Directors and Executive Officers.

(a) Directors and Executive Officers of GenOn. As of the date of this application, the executive officers and directors of GenOn are as set forth below. The mailing address and telephone number of each of them is c/o GenOn Energy, Inc., 1601 Bryan Street, Suite 2200, Dallas, Texas 75201; telephone number (214) 432-2767.

Name		Position
Frederic F. Brace		Director
John Chillemi		Director
Jonathan Foster		Director
Gaetan Frotte		Director
Judith Lagano		Director
Glen Mackey		Director
Mark A. McFarland		Director, President and Chief Executive Officer
Jay A. Bys		Chief Commercial Officer
Mark Gouveia		Senior Vice President, Operations
Scott E. Leonard		Chief Restructuring Officer and Executive Vice President, Finance
Daniel D. McDevitt		General Counsel

It is expected that as of the Effective Date, certain directors and executive officers of Reorganized GenOn will be:

Name		Position
Mark A. McFarland		Director
David Freysinger		Director and Chief Executive Officer
Darren Olagues		Chief Financial Officer
Daniel D. McDevitt		General Counsel

At this time, the names of the other directors and executive officers of Reorganized GenOn following the Effective Date are not known.

(b) Directors and Executive Officers of the Expected Subsidiary Guarantors. As of the date of this application, the executive officers and directors, managers or managing members, as applicable, of the Expected Subsidiary Guarantors are set forth on Exhibit 99.3 hereto, which is incorporated herein by reference. The mailing address and telephone number of each of them is c/o GenOn Energy, Inc., 1601 Bryan Street, Suite 2200, Dallas, Texas 75201; telephone number (214) 432-2767.

5. Principal Owners of Voting Securities.

(a) As of October 15, 2018, NRG owned the one outstanding share of common stock of GenOn, representing 100% of GenOn’s voting securities. The mailing address and telephone number of NRG is 804 Carnegie Center, Princeton, New Jersey 08540; telephone number (609) 524-4500. As of the date of this application, no other person owned more than 10% of the voting securities of GenOn.

It is anticipated that, as of the Effective Date, the entities constituting Reorganized GenOn will be independent standalone entities from NRG.

(b) As of October 15, 2018, the ownership of voting securities of each of the Expected Subsidiary Guarantors is set forth in Exhibit 99.4 hereto, which is incorporated herein by reference.

It is anticipated that, as of the Effective Date, the owners of voting securities of the Expected Subsidiary Guarantors will continue as set forth in Exhibit 99.4 hereto, which is incorporated herein by reference.

UNDERWRITERS

6. Underwriters.

(a) In May 2017, Goldman Sachs & Co. LLC (200 West Street, New York, New York 10282) was the underwriter of $550,000,000 of 10.500% Senior Secured First Lien Notes due 2022, issued by a remote special purpose limited liability company (the “SPV Issuer”) into an escrow account controlled by GenOn and the SPV Issuer. GenOn was to merge with the SPV Issuer and assume the obligation for the notes, but when GenOn filed its voluntary bankruptcy petition on June 14, 2017, the funds held in the escrow account were released to the holders of the notes, which were simultaneously redeemed.

(b) No person is acting as a principal underwriter of the Notes proposed to be offered pursuant to the Indenture.

CAPITAL SECURITIES

7. Capitalization.

(a) The following table sets forth information with respect to each authorized class of securities of GenOn as of October 15, 2018:

Title of Class	Amount Authorized	Amount Outstanding
Common Stock, par value $0.001 per share	1	1
7.875% Senior Notes due 2017	N/A	$	691,000,000
9.500% Senior Notes due 2018	N/A	$	649,000,000
9.875% Senior Notes due 2020	N/A	$	490,000,000

The holder of common stock of GenOn has one vote on all matters to be voted upon by stockholders with no cumulative voting rights. Holders of the series of notes of GenOn listed above have the voting rights with respect to the respective series of notes set forth under the respective indenture.

At this time, it is not possible to provide the amount of Reorganized GenOn’s common stock interests authorized and outstanding following the Effective Date. It is anticipated that, as of the Effective Date, Reorganized GenOn will have issued the Notes.

(b) The information with respect to each authorized class of securities of the Expected Subsidiary Guarantors as of October 15, 2018 is set forth in the capitalization table attached to this Form T-3 as Exhibit 99.3 hereto, which is incorporated herein by reference.

Except as otherwise set forth in such Expected Subsidiary Guarantor’s governing document, or with respect to Expected Subsidiary Guarantors, which interests are held by a sole member or sole partner, as applicable, holders of membership interests of each Expected Subsidiary Guarantor that is a limited liability company are entitled to one vote per limited liability company interest, holders of limited partnership interests of each Expected Subsidiary Guarantor that is a partnership are entitled to one vote per partnership interest, and holders of common stock of each Expected Subsidiary Guarantor that is a corporation are entitled to one vote per share and vote as a single class.

INDENTURE SECURITIES

8. Analysis of Indenture Provisions.

The Notes will be subject to the Indenture among GenOn (the “Company”), the guarantors named therein, a trustee to be identified by amendment hereof (the “Trustee”) and a collateral agent. The following is a general description of certain provisions of the Indenture, and the description is qualified in its entirety by reference to the form of Indenture to be filed by amendment as Exhibit T3C therewith. Capitalized terms used below and not defined herein have the meanings ascribed to them in the Indenture.

(a) Events of Default; Withholding of Notice of Default.

The occurrence of any of the following events will constitute an Event of Default under the Indenture:

(i) default for 30 days in the payment when due of interest on the Notes;

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

(iii) failure by the Company or any Restricted Subsidiaries for 45 days after written notice to the Company by the Trustee or the Holders of at least 25% (with notice to Trustee if sent by Holders) in aggregate principal amount of the Notes then outstanding to comply with any of the agreements in the Indenture;

(iv) the acceleration of the maturity of any Indebtedness for money borrowed (other than the notes of such series) by the Company or any of its Restricted Subsidiaries (other than any Excluded Subsidiaries) having an aggregate principal amount outstanding in excess of $[·] million, if such acceleration is not rescinded or annulled, or such indebtedness shall not have been discharged, within 15 days after the date of such acceleration;

(v) failure by the Company or any of its Restricted Subsidiaries (other than any Excluded Subsidiaries) to pay final and non-appealable judgments aggregating in excess of $[·] million, which judgments are not covered by indemnities or third-party insurance, which judgments are not paid, discharged, vacated or stayed for a period of 60 days;

(vi) except as permitted by the Indenture, the Subsidiary Guarantee of any Restricted Subsidiary (other than any Excluded Subsidiaries) shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of such Guarantor, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, in each case, other than by reason of the termination of the Indenture or the release of any such Guarantee in accordance with the Indenture;

(vii) with respect to any Collateral, individually or in the aggregate, having a fair market value in excess of $[·] million, any of the Note Security Documents ceases to be in full force and effect, or any of the Note Security Documents ceases to give the holders of the Notes the Liens purported to be created thereby, or any of the Note Security Documents is declared null and void or the Company or any Guarantor denies in writing that it has any further liability under any Note Security Document (in each case other than in accordance with the terms of the Indenture or any of the Note Security Documents);

(viii) the Company or any of its Restricted Subsidiaries (other than its Excluded Subsidiaries):

(1) commences a voluntary case;

(2) consents to the entry of an order for relief against it in an involuntary case;

(3) consents to the appointment of a custodian of it or for all or substantially all of its property;

(4) makes a general assignment for the benefit of its creditors, or;

(5) generally is not paying its debts as they become due;

(ix) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(1) is for relief against the Company or any of its Restricted Subsidiaries (other than its Excluded Subsidiaries);

(2) appoints a custodian of the Company or any of its Restricted Subsidiaries (other than its Excluded Subsidiaries) for all or substantially all of the property of the Company or any Guarantor; or

(3) orders the liquidation of the Company or any of its Restricted Subsidiaries (other than its Excluded Subsidiaries);

and the order or decree remains unstayed and in effect for 60 consecutive days.

In the case of an Event of Default specified in clause (viii) or (ix) listed above, with respect to the Company or any of its Restricted Subsidiaries (other than any of its Excluded Subsidiaries), all outstanding Notes 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 aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Subject to certain limitations, holders of a majority in principal amount of the outstanding Notes of a series may direct the Trustee in its exercise of any power. The Trustee may withhold from holders of Notes of such series 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.

If a Default or Event of Default with respect to any Series of Securities occurs and is continuing and if it is known to a Trust Officer of the Trustee, the Trustee will mail to Holders of such Securities a notice of the Default or Event of Default within 90 days after it occurs or, if later, after a Trust Officer has actual knowledge of any Default or Event of Default. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on, any Security, the Trustee may withhold the notice if and so long as the Trustee in good faith determines that withholding the notice is in the interests of the Holders of the Securities.

(b) Authentication and Delivery of the Notes; Application of Proceeds.

The Notes to be issued under the Indenture may from time to time be executed on behalf of the Company by manual or facsimile signature by one of its Officers and delivered to the Trustee for authentication and delivery in accordance with the Company’s order and the Indenture. The Trustee shall, upon receipt of a written Authentication Order of the Company signed by at least one Officer, (and other deliverables required under the Indenture), authenticate Securities for original issue under the Indenture. The aggregate principal amount of Securities outstanding at any time may not exceed the aggregate principal amount of Securities authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in the Indenture. The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate

Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so. An authenticating agent has the same rights as an Agent to deal with Holders, the Company or an Affiliate of the Company.

The Notes will be issued to holders of Claims. As a result, the Company will not realize any proceeds from such issuance.

Pursuant to Article XI of the Indenture, subject to certain subsections of Section 11.03 of the Indenture, Collateral may be released from the Lien and security interest securing the Notes created by the Note Security Documents at any time or from time to time in accordance with the provisions of the Note Security Documents or as provided in the Indenture and the Collateral Trustee’s Liens may be subordinated, in whole or in part, on any Collateral at any time or from time to time in accordance with the provisions of the Note Security Documents or as provided in the Indenture.

(d) Satisfaction and Discharge.

The Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when (i) either (a) all 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 with the Trustee or Paying Agent and thereafter repaid to the Company, have been delivered to the Trustee for such Notes for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the distribution of a notice of redemption or otherwise or will become due and payable within one year and the Company 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, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in such 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, if any, and accrued interest to the date of maturity or redemption; (ii) in respect of subclause (b) of clause (i) above, no Default or Event of Default 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 the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (iii) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (iv) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

(e) Evidence of Compliance with Conditions and Covenants.

The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officer’s Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or

proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, and interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. The Company’s fiscal year ends December 31st.

So long as any of the Notes are outstanding, the Company shall deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

9. Other Obligors.

As discussed above, GenOn will be the initial issuer of the Notes and immediately after such issuance the indebtedness represented by the Notes and the obligations thereunder will be assumed by Purchaser such that Purchaser will be the obligor on the Notes and not GenOn. As of the date of this application, none of Purchaser, Grandparent and Intermediate HoldCo has been formed. It is expected that this application will be amended once that has occurred.

It is expected that the mailing address of Purchaser, Grandparent and Intermediate HoldCo will be c/o GenOn Energy, Inc., 1601 Bryan Street, Suite 2200, Dallas, Texas 75201.

The address for each of the Expected Subsidiary Guarantors is c/o GenOn Energy, Inc., 1601 Bryan Street, Suite 2200, Dallas, Texas 75201.

Contents of application for qualification. This application for qualification comprises:

(a) Pages numbered one to [·], consecutively.

(b) The statement of eligibility and qualification on Form T-1 of the Trustee under the Indenture to be qualified (to be filed by amendment as Exhibit T3G).

(c) The exhibits listed on the Index to Exhibits attached hereto in addition to those filed as part of the Form T-1 statement of eligibility and qualification of the Trustee.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, GenOn Energy, Inc., a corporation organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Dallas, and State of Texas, on October 26, 2018.

(SEAL)		GENON ENERGY, INC.


Attest:	/s/ Monica Nguyenduc	By:	/s/ Mark A. McFarland
	Name: Monica Nguyenduc		Name:	Mark A. McFarland
			Title:	President and Chief Executive Officer

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Expected Subsidiary Guarantors have duly caused this application to be signed on their behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Dallas, and State of Texas, on October 26, 2018.

(SEAL)		GENON AMERICAS GENERATION, LLC
		GENON ASSET MANAGEMENT, LLC
		GENON ENERGY HOLDINGS, INC.
		GENON ENERGY MANAGEMENT, LLC
		GENON ENERGY SERVICES, LLC
Attest:	/s/ Monica Nguyenduc	GENON MID-ATLANTIC DEVELOPMENT, LLC
	Name: Monica Nguyenduc	GENON NORTHEAST MANAGEMENT COMPANY
		GENON POWER OPERATING SERVICES MIDWEST, INC.
		GENON REMA SERVICES, INC.
		HUDSON VALLEY GAS CORPORATION
		NRG AMERICAS, INC.
		NRG BOWLINE LLC
		NRG CALIFORNIA NORTH LLC
		NRG CALIFORNIA SOUTH GP LLC
		NRG CANAL LLC
		NRG CLEARFIELD PIPELINE LLC
		NRG FLORIDA GP, LLC
		NRG LOVETT LLC
		NRG NEW YORK LLC
		NRG NORTH AMERICA LLC
		NRG NORTHEAST GENERATION, INC.
		NRG NORTHEAST HOLDINGS, INC.
		NRG POTRERO LLC
		NRG POWER GENERATION ASSETS LLC
		NRG POWER GENERATION LLC
		NRG POWER MIDWEST GP LLC
		NRG REMA LLC
		RRI ENERGY COMMUNICATIONS, INC.
		RRI ENERGY SERVICES, LLC


		By:	/s/ Daniel McDevitt
			Name:	Daniel McDevitt
			Title:	Vice President

NRG CALIFORNIA SOUTH LP

By:	NRG California South GP LLC
	General Partner


By:	/s/ Daniel McDevitt
	Name:	Daniel McDevitt
	Title:	Vice President


NRG FLORIDA LP

By:	NRG Florida GP, LLC
	General Partner


By:	/s/ Daniel McDevitt
	Name:	Daniel McDevitt
	Title:	Vice President


NRG POWER MIDWEST LP

By:	NRG Power Midwest GP LLC
	General Partner


By:	/s/ Daniel McDevitt
	Name:	Daniel McDevitt
	Title:	Vice President

INDEX TO EXHIBITS

Exhibit		Description

Exhibit T3A-1		Fourth Amended and Restated Certificate of Incorporation of GenOn Energy, Inc. (incorporated by reference to Exhibit 3.1 to GenOn Energy, Inc.’s Current Report on Form 8-K filed on December 14, 2012)

Exhibit T3A-2		Certificate of Amendment to Certificate of Formation of GenOn Americas Generation, LLC (f/k/a Mirant Americas Generation, LLC) (incorporated by reference to Exhibit 3.2A1 to GenOn Americas Generation, LLC’s Annual Report on Form 10-K filed March 1, 2011)

Exhibit T3A-3		Certificate of Amendment to Certificate of Formation of GenOn Asset Management, LLC (f/k/a RRI Energy Asset Management, LLC)

Exhibit T3A-4		Certificate of Amendment to Amended and Restated Certificate of Incorporation of GenOn Energy Holdings, Inc. (f/k/a Mirant Corporation)

Exhibit T3A-5		Certificate of Amendment to Certificate of Formation of GenOn Energy Management, LLC (f/k/a Mirant Energy Trading, LLC)

Exhibit T3A-6		Certificate of Amendment to Certificate of Formation of GenOn Energy Services, LLC (f/k/a RRI Energy Corporate Services, LLC)

Exhibit T3A-7		Certificate of Amendment to Certificate of Formation of GenOn Mid-Atlantic Development, LLC (f/k/a GenOn PJM Development, LLC)

Exhibit T3A-8		Certificate of Amendment to Certificate of Incorporation of GenOn Power Operating Services Midwest, Inc. (f/k/a Orion Power Operating Services Midwest, Inc.)

Exhibit T3A-9		Certificate of Incorporation of Hudson Valley Gas Corporation

Exhibit T3A-10		Certificate of Amendment to Certificate of Incorporation of NRG Americas, Inc. (f/k/a GenOn Americas, Inc.)

Exhibit T3A-11		Certificate of Amendment to Certificate of Formation of NRG Bowline LLC (f/k/a GenOn Bowline, LLC)

Exhibit T3A-12		Certificate of Amendment to Certificate of Formation of NRG California North LLC (f/k/a GenOn California North, LLC)

Exhibit T3A-13		Certificate of Amendment to Certificate of Formation of NRG California South GP LLC (f/k/a GenOn West GP, LLC)

Exhibit T3A-14		Amendment to the Certificate of Limited Partnership of NRG California South LP (f/k/a GenOn West, LP)

Exhibit T3A-15		Certificate of Amendment to Certificate of Formation of NRG Canal LLC (f/k/a GenOn Canal, LLC)

Exhibit T3A-16		Certificate of Amendment to Certificate of Formation of NRG Florida GP, LLC (f/k/a GenOn Florida GP, LLC)

Exhibit T3A-17		Amendment to the Certificate of Limited Partnership of NRG Florida LP (f/k/a GenOn Florida, LP)

Exhibit T3A-18		Certificate of Amendment to Certificate of Formation of NRG Lovett LLC (f/k/a GenOn Lovett, LLC)

Exhibit T3A-19		Certificate of Amendment to Certificate of Formation of NRG New York LLC (f/k/a GenOn New York, LLC)

Exhibit		Description

Exhibit T3A-20		Certificate of Amendment to Certificate of Formation of NRG North America LLC (f/k/a GenOn North America, LLC)

Exhibit T3A-21		Certificate of Amendment to Certificate of Incorporation of NRG Northeast Generation, Inc. (f//k/a GenOn Northeast Generation, Inc.)

Exhibit T3A-22		Certificate of Amendment to Certificate of Incorporation of NRG Northeast Holdings, Inc. (f//k/a GenOn Northeast Holdings, Inc.)

Exhibit T3A-23		Certificate of Amendment to Certificate of Formation of NRG Potrero LLC (f/k/a GenOn Potrero, LLC)

Exhibit T3A-24		Certificate of Amendment to Certificate of Formation of NRG Power Generation Assets LLC (f/k/a GenOn Power Generation Assets LLC)

Exhibit T3A-25		Certificate of Amendment to Certificate of Formation of NRG Power Generation LLC (f/k/a GenOn Power Generation, LLC)

Exhibit T3A-26		Certificate of Amendment to Certificate of Formation of NRG Power Midwest GP LLC (f/k/a GenOn Power Midwest GP, LLC)

Exhibit T3A-27		Amendment to the Certificate of Limited Partnership of NRG Power Midwest LP (f/k/a GenOn Power Midwest, LP)

Exhibit T3A-28		Certificate of Amendment to Certificate of Incorporation of RRI Energy Communications, Inc. (f/k/a Reliant Energy Communications, Inc.)

Exhibit T3A-29		Certificate of Formation of RRI Energy Services, LLC

Exhibit T3A-30		Amended Certificate of Formation of NRG REMA LLC (f/k/a Sithe Pennsylvania Holdings LLC)

Exhibit T3A-31		Certificate of Formation of NRG Clearfield Pipeline Company LLC

Exhibit T3A-32		Amended Articles of Incorporation of GenOn Northeast Management Company (f/k/a GPU Generation Corporation)

Exhibit T3A-33		Amended Certificate of Incorporation of GenOn REMA Services, Inc. (f/k/a Sithe Mid-Atlantic Power Services, Inc.)

Exhibit T3B-1*		Ninth Amended and Restated By-Laws of GenOn Energy, Inc. (incorporated by reference to Exhibit 3.2 to GenOn Energy, Inc.’s Annual Report on Form 10-K filed March 30, 2018)

Exhibit T3B-2*		Third Amended and Restated Limited Liability Company Agreement for GenOn Americas Generation, LLC (incorporated by reference to Exhibit 3.3 to GenOn Americas Generation, LLC’s Annual Report on Form 10-K filed March 30, 2018)

Exhibit T3B-3*		Second Amended and Restated Limited Liability Company Agreement of GenOn Asset Management, LLC

Exhibit T3B-4*		Amended and Restated Bylaws of GenOn Energy Holdings, Inc.

Exhibit T3B-5*		Second Amended and Restated Limited Liability Company Agreement of GenOn Energy Management, LLC

Exhibit T3B-6*		Second Amended and Restated Limited Liability Company Agreement of GenOn Energy Services, LLC

Exhibit T3B-7*		Second Amended and Restated Limited Liability Company Agreement of GenOn Mid-Atlantic Development, LLC

Exhibit T3B-8*		Third Amended and Restated Bylaws of GenOn Power Operating Services Midwest, Inc.

Exhibit T3B-9*		Second Amended and Restated Bylaws of Hudson Valley Gas Corporation

Exhibit		Description

Exhibit T3B-10*		Second Amended and Restated Bylaws of NRG Americas, Inc.

Exhibit T3B-11*		Second Amended and Restated Limited Liability Company Agreement of NRG Bowline LLC

Exhibit T3B-12*		Second Amended and Restated Limited Liability Company Agreement of NRG California North LLC

Exhibit T3B-13*		Amended and Restated Limited Liability Company Agreement of NRG California South GP LLC

Exhibit T3B-14*		Amended and Restated Agreement of Limited Partnership of NRG California South LP

Exhibit T3B-15*		Second Amended and Restated Limited Liability Company Agreement of NRG Canal LLC

Exhibit T3B-16*		Amended and Restated Limited Liability Company Agreement of NRG Florida GP, LLC

Exhibit T3B-17*		Amended and Restated Agreement of Limited Partnership of NRG Florida LP

Exhibit T3B-18*		Second Amended and Restated Limited Liability Company Agreement of NRG Lovett LLC

Exhibit T3B-19*		Second Amended and Restated Limited Liability Company Agreement of NRG New York LLC

Exhibit T3B-20*		Third Amended and Restated Limited Liability Company Agreement of NRG North America LLC

Exhibit T3B-21*		Fourth Amended and Restated Bylaws of NRG Northeast Generation, Inc.

Exhibit T3B-22*		Fourth Amended and Restated Bylaws of NRG Northeast Holdings, Inc.

Exhibit T3B-23*		Second Amended and Restated Limited Liability Company Agreement of NRG Potrero LLC

Exhibit T3B-24*		Amended and Restated Limited Liability Company Agreement of NRG Power Generation Assets LLC

Exhibit T3B-25*		Amended and Restated Limited Liability Company Agreement of NRG Power Generation LLC

Exhibit T3B-26*		Amended and Restated Limited Liability Company Agreement of NRG Power Midwest GP LLC

Exhibit T3B-27*		Third Amended and Restated Agreement of Limited Partnership of NRG Power Midwest LP

Exhibit T3B-28*		Third Amended and Restated Bylaws of RRI Energy Communications, Inc.

Exhibit T3B-29*		Second Amended and Restated Limited Liability Company Agreement of RRI Energy Services, LLC

Exhibit T3B-30*		Amended and Restated Limited Liability Company Agreement of NRG REMA LLC

Exhibit T3B-31*		Limited Liability Company Agreement of NRG Clearfield Pipeline Company LLC

Exhibit T3B-32*		Fourth Amended and Restated Bylaws of NRG Northeast Management Company

Exhibit T3B-33*		Third Amended and Restated Bylaws of GenOn REMA Services, Inc.

Exhibit T3C*		Form of Indenture governing the Notes.

Exhibit T3D		Not applicable.

Exhibit T3E-1		Disclosure Statement for the Second Amended Joint Chapter 11 Plan of Reorganization of GenOn Energy, Inc. and its Debtor Affiliates, dated October 2, 2017 (incorporated by reference to Exhibit 99.2 to GenOn Energy, Inc.’s Current Report on Form 8-K filed on October 6, 2017).

Exhibit		Description

Exhibit T3E-2		Third Amended Joint Chapter 11 Plan of Reorganization of GenOn Energy, Inc. and its Debtor Affiliates, dated December 12, 2017 (incorporated by reference to Exhibit 2.1 to GenOn Energy, Inc.’s Current Report on Form 8-K filed on December 15, 2017).

Exhibit T3E-2.1*		Order (I) Modifying (A) the Third Amended Joint Plan of Reorganization of GenOn Energy, Inc. and its Debtor Affiliates and (B) the Cash Incentive Plan, and (II) Granting Related Relief.

Exhibit T3F*		Cross-reference sheet (included in Exhibit T3C).

Exhibit T3G*		Form T-1 qualifying the Trustee under the Indenture to be qualified pursuant to this Form T-3.

Exhibit 99.1		List of subsidiaries of NRG Energy, Inc.

Exhibit 99.2		List of subsidiaries of GenOn Energy, Inc.

Exhibit 99.3		Directors, executive officers and capitalization of the Expected Subsidiary Guarantors.

Exhibit 99.4		Principal ownership of voting securities of the Expected Subsidiary Guarantors.

* To be filed by amendment.

Exhibit T3A-3

Exhibit T3A-4

Exhibit T3A-5

Exhibit T3A-6

Exhibit T3A-7

Exhibit T3A-8

Exhibit T3A-9

Exhibit T3A-10

. AUen Franklin 64 Perimeter Center East Atlanta, Georgia 30346 64 Perimeter Center East Atlanta, Georgia 30346 W. L. Westbrook T. J. Bowden 600 North 18th Street Binningham, Alabama 35203 VI. The Corpotation shall bave perpetual duration. vn. The Board of Directors of the Cmporation shall bave the power to adopt, amend and repeal the By-Laws of the Corporation. VITI. To the fullest extent that the General Corporation Law of Delaware, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of duty of care or other duty as a director. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. IX. The name and address of the Incorporator of the Corporation is Alan E. Serby, Esquire, NationsBank Plaza, 600 Peachtree Street, N.E., Suite 5200, Atlanta, Georgia 30308-2216. -2-

Exhibit T3A-11

Exhibit T3A-12

Exhibit T3A-13

	State of Delaware
	Secretary of State
	Division of Corporations
	Delivered 04:25 PM 05/28/2013
	FILED 03:37 PM 05/28/2013
	SRV 130670055 - 4920389 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1. Name of Limited Liability Company: GenOn West GP, LLC

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name of the Limited Liability Company is: NRG California South GP LLC

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 21 day of May, A.D. 2013.

By:	/s/ Kristine Heiberger
	Authorized Person(s)

Name:		Kristine Heiberger
		Print or Type

	State of Delaware
	Secretary of State
	Division of Corporations
	Delivered 08:01 AM 12/30/2010
	FILED 08:05 AM 12/30/2010
	SRV 101214631 - 4920389 FILE

CERTIFICATE OF FORMATION

GENON WEST GP, LLC

Pursuant to Section 18-201 of the

Delaware Limited Liability Company Act

1. The name of the limited liability company is GenOn West GP, LLC.

2. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808. The name of its registered agent at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 30th day of December, 2010.

	By:	/s/ Steven B. Nickerson
	Name: Steven B. Nickerson
	Title: Authorized Person

Certificate of Formation (Step 12)

Exhibit T3A-14

	State of Delaware
	Secretary of State
	Division of Corporations
	Delivered 06:28 PM 05/28/2013
	FILED 06:13 PM 05/28/2013
	SRV 130673140 - 4920393 FILE

STATE OF DELAWARE

AMENDMENT TO THE CERTIFICATE OF

LIMITED PARTNERSHIP

The undersigned, desiring to amend the Certificate of Limited Partnership pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Limited Partnership is GenOn West, LP

SECOND: Article 1 of the Certificate of Limited Partnership shall be amended as follows:

The name of the Limited Partnership is: NRG California South LP

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 21 day of May, A.D. 2013.

By:	/s/ Jannetta Thomas
	General Partner(s)
GenOn West GP, LLC

Name:		Jannetta Thomas
		Print or Type

	State of Delaware
	Secretary of State
	Division of Corporations
	Delivered 08:21 AM 12/31/2010
	FILED 08:26 AM 12/31/2010
	SRV 101248092 - 4920393 FILE

CERTIFICATE OF MERGER

RRI ENERGY WEST, INC.

WITH AND INTO

GENON WEST, LP

Pursuant to Section 17-211 of the Revised Uniform Limited Partnership Act of the State of

Delaware and Section 263 of the General Corporation Law of the State of Delaware

FIRST: The name and jurisdiction of formation or organization and domicile of each of the constituent entities is: GENON WEST, LP, a Delaware limited partnership (the “LP”) and RRI ENERGY WEST, INC., a Delaware corporation (the “Corporation”).

SECOND: The LP and the Corporation have entered into an Agreement of Merger, dated as of December 31, 2010 (the “Merger Agreement”), providing for the merger of the Corporation with and into the LP pursuant to Section 17-211 of the Revised Uniform Limited Partnership Act of the State of Delaware (the “DRULPA”) and Section 263 of the General Corporation Law of the State of Delaware (the “DGCL”). The Merger Agreement has been approved, adopted, certified, executed and acknowledged in accordance with Sections 17-204 and 17-211 of the DRULPA, in the case of the LP, and Sections 103 and 263 of the DGCL, in the case of the Corporation.

THIRD: GENON WEST, LP shall be the surviving entity of the merger (the “Surviving LP”).

FOURTH: The Merger Agreement is on file at an office of the Surviving LP at 1000 Main Street, Houston, Texas 77002. A copy of the Merger Agreement will be furnished by the Surviving LP, on request and without cost, to any partner of the LP or to any stockholder of the Corporation.

FIFTH: This Certificate of Merger shall be effective as of December 31, 2010, 11:53 p.m. Eastern Standard Time.

Certificate of Merger (Step 23)

IN WITNESS WHEREOF, the Surviving LP has caused this Certificate of Merger to be duly executed this 31st day of December, 2010.

GENON WEST, LP

By:	GENON WEST GP, LLC
	Its General Partner

	By:	/s/ Steven B. Nickerson
	Name: Steven B. Nickerson
	Title: Authorized Person

Certificate of Merger (Step 23)

	State of Delaware
	Secretary of State
	Division of Corporations
	Delivered 08:01 AM 12/30/2010
	FILED 08:07 AM 12/30/2010
	SRV 101214642 - 4920393 FILE

CERTIFICATE OF LIMITED PARTNERSHIP

GENON WEST, LP

Pursuant to Section 17-201 of the

Delaware Revised Uniform Limited Partnership Act

This Certificate of Limited Partnership of GenOn West, LP (the “Partnership”) is being executed by the undersigned for the purpose of forming a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act.

1. The name of the Partnership is GenOn West, LP.

3. The name and mailing address of its General Partner is GenOn West GP, LLC, 1000 Main Street, 21st Floor, Houston, TX 77002.

IN WITNESS WHEREOF, the undersigned, constituting the sole general partner of the Partnership, has caused this Certificate of Limited Partnership to be duly executed as of the 30th day of December, 2010.

	GenOn West GP, LLC,
	General Partner

	By:	/s/ Steven B. Nickerson
	Name: Steven B. Nickerson
	Title: Authorized Person

Certificate of Limited Partnership (Step 13)

Exhibit T3A-15

Exhibit T3A-16

Exhibit T3A-17

Exhibit T3A-18

Exhibit T3A-19

Exhibit T3A-20

Exhibit T3A-21

Exhibit T3A-22

Exhibit T3A-23

Exhibit T3A-24

Exhibit T3A-25

Exhibit T3A-26

Exhibit T3A-27

Exhibit T3A-28

Exhibit T3A-29

Exhibit T3A-30

EXT 3A-30 Delaware PAGE 1 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 AMENDMENT OF “GENON REMA, LLC”, CHANGING ITS NAME FROM “GENON REMA, LLC” TO “NRG REMA LLC”, FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF MAY, A.D. 2013, AT 3:33 O’CLOCK P.M. /s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State 2985509 8100 AUTHENTICATION: 0469551 130669980 DATE: 05-30-13 You may verify this certificate online at corp.delaware.gov/authver.shtml

State of Delaware Secretary of State Division of Corporations Delivered 04:24 PM 05/28/2013 FILED 03:33 PM 05/28/2013 SRV 130669980 - 2985509 FILE STATE OF DELAWARE CERTIFICATE OF AMENDMENT 1. Name of Limited Liability Company: GenOn RBMA, LLC 2. The Certificate of Formation of the limited liability company is hereby amended as follows: The name of the Limited Liability Company is: NRG REMA LLC IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 21 day of May A.D. 2013 . By: /s/ Kristine Heiberger Authorized Person(s) Name: Kristine Heiberger Print or Type

State of Delaware Secretary of State Division of Corporations Delivered 12:26 PM 12/03/2010 FILED 12:26 PM 12/03/2010 SRV 101145196 - 2985509 FILE CERTIFICATE OF AMENDMENT TO CERTIFICATE OF FORMATION OF RRI ENERGY MID-ATLANTIC POWER HOLDINGS, LLC Pursuant to Section 18-202 of the Delaware Limited liability Company Act 1. The name of the limited liability company is RRI Energy Mid-Atlantic Power Holdings, LLC (the “Company”). 2. The Certificate of Formation of the Company is hereby amended to change the name of the Company to GenOn REMA, LLC. 3. Accordingly, Article 1, of the Certificate of Formation shall, as amended, read as follows: ‘‘1. The name of the limited liability company is GenOn REMA, LLC.” IN WITNESS WHEREOF, the undersigned authorized person has executed this Certificate of Amendment this 3rd day of December, 2010. RRI ENERGY MID-ATLANTIC POWER HOLDINGS, LLC By: /s/ Allison Cunningham Name: Allison Cunningham Title: Authorized Person

State of Delaware PAGE 1 Office of the Secretary of State I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF LIMITED LIABILITY COMPANY OF “SITHE PENNSYLVANIA HOLDINGS LLC’’, FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF DECEMBER, A.D. 1998, AT 4:30 O’CLOCK P.M. /s/ Edward J. Freel Edward J. Freel, Secretary of State 2985509 8100 AUTHENTICATION: 9492173 981505018 DATE: 12-29-98

CERTIFICATE OF FORMATION OF SITHE PENNSYLVANIA HOLDINGS LLC The undersigned, an authorized natural person, for the purposes of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that: FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is: Sithe Pennsylvania Holdings LLC SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are: The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, New Castle County, Delaware 19801 Executed on December 28, 1998. /s/ George Lofaso George Lofaso Authorized Person

State of Delaware PAGE 1 Office of the Secretary of State I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “SITHE PENNSYLVANIA HOLDINGS LLC”, CHANGING ITS NAME FROM “SITHE PENNSYLVANIA HOLDINGS LLC” TO “RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC”, FILED IN THIS OFFICE ON THE TWELFTH DAY OF MAY,’ A.D. 2000, AT 3 O’CLOCK P.M. /s/ Edward J. Freel Edward J. Freel, Secretary of State 2985509 81000 AUTHENTICATION: 0616096 001408254 DATE: 08-11-00

STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 03:00 PM 05/12/2000 001245618 - 2985509 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF FORMATION OF SITHE PENNSYLVANIA HOLDINGS LLC 1. The name of the limited liability company is Sithe Pennsylvania Holdings LLC. 2. The Certificate of Formation of the limited liability company is hereby amended as follows: The present FIRST paragraph shall be deleted in its entirety and replaced with the following new FIRST paragraph: “FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is: Reliant Energy Mid-Atlantic Power Holdings, LLC” The present SECOND paragraph shall be deleted in its entirety and replaced with the following new SECOND paragraph: “SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are: The Corporation Trust Company 1209 Orange Street New Castle County Wilmington, Delaware 19801” HOU03:689459.1

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Sithe Pennsylvania Holdings LLC this 12th day of May, 2000. Reliant Energy Northeast Generation, Inc., as sole member By: /s/ J. Douglas Divine J. Douglas Divine President

State of Delaware PAGE 1 Office of the Secretary of State I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “SITHE PENNSYLVANIA HOLDINGS LLC”, CHANGING ITS NAME FROM “SITHE PENNSYLVANIA HOLDINGS LLC” .TO “RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC”, FILED IN THIS OFFICE ON THE TWELFTH DAY OF MAY, A.D. 2000, AT 3 O’CLOCK P.M. /s/ Edward J. Freel Edward J. Freel, Secretary of State 2985509 8100 AUTHENTICATION: 0437968 001245618 DATE: 05-15-00

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF FORMATION OF SITHE PENNSYLVANIA HOLDINGS LLC 1. The name of the limited liability company is Sithe Pennsylvania Holdings LLC. 2. The Certificate of Formation of the limited liability company is hereby amended as follows: The present FIRST paragraph shall be deleted in its entirety and replaced with the following new FIRST paragraph: “FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is: Reliant Energy Mid-Atlantic Power Holdings, LLC” The present SECOND paragraph shall be deleted in its entirety and replaced with the following new SECOND paragraph: “SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are: The Corporation Trust Company 1209 Orange Street New Castle County Wilmington, Delaware 19801” HOU03:689459.1

State of Delaware PAGE 1 Office of the Secretary of State I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “SITHE PENNSYLVANIA HOLDINGS LLC”, CHANGING ITS NAME FROM “SITHE PENNSYLVANIA HOLDINGS LLC” TO “RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC”, FILED IN THIS OFFICE ON THE TWELFTH DAY OF MAY, A.D. 2000, AT 3 O’CLOCK P.M. /s/ Edward J. Freel Edward J. Freel, Secretary of State 2985509 8100 AUTHENTICATION: 0437968 001245618 DATE: 05-15-00

Delaware PAGE 1 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 AMENDMENT OF “RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC”, CHANGING ITS NAME FROM “RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC” TO “RRI ENERGY MID-ATLANTIC POWER HOLDINGS, LLC”, FILED IN THIS OFFICE ON THE FIRST DAY OF MAY, A.D. 2009, AT 8:48 O’CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF AMENDMENT IS THE SECOND DAY OF MAY, A.D. 2009, AT 12:01 O’CLOCK A.M. /s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State 2985509 8100 AUTHENTICATION: 7277041 090418014 DATE: 05-01-09 You may verify this certificate online at corp.delaware.gov/authver.shtml

State of Delaware Secretary of State Division of Corporations Delivered 09:56 AM 05/01/2009 FILED 08:48 AM 05/01/2009 SRV 090418014 - 2985509 FILE STATE OF DELAWARE CERTIFICATE OF AMENDMENT 1. Name of Limited Liability Company: Reliant Energy Mid-Atlantic Power Holdings, LLC 2. The Certificate of Formation of the limited liability company is hereby amended as follows: The name of the limited liability company is RRI Energy Mid-Atlantic Power Holdings, LLC . 3. The effective date and time of this filing is May 2, 2009, 12:01 A.M. EST. IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 22nd day of April , A.D. 2009 . By: [ILLEGIBLE] Authorized Person(s) Name: Allison B. Cunningham Print or Type

Exhibit T3A-31

EXT 3A-31 Delaware PAGE 1 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 FORMATION OF “NRG CLEARFIELD PIPELINE COMPANY LLC”, FILED IN THIS OFFICE ON THE THIRTEENTH DAY OF JUNE, A. D. 2014, AT 12:22 O’CLOCK P.M. /s/ Jeffrey. W. Bullock Jeffrey W. Bullock, Secretary of State 5551122 8100 AUTHENTICATION: 1452580 140834726 DATE: 06-16-14 You may verify this certificate online at corp. delaware.gov/authver.shtml

State of Delaware Secretary of State Division of Corporations Delivered 12:26 PM 06/13/2014 FILED 12:22 PM 06/13/2014 SRV 140834726 - 5551122 FILE CERTIFICATE OF FORMATION OF NRG CLEARFIELD PIPELINE COMPANY LLC 1. Name: The name of the limited liability company is NRG Clearfield Pipeline Company 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 Clearfield Pipeline Company LLC this 12th day of June, 2014. /s/ Lynne P. Wittkamp Lynne P. Wittkamp Authorized Person

Exhibit T3A-32

EXT 3A-32 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE DECEMBER 7, 2010 TO ALL WHOM THESE PRESENTS SHALL COME, GREETING: GENON NORTHEAST MANAGEMENT COMPANY. I, Basil L Merenda, Secretary of the Commonwealth of Pennsylvania do hereby certify that the foregoing and annexed is a true and correct copy of ARTICLES OF AMENDMENT-BUSINESS filed on December 3, 2010 which appear of record in this department. IN TESTIMONY WHEREOF, I have hereunto set my hand and caused the Seal of the Secretary’s Office to be affixed, the day and year above written. /s/ Basil L Merenda Secretary of the Commonwealth

Entity #:2575386 Date Filed: 12/03/2010 Basil L Merenda Secretary of the Commonwealth PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU Articles of Amendment-Domestic Corporation (15 Pa.C.S.) Business Corporation (§ 1915) Nonprofit Corporation (§ 5915) Document will be returned to the name and address you enter to [ILLEGIBLE]the left. Address [ILLEGIBLE] CityStateZip code 8012447-SOPA Commonwealth of Pennsylvania ARTICLES OF AMENDMENT-BUSINESS 3 Page(s) T1034047042 Fee: $70 In compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its articles, hereby states that: 1.The name of the corporation is: RRI Energy Northeast Management Company 2.The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department): (a) Number and StreetCityStateZipCounty (b) Name of Commercial Registered Office ProviderCounty c/oCorporation Service CompanyDauphin 3.The statute by or under which it was incorporated: Pennsylvania Business Corporation Law of 1988 4.The date of its incorporation: 4/11/1994 5.Check, and if appropriate complete, one of the following: The amendment shall be effective upon filing these Articles of Amendment in the Department of State. The amendment shall be effective on:at DateHour [ILLEGIBLE] 2010 DEC [ILLEGIBLE] PA. DEPT. OF STATE

DSCB: 15-1915/5915–2 6.Check one of the following: The amendment was adopted by the shareholders or members pursuant to 15 Pa.C.S. § 1914(a) and (b) or § 5914(a). The amendment was adopted by the board of directors pursuant to 15 Pa. C.S. § 1914(c) or § 5914(b). 7.Check, and if appropriate, complete one of the following: The amendment adopted by the corporation, set forth in full, is as follows The name is hereby changed to GenOn Northeast Management Company. The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof. 8.Check if the amendment restates the Articles: The restated Articles of Incorporation supersede the original articles and all amendments thereto. IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 3rd day of December , 2010 . RRI Energy Northeast Management Company Name of Corporation [ILLEGIBLE] Signature Assistant Secretary Title [ILLEGIBLE]

9423-960 Filed is the Department of State on APR 11 1994 [ILLEGIBLE] Secretary of the Commonwealth GPU GENERATION CORPORATION 2575386 ARTICLES OF INCORPORATION I.The name of the Corporation is GPU GENERATION CORPORATION II.The location and post office address of the registered office of the Corporation in the Commonwealth of Pennsylvania is: c/o Pennsylvania Electric Company 1001 Broad Street Johnstown, Cambria County, Pennsylvania 15907 III.The purposes for which the Corporation is incorporated are as follows: A.The engaging in all lawful business for which corporations may be incorporated under the Pennsylvania Business Corporation Law of 1988, as amended. B.Without limiting the generality of the foregoing, the undertaking of responsibility for the safe operation, maintenance, repair, rehabilitation, design, construction, start-up and testing of non-nuclear electric generating stations and plants used for the production, generation, manufacture, transmission, transportation, distribution, furnishing and supply of electricity, on behalf of and by contract with the owners and/or operators of such stations and plants. IV.The Corporation is incorporated under the provisions of the Business Corporation Law of 1988. V.The term of existence of the Corporation shall be perpetual. VI.The aggregate number of shares which the Corporation shall have the authority to issue is two thousand five hundred (2,500) shares of the par value of $20.00 per share, all of which shall be designated “Common Shares”. VIIThe name and address of the sole incorporator is James R. Leva, 100 Interpace Parkway, Parsippany, New Jersey 07054. VIII.The number of directors shall not be less than three nor more than twelve. The number of directors within said minimum and maximum limits which shall constitute the Board of Directors shall be specified in the By-Laws of the Corporation. IN WITNESS WHEREOF, the Incorporator has hereunto signed these Articles of Incorporation this 6th day of April, 1994. /s/ James R. Leva James R. Leva Sole Incorporator APR 11 94 PA Dept. of State

MAY 10 1994 NOTICE NOTICE IS HEREBY GIVEN that Articles of Incorporation have been filed with the Department of State of the Commonwealth of Pennsylvania at Harrisburg, Pennsylvania, for the purpose of obtaining a Certificate of Incorporation pursuant to the provisions of the Business Corporation Law of 1988, Act of December 21, 1988, P.L. 1444, No. 177. The name of the proposed corporation is G P U GENERATION CORPORATION. The Articles of Incorporation have been filed on April 11, 1994. The purposes of which it was organized are: A.The undertaking of responsibility for the safe operation, maintenance, repair, rehabilitation, design, contraction, start-up and testing of non-nuclear electric generating stations and plants used for the production, generation, manufacture, transmission, transporation, distribution, furnishing and supply of electricity, on behalf of and by contract with the owners and/or operators of such stations and plants. B.The engaging in all other lawful business for which corporations may be incorporated under the Pennsylvania Business Corporation Law of 1988 as amended. MICHAEL J. CONNOLLY, Solicitor, GPU Service Corporation, 100 Interpace Parkway, Parsippany, New Jersey. 5-5-1t07054 County of Cambria, SS: State of Pennsylvania. D. J. Damin, being by me, the undersigned authority, duly sworn according to law, deposes and says that he is business manager of the Cambria County Legal Journal, established March 5, 1917, a legal newspaper published at Ebensburg, Pennsylvania, and that the notice, exactly as printed and published, a copy of which is hereto attached was published in said Cambria County Legal Journal in the issues of May 5th, 1994 that affiant is not interested in the subject matter of said notice or advertising and that all of the matter herein set forth as to the time, place and character of said publication are true. [ILLEGIBLE] Sworn to and subscribed before me this 5th day of May , 19 94 [ILLEGIBLE] Notary Public. NOTARIAL SEAL ANGELA DAMIN, NOTARY PUBLIC Borough of Ebensburg, County of Cambria, Pa. My Commission Expires October 12, 1996

NOTICE NOTICE IS HEREBY GIVEN that Articles of Incorporation have been filed with the Department of State of the Commonwealth of Pennsylvania at Harrisburg, Pennsylvania, for the purpose of obtaining a Certificate of Incorporation pursuant to the provisions of the Business Corporation Law of 1988, Act of December 21, 1988, P.L. 1444, No. 177. The name of the proposed corporation is GPU GENERATION CORPORATION. The Articles of Incorporation have been filed on April 11, 1994. The purposes of which it was organized are: A.The undertaking of responsibility for the safe operation, maintenance, repair, rehabilitation, design, contruction, start-up and testing of non-nuclear electric generating stations and plants used for the production, generation, manufacture, transmission, transporation, distribution, furnishing and supply of electricity, on behalf of and by contract with the owners and/or operators of such stations and plants. B.The engaging in all other lawful business for which corporations may be incorporated under the Pennsylvania Business Corporation Law of 1988 as amended. MICHAEL J. CONNOLLY, Solicitor, GPU Service Corporation, 100 Interpace Parkway, Parsippany, New Jersey. 5-5-1t07054 County of Cambria, SS: State of Pennsylvania. D. J. Damin, being by me, the undersigned authority, duly sworn according to law, deposes and says that he is business manager of the Cambria County Legal Journal, established March 5, 1917, a legal newspaper published at Ebensburg, Pennsylvania, and that the notice, exactly as printed and published, a copy of which is hereto attached was published in said Cambria County Legal Journal in the issues of May 5, 1994 that affiant is not interested in the subject matter of said notice or advertising and that all of the matter herein set forth as to the time, place and character of said publication are true. [ILLEGIBLE] Sworn to and subscribed before me this 5 day of May , 19 94 [ILLEGIBLE] Notary Public. NOTARIAL SEAL ANGELA DAMIN, NOTARY PUBLIC Borough of Ebensburg, County of Cambria, Pa. My Commission Expires October 12, 1996

NOTICE NOTICE IS HEREBY GIVEN that Articles of Incorporation have been filed with the Department of State of the Commonwealth of Pennsylvania at Harrisburg, Pennsylvania, for the purpose of obtaining a Certificate of Incorporation pursuant to the provisions of the Business Corporation Law of 1988, Act of December 21, 1988, P.L. 1444, No. 177. The name of the proposed corporation is GPU GENERATION CORPORATION. The Articles of Incorporation have been filed on April 11, 1994. The purposes of which it was organized are: A.The undertaking of responsibility for the safe operation, maintenance, repair, rehabilitation, design, contruction, start-up and testing of non-nuclear electric generating stations and plants used for the production, generation, manufacture, transmission, transporation, distribution, furnishing and supply of electricity, on behalf of and by contract with the owners and/or operators of such stations and plants. B.The engaging in all other lawful business for which corporations may be incorporated under the Pennsylvania Business Corporation Law of 1988 as amended. MICHAEL J. CONNOLLY, Solicitor, GPU Service Corporation, 100 Interpace Parkway, Parsippany, New Jersey. 5-5-1t07054 May 10 1994 Ebensburg, Pa., May 5 , 1994 Michael J. Connolly, Esq., Parsippany, N.J. To Cambria County Legal Journal, Dr. The Official Medium for Publication of Legal Notices in Cambria County Insertion of attached advertisement 1 times $ 36.30 1 Proof of Publication 2.20 $ 38.50 [ILLEGIBLE] Articles of Incorporation G P U GENERATION CORPORATION

9653-826 AUG 01 1996 Microfilm NumberFiled with the Department of State on Entity Number 2575386[ILLEGIBLE] Secretary of the Commonwealth COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU ARTICLES OF AMENDMENT DOMESTIC BUSINESS CORPORATION In compliance with the requirements of 15 Pa.C.S. § 1915 (relating to articles of amendment) the undersigned business corporation, desiring to amend its Articles, hereby states that: 1.The name of the corporation is: GPU GENERATION CORPORATION 2.The address of its current registered office in this Commonwealth is: 1001 Broad Street Johnstown, Cambria County, Pennsylvania 15907 3.The statute by or under which it was incorporated is: The Business Corporation Law of 1988, as amended 4.The date of its incorporation is: April 11, 1994 5.The amendment shall be effective as of August 1, 1996, at 5:00 p.m. 6.The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. § 1914(c). 7.The amendment, adopted by the corporation, set forth in full, is as follows: “I.The name of the Corporation is GPU GENERATION, INC.” IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 31st day of July, 1996. GPU GENERATION CORPORATION By:/s/ James R. Leva Name: James R. Leva, Chairman and Chief Executive Officer 96 AUG-1PM 12:47 AP-F:\07019\072\GPUGEN.CER [ILLEGIBLE]

COMMON WEALTH OF PENNSYLVANIA DEPARTMENT OF STATE NOVEMBER 24, 1999 TO ALL WHOM THESE PRESENTS SHALL COME, GREETING: I DO HEREBY CERTIFY THAT, SITHE NORTHEAST MANAGEMENT COMPANY is duly incorporated under the laws of the Commonwealth of Pennsylvania and remains a subsisting corporation so far as the records of this office show, as of the date herein. IN TESTIMONY WHEREOF, I have hereunto set my hand and caused the Seal of the Secretary’s Office to be affixed, the day and year above written. [ILLEGIBLE] Secretary of the Common wealth DBOH

NOV 24 1999 Microfilm NumberFiled with the Department of State on Entity Number 2575386[ILLEGIBLE] Secretary of the Commonwealth ARTICLES OF AMENDMENT - DOMESTIC BUSINESS CORPORATION In compliance with the requirements of 15 Pa.C.S. § 1915 (relating to articles of amendment), the undersigned business corporation, desiring to amend its Articles, hereby states that: 1.The name of the corporation is: GPU GENERATION, INC. 2.The (a) address of this corporation's current registered office in this Commonwealth or (b) name or its commercial re-registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department): (a)1001 Broad Street, Johnstown, Pennsylvania 15907 Dauphin Number and StreetCityState ZipCounty (b) Name of Commercial Registered Office Provider For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes. 3.The statute by or under which it was incorporated is: the Business Corporation Law of 1988, as amended 4.The date of its incorporation is April 11, 1994 5.(Check, and if appropriate complete, one of the following): The amendment shall be effective upon filing these Articles of Amendment in the Department of State. The amendment shall be effective on:at . DateHour THIS IS A TRUE COPY OF THE ORIGINAL SIGNED DOCUMENT FILED WITH THE DEPARTMENT OF STATE 70144-1 \\\DC - 67471/5 - #987784 v1

6. (Check one of the following): The amendment was adopted by the shareholders (or members) pursuant to 15 Pa.C.S. § 1914(a) and (b). The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. § 1914(c). 7. (Check, and if appropriate complete, one of the following): The amendment adopted by the corporation, set forth in full, is as follows: 1. The new name of the corporation is “Sithe Northeast Management Company” 2. The registered agent of the corporation is United Corporate Services, Inc., whose address is 3631 Front Street, Harrisburg PA 17110. The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof. IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this __day of , 1999. GPU GENERATION, INC. By: /s/ Jeffrey Tranen Name: Jeffrey Tranen Title: President 70144-1

COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE MAY 12, 2000 TO ALL WHOM THESE PRESENTS SHALL COME, GREETING: I DO HEREBY CERTIFY THAT, RELIANT ENERGY NORTHEST MANAGEMENT COMPANY is duly incorporated under the laws of the Commonwealth of Pennsylvania and remains a subsisting corporation so far as the records of this office show, as of the date herein. IN TESTIMONY WHEREOF, I have hereunto set my hand and caused the Seal of the Secretary’s Office to be affixed, the day and year above written. [ILLEGIBLE] Secretary of the Commonwealth JSOW

MAY 12 2000 [ILLEGIBLE] [ILLEGIBLE] Entity Number 2575386 [ILLEGIBLE] Secretary of the Commonwealth THIS IS A TRUE COPY OF THE ORIGINAL SIGNED DOCUMENT FILED WITH THE DEPARTMENT OF STATE ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION DSCB:15-1915 (Rev 90) In compliance with the requirements of 15 Pa.C.S. § 1915 (relating to articles of amendment), the undersigned business corporation, desiring to amend its Articles, hereby states that: 1. The name of the corporation is: Sithe Northeast Management Company 2. The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department): (a) Number and Street City State Zip County (b) c/o: United Corporate Services, Inc. Dauphin Name of Commercial Registered Office Provider County For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes. 3. The statute by or under which it was incorporated is: The Business Corporation Law of 1988, as amended 4. The date of its incorporation is: April 11, 1994 5. (Check, and if appropriate complete, one of the following): X The amendment shall be effective upon filing these Articles of Amendment in the Department of State. The amendment shall be effective on: at Date Hour 6. (Check one of the following): X The amendment was adopted by the shareholders (or members) pursuant to 15 Pa.C.S. § 1914(a) and (b). The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. § 1914(c). 7. (Check, and if appropriate complete, one of the following): The amendment adopted by the corporation, set forth in full, is as follows: X The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof. 8. (Check if the amendment restates the Articles): The restated Articles of Incorporation supersede the original Articles and all amendments thereto. HOU03:688713.2

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 12th day of May , 2000 . SITHE NORTHEAST MANAGEMENT COMPANY (Name of Corporation) BY: /s/ John H. Stout (Signature) NAME: John H. Stout TITLE: Vice President HOU03:688713.2

Articles of Amendment of Sithe Northeast Management Company Exhibit A Article I is amended to read in its entirety: “I. The name of the Corporation is “Reliant Energy Northeast Management Company”.” Article II is amended to read in its entirety: “II. The name of the commercial registered office provider of the Corporation is CT Corporation System. The registered office of CT Corporation System shall be deemed for venue and official publication purposes to be located in Cambria Country.” Article VIII is amended to read in its entirety: “VIII. The number of directors shall not be less than two nor more than twelve. The number of directors within said minimum and maximum limits which shall constitute the Board of Directors shall be specified in the Bylaws of the Corporation.” HOU03:688713.2

Entity #: 2575386 Date Filed: 05/01/2009 Effective Date: 05/02/2009 Pedro A. Cortés Secretary of the Commonwealth PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU Articles of Amendment-Domestic Corporation (15 Pa.C.S.) Business Corporation (§ 1915) Nonprofit Corporation (§ 5915) Document will be returned to the name and address you enter to the left. Corporation Service Company 978154-565 [ILLEGIBLE] Commonwealth of Pennsylvania ARTICLES OF AMENDMENT-BUSINESS 3 Page(s) Fee: $70 T0912411005 In compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its articles, hereby states that: 1. The name of the corporation is: Reliant Energy Northeast Management Company 2. The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department): (a) Number and Street City State Zip County (b) Name of Commercial Registered Office Provider County c/o Corporation Service Company Dauphin 3. The statute by or under which it was incorporated: Pennsylvania Business Corporation Law of 1988 4. The date of its incorporation: 4/11/1994 5. Check, and if appropriate complete, one of the following: The amendment shall be effective upon filing these Articles of Amendment in the Department of State. The amendment shall be effective on: 5/2/2009 at 12:01 AM Date Hour 2009 MAY - 1 PM 4:29

DSCB:15-1915/5915-2 6. Check one of the following: The amendment was adopted by the shareholders or members pursuant to 15 Pa.C.S. § 1914(a) and (b) or § 5914(a). The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. § 1914(c) or § 5914(b). 7. Check, and if appropriate, complete one of the following: The amendment adopted by the corporation, set forth in full, is as follows The name is hereby changed to RRI Energy Northeast Management Company. The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof. 8. Check if the amendment restates the Articles: The resulted Articles of Incorporation supersede the original articles and all amendments thereto. IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 30th day of April , 2009 . Reliant Energy Northeast Management Company Name of Corporation [ILLEGIBLE] Signature Assistant Secretary Title

Exhibit T3A-33

EXT 3A-33 Delaware PAGE 1 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 AMENDMENT OF “RRI ENERGY MID-ATLANTIC POWER SERVICES, INC.”, CHANGING ITS NAME FROM “RRI ENERGY MID-ATLANTIC POWER SERVICES, INC.” TO “GENON REMA SERVICES, INC.”, FILED IN THIS OFFICE ON THE THIRD DAY OF DECEMBER, A.D. 2010, AT 12:27 O’CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. [ILLEGIBLE] Jeffrey W. Bullock, Secretary of State 3055437 8100 AUTHENTICATION: 8399153 101145199 DATE: 12-03-10 You may verify this certificate online at corp.delaware.gov/authver.shtml =

State of Delaware Secretary of State Division of Corporations Delivered 12:27 PM 12/03/2010 FILED 12:27 PM 12/03/2010 SRV 101145199 - 3055437 FILE CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF RRI ENERGY MID-ATLANTIC POWER SERVICES, INC. Pursuant to Sections 242 and 228 of the General Corporation Law of the State of Delaware RRI Energy Mid-Atlantic Power Services, Inc., a Delaware corporation (hereinafter called the “Corporation”), does hereby certify as follows: FIRST: Article FIRST of the Corporation’s Certificate of Incorporation is hereby amended to read in its entirety as set forth below: FIRST: The name of the corporation is GenOn REMA Services, Inc. (hereinafter the “Corporation”). SECOND: The foregoing amendment was duly adopted in accordance with Sections 242 and 228 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly executed in its corporate name this 3rd day of December, 2010. RRI ENERGY MID-ATLANTIC POWER SERVICES, INC. By: /s/ Allison Cunningham Name: Allison Cunningham Title: Assistant Secretary [ILLEGIBLE]

State of Delaware PAGE 1 Office of the Secretary of State I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “SITHE MID-ATLANTIC POWER SERVICES, INC.”, FILED IN THIS OFFICE ON THE ELEVENTH DAY OF JUNE, A.D. 1999, AT 9 O’CLOCK A.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS. /s/ Edward J. Freel Edward J. Freel, Secretary of State 3055437 8100 AUTHENTICATION: 9801344 991236934 DATE: 06-14-99

STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 06/11/1999 991236934 - 3055437 CERTIFICATE OF INCORPORATION OF SITHE MID-ATLANTIC POWER SERVICES, INC. The undersigned, being of legal age, in order to form a corporation under and pursuant to the laws of the State of Delaware, does hereby set forth as follows: FIRST: The name of the corporation is: SITHE MID-ATLANTIC POWER SERVICES, INC. SECOND: The address of the initial registered and principal office of this corporation in this state is c/o United Corporate Services, Inc., 15 East North Street, in the City of Dover, County of Kent, State of Delaware 19901 and the name of the registered agent at said address is United Corporate Services, Inc. THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the corporation laws of the State of Delaware. FOURTH: The corporation shall be authorized to issue the following shares: Class Number of Shares Par Value COMMON 1,500 $.01 FIFTH: The name and address of the incorporator are as follows: NAME ADDRESS Michael A. Barr 10 Bank Street White Plains, New York 10606

SIXTH: The following provisions are inserted for the management of the business and for the conduct of the affairs of the corporation, and for further definition, limitation and regulation of the powers of the corporation and of its directors and stockholders: (1) The number of directors of the corporation shall be such as from time to time shall be fixed by, or in the manner provided in the by-laws. Election of directors need not be by ballot unless the By-Laws so provide. (2) The Board of Directors shall have power without the assent or vote of the stockholders: (a) To make, alter, amend, change, add to or repeal the By-Laws of the corporation; to fix and vary the amount to be reserved for any proper purpose; to authorize and cause to be executed mortgages and liens upon all or any part of the property of the corporation; to determine the use and disposition of any surplus or net profits; and to fix the times for the declaration and payment of dividends. (b) To determine from time to time whether, and to what times and places, and under what conditions the accounts and books of the corporation (other than the stock ledger) or any of them, shall be open to the inspection of the stockholders. (3) The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders, at any meeting of the stockholders called for the purpose of considering any such act or contract, or through a written consent in lieu of a meeting in accordance with the requirements of the General Corporation Law of Delaware as amended from time to time, and any contract or act that shall be so approved or be so ratified by the vote of the holders of a majority of the stock of the corporation which is represented in person or by proxy at such meeting, (or by written consent whether received directly or through a proxy) and entitled to vote thereon (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and as binding upon the corporation and upon all the stockholders as though it had been approved, ratified, or consented to by every stockholder of the corporation, whether or not the contract or act would otherwise be open to legal attack because of directors’ interest, or for any other reason. (4) In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the corporation; subject, nevertheless, to the provisions of the statutes of Delaware, of this certificate, and to any by-laws from time to time made by the stockholders; provided, however, that no by-laws so made shall invalidate any prior act of the directors, which would have been valid if such by-law had not been made.

SEVENTH: No director shall be liable to the corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except with respect to (1) a breach of the director’s duty of loyalty to the corporation or its stockholders, (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) liability under Section 174 of the Delaware General Corporation Law or (4) a transaction from which the director derived an improper personal benefit, it being the intention of the foregoing provision to eliminate the liability of the corporation’s directors to the corporation or its stockholders to the fullest extent permitted by Section 102(b) (7) of the Delaware General Corporation Law, as amended from time to time. The corporation shall indemnify to the fullest extent permitted by Sections 102(b) (7) and 145 of the Delaware General Corporation Law, as amended from time to time, each person that such Sections grant the corporation the power to indemnify. EIGHTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware, may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths (3/4) in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

NINTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors, and officers are subject to this reserved power. IN WITNESS WHEREOF, the undersigned hereby executes this document and affirms that the facts set forth herein are true under the penalties of perjury this eleventh day of June, 1999. S/MICHAEL A. BARR Michael A. Barr, Incorporator

Delaware PAGE 1 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 AMENDMENT OF “RELIANT ENERGY MID-ATLANTIC POWER SERVICES, INC.”, CHANGING ITS NAME FROM “RELIANT ENERGY MID-ATLANTIC POWER SERVICES, INC.” TO “RRI ENERGY MID-ATLANTIC POWER SERVICES, INC.”, FILED IN THIS OFFICE ON THE FIRST DAY OF MAY, A.D. 2009, AT 9:08 O’CLOCK A.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF AMENDMENT IS THE SECOND DAY OF MAY, A.D. 2009, AT 12:01 O’CLOCK A.M. /s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State 3055437 8100 AUTHENTICATION: 7277143 090418075 DATE: 05-01-09 You may verify this certificate online at corp.delaware.gov/authver.shtml

State of Delaware Secretary of State Division or Corporations Delivered 10:00 AM 05/01/2009 FILED 09:08 AM 05/01/2009 SRV 090418075 - 3055437 FILE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF Reliant Energy Mid-Atlantic Power Services, Inc. It is hereby certified that: 1. The name of the corporation (hereinafter called the “corporation”) is Reliant Energy Mid-Atlantic Power Services, Inc. 2. The certificate of incorporation of the corporation is hereby amended by striking out Article FIRST thereof and by substituting in lieu of said Article the following new Article: FIRST: The name of the corporation (hereinafter called the “corporation”) is RRI Energy Mid-Atlantic Power Services, Inc. 3. The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. 4. The effective date and time of this filing is May 2, 2009, 12:01 A.M. EST. /s/ Allison B. Cunningham Authorized Officer Allison B. Cunningham DE BC D-CERTIFlCATE OF AMENDMENT-AFTER PAYMENT 01/98-1 (#10)

State of Delaware PAGE 1 Office of the Secretary of State I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “SITHE MID-ATLANTIC POWER SERVICES, INC.”, CHANGING ITS NAME FROM “SITHE MID-ATLANTIC POWER SERVICES, INC.” TO “RELIANT ENERGY MID-ATLANTIC POWER SERVICES, INC.”, FILED IN THIS OFFICE ON THE TWELFTH DAY OF MAY, A.D. 2000, AT 3 O’CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS. /s/ Edward J. Freel Edward J. Freel, Secretary of State 3055437 8100 AUTHENTICATION: 0437984 001245605 DATE: 05-15-00

CERTIFICATE OF AMENDMENT to the CERTIFICATE OF INCORPORATION of SITHE MID-ATLANTIC POWER SERVICES, INC. Sithe Mid-Atlantic Power Services, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby adopts this Certificate of Amendment (this “Certificate of Amendment”), which amends its Certificate of Incorporation (the “Certificate of Incorporation”), as described below, and does hereby certify that: 1. The Board of Directors of the Corporation duly adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Corporation: RESOLVED, that the FIRST Article of the Certificate of Incorporation be amended to read in its entirety as follows: “FIRST: The name of the corporation is: Reliant Energy Mid-Atlantic Power Services, Inc.” 2. In lieu of a meeting and vote of stockholders, the sole stockholder of the Corporation has given its written consent to such amendment in accordance with the provisions of Section 228 of the DGCL, and said written consent was filed with the Corporation. 3. Such amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the DGCL. 4. The capital of the Corporation will not be reduced under or by reason of such amendment. HOU03:689807.1

IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed this 12th day of May, 2000. SITHE MID-ATLANTIC POWER SERVICES, INC. By: /s/ John H. Stout Name: John H. Stout Title: Vice President HOU03:689807.1

Exhibit 99.1

Subsidiaries of NRG Energy, Inc.

Name of Entity
3279405 Nova Scotia Company
3283764 Nova Scotia Company
7549709 Canada Inc.
7644868 Canada Inc.
7711565 Canada Inc.
AC Solar Holdings LLC
Ace Energy, Inc.
Adams Community Solar Garden I LLC
Adams Community Solar Garden II LLC
Adams Community Solar Garden III LLC
Adams Community Solar Gardens LLC
Agua Caliente Borrower 1 LLC
Agua Caliente Borrower 2 LLC
Agua Caliente Solar Holdings LLC
Agua Caliente Solar, LLC
Allied Home Warranty GP LLC
Allied Warranty LLC
Alta Interconnection Management II, LLC
Alta Interconnection Management III, LLC
Alta Interconnection Management, LLC
Alta Realty Holdings, LLC
Alta Realty Investments, LLC
Alta Vista SunTower, LLC
Alta Wind 1-5 Holding Company, LLC
Alta Wind Asset Management Holdings, LLC
Alta Wind Asset Management, LLC
Alta Wind Company, LLC
Alta Wind Holdings, LLC
Alta Wind I Holding Company, LLC
Alta Wind I, LLC
Alta Wind II Holding Company, LLC
Alta Wind II, LLC
Alta Wind III Holding Company, LLC
Alta Wind III, LLC
Alta Wind IV Holding Company, LLC
Alta Wind IV, LLC
Alta Wind V Holding Company, LLC
Alta Wind V, LLC
Alta Wind X Holding Company, LLC
Alta Wind X, LLC
Alta Wind X-XI TE Holdco LLC
Alta Wind XI Holding Company, LLC

Alta Wind XI, LLC
Arapahoe Community Solar Garden I LLC
Arthur Kill Gas Turbines LLC
Arthur Kill Power LLC
Astoria Gas Turbine Power LLC
Avenal Park LLC
Avenal Solar Holdings LLC
Bashaw Solar 1, LLC
Bayou Cove Peaking Power, LLC
Beheer-en Beleggingsmaatschappij Plogema B.V.
Belter Holdco LLC
Berrians I Gas Turbine Power LLC
BETM de México, S. de R.L. de C.V.
BETM MX US LLC
BidURenergy, Inc.
Big Cajun I Peaking Power LLC
Big Cajun II Unit 4 LLC
Big Lake Holdco LLC
Black Cat Road Solar, LLC
Bluestone Solar, LLC
Bluewater Wind Delaware LLC
Bluewater Wind Maryland LLC
Bluewater Wind New Jersey Energy LLC
Boquillas Wind, LLC
Boston Energy Trading and Marketing LLC
Broken Bow Wind, LLC
Brook Street Solar 1, LLC
Buckthorn Holdings, LLC
Buckthorn Renewables, LLC
Buckthorn Solar Portfolio, LLC
Buckthorn Westex, LLC
Buckthom Wind Class B Holdco LLC
Buckthom Wind Pledgor LLC
Buckthorn Wind Project, LLC
Buckthom Wind Tax Equity Holdco LLC
Buffalo Bear, LLC
Bullock Road Solar 1, LLC
BWC Swan Pond River, LLC
Cabrillo Power I LLC
Cabrillo Power II LLC
California Jupiter, LLC
Camino Energy, LLC
Canal West LLC
Capistrano Wind Holdings, Inc.

Capistrano Wind II, LLC
Capistrano Wind Partners, LLC
Capistrano Wind, LLC
Carbon Management Solutions LLC
Caresale Services Limited
Carlsbad Energy Center LLC
Carlsbad Energy Holdings LLC
Cedro Hill Wind LLC
Center St Solar 1, LLC
Chester Energy, LLC
Chickahominy River Energy Corp.
Chisago Holdco LLC
Cirro Energy Services, Inc.
Cirro Group, Inc.
Citizens Power Holdings One, LLC
CJ Solar 2, LLC
Clear View Acres Wind Farm, LLC
Colorado Shared Solar I LLC
Colorado Springs Solar Garden LLC
Commonwealth Atlantic Power LLC
Conemaugh Power LLC
Connecticut Jet Power LLC
Continental Energy, 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
Crofton Bluffs Wind, LLC
Crosswind Transmission, LLC
CVSR Holdco LLC
Cy-Hawk Wind Energy, LLC
Daggett Solar Power 1 LLC
Daggett Solar Power 2 LLC
Daggett Solar Power 3 LLC
Delaware Power Development LLC
Denver Community Solar Garden I LLC
Denver Community Solar Garden II LLC
Desert Sunlight 250, LLC
Desert Sunlight 300, LLC
Desert Sunlight Holdings LLC
Desert Sunlight Investment Holdings, LLC
Devon Power LLC

Dodge Holdco LLC
Doga Enerji Uretim Sanayi ve Ticaret Limited Sirketi
Doga Isi Satis Hizmetleri Ticaret Limited Sirketi
Doga Isletme ve Bakim Ticaret Limited Sirketi
Dunkirk Gas Corporation
Dunkirk Power LLC
Eagle View Acres Wind Farm, LLC
Eastern Sierra Energy Company LLC
Ecokap Power LLC
EHI Development Fund, LLC
El Mirage Energy, LLC
El Segundo Energy Center II LLC
El Segundo Energy Center LLC
El Segundo Power II LLC
El Segundo Power, LLC
Elbow Creek Wind Project LLC
Elk Lake Wind Farm, LLC
Elkhorn Ridge Wind II, LLC
Elkhorn Ridge Wind, LLC
EME Eastern Holdings, LLC
EME Investments II, LLC
EME Investments, LLC
EME Southwest Power, LLC
EME UK International, LLC
Energy Alternatives Wholesale, LLC
Energy Choice Solutions LLC
Energy Plus Holdings LLC
Energy Plus Natural Gas LLC
Energy Protection Insurance Company
Enterprise Solar, LLC
ENVIA Energy Oklahoma City, LLC
Escalante Solar I, LLC
Escalante Solar II, LLC
Escalante Solar III, LLC
ETCAP NES CS MN 02 LLC
eV2g LLC
Everything Energy LLC
EVgo Services LLC
Farmington Holdco LLC
Federal Road Solar 1, LLC
Fogarty Solar, LLC
Forest Lake Holdco LLC
Forward Home Security, LLC
Forward WindPower LLC

Four Brothers Capital, LLC
Four Brothers Holdings, LLC
Four Brothers Portfolio, LLC
Four Brothers Solar, LLC
Frontenac Holdco LLC
FUSD Energy, LLC
GCE Holding LLC
GCP Funding Company, LLC
GenConn Devon LLC
GenConn Energy LLC
GenConn Middletown LLC
Geostellar, Inc.
Gladstone Power Station Joint Venture
Goal Zero Europe GmbH
Goal Zero LLC
Goat Wind, LLC
Granite II Holding, LLC
Granite Mountain Capital, LLC
Granite Mountain Holdings, LLC
Granite Mountain Renewables, LLC
Granite Mountain Solar East, LLC
Granite Mountain Solar West, LLC
Granite Power Partners II, L.P.
Green Mountain Energy Company
Green Mountain Energy Sun Club
Green Prairie Energy, LLC
Greenmountain Wind, LLC
Gregory Partners, LLC
Gregory Power Partners LLC
Groen Wind, LLC
Hanover Energy Company
Hardin Hilltop Wind, LLC
Hardin Wind Energy, LLC
High Plains Ranch II, LLC
Highland Township Wind Farm, LLC
HLE Solar Holdings, LLC
HSD Solar Holdings, LLC
Huntley IGCC LLC
Huntley Power LLC
Hwy 14 Holdco LLC
Independence Energy Alliance LLC
Independence Energy Group LLC
Independence Energy Natural Gas LLC
Indian River Operations Inc.

Indian River Power LLC
Intellastar LLC
Iron Springs Capital, LLC
Iron Springs Holdings, LLC
Iron Springs Renewables, LLC
Iron Springs Solar, LLC
Ivanpah Master Holdings, LLC
Ivanpah Project I Holdings, LLC
Ivanpah Project II Holdings, LLC
Ivanpah Project III Holdings, LLC
James River Power LLC
Kaufman Cogen LP
Kawailoa Renewables, LLC
Kawailoa Solar Holdings, LLC
Kawailoa Solar, LLC
Kawailoa Solar Portfolio, LLC
Keystone Power LLC
Langford Wind Power, LLC
Lanikuhana Solar, LLC
Laredo Ridge Wind, LLC
Lenape II Solar LLC
Lindberg Field Solar 1, LLC
Lindberg Field Solar 2, LLC
Long Beach Generation LLC
Long Beach Peakers LLC
Long Beach Power LLC
Longhorn Energy, LLC
Lookout WindPower LLC
Louisiana Generating LLC
LSP-Nelson Energy, LLC
Maplekey UK Finance Limited
Maplekey UK Limited
Mapleton Solar LLC
MC1 Solar Farm, LLC
MCM Energy Ventures, Inc.
MEC Esenyurt B.V.
MEC San Pascual B.V.
Meriden Gas Turbines LLC
Middletown Power LLC
Midway-Sunset Cogeneration Company
Midwest Finance Company, LLC
Midwest Generation EME, LLC
Midwest Generation Holdings I, LLC
Midwest Generation Holdings II, LLC

Midwest Generation Holdings Limited
Midwest Generation Procurement Services, LLC
Midwest Generation, LLC
Midwest Peaker Holdings, LLC
Mililani Land Holdings, LLC
Minisink Solar 1, LLC
Minisink Solar 2, LLC
Mirant New York Services, LLC
Mirant Power Purchase, LLC
Mirant Trust I
Mirant Wrightsville Investments, Inc.
Mirant Wrightsville Management, Inc.
Mission Bingham Lake Wind, LLC
Mission Del Cielo, LLC
Mission del Sol, LLC
Mission Energy Construction Services, LLC
Mission Energy Holdings International, LLC
Mission Energy Wales, LLC
Mission Funding Zeta, LLC
Mission Iowa Wind, LLC
Mission Midway-Sunset Holdings, LLC
Mission Midwest Coal, LLC
Mission Minnesota Wind II, LLC
Mission Minnesota Wind, LLC
Mission Watson Holdings, LLC
Mission Wind Boquillas, LLC
Mission Wind Broken Bow, LLC
Mission Wind Cedro, LLC
Mission Wind Crofton Bluffs, LLC
Mission Wind Laredo, LLC
Mission Wind New Mexico II, LLC
Mission Wind New Mexico, LLC
Mission Wind Oklahoma, LLC
Mission Wind Owaissa, LLC
Mission Wind PA One, LLC
Mission Wind PA Three, LLC
Mission Wind PA Two, LLC
Mission Wind Pennsylvania, LLC
Mission Wind Pinnacle, LLC
Mission Wind Utah, LLC
Mission Wind Wyoming, LLC
Monster Energy, LLC
Montevideo Solar LLC
Montville IGCC LLC

Montville Power LLC
Mount Hope Solar 1, LLC
Mount Hope Solar 2, LLC
Mountain Wind Power II LLC
Mountain Wind Power, LLC
Natural Gas Repowering LLC
NEO Chester-Gen LLC
NEO Corporation
New Genco GP, LLC
New Jersey Power Development LLC
NGRID Solar 1, LLC
NINA Construction LLC
NINA Investments Holdings LLC
NINA Modularization LLC
NINA Nuclear Training LLC
NINA Steel Investments LLC
NINA Texas 3 LLC
NINA Texas 4 LLC
Northfield Holdco LLC
Norwalk Power LLC
NRG & EFS Distributed Solar 2 LLC
NRG & EFS Distributed Solar LLC
NRG 2011 Finance Holdco LLC
NRG Acquisition Holdings Inc.
NRG Advisory Services LLC
NRG Affiliate Services Inc.
NRG Alexandria LLC
NRG Alta Vista LLC
NRG Apple I LLC
NRG Arroyo Nogales LLC
NRG Arthur Kill Operations Inc.
NRG Asia-Pacific, Ltd.
NRG Asset Services LLC
NRG Astoria Gas Turbine Operations Inc.
NRG Astoria Power LLC
NRG Audrain Generating LLC
NRG Audrain Holding LLC
NRG Bayou Cove LLC
NRG Berrians East Development LLC
NRG Bluewater Holdings LLC
NRG Bluewater Wind Massachusetts LLC
NRG Bourbonnais Equipment LLC
NRG Bourbonnais LLC
NRG Brazoria Energy LLC

NRG Brazos Valley GP LLC
NRG Brazos Valley LP LLC
NRG Business Services LLC
NRG CA Fund LLC
NRG Cabrillo Power Operations Inc.
NRG Cadillac Inc.
NRG Cadillac Operations Inc.
NRG California Peaker Operations LLC
NRG Canal 3 Development LLC
NRG Capital II LLC
NRG Carbon 360 LLC
NRG Cedar Bayou Development Company, LLC
NRG Chalk Point LLC
NRG Chestnut Borrower LLC
NRG Chestnut Class B LLC
NRG Chestnut Fund LLC
NRG Chestnut Fund Sub LLC
NRG Chestnut NYGB LLC
NRG Chino MCK LLC
NRG CleanTech Investments LLC
NRG Coal Development Company LLC
NRG ComLease LLC
NRG Common Stock Finance I LLC
NRG Common Stock Finance II LLC
NRG Community Host LLC
NRG Community Solar LLC
NRG Connected Home LLC
NRG Connecticut Affiliate Services Inc.
NRG Connecticut Peaking Development LLC
NRG Construction LLC
NRG Curtailment Solutions, Inc.
NRG Curtailment Solutions Canada, Inc.
NRG Development Company Inc.
NRG Devon Operations Inc.
NRG DG Berkeley Rec LLC
NRG DG Berkeley Village LLC
NRG DG Central East LLC
NRG DG Central West LLC
NRG DG Contra Costa Operations LLC
NRG DG Contra Costa Waste LLC
NRG DG Crystal Spring LLC
NRG DG Development LLC
NRG DG Dighton LLC
NRG DG Foxborough Elm LLC

NRG DG Foxborough Landfill LLC
NRG DG Grantland LLC
NRG DG Haverhill LLC
NRG DG Imperial Admin LLC
NRG DG Imperial Building LLC
NRG DG Lakeland LLC
NRG DG Lathrop Louise LLC
NRG DG Lincoln Middle LLC
NRG DG Marathon LLC
NRG DG Rosedale Elementary LLC
NRG DG Rosedale Middle LLC
NRG DG San Joaquin LLC
NRG DG Solar Louisiana LLC
NRG DG Tufts Knoll LLC
NRG DG Tufts Science LLC
NRG DG Washington Middle LLC
NRG DG Webster LLC
NRG dGen Advisory Services LLC
NRG DGPV 1 LLC
NRG DGPV 2 LLC
NRG DGPV 3 LLC
NRG DGPV 4 Borrower LLC
NRG DGPV 4 LLC
NRG DGPV Fund 1 LLC
NRG DGPV Fund 2 HoldCo A LLC
NRG DGPV Fund 2 HoldCo B LLC
NRG DGPV Fund 2 LLC
NRG DGPV Fund 4 LLC
NRG DGPV Fund 4 Sub LLC
NRG DGPV Holdco 1 LLC
NRG DGPV HoldCo 2 LLC
NRG DGPV HoldCo 3 LLC
NRG DG Solar Louisiana LLC
NRG Dispatch Services LLC
NRG Distributed Energy Resources Holdings LLC
NRG Distributed Generation PR LLC
NRG Dunkirk Operations Inc.
NRG ECOKAP Holdings LLC
NRG El Segundo Operations Inc.
NRG Electricity Sales Princeton LLC
NRG Elkhorn Holdings LLC
NRG Energy Center Dover LLC
NRG Energy Center Eagles LLC
NRG Energy Center Harrisburg LLC

NRG Energy Center HCEC LLC
NRG Energy Center Minneapolis LLC
NRG Energy Center Omaha Holdings LLC
NRG Energy Center Omaha LLC
NRG Energy Center Oxnard LLC
NRG Energy Center Paxton LLC
NRG Energy Center Phoenix LLC
NRG Energy Center Pittsburgh LLC
NRG Energy Center Princeton LLC
NRG Energy Center San Diego LLC
NRG Energy Center San Francisco LLC
NRG Energy Center Smyrna LLC
NRG Energy Center Tucson LLC
NRG Energy Efficiency-L LLC
NRG Energy Fuel LLC
NRG Energy Fuel Services LLC
NRG Energy Gas & Wind Holdings, Inc.
NRG Energy Holdings II, Inc.
NRG Energy Holdings Inc.
NRG Energy Labor Services LLC
NRG Energy Petroleum LLC
NRG Energy Services Group LLC
NRG Energy Services International Inc.
NRG Energy Services LLC
NRG Equipment Company LLC
NRG ESA Joint Development LLC
NRG First Power Holdings I
NRG First Power Holdings II
NRG Fuel Cell CA1 LLC
NRG Fuel Resources LLC
NRG Fuel Transportation LLC
NRG Gas Development Company, LLC
NRG Generation Holdings, Inc.
NRG Gladstone Operating Services Pty Ltd
NRG Golden Puma Fund LLC
NRG Golden Puma Revolve LLC
NRG Granite Acquisition LLC
NRG Greenco Holdings LLC
NRG Greenco LLC
NRG GTL Holdings LLC
NRG Harrisburg Cooling LLC
NRG Holding Leasing Vehicle 7 LLC
NRG Home & Business Solutions LLC
NRG Home Services LLC

NRG Home Solutions LLC
NRG Home Solutions Product LLC
NRG Homer City Services LLC
NRG HQ DG LLC
NRG Huntington Beach LLC
NRG Huntley Operations Inc.
NRG Identity Protect LLC
NRG Ilion Limited Partnership
NRG Ilion LP LLC
NRG Independence Solar LLC
NRG International II Inc.
NRG International III Inc.
NRG International LLC
NRG Kaufman LLC
NRG Latin America Inc.
NRG Lease Co, LLC
NRG Lease Development LLC
NRG Limestone 3, LLC
NRG MA Community LLC
NRG Maintenance Services LLC
NRG Marsh Landing Holdings LLC
NRG Marsh Landing LLC
NRG Mesquite LLC
NRG Mextrans Inc.
NRG MidAtlantic Affiliate Services Inc.
NRG MidCon Development LLC
NRG Middletown Operations Inc.
NRG Midwest Holdings LLC
NRG Midwest II LLC
NRG MN Community LLC
NRG Montville Operations Inc.
NRG NE Development LLC
NRG Nelson Turbines LLC
NRG NewGen LLC
NRG New Roads Holdings LLC
NRG North Central Operations Inc.
NRG Northeast Affiliate Services Inc.
NRG Norwalk Harbor Operations Inc.
NRG NY Community LLC
NRG Oahu Solar Holdings, LLC
NRG Oahu Solar, LLC
NRG Ohio Pipeline Company LLC
NRG Operating Services, Inc.
NRG Oswego Harbor Power Operations Inc.

NRG PacGen Inc.
NRG PC Dinuba LLC
NRG Peaker Finance Company LLC
NRG Pennsylvania Pipeline Company LLC
NRG Portable Power LLC
NRG Potrero Development LLC
NRG Power Marketing LLC
NRG Procurement Company LLC
NRG Project Company LLC
NRG Puma Class B LLC
NRG Reliability Solutions LLC
NRG Renew 365 LLC
NRG Renew 366 LLC
NRG Renew Africa Proprietary Limited
NRG Renew Canal 1 LLC
NRG Renew DG Holdings LLC
NRG Renew GB LLC
NRG Renew Investments (PTY) Ltd.
NRG Renew KP 2 LLC
NRG Renew KP LLC
NRG Renew LLC
NRG Renew Operation & Maintenance LLC
NRG Renew Spark 2 LLC
NRG Renewables LLC
NRG Renter’s Protection LLC
NRG Repowering Holdings LLC
NRG Residential Solar Solutions Leasing II LLC
NRG Residential Solar Solutions LLC
NRG Retail Charitable Foundation
NRG Retail LLC
NRG Retail Northeast LLC
NRG Revolve LLC
NRG Robin MCK LLC
NRG Rockford Acquisition LLC
NRG Rockford Equipment II LLC
NRG Rockford Equipment LLC
NRG RPV 1 LLC
NRG RPV 2 LLC
NRG RPV Fund 11 LLC
NRG RPV Fund 12 LLC
NRG RPV Fund 13 LLC
NRG RPV HoldCo 1 LLC
NRG Runway Holdings LLC
NRG Saguaro Operations Inc.

NRG Security LLC
NRG Services Corporation
NRG Sherbino LLC
NRG SimplySmart Solutions LLC
NRG Solar Alpine LLC
NRG Solar Apple LLC
NRG Solar Arrowhead LLC
NRG Solar Asset Management LLC
NRG Solar AV Holdco LLC
NRG Solar Avra Valley LLC
NRG Solar Big Break LLC
NRG Solar Blythe II LLC
NRG Solar Blythe LLC
NRG Solar Borrego Holdco LLC
NRG Solar Borrego I LLC
NRG Solar Community 1 LLC
NRG Solar Community Holdco LLC
NRG Solar CSD LLC
NRG Solar CVSR Holdings 2 LLC
NRG Solar CVSR Holdings LLC
NRG Solar Dandan LLC
NRG Solar Desert Center II LLC
NRG Solar Desert Center LLC
NRG Solar DG LLC
NRG Solar GC LLC
NRG Solar Guam LLC
NRG Solar Hagerstown LLC
NRG Solar Iguana LLC
NRG Solar Ivanpah LLC
NRG Solar Kansas South Holdings LLC
NRG Solar Kansas South LLC
NRG Solar Las Vegas MB 1 LLC
NRG Solar Las Vegas MB 2 LLC
NRG Solar Mayfair LLC
NRG Solar Mule LLC
NRG Solar Oasis LLC
NRG Solar Pittsburg LLC
NRG Solar PV LLC
NRG Solar Ring LLC
NRG Solar Roadrunner Holdings LLC
NRG Solar Roadrunner LLC
NRG Solar SC Stadium LLC
NRG Solar Star LLC
NRG Solar Sunora LLC

NRG Solar Sunrise LLC
NRG Solar Tabernacle LLC
NRG Solar Ventures LLC
NRG Solar Vienna LLC
NRG Solar Warren LLC
NRG Solar Wauwinet LLC
NRG Solar West Shaft LLC
NRG South Central Affiliate Services Inc.
NRG South Central Generating LLC
NRG South Central Operations Inc.
NRG South Texas LP
NRG South Trent Holdings LLC
NRG Sterlington Power LLC
NRG Storage on Demand NY LLC
NRG SunCap Leasing I LLC
NRG Telogia Power LLC
NRG Texas C&I Supply LLC
NRG Texas Gregory LLC
NRG Texas Holding Inc.
NRG Texas LLC
NRG Texas Power LLC
NRG Texas Retail LLC
NRG Thermal LLC
NRG Thermal Solar LLC
NRG Trading Advisors LLC
NRG Transmission Holdings LLC
NRG ULC Parent, Inc.
NRG Victoria I Pty Ltd
NRG Waiawa Solar, LLC
NRG Walnut Creek II, LLC
NRG Walnut Creek, LLC
NRG Warranty Services LLC
NRG West Coast LLC
NRG West Holdings LLC
NRG Western Affiliate Services Inc.
NRG Wind Development Company, LLC
NRG Wind Force LLC
NRG Wind LLC
NRG Wind TE Holdco LLC
NRG Yield DGPV Holding LLC
NRG Yield LLC
NRG Yield AC Solar Holdings LLC
NRG Yield CVSR Holdings LLC
NRG Yield Operating LLC

NRG Yield RPV Holding LLC
NRG Yield, Inc.
NRG Yield Utah Solar Holdings LLC
NRGenerating German Holdings GmbH
NRGenerating International B.V.
NRGenerating Luxembourg (No. 1) S.a.r.l.
NRGenerating Luxembourg (No. 2) S.a.r.l.
NS Smith, LLC
Nuclear Innovation North America Investments LLC
Nuclear Innovation North America LLC
NYLD Fuel Cell Holdings LLC
Oahu Renewables, LLC
O’Brien Cogeneration, Inc. II
OC Solar 2010, LLC
Odin Wind Farm LLC
Old Westminster Solar 1, LLC
Old Westminster Solar 2, LLC
One Block Off The Grid, Inc.
ONSITE Energy, Inc.
Osakis Solar LLC
Oswego Harbor Power LLC
OWF Eight, LLC
OWF Five, LLC
OWF Four, LLC
OWF One, LLC
OWF Seven, LLC
OWF Six, LLC
OWF Three, LLC
OWF Two, LLC
Pacific Generation Company
Palo Alto County Wind Farm, LLC
Patriot Wind Class B LLC
Patriot Wind Farm, LLC
Patriot Wind Holdings LLC
Patriot Wind Seller LLC
Patriot Wind TE Holdco LLC
PESD Energy, LLC
Petra Nova CCS I LLC
Petra Nova Holdings LLC
Petra Nova LLC
Petra Nova Parish Holdings LLC
Petra Nova Power I LLC
Pikes Peak Solar Garden I LLC
Pine Island Holdco LLC

Pinnacle Wind, LLC
PM Solar Holdings, LLC
Pond Road Solar, LLC
Portfolio Solar I, LLC
Poverty Ridge Wind, LLC
Pure Energies Group ULC
Pure Energies Installation Inc.
Pure Energies Solar Services Inc.
Pure Group, Inc.
Rattlesnake Flat, LLC
RDI Consulting, LLC
Redbrook Solar 1, LLC
Reliant Energy Northeast LLC
Reliant Energy Power Supply, LLC
Reliant Energy Retail Holdings, LLC
Reliant Energy Retail Services, LLC
Renew IL Community LLC
Renew Solar ABC Sacramento LLC
Renew Solar VMC LLC
Renewables Construction LLC
RERH Holdings, LLC
Restoration Design LLC
Roof Diagnostics Solar and Electric LLC
Roof Diagnostics Solar and Electric of Connecticut, LLC
Roof Diagnostics Solar and Electric of NY, LLC
Roof Diagnostics Solar Holdings LLC
Roof Diagnostics Solar of Mass., LLC
Rosamond Renewables, LLC
Rosamond Solar Holdings, LLC
Rosamond Solar Portfolio, LLC
RRI Energy Channelview, LLC
Saguaro Power Company, a Limited Partnership
Saguaro Power LLC
San Gabriel Energy, LLC
San Joaquin Energy, LLC
San Juan Energy, LLC
San Juan Mesa Investments, LLC
San Juan Mesa Wind Project, LLC
San Pascual Cogeneration Company International B.V.
Sand Drag LLC
Sand Solar, LLC
SCDA Solar 1, LLC
SCWFD Energy, LLC
Sherbino I Wind Farm LLC

Silver Lake Acres Wind Farm, LLC
SJA Solar LLC
Sleeping Bear, LLC
Solar Flagstaff One LLC
Solar Partners I, LLC
Solar Partners II, LLC
Solar Partners VIII, LLC
Solar Power Partners, Inc.
Solar Pure Energies ULC
Somerset Operations Inc.
Somerset Power LLC
Somerset Wind, LLC
South Texas Wind, LLC
South Trent Wind LLC
Spanish Fork Wind Park 2, LLC
Spanish Town Estate Solar 1 LLC
SPP AMCo, LLC
SPP Asset Holdings, LLC
SPP Fund II Holdings, LLC
SPP Fund II, LLC
SPP Fund II-B, LLC
SPP Fund III, LLC
SPP Galaxy, Inc.
SPP Lease Holdings, LLC
SPP P-IV Master Lessee, LLC
Spring Canyon Energy II LLC
Spring Canyon Energy III LLC
Spring Canyon Expansion Class B Holdings LLC
Spring Canyon Expansion Holdings LLC
Spring Canyon Expansion LLC
Spring Canyon Interconnection LLC
Spring Street Solar 1, LLC
Stafford St Solar 1, LLC
Stafford St Solar 2, LLC
Stafford St Solar 3, LLC
Station A LLC
Statoil Energy Power/Pennsylvania, Inc.
Steel Bridge Solar, LLC
Sun City Project LLC
Sunora Energy Construction Holdings LLC
Sunora Energy PR LLC
Sunora Energy Solutions Holdings LLC
Sunora Energy Solutions I LLC
Sunora PA Construction Services LLC

Sunrise Power Company, LLC
Sunrise View Wind Farm, LLC
Sunset View Wind Farm, LLC
Sunshine State Power (No. 2) B.V.
Sunshine State Power B.V.
Sutton Wind Energy, LLC
TA- High Desert, LLC
Tacoma Energy Recovery Company
Taloga Wind II, LLC
Taloga Wind, L.L.C.
Tapestry Wind, LLC
TCV Pipeline, LLC
Texas Coastal Ventures, LLC
Texas Genco GP, LLC
Texas Genco Holdings, Inc.
Texas Genco LP, LLC
Texas Genco Services, LP
Topeka Solar 1, LLC
TOS Solar 1, LLC
TOS Solar 2, LLC
TOS Solar 4, LLC
TOS Solar 5, LLC
Tower of Power, LLC
Tully Farms Solar 1, LLC
UB Fuel Cell, LLC
US Retailers LLC
Vail Energy, LLC
Valle Del Sol Energy, LLC
Vienna Operations Inc.
Vienna Power LLC
Viento Funding II, LLC
Viento Funding, LLC
Virgin Lake Wind Farm, LLC
Wabasha Holdco LLC
Waipio Land Holdings, LLC
Waipio PV, LLC
Walnut Creek Energy, LLC
Waterford Holdco LLC
Watson Cogeneration Company
WCEP Holdings, LLC
WCP (Generation) Holdings LLC
Webster Holdco LLC
Welawela Land Holdings, LLC
Welawela Solar Holdings, LLC

Welawela Solar, LLC
West Coast Power LLC
West Transmission One, LLC
Wildcat Energy, LLC
Wildorado Interconnect, LLC
Wildorado Wind, LLC
Wind Family Turbine, LLC
WSD Solar Holdings, LLC
Zontos Wind, LLC

Exhibit 99.2

Subsidiaries of GenOn Energy, Inc.

Name of Entity	Record Owner	Percent of Equity Securities Held
Cheng Power Systems, Inc.	GenOn Fund 2001 LLC	6.40	%
Conemaugh Fuels, LLC	GenOn Key/Con Fuels, LLC	16.45	%
GenOn Americas Generation, LLC	NRG Americas, Inc.	100.00	%
GenOn Americas Procurement, Inc.	NRG Americas, Inc.	100.00	%
GenOn Asset Management, LLC	NRG Power Generation LLC	100.00	%
GenOn Capital Inc.	GenOn Energy Holdings, Inc.	100.00	%
GenOn Energy Holdings, Inc.	GenOn Energy, Inc.	100.00	%
GenOn Energy Management, LLC	NRG North America LLC	100.00	%
GenOn Energy Services, LLC	NRG Americas, Inc.	100.00	%
GenOn Fund 2001 LLC	GenOn Capital Inc.	100.00	%
GenOn Holdco 1, LLC	NRG Wholesale Generation LP	100.00	%
GenOn Holdco 2, LLC	NRG Wholesale Generation LP	100.00	%
GenOn Holdco 3, LLC	NRG California South LP	100.00	%
GenOn Holdco 4, LLC	NRG California South LP	100.00	%
GenOn Holdco 5, LLC	NRG California South LP	100.00	%
GenOn Holdco 6, LLC	NRG Power Midwest LP	100.00	%
GenOn Holdco 7, LLC	NRG Power Midwest LP	100.00	%
GenOn Holdco 8, LLC	NRG North America LLC	100.00	%
GenOn Holdco 9, LLC	NRG Northeast Generation, Inc.	100.00	%
GenOn Key/Con Fuels, LLC	NRG Northeast Generation, Inc.	100.00	%
GenOn Mid-Atlantic Development, LLC	NRG Americas, Inc.	100.00	%
GenOn Mid-Atlantic, LLC	NRG North America LLC	100.00	%
GenOn Northeast Management Company	NRG REMA LLC	100.00	%
GenOn Power Operating Services MidWest, Inc.	NRG Power Generation LLC	100.00	%
GenOn REMA Services, Inc.	NRG REMA LLC	100.00	%
GenOn Special Procurement, Inc.	NRG North America LLC	100.00	%
Hudson Valley Gas Corporation	NRG New York LLC	100.00	%
Keystone Fuels, LLC	GenOn Key/Con Fuels, LLC	16.67	%
MC Asset Recovery, LLC	GenOn Energy Holdings, Inc.	100.00	%
Mirant Asia-Pacific Ventures, LLC	Mirant International Investments, Inc.	100.00	%
Mirant Intellectual Asset Management and Marketing, LLC	GenOn Energy Holdings, Inc.	100.00	%
Mirant International Investments, Inc.	GenOn Energy Holdings, Inc.	100.00	%
Mirant New York Services, LLC	NRG Americas, Inc.	100.00	%
Mirant Power Purchase, LLC	NRG Americas, Inc.	100.00	%
Mirant Trust I	GenOn Energy Holdings, Inc.	100.00	%
Mirant Wrightsville Investments, Inc.	NRG Americas, Inc.	100.00	%
Mirant Wrightsville Management, Inc.	NRG Americas, Inc.	100.00	%
MNA Finance Corp.	NRG North America LLC	100.00	%
NRG Americas, Inc.	GenOn Energy Holdings, Inc.	100.00	%
NRG Bowline LLC	NRG New York LLC	100.00	%
NRG California North LLC	NRG North America LLC	100.00	%
NRG California South GP LLC	NRG Power Generation Assets LLC	100.00	%
NRG California South LP	NRG California South GP LLC	1.00	%
	NRG Power Generation Assets LLC	99.00	%
NRG Canal LLC	NRG North America LLC	100.00	%
NRG Chalk Point LLC	GenOn Mid-Atlantic, LLC	100.00	%
NRG Clearfield Pipeline Company LLC	NRG REMA LLC	100.00	%
NRG Delta LLC	NRG California North LLC	100.00	%
NRG ECA Pipeline LLC	GenOn Energy, Inc.	51.00	%
NRG Florida GP, LLC	NRG Power Generation Assets LLC	100.00	%

Name of Entity	Record Owner	Percent of Equity Securities Held
NRG Florida LP	NRG Florida GP, LLC	1.00	%
	NRG Power Generation Assets LLC	99.00	%
NRG Gibbons Road LLC	GenOn Mid-Atlantic, LLC	100.00	%
NRG Lovett Development I LLC	NRG New York LLC	100.00	%
NRG Lovett LLC	NRG New York LLC	100.00	%
NRG MD Ash Management LLC	GenOn Mid-Atlantic, LLC	100.00	%
NRG New York LLC	NRG North America LLC	100.00	%
NRG North America LLC	GenOn Americas Generation, LLC	100.00	%
NRG Northeast Generation, Inc.	NRG Northeast Holdings, Inc.	100.00	%
NRG Northeast Holdings, Inc.	NRG Power Generation LLC	100.00	%
NRG Piney Point LLC	GenOn Mid-Atlantic, LLC	100.00	%
NRG Potomac River LLC	GenOn Mid-Atlantic, LLC	100.00	%
NRG Potrero LLC	NRG California North LLC	100.00	%
NRG Power Generation Assets LLC	NRG Power Generation LLC	100.00	%
NRG Power Generation LLC	NRG Americas, Inc.	100.00	%
NRG Power Midwest GP LLC	NRG Power Generation Assets LLC	100.00	%
NRG Power Midwest LP	NRG Power Midwest GP LLC	1.00	%
	NRG Power Generation Assets LLC	99.00	%
NRG REMA LLC	NRG Northeast Generation, Inc.	100.00	%
NRG Sabine (Delaware), Inc.	NRG Power Generation LLC	100.00	%
NRG Sabine (Texas), Inc.	NRG Power Generation LLC	100.00	%
NRG San Gabriel Power Generation LLC	NRG California South LP	100.00	%
NRG Tank Farm LLC	NRG Americas, Inc.	100.00	%
NRG Wholesale Generation GP LLC	NRG Power Generation LLC	100.00	%
NRG Wholesale Generation LP	NRG Wholesale Generation GP LLC	1.00	%
	NRG Power Generation Assets LLC	99.00	%
NRG Willow Pass LLC	NRG Americas, Inc.	100.00	%
Orion Power New York GP, Inc.	NRG Power Generation LLC	100.00	%
Orion Power New York LP, LLC	NRG Power Generation LLC	100.00	%
Orion Power New York, L.P.	Orion Power New York LP, LLC	99.80	%
	Orion Power New York GP, Inc.	0.20	%
RRI Energy Broadband, Inc.	GenOn Energy, Inc.	100.00	%
RRI Energy Channelview (Delaware) LLC	NRG Power Generation LLC	100.00	%
RRI Energy Channelview (Texas) LLC	NRG Power Generation LLC	100.00	%
RRI Energy Channelview LP	RRI Energy Channelview (Delaware) LLC	99.00	%
	RRI Energy Channelview (Texas) LLC	1.00	%
RRI Energy Communications, Inc.	GenOn Energy, Inc.	100.00	%
RRI Energy Services Channelview LLC	RRI Energy Services, LLC	100.00	%
RRI Energy Services Desert Basin, LLC	RRI Energy Services, LLC	100.00	%
RRI Energy Services, LLC	NRG Americas, Inc.	100.00	%
RRI Energy Solutions East, LLC	GenOn Energy, Inc.	100.00	%
RRI Energy Trading Exchange, Inc.	GenOn Energy, Inc.	100.00	%
RRI Energy Ventures, Inc.	GenOn Energy, Inc.	100.00	%

Exhibit 99.3

Directors, Executive Officers and Capitalization of the Expected Subsidiary Guarantors

Name of Expected Subsidiary Guarantor	Title of Class	Amount Authorized	Amount Outstanding	Officers	Directors / Managing Member
GenOn Americas Generation, LLC	Membership units	1,000	1,000	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President) Monica Nguyenduc (Secretary)	Scott Leonard (Manager) Daniel McDevitt (Manager) Jay Bys (Manager)
GenOn Asset Management, LLC	Membership units	1,000	1,000	Patrick Williams (Vice President)	NRG Power Generation LLC
GenOn Energy Holdings, Inc.	Common stock	1,000	1,000	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President) Monica Nguyenduc (Secretary)	Scott Leonard Daniel McDevitt Jay Bys
GenOn Energy Management, LLC	Membership units	1,000	1,000	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President) Monica Nguyenduc (Secretary)	NRG North America LLC
GenOn Energy Services, LLC	Membership units	1,000	1,000	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President)	Scott Leonard (Manager) Daniel McDevitt (Manager) Jay Bys (Manager)
GenOn Mid-Atlantic Development, LLC	Membership units	1,000	1,000	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President) Monica Nguyenduc (Secretary)	NRG Americas, Inc.
GenOn Northeast Management Company	Common stock	2,500	2,500	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President) Monica Nguyenduc (Secretary)	Scott Leonard Daniel McDevitt Jay Bys
GenOn Power Operating Services Midwest, Inc.	Common stock	100	100	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President) Monica Nguyenduc (Secretary)	Scott Leonard Daniel McDevitt Jay Bys
GenOn REMA Services, Inc.	Common stock	1,500	1,500	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President) Monica Nguyenduc (Secretary)	Scott Leonard Daniel McDevitt Jay Bys
Hudson Valley Gas Corporation	Common stock	1,000	1,000	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President)	Scott Leonard Daniel McDevitt Jay Bys
NRG Americas, Inc.	Common Stock	1,000	1,000	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President) Monica Nguyenduc (Secretary)	Scott Leonard Daniel McDevitt Jay Bys

Name of Expected Subsidiary Guarantor	Title of Class	Amount Authorized	Amount Outstanding	Officers	Directors / Managing Member
NRG Bowline LLC	Membership units	1,000	1,000	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President) Monica Nguyenduc (Secretary)	NRG New York LLC
NRG California North LLC	Membership units	1,000	1,000	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President) Monica Nguyenduc (Secretary)	NRG North America LLC
NRG California South GP LLC	Membership units	1,000	1,000	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President)	NRG Power Generation Assets LLC
NRG California South LP	Partnership Interests	N/A	N/A	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President) Monica Nguyenduc (Secretary)	NRG California South GP LLC (General Partner)
NRG Canal LLC	Membership units	1,000	1,000	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President) Monica Nguyenduc (Secretary)	NRG North America LLC
NRG Clearfield Pipeline LLC	Membership units	1,000	1,000	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President) Monica Nguyenduc (Secretary)	NRG REMA LLC
NRG Florida GP, LLC	Membership units	1,000	1,000	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President)	NRG Power Generation Assets LLC
NRG Florida LP	Partnership Interests	N/A	N/A	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President) Monica Nguyenduc (Secretary)	NRG Florida GP, LLC (General Partner)
NRG Lovett LLC	Membership units	1,000	1,000	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President) Monica Nguyenduc (Secretary)	NRG New York LLC
NRG New York LLC	Membership units	1,000	1,000	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President) Monica Nguyenduc (Secretary)	NRG North America LLC
NRG North America LLC	Membership units	1,000	1,000	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President)	GenOn Americas Generation, LLC
NRG Northeast Generation, Inc.	Common stock	1,000	1,000	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President)	Scott Leonard Daniel McDevitt Jay Bys

Name of Expected Subsidiary Guarantor	Title of Class	Amount Authorized	Amount Outstanding	Officers	Directors / Managing Member
NRG Northeast Holdings, Inc.	Common stock	1,000	1,000	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President) Monica Nguyenduc (Secretary)	Scott Leonard Daniel McDevitt Jay Bys
NRG Potrero LLC	Membership units	1,000	1,000	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President)	NRG California North LLC
NRG Power Generation Assets LLC	Membership units	1,000	1,000	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President) Monica Nguyenduc (Secretary)	NRG Power Generation LLC
NRG Power Generation LLC	Membership units	1,000	1,000	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President) Monica Nguyenduc (Secretary)	NRG Americas, Inc.
NRG Power Midwest GP LLC	Membership units	1,000	1,000	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President)	NRG Power Generation Assets LLC
NRG Power Midwest LP	Partnership Interests	N/A	N/A	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President)	NRG Power Midwest GP LLC (General Partner)
NRG REMA LLC	Membership units	1,000	1,000	Mark A. McFarland (President) Daniel McDevitt (Vice President) Scott Leonard (Vice President) Monica Nguyenduc (Secretary)	NRG Northeast Generation, Inc.
RRI Energy Communications, Inc.	Common stock	1,000	1,000	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President) Monica Nguyenduc (Secretary)	Scott Leonard Daniel McDevitt Jay Bys
RRI Energy Services, LLC	Membership units	1,000	1,000	Scott Leonard (President) Daniel McDevitt (Vice President) Jay Bys (Vice President) Monica Nguyenduc (Secretary)	NRG Americas, Inc.

Exhibit 99.4

Principal Ownership of Voting Securities of the Expected Subsidiary Guarantors

Name of Expected Subsidiary Guarantor	Record Owner	Title of Class Owned	Amount Owned	Percentage of Voting Securities Owned
GenOn Americas Generation, LLC	NRG Americas, Inc.	Membership units	1,000	100.00	%
GenOn Asset Management, LLC	NRG Power Generation LLC	Membership units	1,000	100.00	%
GenOn Energy Holdings, Inc.	GenOn Energy, Inc.	Common stock	1,000	100.00	%
GenOn Energy Management, LLC	NRG North America LLC	Membership units	1,000	100.00	%
GenOn Energy Services, LLC	NRG Americas, Inc.	Membership units	1,000	100.00	%
GenOn Mid-Atlantic Development, LLC	NRG Americas, Inc.	Membership units	1,000	100.00	%
GenOn Northeast Management Company	NRG REMA LLC	Common stock	2,500	100.00	%
GenOn Power Operating Services Midwest, Inc.	NRG Power Generation LLC	Common stock	100	100.00	%
GenOn REMA Services, Inc.	NRG REMA LLC	Common stock	1,500	100.00	%
Hudson Valley Gas Corporation	NRG New York LLC	Common stock	1,000	100.00	%
NRG Americas, Inc.	GenOn Energy Holdings, Inc.	Common Stock	1,000	100.00	%
NRG Bowline LLC	NRG New York LLC	Membership units	1,000	100.00	%
NRG California North LLC	NRG North America LLC	Membership units	1,000	100.00	%
NRG California South GP LLC	NRG Power Generation Assets LLC	Membership units	1,000	100.00	%
NRG California South LP	NRG California South GP LLC	Partnership Interests	N/A	1.00	%
	NRG Power Generation Assets LLC			99.00	%
NRG Canal LLC	NRG North America LLC	Membership units	1,000	100.00	%
NRG Clearfield Pipeline Company LLC	NRG REMA LLC	Membership units	1,000	100.00	%
NRG Florida GP, LLC	NRG Power Generation Assets, LLC	Membership units	1,000	100.00	%
NRG Florida LP	NRG Florida GP, LLC	Partnership Interests	N/A	1.00	%
	NRG Power Generation Assets LLC			99.00	%
NRG Lovett LLC	NRG New York LLC	Membership units	1,000	100.00	%
NRG New York LLC	NRG North America LLC	Membership units	1,000	100.00	%
NRG North America LLC	GenOn Americas Generation, LLC	Membership units	1,000	100.00	%
NRG Northeast Generation, Inc.	NRG Northeast Holdings, Inc.	Common stock	1,000	100.00	%
NRG Northeast Holdings, Inc.	NRG Power Generation LLC	Common stock	1,000	100.00	%
NRG Potrero LLC	NRG California North LLC	Membership units	1,000	100.00	%
NRG Power Generation Assets LLC	NRG Power Generation LLC	Membership units	1,000	100.00	%
NRG Power Generation LLC	NRG Americas, Inc.	Membership units	1,000	100.00	%
NRG Power Midwest GP LLC	NRG Power Generation Assets LLC	Membership units	1,000	100.00	%
NRG Power Midwest LP	NRG Power Midwest GP LLC	Partnership Interests	N/A	1.00	%
	NRG Power Generation Assets LLC			99.00	%
NRG REMA LLC	NRG Northeast Generation, Inc.	Membership units	1,000	100.00	%
RRI Energy Communications, Inc.	RRI Energy Channelview (Delaware) LLC	Common stock	1,000	99.00	%
	RRI Energy Channelview (Texas) LLC			1.00	%
RRI Energy Services, LLC	NRG Americas, Inc.	Membership units	1,000	100.00	%