AMENDMENT NO. 4 AND DIRECTION TO ADMINISTRATIVE AGENT Dated as of May 17, 2006 TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT Dated as of December 22, 2004

Exhibit 10.3

EXECUTION COPY

AMENDMENT NO. 4 AND DIRECTION TO ADMINISTRATIVE AGENT

Dated as of May 17, 2006

TO

SECOND AMENDED AND RESTATED
CREDIT AND GUARANTY AGREEMENT

Dated as of December 22, 2004

(amending and restating the Amended and Restated Credit and
Guaranty Agreement, dated as of March 28, 2003),

among

RELIANT ENERGY, INC.,
as the Borrower,
The Other Loan Parties Referred To Herein,
as Guarantors,

The Other Lenders Party Hereto,

BANK OF AMERICA, N.A.,
as Administrative Agent and Collateral Agent,

BARCLAYS BANK PLC and DEUTSCHE BANK SECURITIES INC.
as Syndication Agents,

and

XXXXXXX XXXXX CREDIT PARTNERS L.P. and
XXXXXXX XXXXX CAPITAL CORPORATION
as Documentation Agents

AMENDMENT NO. 4 AND DIRECTION TO ADMINISTRATIVE AGENT

This Amendment No. 4 and Direction to Administrative Agent dated as of May 17, 2006 (this “Amendment”) is among RELIANT ENERGY, INC., a Delaware corporation (the “Borrower”), the other LOAN PARTIES referred to herein, as Guarantors, and each of the lenders listed on the signature pages to this Amendment (collectively, the “Lenders” and individually, a “Lender”).

INTRODUCTION

A. The Borrower, the other Loan Parties referred to therein, BANK OF AMERICA, N.A., as Administrative Agent, BARCLAYS BANK, PLC and DEUTSCHE BANK SECURITIES INC., as Syndication Agents and XXXXXXX SACHS CREDIT PARTNERS L.P. and XXXXXXX XXXXX CAPITAL CORPORATION, as Documentation Agents (collectively, the “Agents”) and the Lenders are parties to the Second Amended and Restated Credit Agreement dated as of December 22, 2004 (as amended to date, the “Credit Agreement”).

B. The Borrower, such other Loan Parties, the Agents and the Lenders wish to amend the Credit Agreement in certain respects as provided herein and direct the Administrative Agent to deliver an Act of Secured Debtholders in the form of the attached Exhibit A (the “Act of Secured Debtholders”).

THEREFORE, the Borrower, such other Loan Parties, the Agents and the Lenders hereby agree as follows:

Section 1. Definitions. Unless otherwise defined in this Amendment, terms used in this Amendment which are defined in the Credit Agreement shall have the meanings assigned to such terms in the Credit Agreement.

Section 2. Amendment.

(a) In Section 1.1, the following new definition is added in alphabetical order:

“Designated Credit Facilities” has the meaning assigned to it in the Collateral Trust Agreement.

(b) In Section 1.1, the definition of “Permitted Liens” is amended:

(i) by deleting “and” at the end of clause (28);

(ii) by substituting “; and” for the period at the end of clause (29); and

(iii) by adding the following new clause (30) after clause (29):

(30) Separate Collateral (as defined in the Collateral Trust Agreement) which secures on a pari passu basis the Credit Agreement Obligations, the Credit Agreement Obligations (as defined in the DB Credit Agreement), and any other Designated Credit Facilities.

(c) The following new paragraph (f) is added to the end of Section 10.10 of the Credit Agreement:

(f) Upon the receipt of any proceeds from the disposition of Separate Collateral in connection with the exercise of remedies, the Administrative Agent shall distribute to the administrative agent under each Designated Credit Facility a percentage of such proceeds equal to (i) the outstanding principal amount and all other amounts owing under such Designated Credit Facility on the date of such receipt divided by (ii) the sum of (A) the outstanding principal amount and all other amounts owing under all Designated Credit Facilities on the date of such receipt and (B) the Credit Agreement Obligations on the date of such receipt. The balance of such proceeds shall be distributed in accordance with Section 9.3 of this Agreement.

Section 3. Act of Secured Debtholders. The Administrative Agent and the Collateral Agent are irrevocably authorized to deliver to the Collateral Trustee the Act of Secured Debtholders and to take all actions necessary or desirable to effect the amendment to the Collateral Trust Agreement and the Security Agreement described in the Act of Secured Debtholders.

Section 4. Representations and Warranties. The Borrower represents and warrants to the Agents and the Lenders that:

(a) The representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of this Amendment, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (provided, that representations and warranties which have Material Adverse Effect qualifiers shall be true and correct in all respects to the extent such Material Adverse Effect qualifier is applicable thereto), and except that for purposes of this clause, the representations and warranties contained in clauses (a) and (b) of Section 5.5 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.1 of the Credit Agreement;

(b) (i) this Amendment has been duly executed and delivered by each Loan Party that is party thereto, (ii) this Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity, whether such enforceability is considered in a proceeding at law or in equity, and (iii) the execution, delivery and performance by each Loan Party of this Amendment have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or

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affecting such Person or the properties of such Person or any of its Subsidiaries, where such Contractual Obligation (x) evidences Indebtedness of the Borrower or any of its Subsidiaries or (y) is identified in the exhibit list from time to time in filings made by the Borrower with the SEC as material to the Borrower, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject that could reasonably be expected to have a Material Adverse Effect; (c) violate any Law that could reasonably be expected to have a Material Adverse Effect; or (d) result in the creation of any Lien other than a Permitted Lien; and

(c) as of the date of this Amendment, no Default or Event of Default has occurred and is continuing.

Section 5. Effectiveness. This Amendment shall become effective as of the date set forth above, and the Credit Agreement shall be amended as provided in this Amendment, when (a) the Borrower and each other Loan Party shall have delivered to the Administrative Agent originals of this Amendment, duly and validly executed by the Borrower and each such Loan Party, and (b) the Required Lenders shall have executed and delivered this Amendment without qualification to the Administrative Agent and the Borrower. The Administrative Agent will confirm in writing to the Borrower when conditions (a) and (b) have been satisfied.

Section 6. Effect on Loan Documents.

(a) Except as amended herein, the Credit Agreement and the Loan Documents remain in full force and effect as originally executed. Nothing herein shall act as a waiver of any of the Agents’ or Lenders’ rights under the Loan Documents, as amended.

(b) This Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents.

Section 7. Choice of Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.

Section 8. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original.

Remainder of page intentionally left blank

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EXECUTED to be effective as of the date first above written.

	RELIANT ENERGY, INC.
	By:	/s/ Xxxxxx Xxxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxxx
	Title:	Vice President and Assistant Treasurer
	RELIANT ENERGY ASSET MANAGEMENT, LLC
	RELIANT ENERGY BROADBAND, INC.
	RELIANT ENERGY CALIFORNIA HOLDINGS, LLC
	RELIANT ENERGY COMMUNICATIONS, INC.
	RELIANT ENERGY COOLWATER, INC.
	RELIANT ENERGY CORPORATE SERVICES, LLC
	RELIANT ENERGY ELLWOOD, INC.
	RELIANT ENERGY ETIWANDA, INC.
	RELIANT ENERGY FLORIDA, LLC
	RELIANT ENERGY KEY/CON FUELS, LLC
	RELIANT ENERGY MANDALAY, INC.
	RELIANT ENERGY NORTHEAST GENERATION, INC.
	RELIANT ENERGY NORTHEAST HOLDINGS, INC.
	RELIANT ENERGY ORMOND BEACH, INC.
	RELIANT ENERGY POWER GENERATION, INC.
	RELIANT ENERGY RETAIL HOLDINGS, LLC
	RELIANT ENERGY SABINE (TEXAS), INC.
	RELIANT ENERGY SERVICES DESERT BASIN, LLC
	RELIANT ENERGY SERVICES MID-STREAM, LLC
	RELIANT ENERGY XXXXXX, LLC
	RELIANT ENERGY TRADING EXCHANGE, INC.
	RELIANT ENERGY VENTURES, INC.
	RELIANT ENERGY WHOLESALE GENERATION, LLC
	By:	/s/ Xxxxxx Xxxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxxx
	Title:	Assistant Treasurer of the corporations and limited liability companies, and of the general partners of the limited partnerships, listed above
	RELIANT ENERGY SERVICES, INC.
	By:	/s/ Xxxxxx Xxxxxxxxxx
	Name:	Xxxxxx X. Xxxxxxxxxx
	Title:	Vice President and Treasurer

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	RELIANT ENERGY RETAIL SERVICES, LLC
	RELIANT ENERGY ELECTRIC SOLUTIONS, LLC
	RELIANT ENERGY SOLUTIONS EAST, LLC
	By:	/s/ Xxxxx X. Xxxxxxxxxxx
	Name:	Xxxxx X. Xxxxxxxxxxx
	Title:	Vice President and Treasurer of the
	limited	liability companies listed above
	RELIANT ENERGY CAPTRADES HOLDING CORP.
	RELIANT ENERGY SABINE (DELAWARE), INC.
	By:	/s/ Xxxxxxxx X. Xxxxxx
	Name:	Xxxxxxxx X. Xxxxxx
	Title:	President
	BANK OF AMERICA, N.A., AS
	ADMINISTRATIVE AGENT
	By:	/s/ Xxxxx X. XxXxxxx
	Name:	Xxxxx X. XxXxxxx
	Title:	Vice President
	ABN AMRO BANK N.V.
	By:	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	Director
	By:	/s/ Xxxxx Xxxxxxxxx
	Name:	Xxxxx Xxxxxxxxx
	Title:	Vice President
	THE BANK OF NOVA SCOTIA
	By:	/s/ Xxxxx X’Xxxxx
	Name:	Xxxxx X’Xxxxx
	Title:	Managing Director

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	PROTECTIVE LIFE INSURANCE COMPANY
	By:			/s/ Xxxxx X. Xxxxxxxx
	Name:			Xxxxx X. Xxxxxxxx
	Title:			AVP
	ADDISON CDO, LIMITED
	By:		Pacific Investment Management Company LLC, as its Investment Advisor
			By:			/s/ Xxxxx X. Xxxxxxxxxx
			Name:			Xxxxx X. Xxxxxxxxxx
			Title:			Managing Director
	CLARENVILLE CDO, SA
	By:	Pacific Investment Management Company LLC, as its Investment Advisor
		By:			/s/ Xxxxx X. Xxxxxxxxxx
		Name:			Xxxxx X. Xxxxxxxxxx
		Title:			Managing Director
	GLOBAL ENHANCED LOAN FUND S.A.
	By:	Pacific Investment Management Company LLC, as its Investment Advisor
		By:			/s/ Xxxxx X. Xxxxxxxxxx
		Name:			Xxxxx X. Xxxxxxxxxx
		Title:			Managing Director
	HIGHLAND ENHANCED VARIABLE RATE FUND LTD.
	By:	Pacific Investment Management Company LLC, as its Investment Advisor
		By:			/s/ Xxxxx X. Xxxxxxxxxx
		Name:			Xxxxx X. Xxxxxxxxxx
		Title:			Managing Director

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	LOAN FUNDING III LLC
	By:	Pacific Investment Management Company LLC, as its Investment Advisor
		By:			/s/ Xxxxx X. Xxxxxxxxxx
		Name:			Xxxxx X. Xxxxxxxxxx
		Title:			Managing Director
	MICROSOFT GLOBAL FINANCE, LTD.
	By:	Pacific Investment Management Company LLC, as its Investment Advisor, acting through Northern Trust Company in the Nominee Name of How & Co.
		By:		/s/ Xxxxx X. Xxxxxxxxxx
		Name:		Xxxxx X. Xxxxxxxxxx
		Title:		Managing Director
	PACIFIC SELECT MANAGED BOND FUND
	By:	Pacific Investment Management Company LLC, as its Investment Advisor, acting through Northern Trust Company in the Nominee Name of IFTCO
		By:	/s/ Xxxxx X. Xxxxxxxxxx
		Name:	Xxxxx X. Xxxxxxxxxx
		Title:	Managing Director
	PIMCO FLOATING INCOME FUND
	By:	Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO
		By:		/s/ Xxxxx X. Xxxxxxxxxx
		Name:		Xxxxx X. Xxxxxxxxxx
		Title:		Managing Director
	PIMCO FLOATING RATE INCOME FUND
	By:	Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO
		By:		/s/ Xxxxx X. Xxxxxxxxxx
		Name:		Xxxxx X. Xxxxxxxxxx
		Title:		Managing Director

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	PIMCO FLOATING RATE STRATEGY FUND
	By:	Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO
		By:		/s/ Xxxxx X. Xxxxxxxxxx
		Name:		Xxxxx X. Xxxxxxxxxx
		Title:		Managing Director
	GLOBAL STOCKSPLUS INCOME FUND
	By:	Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO
		By:		/s/ Xxxxx X. Xxxxxxxxxx
		Name:		Xxxxx X. Xxxxxxxxxx
		Title:		Managing Director
	PRUDENTIAL SERIES FUND INCORPORATED
	By:	Pacific Investment Management Company LLC, as its Investment Advisor, acting through State Street Bank and Trust Company in the Nominee Name of IFTCO
		By:	/s/ Xxxxx X. Xxxxxxxxxx
		Name:	Xxxxx X. Xxxxxxxxxx
		Title:	Managing Director

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	PVIT HIGH YIELD BOND PORTFOLIO
	By:	Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO
		By:			/s/ Xxxxx X. Xxxxxxxxxx
		Name:			Xxxxx X. Xxxxxxxxxx
		Title:			Managing Director
	SEQUILS-MAGNUM, LTD.
	By:	Pacific Investment Management Company LLC, as its Investment Advisor
		By:		/s/ Xxxxx X. Xxxxxxxxxx
		Name:		Xxxxx X. Xxxxxxxxxx
		Title:		Managing Director
	SOUTHPORT CLO, LIMITED
	By:	Pacific Investment Management Company LLC, as its Investment Advisor
		By:		/s/ Xxxxx X. Xxxxxxxxxx
		Name:		Xxxxx X. Xxxxxxxxxx
		Title:		Managing Director
	WAVELAND – INGOTS, LTD.
	By:	Pacific Investment Management Company LLC, as its Investment Advisor
		By:	/s/ Xxxxx X. Xxxxxxxxxx
		Name:	Xxxxx X. Xxxxxxxxxx
		Title:	Managing Director
	WRIGLEY CDO, LTD.
	By:	Pacific Investment Management Company LLC, as its Investment Advisor
		By:		/s/ Xxxxx X. Xxxxxxxxxx
		Name:		Xxxxx X. Xxxxxxxxxx
		Title:		Managing Director

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	XXXXXX XXXXXXX SENIOR FUNDING, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Vice President
	XXXXXXX XXXXX CREDIT PRODUCTS, LLC
	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Vice President
	XXXXXXX XXXXX CAPITAL CORPORATION
	By:	/s/ Xxxxx X. X. Xxxxxx
	Name:	Xxxxx X. X. Xxxxxx
	Title:	Vice President
	WIND RIVER CLO I LTD.
	By:	XxXxxxxxx Investment Management, LLC, as Manager
		By:		/s/ Xxxxxxxx X. Xxxx
		Name:		Xxxxxxxx X. Xxxx
		Title:		Vice President
	WIND RIVER CLO II – XXXX INVESTORS, LTD.
	By:	XxXxxxxxx Investment Management, LLC, as Manager
		By:	/s/ Xxxxxxxx X. Xxxx
		Name:	Xxxxxxxx X. Xxxx
		Title:	Vice President
	XXXXXXXXX LOAN OPPORTUNITY LTD.
	By:	XxXxxxxxx Investment Management, LLC, as Investment Manager
		By:			/s/ Xxxxxxxx X. Xxxx
		Name:			Xxxxxxxx X. Xxxx
		Title:			Vice President

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	GANNETT PEAK CLO I, LTD.
	By:	XxXxxxxxx Investment Management, LLC, as Investment Manager
		By:	/s/ Xxxxxxxx X. Xxxx
		Name:	Xxxxxxxx X. Xxxx
		Title:	Vice President
	LAGUNA FUNDING LLC
	By:	/s/ M. Xxxxxxxx Xxxxxxx
	Name:	M. Xxxxxxxx Xxxxxxx
	Title:	Assistant Vice President
	KC CLO II PLC
	By:	/s/ Lincoln Burkitt
	Name:	Lincoln Burkitt
	Title:	Vice President
	JPMORGAN CHASE BANK N.A.
	By:	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Vice President
	XXXXXXX XXXXX CREDIT PARTNERS LP
	By:	/s/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Authorized Signatory
	ERSTE BANK DER OESTERREICHISCHEN
	SPARKASSEN AG
	By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	First Vice President

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	By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Director
	SENIOR DEBT PORTFOLIO
	By:	Boston Management and Research as Investment Advisor
		By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	XXXXX XXXXX SENIOR INCOME TRUST
	By:	Xxxxx Xxxxx Management as Investment Advisor
		By:			/s/ Xxxxxxx X. Xxxxxxx
		Name:			Xxxxxxx X. Xxxxxxx
		Title:			Vice President
	XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
	By:	Xxxxx Xxxxx Management as Investment Advisor
		By:		/s/ Xxxxxxx X. Xxxxxxx
		Name:		Xxxxxxx X. Xxxxxxx
		Title:		Vice President
	XXXXX XXXXX CDO III, LTD.
	By:	Xxxxx Xxxxx Management as Investment Advisor
		By:			/s/ Xxxxxxx X. Xxxxxxx
		Name:			Xxxxxxx X. Xxxxxxx
		Title:			Vice President

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	XXXXX XXXXX CDO VI LTD.
	By:	Xxxxx Xxxxx Management as Investment Advisor
		By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	XXXXX XXXXX CDO VIII, LTD.
	By:	Xxxxx Xxxxx Management as Investment Advisor
		By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	XXXXXXX & CO.
	By:	Boston Management and Research as Investment Advisor
		By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	BIG SKY III SENIOR LOAN TRUST
	By:	Xxxxx Xxxxx Management as Investment Advisor
		By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	XXXXX XXXXX
	VT FLOATING-RATE INCOME FUND
	By:	Xxxxx Xxxxx Management as Investment Advisor
		By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President

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	XXXXX XXXXX LIMITED DURATION INCOME FUND
	By:	Xxxxx Xxxxx Management as Investment Advisor
		By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	XXXXX XXXXX SENIOR FLOATING-RATE TRUST
	By:	Xxxxx Xxxxx Management as Investment Advisor
		By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	XXXXX XXXXX FLOATING-RATE INCOME
	TRUST
	By:	Xxxxx Xxxxx Management as Investment Advisor
		By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	XXXXX XXXXX SHORT DURATION DIVERSIFIED INCOME FUND
	By:	Xxxxx Xxxxx Management as Investment Advisor
		By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President

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XXXXX XXXXX VARIABLE LEVERAGE FUND

LTD.

By:

Xxxxx Xxxxx Management as Investment Advisor

By:

/s/ Xxxxxxx X. Xxxxxxx

Name:

Xxxxxxx X. Xxxxxxx

Title:

Vice President

DBAG LONDON

By:

/s/ Karim Flitti

Name:

Karim Flitti

Title:

Director

DEUTSCHE BANK AG, NEW YORK BRANCH

By:

/s/ Xxxxxx X. Xxxxxxxxxx

Name:

Xxxxxx X. Xxxxxxxxxx

Title:

Director

By:

/s/ Xxxxxx Xxxxx

Name:

Xxxxxx Xxxxx

Title:

Vice President

SIERRA CLO I, LTD

By:

/s/ Xxxx X. Xxxxxxxxx

Name:

Xxxx X. Xxxxxxxxx

Title:

Chief Operating Officer,

(Manager)

Centre Pacific, LLC

SIERRA CLO II, LTD

By:

/s/ Xxxx X. Xxxxxxxxx

Name:

Xxxx X. Xxxxxxxxx

Title:

Chief Operating Officer,

(Manager)

Centre Pacific, LLC

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	BANK OF AMERICA, N.A.
	By:	/s/ Xxxxxxx X. Roof
	Name:	Xxxxxxx X. Roof
	Title:	Vice President
	BANK OF AMERICA, N.A., as Lender
	By:	/s/ Xxxxx Xxxxxxxxx
	Name:	Xxxxx Xxxxxxxxx
	Title:	Senior Vice President
	BIRCHWOOD FUNDING LLC
	By:	/s/ M. Xxxxxxxx Xxxxxxx
	Name:	M. Xxxxxxxx Xxxxxxx
	Title:	Assistant Vice President
	BARCLAYS BANK PLC
	By:	/s/ Sydney X. Xxxxxx
	Name:	Sydney X. Xxxxxx
	Title:	Director
	BALLANTYNE FUNDING LLC
	By:	/s/ M. Xxxxxxxx Xxxxxxx
	Name:	M. Xxxxxxxx Xxxxxxx
	Title:	Assistant Vice President
	ATLAS LOAN FUNDING 2, LLC,
	By:	Atlas Capital Funding, Ltd.
		By:	Structured Asset Investors, LLC Its Investment Manager
		By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Associate

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	WB LOAN FUNDING 4, LLC
	By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Associate
	AMEGY BANK
	By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Senior Vice President
	CPL CBNA LOAN FUNDING LLC, FOR ITSELF OR AS AGENT FOR CPL CFPI LOAN FUNDING LLC
	By:	/s/ Xxx Xxxxx
	Name:	Xxx Xxxxx
	Title:	Attorney-in-Fact
	UBS LOAN FINANCE LLC, as a Lender
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Director
	By:	/s/ Xxxx X. Xxxx
	Name:	Xxxx X. Xxxx
	Title:	Associate Director
	UBS AG, STAMFORD BRANCH, as a Lender
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Director
	By:	/s/ Xxxx X. Xxxx
	Name:	Xxxx X. Xxxx
	Title:	Associate Director

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EXHIBIT A

ACT OF SECURED DEBTHOLDERS

May 17, 2006

Wachovia Bank, National Association

as Collateral Trustee

At the address specified in

the Collateral Trust Agreement

RE: Act of Secured Debtholders

Reference is made to (1) the Collateral Trust Agreement dated as of July 1, 2003 (as amended, supplemented, or otherwise modified to the date hereof, the “Collateral Trust Agreement”) made by and among Reliant Energy, Inc. (the “Company”), the other Grantors referred to therein, and Wachovia Bank, National Association (the “Collateral Trustee”) and (2) the Credit Agreement, as defined in the Collateral Trust Agreement, which currently is the Second Amended and Restated Credit and Guaranty Agreement dated as of December 22, 2004 (the Credit Agreement, as so amended and restated and as has been and may be further amended, restated,  modified, or renewed being sometimes referred to as the “Second A&R Credit Agreement”) among the Company, the other Loan Parties referred to therein, as Guarantors, each Lender that is a Party thereto, Bank of America, N.A., as Administrative Agent (and therefore as Credit Agreement Agent for the purposes of the Collateral Trust Agreement), and the other agents named therein. Capitalized terms used herein but not otherwise defined herein shall have the meanings specified by the Collateral Trust Agreement.

Act of Secured Debtholders

Pursuant to Sections 2.03(f) and 9.01(a) of the Collateral Trust Agreement, the Credit Agreement Agent acting with the authorization of the Required Lenders and with the intent of being an Act of Secured Debtholders for all purposes hereby directs the Collateral Trustee to take and direct the taking by any agent, co-agent, sub-agent, trustee, co-trustee, sub-trustee or the like for the Collateral Trustee of, as applicable, to amend the Collateral Trust Agreement and the Security Agreement by executing and delivering the First Amendment to Collateral Trust Agreement and Second Amendment to Security Agreement in the form of the attached Exhibit A.

Authority

Under the definition of “Act of Secured Debtholders,” at any time when no Actionable Default Period is continuing the Required Lenders may provide a direction in writing to the Collateral Trustee as an Act of Secured Debtholders.

Under the definition of “Required Lenders,” the Credit Agreement Agent may act on behalf of the Required Lenders upon authorization from the Required Lenders under the Credit Agreement. Such authorization for this Act of Secured Debtholders is provided in Section 10.10(a)(i)(E) of the Second A&R Credit Agreement and the Amendment No. 4 and Direction to Administrative Agent dated as of May 17, 2006 to the Second A&R Credit Agreement. The actions requested in this Act of Secured Debtholders shall be taken by the Collateral Trustee, subject to certain restrictions therein, under Sections 2.03(f), 4.01(a), and 9.01(a) of the Collateral Trust Agreement.

Further Documentation

The Credit Agreement Agent hereby directs the Collateral Trustee to execute and deliver, and to cause each applicable agent, co-agent, sub-agent, trustee, co-trustee, sub-trustee or the like for the Collateral Trustee to execute and deliver, as applicable, releases, terminations, filings, amendments, supplements, modifications, and other documents and agreements, and take other related action, in each case to the extent contemplated in this Act of Secured Debtholders.

[The remainder of this page is left blank intentionally.]

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If you have any questions or concerns, please contact Xxxxxx Xxxxxx, Esq., of Mayer, Brown, Xxxx & Maw at 000-000-0000.

Sincerely,

Bank of America, N.A., as Administrative

  Agent

By:

Name:

Title: