AMENDMENT NO. 2

     This Amendment No. 2 dated as of December 19, 2005 (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.

INTRODUCTION

     A. The Borrower, the other Loan Parties referred to therein, DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent, and DEUTSCHE BANK SECURITIES, INC., as Sole Lead Arranger, Sole Bookrunner, and Sole Syndication Agent (collectively, the Agents) and certain banks, financial institutions and other Persons (collectively, the Lenders) are parties to the Credit and Guaranty Agreement, dated as of October 7, 2005 (as amended to date, the Credit Agreement).

     B. The Borrower, such other Loan Parties and the Lenders wish to amend the Credit Agreement in certain respects as provided herein.

     THEREFORE, the Borrower, such other Loan Parties 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. Amendments to Definitions. (a) The definitions of Consolidated EBITDAR, Consolidated Interest Charges, Debt, and Excluded Proceeds are amended and restated in their entirety to read as follows:

     Consolidated EBITDAR means, for any Person for any period determined on a consolidated basis in accordance with GAAP, an amount equal to, without any duplication, (a) net income (before giving effect to the cumulative effect of changes in accounting principles and discontinued operations (including Liberty Electric Power LLC, a Delaware limited liability company) and before income taxes and franchise taxes to the extent based on the income of such Person and its Subsidiaries) for such period, plus (b) Consolidated Interest Charges for such period, plus (c) depreciation, depletion, impairment, abandonment and amortization expense for such period, plus (d) the book accounting lease expense under the REMA Lease for such period, plus (e) interest and fees expensed under any receivables monetization or securitization during such period (other than interest and fees arising out of a securitization or monetization of the California Receivables), plus (f) net unrealized losses related to trading or non-trading energy derivatives, plus (g) cash dividends or distributions actually received during such period from an entity which is not a consolidated Subsidiary of such Person other than El Dorado Energy, LLC, plus (h) the Borrowers pro rata share of the EBITDAR of El Dorado Energy, LLC, and minus (i) net unrealized gains related to trading or non-trading energy derivatives;

provided, however, for purposes of this definition, (i) gains and losses on the disposition of assets not in the ordinary course of business, (ii) any other noncash charge or gain, and (iii) any extraordinary or other non-recurring item or expense, including severance costs, shall be excluded to the extent incurred or realized during such period in accordance with GAAP from the calculation of Consolidated EBITDAR.

If during any period for which Consolidated EBITDAR is being determined, the Borrower or any Subsidiary shall have (a) made or consummated any Acquisition for gross consideration of $3,000,000 or more (including Indebtedness assumed), then Consolidated EBITDAR shall be determined on a pro forma basis for such period as if such Acquisition had been made or consummated as of the beginning of the first day of such period or (b) made or consummated any Asset Sale that is not fully included in discontinued operations, then Consolidated EBITDAR shall, to the extent such Asset Sale is not excluded from Consolidated EBITDAR pursuant to the foregoing proviso, be determined on a pro forma basis for such period as if such Asset Sale had been made or consummated as of the beginning of the first day of such period.