Exhibit 4.18


 


SECOND
SUPPLEMENTAL INDENTURE 

ADDITIONAL SUBSIDIARY GUARANTEES


SECOND SUPPLEMENTAL INDENTURE
(this “Supplemental Indenture for Additional
Guarantees”), dated as of September 21, 2006, among
Reliant Energy Power Supply, LLC (the “Guaranteeing
Subsidiary”), a subsidiary of Reliant Energy, Inc. (or its permitted
successor), a Delaware corporation (the “Company”),
the Company, the other Guarantors (as defined in the Indenture referred to
herein) and Wilmington Trust Company, as trustee under the indentures referred
to below (the “Trustee”).


WITNESSETH


WHEREAS, the Company has heretofore executed and
delivered to the Trustee a senior indenture (the “Base Indenture”), dated as of December 22, 2004, between the
Company and the Trustee, as amended by a first supplemental indenture (the “Supplemental Indenture” and, together with the Base
Indenture, the “Indenture”), dated as of
December 22, 2004, among the Company, the Guarantors named therein and the
Trustee, providing for the original issuance of an aggregate principal amount
of $750.0 million of 6.75% Senior Secured Notes due 2014 (the “Initial Notes”), and, subject to the terms
of the Supplemental Indenture, future unlimited issuances of 6.75% Senior
Secured Notes due 2014 (the “Additional
Notes,” and together with the Initial Notes, the “Notes”);


WHEREAS, the Indenture provides that under certain
circumstances the Guaranteeing Subsidiary shall execute and deliver to the
Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary
shall unconditionally guarantee all of the Company’s Obligations under the
Notes and the Indenture (the “Note Guarantee”);
and


WHEREAS, pursuant to Section 9.01 of the Supplemental Indenture,
the Trustee, the Company and the other Guarantors are authorized to execute and
deliver this Supplemental Indenture for Additional Guarantees.


NOW THEREFORE, in consideration of the foregoing and
for good and valuable consideration, the receipt of which is hereby
acknowledged, the Guaranteeing Subsidiary, the Trustee, the Company and the
other Guarantors mutually covenant and agree for the equal and ratable benefit
of the Holders of the Notes as follows:


1.             Capitalized Terms.  Unless otherwise defined in this Supplemental
Indenture for Additional Guarantees, capitalized terms used herein without
definition shall have the meanings assigned to them in the Supplemental Indenture.


2.             Agreement to be Bound;
Guarantee.  The Guaranteeing
Subsidiary hereby becomes a party to the Supplemental Indenture as a Guarantor
and as such will have all of the rights and be subject to all of the
Obligations and agreements of a Guarantor under the Indenture.  The Guaranteeing Subsidiary hereby agrees to
be bound by all of the provisions of the Supplemental Indenture applicable to a
Guarantor and to perform all of the Obligations and agreements of a Guarantor
under the Supplemental Indenture.  In
furtherance of the foregoing, the Guaranteeing Subsidiary shall be deemed a
Guarantor for purposes of Article 12 of the Supplemental Indenture, including,
without limitation, Section 12.02 thereof.


 



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3.             NEW YORK LAW TO GOVERN. 
THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


4.             Counterparts.  The parties may sign any number of copies of
this Supplemental Indenture for Additional Guarantees.  Each signed copy shall be an original, but
all of them together represent the same agreement.


5.             Effect of Headings.  The Section headings herein are for
convenience only and shall not affect the construction hereof.


6.             The Trustee.  The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture for Additional Guarantees or for or in respect of the
recitals contained herein, all of which recitals are made solely by the
Guaranteeing Subsidiary and the Company.


7.             Ratification of Indenture;
Supplemental Indenture for Additional Guarantees Part of Indenture.  Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture for Additional
Guarantees shall form a part of the Indenture for all purposes, and every
Holder of Notes heretofore or hereafter authenticated and delivered shall by
bound hereby.


 



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IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture for Additional Guarantees to be duly executed and
attested, all as of the date first above written.


Dated: September 21, 2006.


	
   

  	
  RELIANT ENERGY POWER SUPPLY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lloyd A. Whittington

  
	
   

  	
  Name:

  	
  Lloyd A. Whittington

  
	
   

  	
  Title:

  	
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  RELIANT ENERGY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew C. Johannesen

  
	
   

  	
  Name: 

  	
  Andrew C. Johannesen

  
	
   

  	
  Title:

  	
  Vice President and Asst. Treasurer

  



 



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  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 SEWARD, LLC

  
	
   

  	
  RELIANT ENERGY TRADING
  EXCHANGE, INC.

  
	
   

  	
  RELIANT ENERGY VENTURES,
  INC.

  
	
   

  	
  RELIANT ENERGY WHOLESALE
  GENERATION, LLC

  
	
   

  	
   

  	
   

  
	
  

  	
  By:

  	
  /s/ Andrew C. Johannesen

  
	
   

  	
  Name:

  	
  Andrew C. Johannesen

  
	
   

  	
  Title: 

  	
  Assistant Treasurer of the corporations and limited
  liability companies, and of the general partners of the limited partnerships,
  listed above 

  



 



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  RELIANT ENERGY
  SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew C. Johannesen

  
	
   

  	
  Name: 

  	
  Andrew C. Johannesen

  
	
   

  	
  Title:

  	
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  RELIANT ENERGY RETAIL
  SERVICES, LLC

  
	
   

  	
  RELIANT ENERGY ELECTRIC
  SOLUTIONS, LLC

  
	
   

  	
  RELIANT ENERGY SOLUTIONS
  EAST, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lloyd A. Whittington

  
	
   

  	
  Name:

  	
  Lloyd A. Whittington

  
	
   

  	
  Title: 

  	
  Vice President and Treasurer of the limited liability
  companies listed above 

  



 



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  RELIANT ENERGY CAPTRADES
  HOLDING CORP.

  
	
   

  	
  RELIANT ENERGY SABINE
  (DELAWARE), INC.

  
	
   

  	
   

  	
   

  
	
  

  	
  By:

  	
  /s/ Patricia F. Genzel

  
	
   

  	
  Name:

  	
  Patricia F. Genzel

  
	
   

  	
  Title: 

  	
  President 

  



 



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  WILMINGTON TRUST COMPANY,
  as Trustee

  
	
   

  	
   

  	
   

  
	
  

  	
  By:

  	
  /s/ Michael G. Oller

  
	
   

  	
  Authorized Signatory

  



 



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