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


 


GOLDMAN SACHS CREDIT PARTNERS L.P. and

MERRILL LYNCH
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 GOLDMAN SACHS
CREDIT PARTNERS L.P. and MERRILL LYNCH 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


 


2

















 


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


 


3

















 


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


 


	
   

  	
  RELIANT ENERGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew Johannesen

  	
   

  
	
   

  	
  Name:

  	
  Andrew Johannesen

  
	
   

  	
  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 SEWARD, LLC

  
	
   

  	
  RELIANT ENERGY TRADING
  EXCHANGE, INC.

  
	
   

  	
  RELIANT ENERGY VENTURES,
  INC.

  
	
   

  	
  RELIANT ENERGY WHOLESALE
  GENERATION,

  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew Johannesen

  	
   

  
	
   

  	
  Name:

  	
  Andrew Johannesen

  
	
   

  	
  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/ Andrew Johannesen

  	
   

  
	
   

  	
  Name:

  	
  Andrew C. Johannesen

  
	
   

  	
  Title:

  	
  Vice President and
  Treasurer

  
						



 


4

















 


	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RELIANT ENERGY CAPTRADES
  HOLDING CORP.

  
	
   

  	
  RELIANT ENERGY SABINE
  (DELAWARE), INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia F. Genzel

  	
   

  
	
   

  	
  Name:

  	
  Patricia F. Genzel

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., AS

  
	
   

  	
  ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Maria A. McClain

  	
   

  
	
   

  	
  Name:

  	
  Maria A. McClain

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ABN AMRO BANK N.V.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Reed

  	
   

  
	
   

  	
  Name:

  	
  John Reed

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott Donaldson

  	
   

  
	
   

  	
  Name:

  	
  Scott Donaldson

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NOVA SCOTIA

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Denis O’Meara

  	
   

  
	
   

  	
  Name:

  	
  Denis O’Meara

  
	
   

  	
  Title:

  	
  Managing Director

  
									



 


5

















 


	
   

  	
  PROTECTIVE LIFE INSURANCE

  COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diane S. Griswold

  	
   

  
	
   

  	
  Name:

  	
  Diane S. Griswold

  
	
   

  	
  Title:

  	
  AVP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ADDISON CDO, LIMITED

  
	
   

  	
  By:

  	
  Pacific Investment
  Management Company

  LLC, as its Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mohan V. Phansalkar

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mohan V. Phansalkar

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CLARENVILLE CDO, SA

  
	
   

  	
  By:

  	
  Pacific Investment
  Management Company

  LLC, as its Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mohan V. Phansalkar

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mohan V. Phansalkar

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GLOBAL ENHANCED LOAN FUND
  S.A.

  
	
   

  	
  By:

  	
  Pacific Investment
  Management Company

  LLC, as its Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mohan V. Phansalkar

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mohan V. Phansalkar

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HIGHLAND ENHANCED VARIABLE
  RATE

  FUND LTD.

  
	
   

  	
  By:

  	
  Pacific Investment
  Management Company

  LLC, as its Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mohan V. Phansalkar

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mohan V. Phansalkar

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
										



 


6

















 


	
   

  	
  LOAN FUNDING III LLC

  
	
   

  	
  By:

  	
  Pacific Investment
  Management Company

  LLC, as its Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mohan V. Phansalkar

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mohan V. Phansalkar

  
	
   

  	
   

  	
  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/ Mohan V. Phansalkar

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mohan V. Phansalkar

  
	
   

  	
   

  	
  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/ Mohan V. Phansalkar

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mohan V. Phansalkar

  
	
   

  	
   

  	
  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/ Mohan V. Phansalkar

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mohan V. Phansalkar

  
	
   

  	
   

  	
  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/ Mohan V. Phansalkar

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mohan V. Phansalkar

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
										



 


7

















 


	
   

  	
  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/ Mohan V. Phansalkar

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mohan V. Phansalkar

  
	
   

  	
   

  	
  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/ Mohan V. Phansalkar

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mohan V. Phansalkar

  
	
   

  	
   

  	
  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/ Mohan V. Phansalkar

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mohan V. Phansalkar

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
							



 


8

















 


	
   

  	
  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/ Mohan V. Phansalkar

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mohan V. Phansalkar

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SEQUILS-MAGNUM, LTD.

  
	
   

  	
  By:

  	
  Pacific Investment
  Management Company

  LLC, as its Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mohan V. Phansalkar

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mohan V. Phansalkar

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SOUTHPORT CLO, LIMITED

  
	
   

  	
  By:

  	
  Pacific Investment
  Management Company

  LLC, as its Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mohan V. Phansalkar

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mohan V. Phansalkar

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WAVELAND – INGOTS, LTD.

  
	
   

  	
  By:

  	
  Pacific Investment
  Management Company

  LLC, as its Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mohan V. Phansalkar

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mohan V. Phansalkar

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WRIGLEY CDO, LTD.

  
	
   

  	
  By:

  	
  Pacific Investment
  Management Company

  LLC, as its Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mohan V. Phansalkar

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mohan V. Phansalkar

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
									



 


9

















 


	
   

  	
  MORGAN STANLEY SENIOR
  FUNDING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vanessa E. Marling

  	
   

  
	
   

  	
  Name:

  	
  Vanessa E. Marling

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  MERRILL LYNCH CREDIT
  PRODUCTS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Neyda Darias

  	
   

  
	
   

  	
  Name:

  	
  Neyda Darias

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  MERRILL LYNCH CAPITAL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carol J. E. Feeley

  	
   

  
	
   

  	
  Name:

  	
  Carol J. E. Feeley

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  WIND RIVER CLO I LTD.

  
	
   

  	
  By:

  	
  McDonnell Investment
  Management, LLC,

  as Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kathleen A. Zarn

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kathleen A. Zarn

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WIND RIVER CLO II – TATE
  INVESTORS, LTD.

  
	
   

  	
  By:

  	
  McDonnell Investment
  Management, LLC,

  as Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kathleen A. Zarn

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kathleen A. Zarn

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MCDONNELL LOAN OPPORTUNITY
  LTD.

  
	
   

  	
  By:

  	
  McDonnell Investment
  Management, LLC,

  as Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kathleen A. Zarn

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kathleen A. Zarn

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
												



 


10

















 


	
   

  	
  GANNETT PEAK CLO I, LTD.

  
	
   

  	
  By:

  	
  McDonnell Investment
  Management, LLC,

  as Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kathleen A. Zarn

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kathleen A. Zarn

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  LAGUNA FUNDING LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M. Cristina Higgins

  	
   

  
	
   

  	
  Name:

  	
  M. Cristina Higgins

  
	
   

  	
  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/ Robert Traband

  	
   

  
	
   

  	
  Name:

  	
  Robert Traband

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  GOLDMAN SACHS CREDIT
  PARTNERS LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip F. Green

  	
   

  
	
   

  	
  Name:

  	
  Philip F. Greene

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  ERSTE BANK DER
  OESTERREICHISCHEN

  
	
   

  	
  SPARKASSEN AG

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bryan J. Lynch

  	
   

  
	
   

  	
  Name:

  	
  Bryan J. Lynch

  
	
   

  	
  Title:

  	
  First Vice President

  
										



 


11

















 


	
   

  	
  By:

  	
  /s/ Patrick W. Kunkel

  	
   

  
	
   

  	
  Name:

  	
  Patrick W. Kunkel

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SENIOR DEBT PORTFOLIO

  
	
   

  	
  By:

  	
  Boston Management and
  Research as

  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EATON VANCE SENIOR INCOME
  TRUST

  
	
   

  	
  By:

  	
  Eaton Vance Management as
  Investment

  Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EATON VANCE INSTITUTIONAL
  SENIOR

  LOAN FUND

  
	
   

  	
  By:

  	
  Eaton Vance Management as
  Investment

  Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EATON VANCE CDO III, LTD.

  
	
   

  	
  By:

  	
  Eaton Vance Management as
  Investment

  Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
										



 


12

















 


	
   

  	
  EATON VANCE CDO VI LTD.

  
	
   

  	
  By:

  	
  Eaton Vance Management as
  Investment

  Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EATON VANCE CDO VIII, LTD.

  
	
   

  	
  By:

  	
  Eaton Vance Management as
  Investment

  Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GRAYSON & CO.

  
	
   

  	
  By:

  	
  Boston Management and
  Research as

  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BIG SKY III SENIOR LOAN
  TRUST

  
	
   

  	
  By:

  	
  Eaton Vance Management as
  Investment

  Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EATON VANCE

  
	
   

  	
  VT FLOATING-RATE INCOME
  FUND

  
	
   

  	
  By:

  	
  Eaton Vance Management as
  Investment

  Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
							



 


13

















 


	
   

  	
  EATON VANCE LIMITED
  DURATION INCOME

  FUND

  
	
   

  	
  By:

  	
  Eaton Vance Management as
  Investment

  Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EATON VANCE SENIOR
  FLOATING-RATE

  TRUST

  
	
   

  	
  By:

  	
  Eaton Vance Management as
  Investment

  Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EATON VANCE FLOATING-RATE
  INCOME

  
	
   

  	
  TRUST

  
	
   

  	
  By:

  	
  Eaton Vance Management as
  Investment

  Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EATON VANCE SHORT DURATION

  DIVERSIFIED INCOME FUND

  
	
   

  	
  By:

  	
  Eaton Vance Management as
  Investment

  Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


14

















 


	
   

  	
  EATON VANCE VARIABLE
  LEVERAGE FUND

  
	
   

  	
  LTD.

  
	
   

  	
  By:

  	
  Eaton Vance Management as
  Investment

  Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DBAG LONDON

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Karim Flitti

  	
   

  
	
   

  	
  Name:

  	
  Karim Flitti

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK AG, NEW YORK
  BRANCH

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marcus M. Tarkington

  	
   

  
	
   

  	
  Name:

  	
  Marcus M. Tarkington

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rainer Meier

  	
   

  
	
   

  	
  Name:

  	
  Rainer Meier

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  SIERRA CLO I, LTD

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John M. Casperian

  	
   

  
	
   

  	
  Name:

  	
  John M. Casperian

  
	
   

  	
  Title:

  	
  Chief Operating Officer,

  
	
   

  	
   

  	
  (Manager)

  	
   

  
	
   

  	
   

  	
  Centre Pacific, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SIERRA CLO II, LTD

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John M. Casperian

  	
   

  
	
   

  	
  Name:

  	
  John M. Casperian

  
	
   

  	
  Title:

  	
  Chief Operating Officer,

  
	
   

  	
   

  	
  (Manager)

  	
   

  
	
   

  	
   

  	
  Centre Pacific, LLC

  
													



 


15

















 


	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael S. Roof

  	
   

  
	
   

  	
  Name:

  	
  Michael S. Roof

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., as
  Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin Bertelsen

  	
   

  
	
   

  	
  Name:

  	
  Kevin Bertelsen

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BIRCHWOOD FUNDING LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M. Cristina Higgins

  	
   

  
	
   

  	
  Name:

  	
  M. Cristina Higgins

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BARCLAYS BANK PLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sydney G. Dennis

  	
   

  
	
   

  	
  Name:

  	
  Sydney G. Dennis

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BALLANTYNE FUNDING LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M. Cristina Higgins

  	
   

  
	
   

  	
  Name:

  	
  M. Cristina Higgins

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ATLAS LOAN FUNDING 2, LLC,

  
	
   

  	
  By:

  	
  Atlas Capital Funding,
  Ltd.

  
	
   

  	
   

  	
  By:

  	
  Structured Asset
  Investors, LLC

  Its Investment Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Diana M. Himes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Diana M. Himes

  
	
   

  	
   

  	
  Title:

  	
  Associate

  
									



 


16

















 


	
   

  	
  WB LOAN FUNDING 4, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diana M. Himes

  	
   

  
	
   

  	
  Name:

  	
  Diana M. Himes

  
	
   

  	
  Title:

  	
  Associate

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMEGY BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Laif Afseth

  	
   

  
	
   

  	
  Name:

  	
  Laif Afseth

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CPL CBNA LOAN FUNDING LLC,
  FOR ITSELF

  OR AS AGENT FOR CPL CFPI LOAN FUNDING

  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roy Hykal

  	
   

  
	
   

  	
  Name:

  	
  Roy Hykal

  
	
   

  	
  Title:

  	
  Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UBS LOAN FINANCE LLC, as a
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard L. Tavrow

  	
   

  
	
   

  	
  Name:

  	
  Richard L. Tavrow

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Irja R. Otsa

  	
   

  
	
   

  	
  Name:

  	
  Irja R. Otsa

  
	
   

  	
  Title:

  	
  Associate Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UBS AG, STAMFORD BRANCH,

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard L. Tavrow

  	
   

  
	
   

  	
  Name:

  	
  Richard L. Tavrow

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Irja R. Otsa

  	
   

  
	
   

  	
  Name:

  	
  Irja R. Otsa

  
	
   

  	
  Title:

  	
  Associate Director

  
										



 


17

















 


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.]


 


19

















 


If you have any questions or
concerns, please contact Andrew Mattei, Esq., of Mayer, Brown, Rowe & Maw
at 212-506-2572.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  Bank of America, N.A., as
  Administrative

  
	
   

  	
    Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title: