Exhibit 4.2


FOURTH SUPPLEMENTAL
INDENTURE


FOURTH SUPPLEMENTAL INDENTURE, dated as of June 5, 2007
(this “Fourth Supplemental Indenture”), by and between Reliant Energy,
Inc., a Delaware corporation (the “Company”), having its principal
office at 1000 Main Street, Houston, Texas 77002, and Wilmington Trust Company,
as Trustee (the “Trustee”), having its principal corporate trust office
at Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890, to the Indenture, dated July 1, 2003, by and among
the Company, the Guarantors (as defined in the Indenture) and the Trustee, pursuant
to which the Company has $550 million aggregate principal amount of 9.50%
Senior Secured Notes due 2013 (the “Notes”) outstanding, as supplemented
by the Supplemental Indenture, dated as of November 19, 2004, among the
Company, the Guarantors (as defined in the Indenture), Reliant Energy Wholesale
Generation, LLC and the Trustee, the Second Supplemental Indenture, dated as of
September 21, 2006, among the Company, the Guarantors (as defined in the
Indenture), Reliant Energy Power Supply, LLC and the Trustee and the Third
Supplemental Indenture, dated as of December 1, 2006, among the Company, the
Guarantors (as defined in the Indenture) and the Trustee (the “Third
Supplemental Indenture”) (such Indenture as so supplemented, the “Indenture”).


W I T N E S S E T H:


WHEREAS, Section 9.02 of the Indenture provides that
the Company and the Trustee may, with certain exceptions, amend the Indenture
and the Notes with the consent of the Holders (as defined in the Indenture) of
at least a majority in principal amount of the Notes then outstanding;


WHEREAS, Section 11.04 of the Indenture provides that Section
11.01 of the Indenture may be amended with the consent of the Holders of at
least a majority in principal amount of the Notes then outstanding;


WHEREAS, the Company has distributed Offers to
Purchase and Consent Solicitations Statement, dated as of May 23, 2007 (the “Solicitation
Statement”), and accompanying Consent and Letter of Transmittal, dated as
of May 23, 2007, to the Holders of the Notes to obtain consents to certain
proposed amendments to the Indenture as described in the Solicitation Statement
(the “Proposed Amendments”) and the release of security interests in the
collateral securing the Notes in accordance with Section 10.06(h) of the Indenture
as provided in Section 1(b) of the Third Supplemental Indenture as described in
the Solicitation Statement (the “Release”);


WHEREAS, the Holders of at least a majority of the
outstanding principal amount of the Notes have duly consented to the Proposed
Amendments and at least a majority of the aggregate principal amount of the
Notes and of all Obligations in respect of each other Series of Secured Debt (other
than the Credit Agreement Debt and the Seward Guarantees) have duly consented
to the Release;













WHEREAS, the Company has received and filed with the
Trustee, in the manner contemplated by the Indenture, evidence of the consent
of the Holders of at least a majority in principal aggregate amount of the
outstanding Notes consenting to the Proposed Amendments effected in the form of
this Fourth Supplemental Indenture and at least a majority of the aggregate
principal amount of the Notes and of all Obligations in respect of each other
Series of Secured Debt (other than the Credit Agreement Debt and the Seward
Guarantees) consenting to the Release;


WHEREAS, the Board of Directors of the Company has
determined that it is in the best interests of the Company to authorize and
approve the Proposed Amendments and the Release; and


WHEREAS, the execution and delivery of this Fourth
Supplemental Indenture have been duly authorized by all necessary corporate
action on the part of the Company and all conditions and requirements necessary
to make this instrument a valid and binding agreement have been duly performed
and complied with.


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


ARTICLE I- AMENDMENTS


Section 1.01           Amendments to the Definitions in
the Indenture and the Notes. 


(i)            The definition of “Collateral Trust
Agreement” is amended by adding “(but excluding the Shared Collateral Trust
Agreement)” immediately prior to the end thereof.


(ii)           The following new definition is added
after the definition of “Seward Tax Exempt Bonds”:


“Shared
Collateral Trust Agreement” means the Collateral Trust Agreement (Shared
Collateral) to be executed on or about June 12, 2007, executed and delivered by
the Company, the Guarantors and U.S. Bank National Association, together with
its successors and assigns, as amended, modified, renewed, restated or
replaced, in whole or in part, from time to time in accordance with its terms.


(iii)          Upon the effective date of this Fourth
Supplemental Indenture certain definitions shall be deemed deleted when
references to such definitions would be eliminated as a result of the
amendments described herein.


(iv)          Any definitions used exclusively in
the provisions of the Notes that are deleted as described in the Solicitation
Statement, and any definitions used exclusively within such definitions, are
hereby deleted in their entirety from the Notes, and all references in the
Notes to paragraphs, Sections, Articles or other terms or 



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provisions of the Indenture that have
been otherwise deleted pursuant to this Fourth Supplemental Indenture are
hereby deleted in their entirety or revised to conform herewith.


Section 1.02           Amendments to Article 3 – Redemption
and Prepayment.  Section 3.09 is
hereby deleted.


Section 1.03           Amendments to Article 4 –
Covenants.  The following Sections of
the Indenture, and any corresponding provisions in the Notes, are hereby
deleted in their entirety and replaced with “Intentionally Omitted.”:


	
  Existing Section Number

  	
   

  	
  Caption

  
	
  Section 4.03

  	
   

  	
  Reports.

  
	
  Section 4.04

  	
   

  	
  Compliance Certificate.

  
	
  Section 4.05

  	
   

  	
  Taxes.

  
	
  Section 4.06

  	
   

  	
  Stay, Extension and Usury Laws.

  
	
  Section 4.07

  	
   

  	
  Restricted Payments.

  
	
  Section 4.08

  	
   

  	
  Dividend and Other Payment Restrictions Affecting
  Subsidiaries.

  
	
  Section 4.09

  	
   

  	
  Incurrence of Indebtedness and Issuance of Preferred
  Stock.

  
	
  Section 4.10

  	
   

  	
  Asset Sales.

  
	
  Section 4.11

  	
   

  	
  Transactions with Affiliates.

  
	
  Section 4.12

  	
   

  	
  Liens.

  
	
  Section 4.13

  	
   

  	
  Line of Business.

  
	
  Section 4.14

  	
   

  	
  Corporate Existence.

  
	
  Section 4.15

  	
   

  	
  Offer to Repurchase Upon Change of Control.

  
	
  Section 4.16

  	
   

  	
  Limitation on Sale and Leaseback Transactions.

  
	
  Section 4.17

  	
   

  	
  Payments for Consent.

  
	
  Section 4.18

  	
   

  	
  Additional Note Guarantees.

  
	
  Section 4.20

  	
   

  	
  Designation of Restricted and Unrestricted
  Subsidiaries.

  
	
  Section 4.21

  	
   

  	
  No Amendment to Provisions of Convertible Notes.

  
	
  Section 4.22

  	
   

  	
  Insurance.

  
	
  Section 4.23

  	
   

  	
  Subordination of Intercompany Indebtedness.

  



 


Section 1.04           Amendments to Article 5 –
Successors. Section 5.01 is hereby amended by deleting paragraphs (3) and
(4).


Section 1.05           Amendments to Article 6 – Defaults
and Remedies.


(i) Section 6.01
is hereby amended by deleting paragraphs (3), (4), (5) and (6).



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(ii) Sections
6.01(10) is amended in its entirety to read as follows:


the Company:


(a)       commences a voluntary
case,


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


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


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


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


(iii)      Sections
6.01(11) is amended in its entirety to read as follows:


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


(a)       is for relief against
the Company in an involuntary case;


(b)       appoints a custodian of
the Company or for all or substantially all of the property of the Company; or


(c)       orders the liquidation
of the Company;


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


Section 1.06           Amendments to Article 8 – Legal
Defeasance and Covenant Defeasance.  Section 8.04(a) is hereby amended by deleting
paragraphs (2), (3), (5) and (6).


Section 1.07           Amendments to Article 11 –
Collateral Sharing.  Section 11.02 is
deleted in its entirety, and Section 11.01 is hereby amended in its entirety to
read as follows:


Notwithstanding
anything to the contrary contained in the Indenture or any of the other Note
Documents, (a) the assignment of Shared Collateral and the Security Documents
with respect thereto (excluding the Collateral Trust Agreement) to the
collateral trustee under the Shared Collateral Trust Agreement is hereby
authorized, and such assignment constitutes a release of Shared Collateral from
the Collateral Trustee’s Liens for purposes of Section 10.06 of this Indenture,
(b) the Shared Collateral Trust Agreement shall not be treated as a replacement
of the Collateral Trust Agreement for purposes of this Indenture or any of the
other Note Documents, and the Notes and all related Secured Obligations shall
not be secured by and shall otherwise have no interest under the Shared
Collateral Trust Agreement or the collateral thereunder,  (c) the Notes 



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and all related Secured
Obligations are hereby authorized to be released from the benefit of the
Collateral Trust Agreement and the collateral thereunder in accordance with
Section 8.05 of the Collateral Trust Agreement at the request of the Company,
and upon such request the Trustee is hereby directed to confirm such release to
the Collateral Trustee, and (d) any amendments or supplements to the Security
Documents that are necessary or desirable to remove the Separate Collateral
from the Collateral Trust Agreement and release the Notes and all related
Secured Obligations from the Collateral Trust Agreement and such Security Documents
are hereby authorized.


Section 1.08           Amendments to Article 12 – Note
Guarantees. Section 12.04 is hereby amended by deleting (i) paragraph
(2)(b), (ii) the word “either” in paragraph (2) and (iii) the subsection
reference “(a)” in the beginning of paragraph (2)(a), as well as replacing the
punctuation and word “; or” at the end of paragraph (2)(a) with the following
punctuation “.”.



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ARTICLE II-MISCELLANEOUS


Section 2.01           Effect of Supplemental Indenture.
 From and after the effective date of
this Fourth Supplemental Indenture, the Indenture and the Notes shall be
supplemented in accordance herewith, and this Fourth Supplemental Indenture
shall form a part of the Indenture and the Notes for all purposes, and every
Holder of Notes heretofore or hereafter authenticated and delivered under the
Indenture shall be bound thereby.


Section 2.02           Indenture Remains in Full Force
and Effect.  Except as supplemented
by this Fourth Supplemental Indenture, all provisions in the Indenture and the
Notes shall remain in full force and effect.


Section 2.03           References to Supplemental
Indenture. Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this Fourth
Supplemental Indenture may refer to the Indenture without making specific
reference to this Fourth Supplemental Indenture, but nevertheless all such
references shall include this Fourth Supplemental Indenture unless the context
requires otherwise.


Section 2.04           Conflict with Trust Indenture Act.
The Company will comply with the provisions of the TIA.  If any provision of this Fourth Supplemental
Indenture limits, qualifies or conflicts with any provision of the TIA that is
required under the TIA to be part of and govern any provision of this Fourth
Supplemental Indenture, the provision of the TIA shall control.  If any provision of this Fourth Supplemental
Indenture modifies or excludes any provision of the TIA that may be so modified
or excluded, the provision of the TIA shall be deemed to apply to the Indenture
as so modified or to be excluded by this Fourth Supplemental Indenture, as the
case may be.  


Section 2.05           Severability. If any court of
competent jurisdiction shall determine that any provision in this Fourth
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


Section 2.06           Terms Defined in the Indenture.
All capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Indenture.


Section 2.07           Headings. The Article and
Section headings of this Fourth Supplemental Indenture have been inserted for
convenience of reference only, are not to be considered a part of this Fourth
Supplemental Indenture and shall in no way modify or restrict any of the terms
or provisions hereof. 


Section 2.08           Benefits of Fourth Supplemental
Indenture.  Nothing in this Fourth
Supplemental Indenture or the Notes, express or implied, shall give to any
Person, other than the parties hereto and thereto and their successors
hereunder and thereunder 



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and the Holders of the
Notes any benefit of any legal or equitable right, remedy or claim under the
Indenture, this Fourth Supplemental Indenture or the Notes.


Section 2.09           Successors. All agreements of
the Company in this Fourth Supplemental Indenture shall bind its
successors.  All agreements of the
Trustee in this Fourth Supplemental Indenture shall bind its successors. 


Section 2.10           Trustee Not Responsible for Recitals.
The recitals contained herein shall be taken as the statements of the Company
and the Trustee assumes no responsibility for their correctness.  The Trustee makes no representation as to the
validity or sufficiency of this Fourth Supplemental Indenture. 


Section 2.11           Certain Duties and
Responsibilities of the Trustee.  In
entering into this Fourth Supplemental Indenture, the Trustee shall be entitled
to the benefit of every provision of the Indenture and the Notes relating to
the conduct or affecting the liability or affording protection to the Trustee,
whether or not elsewhere herein so provided. 


Section 2.12           Governing Law. This Fourth
Supplemental Indenture shall be governed by, and construed in accordance with,
the laws of the State of New York 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.


Section 2.13           Counterparts. The parties may
sign any number of copies of this Fourth Supplemental Indenture.  Each signed copy shall be an original, but
all of them together represent the same agreement.


Section 2.14           Effectiveness. This Fourth
Supplemental Indenture shall become effective upon execution and delivery by
the Company and the Trustee, however it shall be a condition precedent to the
Company’s ability to take the actions contemplated by this Fourth Supplemental
Indenture that the Company accepts for payment consents of holders representing
at least a majority of the outstanding principal amount of the Notes.



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IN WITNESS WHEREOF, the
parties hereto have caused this Fourth Supplemental Indenture to be duly
executed as of the date first above written.


	
  

  	
  RELIANT ENERGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael L. Jines

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael L. Jines

  
	
   

  	
   

  	
  Title:

  	
  Sr. VP, General Counsel

  
	
   

  	
   

  	
   

  	
     and
  Corporate Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WILMINGTON TRUST
  COMPANY,

  	
   

  	
   

  
	
  as Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michael G.
  Oller, Jr.

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Michael G.
  Oller, Jr.

  	
   

  	
   

  
	
   

  	
  Title:  Senior
  Financial Services Officer

  	
   

  	
   

  
							



 



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