AMENDMENT NO. 4 AND DIRECTION TO ADMINISTRATIVE AGENT Datedas of May 17, 2006 TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT Datedas of December 22, 2004 (amendingand 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 ReferredTo Herein, as Guarantors, The Other Lenders Party Hereto, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, BARCLAYS BANK PLC and DEUTSCHE BANKSECURITIES INC. as Syndication Agents, and GOLDMAN SACHS CREDIT PARTNERS L.P. and MERRILL LYNCHCAPITAL CORPORATION as Documentation Agents

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

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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.

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

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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.

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