SECOND SUPPLEMENTAL INDENTURE ADDITIONAL SUBSIDIARY GUARANTEES

Exhibit 4.12

SECOND SUPPLEMENTAL INDENTURE
ADDITIONAL SUBSIDIARY GUARANTEES

SECOND SUPPLEMENTAL INDENTURE (this " Supplemental Indenture "), 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 indenture referred to below (the " Trustee ").

WITNESSETH

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the " Indenture "), dated as of July 1, 2003 providing for the original issuance of an aggregate principal amount of $550,000,000 of 9.50% Senior Secured Notes due 2013 (the " Initial Note s"), and, subject to the terms of the Indenture, future unlimited issuances of 9.50% Senior Secured Notes due 2013 (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 Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture.

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, capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.             Agreement to be Bound; Guarantee .  The Guaranteeing Subsidiary hereby becomes a party to the 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 Indenture applicable to a Guar