Technical Correction to Fifth Amendment and Waiver under Calpine Corporation Credit Agreement

Summary

Calpine Corporation notifies its lenders of a technical correction to the Fifth Amendment and Waiver related to its Credit Agreement. The correction involves adding Calpine Development Holdings, Inc. to Annex A as a Former Pledged Entity, with Calpine Power Company as its new holding company. Lenders are asked to acknowledge and approve this amendment by email by January 9, 2004, reaffirming their agreement to the Fifth Amendment and Waiver as modified. The rest of Annex A remains unchanged.

EX-10.1.2.8 14 f95352exv10w1w2w8.txt EXHIBIT 10.1.2.8 EXHIBIT 10.1.2.8 December 31, 2003 To: Lenders under the Calpine Corporation Credit Agreement From: Calpine Corporation Re: Technical Correction to Fifth Amendment and Waiver Request Concerning Proposed Restructuring Organizational Changes (the "Fifth Amendment and Waiver") Ladies and Gentlemen: It has come to our attention that a technical correction needs to be made to the Fifth Amendment and Waiver request dated as of or about December 16, 2003. Background: As you know, the proposed organizational changes involved, among other things, contribution of many existing first tier subsidiaries to one of seven Key Holding Companies (as defined in the Fifth Amendment and Waiver). It was intended that Calpine Development Holdings, Inc. be one of such entities. Calpine Development Holdings, Inc. is an owner of certain early stage development projects. While the graphical post-restructuring organizational chart provided to the Lenders reflected the movement of Calpine Development Holdings, Inc. from being a first tier subsidiary to being a lower tier subsidiary, such entity was left off of Annex A to the Fifth Amendment and Waiver, which contains a list of Former Pledged Entities (as defined in the Fifth Amendment and Waiver). Accordingly, Annex A to the Fifth Amendment and Waiver will need to be amended to include Calpine Development Holdings, Inc. as one of the Former Pledged Entities, whereby its new holding company will be Calpine Power Company. Amendment: With the approval of the Required Lenders, Annex A to the Fifth Amendment and Waiver will be deemed amended to (i) add "Calpine Development Holdings, Inc." at the end of the list of entities under the heading "Current First Tier", and (ii) add "Calpine Power Company" at the end of the list of entities under the heading "New Holding Company", as follows: 1 NEW HOLDING COMPANY --------------------- Calpine Development Holdings, Inc. Calpine Power Company The remainder of Annex A will not be modified. Please provide your institution's acknowledgment and approval to this Technical Correction at your earliest opportunity by sending an e-mail reading as set forth below to Isabel Abella of Scotia Capital at ***@***, reaffirming your institution's execution of the Fifth Amendment and Waiver, as amended by this Technical Correction, by 5:00 p.m. (Eastern Time), Friday, January 9, 2004: "The undersigned Lender to Calpine Corporation (the "Borrower") hereby (a) acknowledges and approves the Technical Correction to Fifth Amendment and Waiver (the "Fifth Amendment") Concerning Proposed Restructuring Organizational changes as set forth in the letter of the Borrower dated December 31, 2003 posted on Intralinks and (b) reaffirms its execution of the Fifth Amendment. Should you have any questions, please feel free to contact me at ###-###-####, Dan Yuen, Associate Counsel of Calpine Corporation at ###-###-#### or Alok Garg of Scotia Capital at ###-###-####. Thank you for your cooperation with this request. Sincerely, CALPINE CORPORATION /s/ MICHAEL THOMAS - --------------------------------------- Michael Thomas Senior Vice President and Treasurer 2