2005 Form 10-K

Exhibit 10.1.1.6

EXECUTION COPY

THIRD AMENDMENT

          THIRD AMENDMENT (this “Amendment”), dated as of December 20, 2006, to the Amended and Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 23, 2006 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among (i) CALPINE CORPORATION (the “Borrower”), (ii) the subsidiaries of the Borrower named therein (the “Guarantors”), (iii) CREDIT SUISSE SECURITIES (USA) LLC and DEUTSCHE BANK SECURITIES INC. (“DBSI”), as joint syndication agents (in such capacities, collectively, the “Syndication Agents”), (iv) DEUTSCHE BANK TRUST COMPANY AMERICAS (“DB”), as administrative agent for the First Priority Lenders hereunder (in such capacity and including any successors, the “First Priority Agent”), (v) GENERAL ELECTRIC CAPITAL CORPORATION (including its successors, “GE Capital”), as Sub-Agent for the Revolving Lenders hereunder (in such capacity and including any successors, the “Sub-Agent”), (vi) CREDIT SUISSE (“CS”), as administrative agent for the Second Priority Term Lenders hereunder (in such capacity and including any successors, the “Second Priority Agent”), (vii) LANDESBANK HESSEN THÜRINGEN GIROZENTRALE, NEW YORK BRANCH, GE CAPITAL and HSH NORDBANK AG, NEW YORK BRANCH, as joint documentation agents for the First Priority Lenders hereunder, and BAYERISCHE LANDESBANK, GE CAPITAL and UNION BANK OF CALIFORNIA, N.A., as joint documentation agents for the Second Priority Lenders hereunder (in such capacities and including any successors, collectively, the “Documentation Agents”), and (viii) each of the financial institutions from time to time party thereto (collectively, the “Lenders”).

WITNESSETH:

          WHEREAS, the Borrower, the Lenders and the Agents are parties to the Credit Agreement;

          WHEREAS, the Borrower has requested that the Lenders agree to amend certain financial covenants and other provisions of the Credit Agreement as set forth below; and

          WHEREAS, the Lenders have agreed to such requested amendments, but only upon the terms and conditions set forth herein;

          NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, and for other valuable consideration the receipt of which is hereby acknowledged, the Borrower, the Lenders and the Administrative Agents hereby agree as follows:

          SECTION 1. DEFINITIONS. Unless otherwise defined herein, capitalized terms are used herein as defined in the Credit Agreement.

          SECTION 2. AMENDMENTS.

               2.1 Amendments to Section 1.1. Section 1.1 of the Credit Agreement is hereby amended by adding the following new defined terms in their appropriate alphabetical order:

          ““CalGen Adequate Protection Stipulation”: the “Agreed Order Further Modifying the Order Authorizing Use of Cash Collateral and Granting Adequate Protection” entered into among the Debtors, Wilmington Trust FSB, as indenture trustee, HSBC Bank USA, National Association, as indenture trustee, Manufacturers Traders & Trust Company, as indenture trustee, and Wilmington Trust Company, as collateral agent, in form and substance acceptable to the Administrative Agents and filed with the Bankruptcy Court on December 8, 2006, granting, inter-alia, adequate protection to CalGen Holdings, Inc. and/or any of its Subsidiaries.

          “CalGen Cash Collateral Account”: a segregated account of the Borrower or any of its Subsidiaries which is a Debtor into which Unrestricted Cash (as defined in the CalGen Adequate Protection Stipulation) distributed by the CalGen Parties pursuant to the Calgen Adequate Protection Stipulation is held pending the use of such Unrestricted Cash by the Borrower or such Subsidiary.

          “CalGen Parties”: collectively, CalGen Holdings, Inc. and its Subsidiaries.

          “Goldendale”: Goldendale Energy Center, LLC.

          “Goldendale Newco”: a limited liability company to be formed after the Third Amendment Effective Date which shall be a direct Subsidiary of Goldendale.

          “Otay Mesa”: Otay Mesa Energy Center, LLC.

          “Otay Mesa Motion”: the “Motion For Entry of an Order (A) Approving the PPA Reinstatement Agreement Between Certain of the Debtors, Otay Mesa Energy Center, LLC and San Diego Gas & Electric Company; (B) Authorizing Intercompany Transfers of Assets Comprising the Otay Mesa Project to Otay Mesa Energy Center, LLC Free and Clear of All Liens, Claims and Encumbrances and Other Interests; (C) Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection Therewith; (D) Authorizing Calpine Corporation to Make Capital Contributions to Otay Mesa Energy Center, LLC ; and (E) Granting Related Relief” filed by the Borrower and certain other Debtors in the Cases on October 23, 2006 (Docket number 2922), seeking the approval of the Bankruptcy Court for the transactions described therein, together with the order (which shall be in form and substance reasonably acceptable to the Administrative Agents), granting such motion.

          “Third Amendment Effective Date”: has the meaning set forth in the Third Amendment, dated as of December 20, 2006, to this Agreement.”.

          2.2 Amendment to Section 2.17.

               (a) Section 2.17(b) of the Credit Agreement is hereby amended in its entirety to read as follows:

          “(b) Amounts to be applied in connection with prepayments of the Loans and Commitment reductions made pursuant to Section 2.17(a) shall be applied, first, to the prepayment of the First Priority Term Loans (in accordance with Section 2.20(b)) until the First Priority Term Loans are paid in full and, second, to the prepayment of the Second Priority Term Loans until paid in full. The application of any prepayment pursuant to Section 2.17 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans; provided, however, in connection with any such prepayments of the Term Loans pursuant to Section 2.17(a), such prepayments shall be applied on a pro rata basis to the then outstanding applicable Term Loans being prepaid irrespective of whether such outstanding Term Loans are Base Rate Loans or Eurodollar Loans; provided that if any Lender accepts such prepayment pursuant to Section 2.17(e), then, with respect to such prepayment, the amount of such prepayment shall be applied first to Term Loans that are Base Rate Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.23. Each prepayment of the Loans under Section 2.17 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.”.

               (b) Section 2.17(e) of the Credit Agreement is hereby amended in its entirety to read as follows:

          “(e) Notwithstanding anything to the contrary in Section 2.17(b) or 2.20, with respect to the amount of any mandatory prepayment described in Section 2.17 (such amount, the “Prepayment Amount”), the Borrower will, on the date specified in Section 2.17 for such prepayment, give the Administrative Agents telephonic notice (promptly confirmed in writing) requesting that the First Priority Agent prepare and provide to each First Priority Term Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the First Priority Agent will send to each First Priority Term Lender a Prepayment Option Notice, which shall be substantially in the form of Exhibit I, and shall include an offer (“Offer”) by the Borrower to prepay on the date (each a “Mandatory Prepayment Date”) that is ten (10) Business Days after the date of the Prepayment Option Notice, the relevant First Priority Term Loans of such Lender by an amount equal to the portion of the Prepayment Amount indicated in such Lender’s Prepayment Option Notice. Each First Priority Term Lender may accept or reject the Offer contained in the Prepayment Option Notice. Unless the Offer is affirmatively accepted by a First Priority Term Lender as set forth below, the Offer shall be deemed rejected by such First Priority Term Lender. With respect to First Priority Term Lenders accepting such Offer, on the Mandatory Prepayment Date, the First Priority Agent shall

pay to the relevant First Priority Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant First Priority Term Loans in respect of which such Lenders have accepted prepayment. Any First Priority Term Lenders accepting such Offer must, as soon as practicable, but in no event later than five (5) Business Days after receipt of the Prepayment Option Notice, give the First Priority Agent telephonic notice (promptly confirmed in writing) of such acceptance and the First Priority Agent will give the Borrower corresponding telephonic notice (promptly confirmed in writing). The amount equal to the portion of the Prepayment Amount for which no notification of acceptance of the Offer was received will be used, subject to the provisions of this Section 2.17(e) set forth below, on the applicable Mandatory Prepayment Date to repay the Second Priority Term Loans in accordance with Section 2.17(b). Notwithstanding anything to the contrary contained in Section 2.17(b) or 2.20, with respect to the Prepayment Amount, the Borrower will, on the date specified in Section 2.17 for such prepayment or no later than five (5) Business Days after the applicable Mandatory Prepayment Date with respect to any amount not accepted by the First Priority Term Lenders and to be applied to the prepayment of the Second Priority Term Loans in accordance with the immediately preceding sentence, give the Administrative Agents telephonic notice (promptly confirmed in writing) requesting that the Second Priority Agent prepare and provide to each Second Priority Lender a Prepayment Option Notice. As described above, the Second Priority Agent will send to each Second Priority Lender a Prepayment Option Notice, which shall include an Offer by the Borrower to prepay on the Mandatory Prepayment Date the relevant Second Priority Term Loans of such Lender by an amount equal to the portion of the Prepayment Amount indicated in such Lender’s Prepayment Option Notice. Each Second Priority Term Lender may accept or reject the Offer contained in the Prepayment Option Notice. Unless the Offer is affirmatively accepted by a Second Priority Term Lender as set forth below, the Offer shall be deemed rejected by such Second Priority Term Lender. With respect to Second Priority Term Lenders accepting such Offer, on the Mandatory Prepayment Date, the First Priority Agent shall pay to the relevant Second Priority Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Second Priority Term Loans in respect of which such Lenders have accepted prepayment. Any Second Priority Term Lenders accepting such offer must, as soon as practicable, but in no event later than five (5) Business Days after receipt of the Prepayment Option Notice, give the Administrative Agents, telephonic notice (promptly confirmed in writing) of such acceptance and the Second Priority Agent will give the Borrower telephonic notice of the same (promptly confirmed in writing), and the amount equal to the portion of the Prepayment Amount for which no notification of acceptance of the Offer was received will be used to repay any outstanding Revolving Loans, provided that such repayments of the Revolving Loans shall not reduce the Total Revolving Commitments.”.

               2.3 Amendment to Section 6.1. Section 6.1 of the Credit Agreement is hereby amended by deleting clause (n) thereof in its entirety and inserting in lieu thereof a new paragraph (n) as follows:

          “(n) Swap Agreements incurred in the ordinary course of business and consistent with applicable risk management guidelines established by the Borrower from time to time and delivered to the Administrative Agents and in connection with Swap

Agreements entered into with VMAC Energy I, LLC, associated reimbursement obligations, including with respect to letters of credit, to providers of credit support for such Swap Agreements in amounts not exceeding the notional amount of the Indebtedness outstanding under such Swap Agreements.”.

               2.4 Amendment to Section 6.2. Section 6.2 of the Credit Agreement is hereby amended by (a) deleting the word “and” at the end of clause (m) therein, (b) deleting the period the period at the end of clause (n) therein and substituting in lieu thereof a semicolon and (c) adding immediately after clause (n) therein new clauses (o) and (p) as follows:

          “(o) first priority Liens on the Capital Stock of Otay Mesa to secure the obligations of Otay Mesa and its Subsidiaries under any Project Financing (as defined in the Otay Mesa Motion) entered into by Otay Mesa or any such Subsidiaries, as contemplated by the Otay Mesa Motion; it being understood that the Liens of the Administrative Agent, for the benefit of the Lenders, shall be released without any further action upon consummation of any such Project Financing in accordance with Section 21 of the Security and Pledge Agreement; and

          (p) Liens granted to the CalGen Parties pursuant to the CalGen Adequate Protection Stipulation.”.

               2.5 Amendment to Section 6.3. Section 6.3 of the Credit Agreement is hereby amended by (a) deleting the word “and” at the end of clause (g) therein, (b) deleting the period at the end of clause (h) therein and substituting in lieu thereof “; and” and (c) adding immediately after clause (h) therein a new clause (i) as follows:

          “(i) Guarantee Obligations of the Borrower of obligations of Greenfield Project Partnership under the contract described in Section 6.5(l).”.

               2.6 Amendment to Section 6.4. Section 6.4 of the Credit Agreement is hereby amended by (a) deleting the word “and” at the end of clause (f) therein, (b) deleting the period at the end of clause (g) therein and substituting in lieu thereof a semicolon and (c) adding immediately after clause (g) therein new clauses (h) and (i) as follows:

          “(h) creation by Goldendale of Goldendale Newco; and

          (i) with the prior written consent of the Administrative Agents, mergers, consolidations or liquidations not otherwise permitted above of Credit Parties or any of their Subsidiaries which are inactive or have de minimis assets.”.

               2.7 Amendment to Section 6.5. Section 6.5 of the Credit Agreement is hereby amended by (a) deleting the word “and” at the end of clause (j) therein, (b) deleting the period at the end of clause (k) therein and substituting in lieu thereof a semicolon and (c) adding immediately after clause (k) therein new clauses (l), (m), (n), (o) and (p) as follows:

          “(l) the Disposition by the Borrower, directly or indirectly, to Greenfield Project Partnership of a purchase contract with Siemens Power Generation, Inc. relating

to warranties on turbines transferred to Greenfield Project Partnership prior to the Third Amendment Effective Date;

          (m) the Disposition by the Borrower and Calpine Power Corporation of (i) the Facility Assets, the Contributed Assets, the Interconnection Agreements, the CCMCI Assigned Contracts and the Calpine Assigned Contracts (each as defined in the Otay Mesa Motion) to Otay Mesa pursuant to the CTA (as defined in the Otay Mesa Motion) and (ii) the Lease and Sublease (each as defined in the Otay Mesa Motion) to San Diego Gas & Electric Company pursuant to the Reinstatement Agreement (as defined in the Otay Mesa Motion);

          (n) (i) the Disposition by Goldendale of all of its assets and liabilities to Goldendale Newco substantially contemporaneously with the consummation of the Disposition of all of the equity of Goldendale Newco owned by Goldendale and (ii) the Disposition of all of the equity of Goldendale Newco owned by Goldendale;

          (o) the Disposition of all of the equity interests in Towantic Energy, LLC and CPN Oxford, Inc., and upon the consummation of such Disposition the release of the guaranty and other obligations hereunder, and a release of the Liens under the Loan Documents on the equity interests and assets, of Towantic Energy LLC and CPN Oxford, Inc.; and

          (p) the Disposition of all of the equity interests in Skipanon Energy LLC., and upon the consummation of such Disposition the release of the guaranty and other obligations hereunder, and a release of the Liens under the Loan Documents on the equity interests and assets, of Skipanon Energy LLC”.

               2.8 Amendment to Section 6.7. Section 6.7 of the Credit Agreement is hereby amended by:

               (a) adding at the end of clause (d) therein immediately before the semicolon “which may be expended at any time during the term of this Agreement”; and

               (b) deleting the date “December 31, 2006” where it appears in clause (l) therein and inserting in lieu thereof the phrase “the Maturity Date”; and

               (c)(i) deleting the word “and” at the end of clause (m) therein, (ii) by deleting the period at the end of clause (n) therein and substituting in lieu thereof “; and”, and (iii) by adding immediately after clause (n) therein a new clause (o) as follows:

          “(o) the Borrower may cause Letters of Credit in an aggregate amount not to exceed $25,000,000 to be issued hereunder in favor of San Diego Gas & Electric Company to support the obligations of Otay Mesa under the Amended PPA (as defined in the Otay Mesa Motion).”.

               2.9 Amendment to Section 6.10. Section 6.10 of the Credit Agreement is hereby amended by adding at the end thereof a new sentence as follows:

          “For the purposes of Section 6.10 and Section 6.20, cash distributed by the CalGen Parties in accordance with the CalGen Cash Collateral Stipulation and on deposit in the CalGen Cash Collateral Account shall constitute “restricted cash” and the lien and security interest of the Lenders, the Collateral Agent and the Administrative Agents in the CalGen Cash Collateral Account and the amounts distributed by the CalGen Parties in accordance with the CalGen Cash Collateral Stipulation and deposited from time to time therein shall be junior to the liens granted to the CalGen Parties therein pursuant to the CalGen Adequate Protection Stipulation.”.

               2.10 Amendment to Section 6.11. Section 6.11 of the Credit Agreement is hereby amended by adding at the end thereof immediately before the period the phrase “and Liens granted on the CalGen Cash Collateral Account in favor of the CalGen Parties pursuant to the CalGen Adequate Protection Stipulation and Liens on cash deposits provided as collateral pursuant to the terms of the Trading Order”.

               2.11 Amendment to Section 6.13. Section 6.13 of the Credit Agreement is hereby amended by adding at the end of the second sentence thereof the following:

“provided, that any such amount, if not so expended in the fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year”.

               2.12 Amendment to Section 6.17. The table set forth in Section 6.17 of the Credit Agreement for the months ended December 31, 2006 through November 30, 2007 is hereby amended in its entirety to read as follows:

“Month		Geysers Leverage Ratio
December 31, 2006		9.50:1.00
January 31, 2007		9.75:1.00
February 28, 2007		9.75:1.00
March 31, 2007		10.00:1.00
April 30, 2007		10.00:1.00
May 31, 2007		10.00:1.00
June 30, 2007		10.00:1.00
July 31, 2007		10.00:1.00
August 31, 2007		10.00:1.00
September 30, 2007		10.00:1.00
October 31, 2007		10.00:1.00
November 30, 2007		10.00:1.00”.

               2.13 Amendment to Section 6.18. The table set forth in Section 6.18 of the Credit Agreement for the months ended December 31, 2006 through November 30, 2007 is hereby amended in its entirety to read as follows:

“Month		Geysers Interest Coverage Ratio
December 31, 2006		1.25:1.00
January 31, 2007		1.25:1.00

“Month		Geysers Interest Coverage Ratio
February 28, 2007		1.25:1.00
March 31, 2007		1.20:1.00
April 30, 2007		1.20:1.00
May 31, 2007		1.20:1.00
June 30, 2007		1.20:1.00
July 31, 2007		1.20:1.00
August 31, 2007		1.20:1.00
September 30, 2007		1.20:1.00
October 31, 2007		1.20:1.00
November 30, 2007		1.20:1.00”.

               2.14 Amendment to Section 6.21. Section 6.21 of the Credit Agreement is hereby amended by adding at the end of such Section immediately before the period the following “and other than the 2006 Adequate Protection Amount and the 2007 Adequate Protection Amount (as such terms are defined in the Agreed Order Further Modifying Order Authorizing Use of Cash Collateral and Granting Adequate Protection, entered by the Bankruptcy Court on or about December 20, 2006 (acceptable to the Administrative Agents and as entered on such date, the “Agreed Order”)) so long as (v) each such payment is made in accordance with the Agreed Order, (w) at the time of any such payment no Default or Event of Default has occurred and is continuing, (x) the aggregate amount of all such payments made in respect of interest payable for 2006 pursuant to the Agreed Order shall not exceed $100,300,000, (y) the proceeds of the Revolving Loans or Swingline Loans shall not be used to make any such payment and (z) immediately after giving effect to each such payment no Revolving Loans or Swingline Loans shall be outstanding”.

               2.15 Amendment to Section 7. Section 7 of the Credit Agreement is hereby amended

               (a) by amending paragraph (g) thereof by adding at the end thereof immediately before the semicolon therein “(except a dismissal of the Cases of Towantic Energy, LLC and CPN Oxford, Inc. substantially contemporaneously with the sale permitted under Section 6.5(o) and a dismissal of the Case of Skipanon Natural Gas LLC substantially contemporaneously with the sale permitted under Section 6.5(p))”; and

               (b) by deleting clause (i) of paragraph (h) thereof in its entirety and inserting in lieu thereof the following new clause (i):

“(i) An order of the Bankruptcy Court (other than the CalGen Adequate Protection Stipulation with respect to the Lien granted to the CalGen Parties therein on the CalGen Cash Collateral Account), shall be entered granting another Superpriority Claim or Lien pari passu with or senior to that granted to the Lenders and the Collateral Agent pursuant to this Agreement and the Interim Order (or the Final Order, as applicable); or”.

               2.16 Amendments to Schedules and Exhibits.

               (a) Amendment to Schedule 6.7. Annex 6.7A of Schedule 6.7 is hereby amended in its entirety with a new Annex 6.7A in the form attached hereto as Exhibit A.

               (b) Amendment to Schedule 6.8. Schedule 6.8 is hereby amended by adding a new item 198 at the end thereof as follows:

“198. Bill of Sale and Agreement dated as of February 25, 2005, between Calpine Construction Management Company, Inc., as Seller, and Calpine Steamboat Holdings, LLC, as Purchaser, relating to two certain gas turbine generators, accessories thereto, and performance data sheets, diagrams, control system configuration documentation and similar related documentation regarding such gas turbine generators.”.

               (c) Amendment to Exhibit I. Exhibit I is hereby amended in its entirety with a new Exhibit I in the form attached hereto as Exhibit B.

          SECTION 3. CONDITIONS PRECEDENT.

               3.1 Effective Date. This Amendment shall become effective as of the date first set forth above (the “Third Amendment Effective Date”) following the date on which all of the following conditions have been satisfied or waived:

               (a) Execution and Delivery. The Administrative Agents shall have received counterparts of this Amendment duly executed by (A) the Borrower and the Guarantors, (B) the Fronting Bank, (C) the Required Lenders, and (D) Majority Facility Lenders for each of Revolving Facility, the First Priority Term Facility and the Second Priority Term Facility.

               (b) Amendment Fee. The Administrative Agents shall have received (i) payment, for distribution to each Lender that has signed and delivered this Agreement to the Administrative Agents by not later than 3:00 p.m. (New York City time) on December 19, 2006 (or such later time or date as agreed by the Borrower and the Administrative Agents), an amendment fee equal to the aggregate of (A) 0.20% of the sum of the First Priority Term Loans of such Lender then outstanding and the Revolving Commitment of such Lender then in effect; and (B) 0.30% of the Second Priority Term Loans of such Lender then outstanding.

               (c) Fees and Expenses. The Administrative Agents shall have received all fees and accrued expenses of the Administrative Agents (including invoiced fees and expenses of legal counsel to the Administrative Agents) required to be paid by the Borrower; and

               (d) No Default. After giving effect to this Amendment, there shall be no Default or Event of Default.

          SECTION 4. GENERAL.

               4.1 Representations and Warranties. In order to induce the Administrative Agents and the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to the Administrative Agents and the Lenders that after giving effect to

this Amendment, the representations and warranties of the Borrower contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Third Amendment Effective Date (after giving effect hereto) as if made on and as of the Third Amendment Effective Date (except where such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date); provided that all references to the “Credit Agreement” in any Loan Document shall be and are deemed to mean the Credit Agreement as amended hereby.

               4.2 Loan Document. This Amendment constitutes a Loan Document.

               4.3 GOVERNING LAW. THIS AMENDMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO THIS AMENDMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND, TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE.

               4.4 Counterparts. This Amendment may be executed by the parties hereto in any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

               4.5 Consent of Guarantors. Each of the Guarantors hereby consents to the modifications to the Credit Agreement contemplated hereby.

               4.6 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the Borrower and the Guarantors and each of their respective successors and assigns, and upon the Administrative Agents and the Lenders and their successors and assigns. The execution and delivery of this Amendment by any Lender prior to the Third Amendment Effective Date shall be binding upon its successors and assigns and shall be effective as to any loans or commitments assigned to it after such execution and delivery.

               4.7 Limited Effect. Except as expressly modified by this Amendment, the Credit Agreement and the other Loan Documents are ratified and confirmed and are, and shall continue to be, in full force and effect in accordance with their respective terms. Each Loan Party acknowledges and agrees that such Loan Party is truly and justly indebted to the Lenders and the Administrative Agents for the Obligations, without defense, counterclaim or offset of any kind, and such Loan Party ratifies and reaffirms the validity, enforceability and binding nature of such Obligations. The Borrower acknowledges and agrees that nothing in this Amendment shall constitute an indication of the Lenders’ willingness to consent to any other amendment or waiver of any other provision of the Credit Agreement or a waiver of any Default or Event of Default not referenced in this Amendment or for any other time period.

               4.8 Headings. Section headings used in this Amendment are for convenience of reference only, are not part of this Amendment and are not to affect the constructions of, or to be taken into consideration in interpreting, this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed as of the day and the year first written.

GUARANTORS:

AMELIA ENERGY CENTER, LP
ANACAPA LAND COMPANY, LLC
ANDERSON SPRINGS ENERGY COMPANY
ANDROSCOGGIN ENERGY, INC.
AUBURNDALE PEAKER ENERGY CENTER, LLC
AUGUSTA DEVELOPMENT COMPANY, LLC
AVIATION FUNDING CORP.
BAYTOWN ENERGY CENTER, LP
BAYTOWN POWER GP, LLC
BAYTOWN POWER, LP
BELLINGHAM COGEN, INC.
BETHPAGE FUEL MANAGEMENT INC.
BLUE HERON ENERGY CENTER, LLC
BLUE SPRUCE HOLDINGS, LLC
BROAD RIVER ENERGY LLC
BROAD RIVER HOLDINGS, LLC
CALGEN EQUIPMENT FINANCE COMPANY, LLC
CALGEN EQUIPMENT FINANCE HOLDINGS, LLC
CALGEN EXPANSION COMPANY, LLC
CALGEN FINANCE CORPORATION
CALGEN PROJECT EQUIPMENT FINANCE COMPANY ONE, LLC
CALGEN PROJECT EQUIPMENT FINANCE COMPANY THREE, LLC
CALGEN PROJECT EQUIPMENT FINANCE COMPANY TWO, LLC
CALPINE ACADIA HOLDINGS, LLC
CALPINE ADMINISTRATIVE SERVICES COMPANY, INC.
CALPINE AGNEWS, INC.
CALPINE AMELIA ENERGY CENTER GP, LLC
CALPINE AMELIA ENERGY CENTER LP, LLC
CALPINE AUBURNDALE HOLDINGS, LLC
CALPINE BAYTOWN ENERGY CENTER GP, LLC
CALPINE BAYTOWN ENERGY CENTER LP, LLC
CALPINE BETHPAGE 3 PIPELINE CONSTRUCTION COMPANY, INC.
CALPINE BETHPAGE 3, LLC
CALPINE C*POWER, INC.
CALPINE CALGEN HOLDINGS, INC.
CALPINE CALIFORNIA DEVELOPMENT COMPANY, LLC
CALPINE CALIFORNIA ENERGY FINANCE, LLC

CALPINE CALIFORNIA EQUIPMENT FINANCE COMPANY, LLC
CALPINE CALISTOGA HOLDINGS, LLC
CALPINE CENTRAL TEXAS GP, INC.
CALPINE CENTRAL, INC.
CALPINE CENTRAL, L.P.
CALPINE CENTRAL-TEXAS, INC.
CALPINE CHANNEL ENERGY CENTER GP, LLC
CALPINE CHANNEL ENERGY CENTER LP, LLC
CALPINE CLEAR LAKE ENERGY GP, LLC
CALPINE CLEAR LAKE ENERGY, LP
CALPINE COGENERATION CORPORATION
CALPINE CORPUS CHRISTI ENERGY GP, LLC
CALPINE CORPUS CHRISTI ENERGY, LP
CALPINE DECATUR PIPELINE, INC.
CALPINE DECATUR PIPELINE, L.P.
CALPINE DIGHTON, INC.
CALPINE EAST FUELS, INC.
CALPINE EASTERN CORPORATION
CALPINE ENERGY SERVICES HOLDINGS, INC.
CALPINE FINANCE COMPANY
CALPINE FREESTONE ENERGY GP, LLC
CALPINE FREESTONE ENERGY, LP
CALPINE FREESTONE, LLC
CALPINE FUELS CORPORATION
CALPINE GAS HOLDINGS, LLC
CALPINE GENERATING COMPANY, LLC
CALPINE GEYSERS COMPANY, L.P.
CALPINE GILROY 1, INC.
CALPINE GILROY 2, INC.
CALPINE GILROY COGEN, L.P.
CALPINE GLOBAL SERVICES COMPANY, INC.
CALPIRIE GORDONSVILLE GP HOLDINGS, LLC
CALPINE GORDONSVILLE LP HOLDINGS, LLC
CALPINE GORDONSVILLE, LLC
CALPINE GREENLEAF HOLDINGS, INC.
CALPINE GREENLEAF, INC.
CALPINE HIDALGO DESIGN, L.P.
CALPINE HIDALGO ENERGY CENTER, L.P.
CALPINE HIDALGO HOLDINGS, INC.
CALIPNE HIDALGO POWER GP, LLC
CALPINE HIDALGO POWER, LP
CALPINE HIDALGO, INC.
CALPINE INTERNATIONAL HOLDINGS, INC.
CALPINE INTERNATIONAL, LLC
CALPINE INVESTMENT HOLDINGS, LLC

CALPINE KENNEDY AIRPORT, INC.
CALPINE KENNEDY OPERATORS INC.
CALPINE KIA, INC.
CALPINE LEASING INC.
CALPINE LONG ISLAND, INC.
CALPINE LOST PINES OPERATIONS, INC.
CALPINC LOUISIANA PIPELINE COMPANY
CALPINE MAGIC VALLEY PIPELINE, INC.
CALPINE MONTEREY COGENERATION, INC.
CALPINE MVP, INC.
CALPINE NCTP GP, LLC
CALPINE NCTP, LP
CALPINE NORTHBROOK CORPORATION OF MAINE, INC.
CALPINE NORTHBROOK ENERGY HOLDING, LLC
CALPINE NORTHBROOK ENERGY, LLC
CALPINE NORTHBROOK HOLDINGS CORPORATION
CALPINE NORTHBROOK INVESTORS, LLC
CALPINE NORTHBROOK PROJECT HOLDINGS, LLC
CALPINE NORTHBROOK SERVICES, LLC
CALPINE NORTHBROOK SOUTHCOAST INVESTORS, LLC
CALPINE NTC, LP
CALPINE ONETA POWER I, LLC
CALPINE ONETA POWER II LLC
CALPINE ONETA POWER, L.P.
CALPINE OPERATIONS MANAGEMENT COMPANY, INC.
CALPINE PASTORIA HOLDINGS, LLC
CALPINE PHILADELPHIA, INC.
CALPINE PITTSBURG, LLC
CALPINE POWER COMPANY
CALPINE POWER EQUIPMENT LP
CALPINE POWER MANAGEMENT, INC.
CALPINE POWER MANAGEMENT, LP
CALPINE POWER, INC.
CALPINE POWERAMERICA, INC.
CALPINE POWERAMERICA — CA, LLC
CALPINE POWERAMERICA — CT, LLC
CALPINE POWERAMERICA — MA, LLC
CALPINE POWERAMERICA — ME, LLC
CALPINE POWERAMERICA — NH, LLC
CALPINE POWERAMERICA — NY, LLC
CALPINE POWERAMERICA — OR, LLC
CALPINE POWERAMERICA, LP

CALPINE PROJECT HOLDINGS, INC.
CALPINE PRYOR, INC.
CALPINE RUMFORD I, INC.
CALPINE RUMFORD, INC.
CALPINE SCHUYLKILL, INC.
CALPINE SISKIYOU GEOTHERMAL PARTNERS, L.P.
CALPINE SONORAN PIPELINE LLC
CALPINE STONY BROOK, INC.
CALPINE STONY BROOK OPERATORS, INC.
CALPINE STONY BROOK POWER MARKETING, LLC
CALPINE SUMAS, INC.
CALPINE TCCL HOLDINGS, INC.
CALPINE TEXAS PIPELINE GP, INC.
CALPINE TEXAS PIPELINE LP, INC.
CALPINE TEXAS PIPELINE, L.P.
CALPINE TIVERTON 1, INC.
CALPINE TIVERTON, INC.
CALPINE ULC I HOLDING, LLC
CALPINE UNIVERSITY POWER, INC.
CALPINE UNRESTRICTED FUNDING, LLC
CALPINE UNRESTRICTED HOLDINGS, LLC
CALPINE VAPOR, INC.
CARVILLE ENERGY LLC
CCFC DEVELOPMENT COMPANY, LLC
CCFC EQUIPMENT FINANCE COMPANY, LLC
CCFC PROJECT EQUIPMENT FINANCE COMPANY ONE, LLC
CES GP, LLC
CGC DIGHTON, LLC
CHANNEL ENERGY CENTER, LP
CHANNEL POWER GP, LLC
CHANNEL POWER, LP
CLEAR LAKE COGENERATION LIMITED PARTNERSHIP
COGENAMERICA ASIA INC.
COGENAMERICA PARLIN SUPPLY CORP.
COLUMBIA ENERGY LLC
CORPUS CHRISTI COGENERATION L.P.
CPN 3RD TURBINE, INC.
CPN ACADIA, INC.
CPN BERKS GENERATION, INC.
CPN BERKS, LLC
CPN BETHPAGE 3RD TURBINE, INC.
CPN CASCADE, INC.
CPN CLEAR LAKE, INC.
CPN DECATUR PIPELINE, INC.

CPN ENERGY SERVICES LP, INC.
CPN FREESTONE, LLC
CPN FUNDING, INC.
CPN MORRIS, INC.
CPN OXFORD, INC.
CPN PIPELINE COMPANY
CPN PLEASANT HILL OPERATING, LLC
CPN PLEASANT HILL, LLC
CPN POWER SERVICES GP, LLC
CPN POWER SERVICES, LP
CPN PRYOR FUNDING CORPORATION
CPN TELEPHONE FLAT, INC.
DECATUR ENERGY CENTER, LLC
DEER PARK POWER GP, LLC
DEER PARK POWER, LP
DELTA ENERGY CENTER, LLC
DIGHTON POWER ASSOCIATES LIMITED PARTNERSHIP
EAST ALTAMONT ENERGY CENTER, LLC
FOND DU LAC ENERGY CENTER, LLC
FONTANA ENERGY CENTER, LLC
FREESTONE POWER GENERATION, LP
GEC BETHPAGE INC.
GEOTHERMAL ENERGY PARTNERS LTD.
GEYSERS POWER COMPANY II, LLC
GEYSERS POWER COMPANY, LLC
GEYSERS POWER I COMPANY
GOLDENDALE ENERGY CENTER, LLC
HAMMOND ENERGY LLC
HILLABEE ENERGY CENTER, LLC
IDELWILD FUEL MANAGEMENT CORP.
JMC BETHPAGE, INC.
KIAC PARTNERS
LAKE WALES ENERGY CENTER, LLC
LAWRENCE ENERGY CENTER, LLC
LONE OAK ENERGY CENTER, LLC
LOS ESTEROS CRITICAL ENERGY FACILITY, LLC
LOS MEDANOS ENERGY CENTER LLC
MAGIC VALLEY GAS PIPELINE GP, LLC
MAGIC VALLEY GAS PIPELINE, LP
MAGIC VALLEY PIPELINE, L.P.
MEP PLEASANT HILL, LLC
MOAPA ENERGY CENTER, LLC
MOBILE ENERGY LLC
MODOC POWER, INC.
MORGAN ENERGY CENTER, LLC

MOUNT HOFFMAN GEOTHERMAL COMPANY, L.P.
MT. VERNON ENERGY LLC
NISSEQUOGUE COGEN PARTNERS
NORTHWEST COGENERATION, INC.
NTC FIVE, INC.
NTC GP, LLC
NUECES BAY ENERGY LLC
O.L.S. ENERGY-AGNEWS, INC.
ODYSSEY LAND ACQUISITION COMPANY
PAJARO ENERGY CENTER, LLC
PASTORIA ENERGY CENTER, LLC
PASTORIA ENERGY FACILITY, LLC
PHILADELPHIA BIOGAS SUPPLY, INC.
PHIPPS BEND ENERGY CENTER, LLC
PINE BLUFF ENERGY, LLC
POWER INVESTORS, L.L.C.
QUINTANA CANADA HOLDINGS, LLC
ROCKGEN ENERGY LLC
RUMFORD POWER ASSOCIATES LIMITED PARTNERSHIP
RUSSELL CITY ENERGY CENTER, LLC
SAN JOAQUIN VALLEY ENERGY CENTER, LLC
SILVERADO GEOTHERMAL RESOURCES, INC.
SKIPANON NATURAL GAS, LLC
SOUTH POINT ENERGY CENTER, LLC
SOUTH POINT HOLDINGS, LLC
STONY BROOK COGENERATION, INC.
STONY BROOK FUEL MANAGEMENT CORP.
SUTTER DRYERS, INC.
TBG COGEN PARTNERS
TEXAS CITY COGENERATION, L.P.
TEXAS COGENERATION COMPANY
TEXAS COGENERATION FIVE, INC.
TEXAS COGENERATION ONE COMPANY
THERMAL POWER COMPANY
TIVERTON POWER ASSOCIATES LIMITED PARTNERSHIP
TOWANTIC ENERGY, L.L.C.
VEC HOLDINGS, LLC
VENTURE ACQUISITION COMPANY
VINEYARD ENERGY CENTER, LLC
WAWAYANDA ENERGY CENTER, LLC
WHATCOM COGENERATION PARTNERS, L.P.
ZION ENERGY LLC

		ARES ENHANCED LOAN INVESTMENT STRATEGY II, LTD.
		By:		Ares Enhanced Loan Management II, L.P., Investment Manager
		By:		Ares Enhanced Loan GP II, LLC, Its General Partner
		as a Lender
		By:		/s/ Seth J. Brufsky
				Name: Seth J. Brufsky
				Title: Vice President
		Ares X CLO Ltd.
		By:		Ares CLO Management X, L.P., Investment Manager
		By:		Ares CLO GP X, LLC, Its General Partner
		as a Lender
		By:		/s/ Seth J. Brufsky
				Name: Seth J. Brufsky
				Title: Vice President

		ARES HR CLO Ltd.
		By:		Ares CLO Management IIR, L.P. Investment Manager
		By:		Ares CLO GP IIR, LLC, Its General Partner

		Ares VR CLO Ltd.
		By:		Ares CLO Management VR, L.P., Investment Manager
		By:		Ares CLO GP VR, LLC, Its General Partner

		Ares VIR CLO Ltd.
		By:		Ares CLO Management VIR, L.P., Investment Manager
		By:		Ares CLO GP VIR, LLC, Its General Partner

		Ares VIII CLO Ltd.
		By:		Ares CLO Management VIII, L.P., Investment Manager
		By:		Ares CLO GP VIII, LLC, Its General Partner

		Ares IX CLO Ltd.
		By:		Ares CLO Management IX, L.P., Investment Manager
		By:		Ares CLO GP IX, LLC, Its General Partner

		CONFLUENT 2 LIMITED
		By: Ares Private Account Management I, L.P., as Sub-Manager
		By: Ares Private Account Management I GP, LLC, as General Partner
		By:Ares Management LLC, as Manager

		ARES ENHANCED LOAN INVESTMENT STRATEGY, LTD.
		By:		Ares Enhanced Loan Management, L.P., Investment Manager
		By:		Ares Enhanced Loan GP, LLC, Its General Partner

		/s/ Vikram Natarajan Vikram Natarajan Director

		EATON VANCE INSTITUTIONAL SENIOR LOAN FUND BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR as a Lender

		OAK HILL CREDIT ALPHA FINANCE I, LLC
		By:		Oak Hill Credit Alpha Fund, L.P. Its Member
		By:		Oak Hill Credit Alpha Gen Par, L.P. Its General Partner
		By:		Oak Hill Credit Alpha MGR, LLC, Its General Partner