##### 









UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-K/A


Amendment No. 1


|           |  |                                                                                             
|---------- |  | --------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                             
|þ          |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934    
|          
|           |  | For the fiscal year ended December 31, 2004                                                 
|          
|or        
|          
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
|          
|           |  | For the transition period
    from           to                                             

Commission file number: 333-117335





Calpine Generating Company, LLC


(A Delaware Limited Liability Company)


CalGen Finance Corp.


(A Delaware Corporation)


I.R.S. Employer Identification Nos.


77-0555128


20-1162632


50 West San Fernando Street, 5th Floor


San Jose, California 95113


Telephone: (408) 995-5115


Securities registered pursuant to Section 12(b) of the
Act:


None


Securities registered pursuant to Section 12(g) of the
Act:


None


þ o


þ


o þ










(Continued on next page)










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##### 



(Continued from previous page)


DOCUMENTS INCORPORATED BY REFERENCE


None


OMISSION OF CERTAIN INFORMATION




| |                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In
    accordance with General Instruction I (1)(a) and
    (b) of Form 10-K, the registrant is omitting
    Items 4, 10, 11, 12 and 13 (and related Exhibits)
    because:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) All of the equity securities of Calpine Generating
    Company, LLC, CalGen Finance Corp. and each of the
    additional registrants listed below are owned, indirectly, by
    Calpine Corporation which is a reporting company under the
    Securities Exchange Act of 1934 and which has filed all material
    required to be filed by it pursuant to Section 13, 14,
    or 15(d) thereof and is named in conjunction with the
    registrants description of their business; and                           
|
| | (2) during the preceding thirty-six calendar months and any
    subsequent period of days, there has not been any material
    default in the payment of principal, interest, sinking or
    purchase fund installment, or any other material default not
    cured within thirty days with respect to any indebtedness of the
    registrant or its subsidiaries, and there has not been any
    material default in the payment by the registrant or its
    subsidiaries of rentals under material long-term leases.

TABLE OF ADDITIONAL REGISTRANTS


|                                                   |  |                 |          |  |                 |  |               |                       |  |  |            | 
|-------------------------------------------------- |  | --------------- | -------- |  | --------------- |  | ------------- | --------------------- |  |  | ---------- | 
|                                                   |  | State of        |          |  |                 |  |              
|                                                   |  | Incorporation   |          |  | Commission File |  |               | I.R.S. Employer       | 
|Registrant                                         |  | or Organization |          |  | Number          |  |               | Identification Number | 
|                                                   |  |                 |          |  |                 |  |               |                       | 
|CalGen Expansion Company, LLC                      |  |                 | Delaware |  |                 |  | 333-117335-39 |                       |  |  | 77-0555127 | 
|Baytown Energy Center, LP                          |  |                 | Delaware |  |                 |  | 333-117335-38 |                       |  |  | 77-0555135 | 
|Calpine Baytown Energy Center GP, LLC              |  |                 | Delaware |  |                 |  | 333-117335-37 |                       |  |  | 77-0555133 | 
|Calpine Baytown Energy Center LP, LLC              |  |                 | Delaware |  |                 |  | 333-117335-36 |                       |  |  | 77-0555138 | 
|Baytown Power GP, LLC                              |  |                 | Delaware |  |                 |  | 333-117335-35 |                       |  |  | 86-1056699 | 
|Baytown Power, LP                                  |  |                 | Delaware |  |                 |  | 333-117335-34 |                       |  |  | 86-1056708 | 
|Carville Energy LLC                                |  |                 | Delaware |  |                 |  | 333-117335-33 |                       |  |  | 36-4309608 | 
|Channel Energy Center, LP                          |  |                 | Delaware |  |                 |  | 333-117335-32 |                       |  |  | 77-0555137 | 
|Calpine Channel Energy Center GP, LLC              |  |                 | Delaware |  |                 |  | 333-117335-31 |                       |  |  | 77-0555139 | 
|Calpine Channel Energy Center LP, LLC              |  |                 | Delaware |  |                 |  | 333-117335-09 |                       |  |  | 77-0555140 | 
|Channel Power GP, LLC                              |  |                 | Delaware |  |                 |  | 333-117335-08 |                       |  |  | 86-1056758 | 
|Channel Power, LP                                  |  |                 | Delaware |  |                 |  | 333-117335-07 |                       |  |  | 86-1056755 | 
|Columbia Energy LLC                                |  |                 | Delaware |  |                 |  | 333-117335-06 |                       |  |  | 36-4380154 | 
|Corpus Christi Cogeneration LP                     |  |                 | Delaware |  |                 |  | 333-117335-05 |                       |  |  | 36-4337040 | 
|Nueces Bay Energy LLC                              |  |                 | Delaware |  |                 |  | 333-117335-04 |                       |  |  | 36-4216016 | 
|Calpine Northbrook Southcoast Investors, LLC       |  |                 | Delaware |  |                 |  | 333-117335-03 |                       |  |  | 36-4337045 | 
|Calpine Corpus Christi Energy GP, LLC              |  |                 | Delaware |  |                 |  | 333-117335-02 |                       |  |  | 86-1056770 | 
|Calpine Corpus Christi Energy, LP                  |  |                 | Delaware |  |                 |  | 333-117335-30 |                       |  |  | 86-1056497 | 
|Decatur Energy Center, LLC                         |  |                 | Delaware |  |                 |  | 333-117335-29 |                       |  |  | 77-0555708 | 
|Delta Energy Center, LLC                           |  |                 | Delaware |  |                 |  | 333-117335-28 |                       |  |  | 95-4812214 | 
|CalGen Project Equipment Finance Company Two, LLC  |  |                 | Delaware |  |                 |  | 333-117335-27 |                       |  |  | 77-0585399 | 
|Freestone Power Generation LP                      |  |                 | Texas    |  |                 |  | 333-117335-26 |                       |  |  | 76-0608559 | 
|Calpine Freestone, LLC                             |  |                 | Delaware |  |                 |  | 333-117335-25 |                       |  |  | 77-0486738 | 
|CPN Freestone, LLC                                 |  |                 | Delaware |  |                 |  | 333-117335-24 |                       |  |  | 77-0545937 | 
|Calpine Freestone Energy GP, LLC                   |  |                 | Delaware |  |                 |  | 333-117335-23 |                       |  |  | 86-1056713 | 
|Calpine Freestone Energy, LP                       |  |                 | Delaware |  |                 |  | 333-117335-22 |                       |  |  | 86-1056720 | 
|Calpine Power Equipment LP                         |  |                 | Texas    |  |                 |  | 333-117335-21 |                       |  |  | 76-0645514 | 
|Los Medanos Energy Center, LLC                     |  |                 | Delaware |  |                 |  | 333-117335-20 |                       |  |  | 77-0553164 | 
|CalGen Project Equipment Finance Company One, LLC  |  |                 | Delaware |  |                 |  | 333-117335-19 |                       |  |  | 77-0556245 | 
|Morgan Energy Center, LLC                          |  |                 | Delaware |  |                 |  | 333-117335-18 |                       |  |  | 77-0555141 | 
|Pastoria Energy Facility L.L.C.                    |  |                 | Delaware |  |                 |  | 333-117335-17 |                       |  |  | 77-0581976 | 
|Calpine Pastoria Holdings, LLC                     |  |                 | Delaware |  |                 |  | 333-117335-16 |                       |  |  | 77-0559247 | 
|Calpine Oneta Power, L.P.                          |  |                 | Delaware |  |                 |  | 333-117335-15 |                       |  |  | 75-2815392 | 
|Calpine Oneta Power I, LLC                         |  |                 | Delaware |  |                 |  | 333-117335-14 |                       |  |  | 75-2815390 | 
|Calpine Oneta Power II, LLC                        |  |                 | Delaware |  |                 |  | 333-117335-13 |                       |  |  | 75-2815394 | 
|Zion Energy LLC                                    |  |                 | Delaware |  |                 |  | 333-117335-12 |                       |  |  | 36-4330312 | 
|CalGen Project Equipment Finance Company Three LLC |  |                 | Delaware |  |                 |  | 333-117335-11 |                       |  |  | 10-0008436 | 
|CalGen Equipment Finance Holdings, LLC             |  |                 | Delaware |  |                 |  | 333-117335-10 |                       |  |  | 77-0555519 | 
|CalGen Equipment Finance Company, LLC              |  |                 | Delaware |  |                 |  | 333-117335-01 |                       |  |  | 77-0555523 | 



---



##### 



Explanatory Note






---



##### 





EXHIBIT INDEX


|        |   |     |             |                                                                                                                                               
|------- | - | --- | ----------- | ----------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |   |     |            
|Number  |   |     | Description
|        |   |     |            
|        | 1 | .1  |             | Purchase Agreement, dated March 12, 2004, between Calpine
    Generating Company, LLC, CalGen Finance Corp. and Morgan
    Stanley & Co. Inc.*
|        | 3 | .1  |             | Amended and Restated Certificate of Formation of Calpine
    Generating Company, LLC.*                                                        
|        | 3 | .2  |             | Certificate of Incorporation of CalGen Finance Corp.*                                                                                         
|        | 3 | .3  |             | Certificate of Formation of CalGen Expansion Company, LLC (f/k/a
    CCFC II Development Company, LLC).*                                      
|        | 3 | .4  |             | Certificate of Amendment to Certificate of Formation of CalGen
    Expansion Company, LLC (f/k/a CCFC II Development Company, LLC).*          
|        | 3 | .5  |             | Certificate of Amendment to Certificate of Formation of CalGen
    Expansion Company, LLC (f/k/a CCFC II Development Company, LLC).*          
|        | 3 | .6  |             | Certificate of Limited Partnership of Baytown Energy Center, LP.*                                                                             
|        | 3 | .7  |             | Certificate of Amendment to Certificate of Limited Partnership
    of Baytown Energy Center, LP.*                                             
|        | 3 | .8  |             | Certificate of Formation of Calpine Baytown Energy Center GP,
    LLC.*                                                                       
|        | 3 | .9  |             | Certificate of Amendment to Certificate of Formation of Calpine
    Baytown Energy Center GP, LLC.*                                           
|        | 3 | .10 |             | Certificate of Formation of Calpine Baytown Energy Center LP,
    LLC.*                                                                       
|        | 3 | .11 |             | Certificate of Amendment to Certificate of Formation of Calpine
    Baytown Energy Center LP, LLC.*                                           
|        | 3 | .12 |             | Certificate of Formation of Baytown Power GP, LLC.*                                                                                           
|        | 3 | .13 |             | Certificate of Amendment to Certificate of Formation of Baytown
    Power GP, LLC.*                                                           
|        | 3 | .14 |             | Certificate of Limited Partnership of Baytown Power, LP.*                                                                                     
|        | 3 | .15 |             | Certificate of Amendment to Certificate of Limited Partnership
    of Baytown Power, LP.*                                                     
|        | 3 | .16 |             | Certificate of Formation of Carville Energy LLC (f/k/a Bayou
    Verret Energy LLC and Bayou Verret LLC).*                                    
|        | 3 | .17 |             | Certificate of Amendment to Certificate of Formation of Carville
    Energy LLC(f/k/a Bayou Verret Energy LLC and Bayou Verret LLC).*         
|        | 3 | .18 |             | Certificate of Amendment to Certificate of Formation of Carville
    Energy LLC (f/k/a Bayou Verret Energy LLC and Bayou Verret LLC).*        
|        | 3 | .19 |             | Certificate of Amendment to Certificate of Formation of Carville
    Energy LLC (f/k/a Bayou Verret Energy LLC and Bayou Verret LLC).*        
|        | 3 | .20 |             | Certificate of Amendment to Certificate of Formation of Carville
    Energy LLC (f/k/a Bayou Verret Energy LLC and Bayou Verret LLC).*        
|        | 3 | .21 |             | Certificate of Amendment to Certificate of Formation of Carville
    Energy LLC (f/k/a Bayou Verret Energy LLC and Bayou Verret LLC).*        
|        | 3 | .22 |             | Certificate of Limited Partnership of Channel Energy Center, LP.*                                                                             
|        | 3 | .23 |             | Certificate of Amendment to Certificate of Limited Partnership
    of Channel Energy Center, LP.*                                             
|        | 3 | .24 |             | Certificate of Formation of Calpine Channel Energy Center GP,
    LLC.*                                                                       
|        | 3 | .25 |             | Certificate of Amendment to Certificate of Formation of Calpine
    Channel Energy Center GP, LLC.*                                           
|        | 3 | .26 |             | Certificate of Formation of Calpine Channel Energy Center LP,
    LLC.*                                                                       
|        | 3 | .27 |             | Certificate of Amendment to Certificate of Formation of Calpine
    Channel Energy Center LP, LLC.*                                           
|        | 3 | .28 |             | Certificate of Formation of Channel Power GP, LLC.*                                                                                           
|        | 3 | .29 |             | Certificate of Amendment to Certificate of Formation of Channel
    Power GP, LLC.*                                                           
|        | 3 | .30 |             | Certificate of Limited Partnership of Channel Power, LP.*                                                                                     
|        | 3 | .31 |             | Certificate of Amendment to Certificate of Limited Partnership
    of Channel Power, LP.*                                                     
|        | 3 | .32 |             | Certificate of Formation of Columbia Energy LLC.*                                                                                             
|        | 3 | .33 |             | Certificate of Amendment to Certificate of Formation of Columbia
    Energy LLC.*                                                             



---



##### 



|        |   |     |             |                                                                                                                                                                               
|------- | - | --- | ----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |   |     |            
|Number  |   |     | Description
|        |   |     |            
|        | 3 | .34 |             | Certificate of Amendment to Certificate of Formation of Columbia
    Energy LLC.*                                                                                             
|        | 3 | .35 |             | Certificate of Limited Partnership of Corpus Christi
    Cogeneration LP.*                                                                                                    
|        | 3 | .36 |             | Certificate of Amendment to Certificate of Limited Partnership
    of Corpus Christi Cogeneration LP.*                                                                        
|        | 3 | .37 |             | Certificate of Amendment to Certificate of Limited Partnership
    of Corpus Christi Cogeneration LP.*                                                                        
|        | 3 | .38 |             | Certificate of Formation of Nueces Bay Energy LLC.*                                                                                                                           
|        | 3 | .39 |             | Certificate of Amendment to Certificate of Formation of Nueces
    Bay Energy LLC.*                                                                                           
|        | 3 | .40 |             | Certificate of Amendment to Certificate of Formation of Nueces
    Bay Energy LLC.*                                                                                           
|        | 3 | .41 |             | Amended and Restated Certificate of Formation of Calpine
    Northbrook Southcoast Investors, LLC (f/k/a Skygen Southcoast
    Investors LLC).*                               
|        | 3 | .42 |             | Certificate of Amendment to Certificate of Formation of Calpine
    Northbrook Southcoast Investors, LLC (f/k/a Skygen Southcoast
    Investors LLC).*                        
|        | 3 | .43 |             | Certificate of Formation of Calpine Corpus Christi Energy GP,
    LLC.*                                                                                                       
|        | 3 | .44 |             | Certificate of Amendment to Certificate of Formation of Calpine
    Corpus Christi Energy GP, LLC.*                                                                           
|        | 3 | .45 |             | Certificate of Limited Partnership of Calpine Corpus Christi
    Energy, LP.*                                                                                                 
|        | 3 | .46 |             | Certificate of Amendment to Certificate of Limited Partnership
    of Calpine Corpus Christi Energy, LP.*                                                                     
|        | 3 | .47 |             | Certificate of Formation of Decatur Energy Center, LLC.*                                                                                                                      
|        | 3 | .48 |             | Certificate of Amendment to Certificate of Formation of Decatur
    Energy Center, LLC.*                                                                                      
|        | 3 | .49 |             | Certificate of Formation of Delta Energy Center, LLC.*                                                                                                                        
|        | 3 | .50 |             | Certificate of Amendment to Certificate of Formation of Delta
    Energy Center, LLC.*                                                                                        
|        | 3 | .51 |             | Certificate of Amendment to Certificate of Formation of Delta
    Energy Center, LLC.*                                                                                        
|        | 3 | .52 |             | Certificate of Formation of CalGen Project Equipment Finance
    Company Two, LLC (f/k/a CCFC II Project Equipment Finance
    Company Two, LLC).*                            
|        | 3 | .53 |             | Certificate of Amendment to Certificate of Formation of CalGen
    Project Equipment Finance Company Two, LLC (f/k/a CCFC II
    Project Equipment Finance Company Two, LLC).*
|        | 3 | .54 |             | Certificate of Amendment to Certificate of Formation of CalGen
    Project Equipment Finance Company Two, LLC (f/k/a CCFC II
    Project Equipment Finance Company Two, LLC).*
|        | 3 | .55 |             | Amended and Restated Certificate of Limited Partnership of
    Freestone Power Generation LP.*                                                                                
|        | 3 | .56 |             | Certificate of Formation of Calpine Freestone, LLC.*                                                                                                                          
|        | 3 | .57 |             | Certificate of Formation of CPN Freestone, LLC.*                                                                                                                              
|        | 3 | .58 |             | Certificate of Formation of Calpine Freestone Energy GP, LLC.*                                                                                                                
|        | 3 | .59 |             | Certificate of Amendment to Certificate of Formation of Calpine
    Freestone Energy GP, LLC.*                                                                                
|        | 3 | .60 |             | Certificate of Limited Partnership of Calpine Freestone Energy,
    LP.*                                                                                                      
|        | 3 | .61 |             | Certificate of Amendment to Certificate of Limited Partnership
    of Calpine Freestone Energy, LP.*                                                                          
|        | 3 | .62 |             | Amended and Restated Certificate of Limited Partnership of
    Calpine Power Equipment LP.*                                                                                   
|        | 3 | .63 |             | Amended and Restated Certificate of Formation of Los Medanos
    Energy Center LLC (f/k/a Pittsburg District Energy Facility,
    LLC).*                                      
|        | 3 | .64 |             | Certificate of Amendment to Certificate of Formation of Los
    Medanos Energy Center LLC (f/k/a Pittsburg District Energy
    Facility, LLC).*                               
|        | 3 | .65 |             | Certificate of Formation of CalGen Project Equipment Finance
    Company One, LLC (f/k/a CCFC II Project Equipment Finance
    Company One, LLC).*                            
|        | 3 | .66 |             | Certificate of Amendment to Certificate of Formation of CalGen
    Project Equipment Finance Company One, LLC (f/k/a CCFC II
    Project Equipment Finance Company One, LLC).*
|        | 3 | .67 |             | Certificate of Amendment to Certificate of Formation of CalGen
    Project Equipment Finance Company One, LLC (f/k/a CCFC II
    Project Equipment Finance Company One, LLC).*
|        | 3 | .68 |             | Certificate of Formation of Morgan Energy Center, LLC.*                                                                                                                       
|        | 3 | .69 |             | Certificate of Amendment to Certificate of Formation of Morgan
    Energy Center, LLC.*                                                                                       
|        | 3 | .70 |             | Certificate of Formation of Pastoria Energy Facility L.L.C.*                                                                                                                  



---



##### 



|        |   |     |             |                                                                                                                                                                                                                    
|------- | - | --- | ----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |   |     |            
|Number  |   |     | Description
|        |   |     |            
|        | 3 | .71 |             | Certificate of Amendment to Certificate of Formation of Pastoria
    Energy Facility L.L.C.*                                                                                                                       
|        | 3 | .72 |             | Certificate of Amendment to Certificate of Formation of Pastoria
    Energy Facility L.L.C.*                                                                                                                       
|        | 3 | .73 |             | Amended and Restated Certificate of Formation of Calpine
    Pastoria Holdings, LLC (f/k/a Pastoria Energy Center, LLC).*                                                                                          
|        | 3 | .74 |             | Certificate of Amendment to Certificate of Formation of Calpine
    Pastoria Holdings, LLC (f/k/a Pastoria Energy Center, LLC).*                                                                                   
|        | 3 | .75 |             | Amended and Restated Certificate of Limited Partnership of
    Calpine Oneta Power, L.P. (f/k/a Panda Oneta Power, L.P.).*                                                                                         
|        | 3 | .76 |             | Certificate of Amendment to Certificate of Limited Partnership
    of Calpine Oneta Power, L.P. (f/k/a Panda Oneta Power, L.P.).*                                                                                  
|        | 3 | .77 |             | Amended and Restated Certificate of Formation of Calpine Oneta
    Power I, LLC (f/k/a Panda Oneta Power I, LLC).*                                                                                                 
|        | 3 | .78 |             | Certificate of Amendment to Certificate of Formation of Calpine
    Oneta Power I, LLC (f/k/a Panda Oneta Power I, LLC).*                                                                                          
|        | 3 | .79 |             | Amended and Restated Certificate of Formation of Calpine Oneta
    Power II, LLC (f/k/a Panda Oneta Power II, LLC).*                                                                                               
|        | 3 | .80 |             | Certificate of Amendment to Certificate of Formation of Calpine
    Oneta Power II, LLC (f/k/a Panda Oneta Power II, LLC).*                                                                                        
|        | 3 | .81 |             | Certificate of Formation of Zion Energy LLC.*                                                                                                                                                                      
|        | 3 | .82 |             | Certificate of Amendment to Certificate of Formation of Zion
    Energy LLC.*                                                                                                                                      
|        | 3 | .83 |             | Certificate of Amendment to Certificate of Formation of Zion
    Energy LLC.*                                                                                                                                      
|        | 3 | .84 |             | Certificate of Formation of CalGen Project Equipment Finance
    Company Three, LLC (f/k/a CCFC II Project Equipment Finance
    Company Three, LLC).*                                                             
|        | 3 | .85 |             | Certificate of Amendment to Certificate of Formation of CalGen
    Project Equipment Finance Company Three, LLC (f/k/a CCFC II
    Project Equipment Finance Company Three, LLC).*                                 
|        | 3 | .86 |             | Certificate of Amendment to Certificate of Formation of CalGen
    Project Equipment Finance Company Three, LLC (f/k/a CCFC II
    Project Equipment Finance Company Three, LLC).*                                 
|        | 3 | .87 |             | Amended and Restated Certificate of Formation of CalGen
    Equipment Finance Holdings, LLC (f/k/a CCFC II Leasing
    Holdings, LLC and CCFC II Equipment Finance Holdings, LLC).*                                
|        | 3 | .88 |             | Certificate of Amendment to Certificate of Formation of CalGen
    Equipment Finance Holdings, LLC (f/k/a CCFC II Leasing
    Holdings, LLC and CCFC II Equipment Finance Holdings, LLC).*                         
|        | 3 | .89 |             | Certificate of Amendment to Amended and Restated Certificate of
    Formation of CalGen Equipment Finance Holdings, LLC (f/k/a
    CCFC II Leasing Holdings, LLC and CCFC II Equipment
    Finance Holdings, LLC).*
|        | 3 | .90 |             | Amended and Restated Certificate of Formation of CalGen
    Equipment Finance Company, LLC (f/k/a CCFC II Leasing
    Company, LLC and CCFC II Equipment Finance Company, LLC)*                                    
|        | 3 | .91 |             | Certificate of Amendment to Certificate of Formation of CalGen
    Equipment Finance Company, LLC (f/k/a CCFC II Leasing
    Company, LLC and CCFC II Equipment Finance Company, LLC).*                            
|        | 3 | .92 |             | Certificate of Amendment to Amended and Restated Certificate of
    Formation of CalGen Equipment Finance Company, LLC (f/k/a
    CCFC II Leasing Company, LLC and CCFC II Equipment
    Finance Company, LLC).*   
|        | 3 | .93 |             | Limited Liability Company Operating Agreement of Calpine
    Generating Company, LLC.*                                                                                                                             
|        | 3 | .94 |             | Bylaws of CalGen Finance Corp.*                                                                                                                                                                                    
|        | 3 | .95 |             | Limited Liability Company Operating Agreement of CalGen
    Expansion Company, LLC.*                                                                                                                               
|        | 3 | .96 |             | Agreement of Limited Partnership of Baytown Energy Center, LP.*                                                                                                                                                    
|        | 3 | .97 |             | Amended and Restated Limited Liability Company Operating
    Agreement of Calpine Baytown Energy Center GP, LLC.*                                                                                                  
|        | 3 | .98 |             | Amended and Restated Limited Liability Company Operating
    Agreement of Calpine Baytown Energy Center LP, LLC.*                                                                                                  



---



##### 



|        |   |      |             |                                                                                                                         
|------- | - | ---- | ----------- | ------------------------------------------------------------------------------------------------------------------------
|Exhibit |   |      |            
|Number  |   |      | Description
|        |   |      |            
|        | 3 | .99  |             | Limited Liability Company Operating Agreement of Baytown Power
    GP, LLC.*                                            
|        | 3 | .100 |             | Agreement of Limited Partnership of Baytown Power, LP.*                                                                 
|        | 3 | .101 |             | Amended and Restated Limited Liability Company Operating
    Agreement of Carville Energy LLC.*                         
|        | 3 | .102 |             | Agreement of Limited Partnership of Channel Energy Center, LP,
    October 2000.*                                       
|        | 3 | .103 |             | Amended and Restated Limited Liability Company Operating
    Agreement of Calpine Channel Energy Center GP, LLC.*       
|        | 3 | .104 |             | Amended and Restated Limited Liability Company Operating
    Agreement of Calpine Channel Energy Center LP, LLC.*       
|        | 3 | .105 |             | Limited Liability Company Operating Agreement of Channel Power
    GP, LLC.*                                            
|        | 3 | .106 |             | Agreement of Limited Partnership of Channel Power, LP.*                                                                 
|        | 3 | .107 |             | Amended and Restated Limited Liability Company Operating
    Agreement of Columbia Energy LLC.*                         
|        | 3 | .108 |             | Amended and Restated Agreement of Limited Partnership of Corpus
    Christi Cogeneration LP.*                           
|        | 3 | .109 |             | Amended and Restated Limited Liability Company Operating
    Agreement of Nueces Bay Energy LLC.*                       
|        | 3 | .110 |             | Amended and Restated Limited Liability Company Operating
    Agreement of Calpine Northbrook Southcoast Investors, LLC.*
|        | 3 | .111 |             | Limited Liability Company Operating Agreement of Calpine Corpus
    Christi Energy GP, LLC.*                            
|        | 3 | .112 |             | Agreement of Limited Partnership of Calpine Corpus Christi
    Energy, LP.*                                             
|        | 3 | .113 |             | Amended and Restated Limited Liability Company Operating
    Agreement of Decatur Energy Center, LLC.*                  
|        | 3 | .114 |             | Amended and Restated Limited Liability Company Operating
    Agreement of Delta Energy Center, LLC.*                    
|        | 3 | .115 |             | Limited Liability Company Operating Agreement of CalGen Project
    Equipment Finance Company Two, LLC.*                
|        | 3 | .116 |             | Second Amended and Restated Agreement of Limited Partnership of
    Freestone Power Generation LP.*                     
|        | 3 | .117 |             | Limited Liability Company Operating Agreement of Calpine
    Freestone, LLC.*                                           
|        | 3 | .118 |             | Limited Liability Company Operating Agreement of CPN Freestone,
    LLC.*                                               
|        | 3 | .119 |             | Limited Liability Company Operating Agreement of Calpine
    Freestone Energy GP, LLC.*                                 
|        | 3 | .120 |             | Agreement of Limited Partnership of Calpine Freestone Energy,
    LP.*                                                  
|        | 3 | .121 |             | Amended and Restated Agreement of Limited Partnership of Calpine
    Power Equipment LP.*                               
|        | 3 | .122 |             | Amended and Restated Limited Liability Company Operating
    Agreement of Los Medanos Energy Center LLC.*               
|        | 3 | .123 |             | Limited Liability Company Operating Agreement of CalGen Project
    Equipment Finance Company One, LLC.*                
|        | 3 | .124 |             | Amended and Restated Limited Liability Company Operating
    Agreement of Morgan Energy Center, LLC.*                   
|        | 3 | .125 |             | Amended and Restated Limited Liability Company Operating
    Agreement of Pastoria Energy Facility L.L.C.*              
|        | 3 | .126 |             | Limited Liability Company Operating Agreement of Calpine
    Pastoria Holdings, LLC.*                                   
|        | 3 | .127 |             | Amended and Restated Agreement of Limited Partnership of Calpine
    Oneta Power, L.P.*                                 
|        | 3 | .128 |             | Amended and Restated Limited Liability Company Operating
    Agreement of Calpine Oneta Power I, LLC.*                  
|        | 3 | .129 |             | Amended and Restated Limited Liability Company Operating
    Agreement of Calpine Oneta Power II, LLC.*                 
|        | 3 | .130 |             | Limited Liability Company Operating Agreement of Zion Energy
    LLC.*                                                  
|        | 3 | .131 |             | Limited Liability Company Operating Agreement of CalGen Project
    Equipment Finance Company Three, LLC.*              



---



##### 



|        |    |      |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------- | -- | ---- | ----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |      |            
|Number  |    |      | Description
|        |    |      |            
|        | 3  | .132 |             | Limited Liability Company Operating Agreement of CalGen
    Equipment Finance Holdings, LLC.*                                                                                                                                                                                                                                                                                                                                                                                                                
|        | 3  | .133 |             | Limited Liability Company Operating Agreement of CalGen
    Equipment Finance Company, LLC.*                                                                                                                                                                                                                                                                                                                                                                                                                 
|        | 4  | .1   |             | First Priority Indenture, dated March 23, 2004, among
    Calpine Generating Company, LLC, CalGen Finance Corp., each of
    the Guarantors named therein and Wilmington Trust FSB, as
    Trustee.*                                                                                                                                                                                                                                                                                                         
|        | 4  | .2   |             | Second Priority Indenture, dated March 23, 2004, among
    Calpine Generating Company, LLC, CalGen Finance Corp., each of
    the Guarantors named therein and Wilmington Trust FSB, as
    Trustee.*                                                                                                                                                                                                                                                                                                        
|        | 4  | .3   |             | Third Priority Indenture, dated March 23, 2004, among
    Calpine Generating Company, LLC, CalGen Finance Corp., each of
    the Guarantors named therein and Wilmington Trust FSB, as
    Trustee.*                                                                                                                                                                                                                                                                                                         
|        | 4  | .4   |             | Form of First Priority Secured Floating Rate Note due 2009
    (included in Exhibit 4.1).*                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | 4  | .5   |             | Form of Second Priority Secured Floating Rate Note due 2010
    (included in Exhibit 4.2).*                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 4  | .6   |             | Form of Third Priority Secured Floating Rate Note due 2011
    (included in Exhibit 4.3).*                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | 4  | .7   |             | Form of
    111/2%
    Third Priority Secured Note due 2011 (included in
    Exhibit 4.3).*                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 4  | .8   |             | Registration Rights Agreement, dated March 23, 2004, among
    Calpine Generating Company LLC, CalGen Finance Corp., each of
    the Guarantors named therein and Morgan Stanley & Co.
    Inc.*                                                                                                                                                                                                                                                                                                             
|        | 4  | .9   |             | Collateral Trust and Intercreditor Agreement, dated
    March 23, 2004, among CalGen Holdings, Inc., Calpine
    Generating Company, LLC, each of the Guarantors named therein,
    Wilmington Trust Company, as Trustee, Morgan Stanley Senior
    Funding Inc., as Administrative Agent under the Term Loan
    Agreements, Bank of Nova Scotia, as Administrative Agent under
    the Revolving Loan Agreements, and Wilmington Trust Company, as
    Collateral Agent.*                                  
|        | 4  | .10  |             | Membership Interest Pledge Agreement, dated March 23, 2004,
    among CalGen Holdings Inc., as Pledgor, Calpine Generating
    Company, LLC, CalGen Expansion Company, LLC, and Wilmington
    Trust Company, as Collateral Agent.*                                                                                                                                                                                                                                                                          
|        | 4  | .11  |             | Membership Interest Pledge Agreement, dated March 23, 2004,
    among Calpine Generating Company, LLC, as Pledgor, CalGen
    Expansion Company, and Wilmington Trust, as Collateral Agent.*                                                                                                                                                                                                                                                                                                                 
|        | 4  | .12  |             | Security Agreement, dated March 23, 2004, among Calpine
    Generating Company, LLC, the Guarantors party therein from time
    to time; and Wilmington Trust Company, as Collateral Agent.*                                                                                                                                                                                                                                                                                                                 
|        | 4  | .13  |             | Collateral Account Control Agreement, dated March 23,
    2004, among Calpine Generating Company, LLC and Wilmington Trust
    Company, as Collateral Agent.*                                                                                                                                                                                                                                                                                                                                                
|        | 10 | .1   |             | Credit and Guarantee Agreement of $600,000,000 First Priority
    Secured Institutional Term Loans Due 2009, dated March 23,
    2004, among Calpine Generating Company, LLC, CalGen Finance
    Corp., each of the Guarantors named therein, Morgan Stanley
    Senior Funding Inc., as Administrative Agent and Arranger, and
    the Lenders party to the agreement from time to time.*                                                                                                                   
|        | 10 | .2   |             | Credit and Guaranty Agreement of $100,000,000 Second Priority
    Secured Institutional Term Loans Due 2010, dated March 23,
    2004, among Calpine Generating Company, LLC, CalGen Finance
    Corp., each of the Guarantors named therein, Morgan Stanley
    Senior Funding Inc., as Administrative Agent and Arranger, and
    the Lenders party to the agreement from time to time.*                                                                                                                   
|        | 10 | .3   |             | Amended and Restated Credit Agreement of $200,000,000 First
    Priority Secured Revolving Loans, dated March 23, 2004,
    among Calpine Generating Company, LLC, each of the Guarantors
    named therein, the Bank of Nova Scotia, as Administrative Agent
    and Lead Arranger, Bayerische Landesbank Cayman Islands Branch,
    Credit Lyonnais New York Branch, ING Capital LLC, Toronto
    Dominion Inc., each as Agent and Arranger, and the Lenders party
    to the agreement from time to time.*
|        | 10 | .4   |             | ISDA Master Agreement, dated March 12, 2004, between
    Calpine Generating Company, LLC and Morgan Stanley Capital
    Group, Inc.*                                                                                                                                                                                                                                                                                                                                                                         
|        | 10 | .5   |             | Guaranty, dated March 12, 2004, made by Morgan
    Stanley & Co. Incorporated in favor of Morgan Stanley
    Capital Group, Inc.*                                                                                                                                                                                                                                                                                                                                                                            
|        | 10 | .6   |             | WECC Fixed Price Gas Sale and Power Purchase Agreement, dated
    March 23, 2004, among Calpine Energy Services, L.P.,
    Calpine Generating Company, LLC, Delta ProjectCo. and Los
    Medanos ProjectCo.*                                                                                                                                                                                                                                                                                                 



---



##### 



|        |    |     |             |                                                                                                                                                                                                                                                          
|------- | -- | --- | ----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |     |            
|Number  |    |     | Description
|        |    |     |            
|        | 10 | .7  |             | Index Based Gas Sale and Power Purchase Agreement, dated
    March 23, 2004, among Calpine Energy Services, L.P. and
    Calpine Generating Company, LLC and each of its Subsidiaries
    named therein.*                                                
|        | 10 | .8  |             | First Amendment to Index Based Gas Sale and Power Purchase
    Agreement, dated May 20, 2004, among Calpine Energy
    Services, L.P. and Calpine Generating Company, LLC and each of
    its Subsidiaries named therein.*                               
|        | 10 | .9  |             | Second Amendment to Index Based Gas Sale and Power Purchase
    Agreement, dated May 26, 2004, among Calpine Energy
    Services, L.P. and Calpine Generating Company, LLC and each of
    its Subsidiaries named therein.*                              
|        | 10 | .10 |             | Third Amendment to Index Based Gas Sale and Power Purchase
    Agreement, dated August 1, 2004, among Calpine Energy
    Services, L.P. and Calpine Generating Company, LLC and each of
    its subsidiaries named therein.*                             
|        | 10 | .11 |             | Master Operation and Maintenance Agreement, dated March 23,
    2004, among Calpine Operating Services Company, Inc. and Calpine
    Generating Company, LLC and each of its Subsidiaries named
    therein.*                                            
|        | 10 | .12 |             | Master Maintenance Services Agreement, dated March 23,
    2004, among Calpine Operating Services Company, Inc. and Calpine
    Generating Company, LLC and each of its Subsidiaries named
    therein.*                                                 
|        | 10 | .13 |             | Master Construction Management Agreement, dated March 23,
    2004, among Calpine Construction Management Company, Inc.,
    Calpine Generating Company, LLC and certain of the Facility
    Owners named therein.*                                      
|        | 10 | .14 |             | Administrative Services Agreement, dated March 23, 2004,
    among Calpine Generating Company, LLC, each of its Subsidiaries
    named therein, and CalGen Finance Corp.*                                                                                
|        | 10 | .15 |             | Project Undertaking and Agreement, dated March 23, 2004,
    among Calpine Corporation and Calpine Generating Company, LLC
    and each of its Subsidiaries named therein.*                                                                              
|        | 10 | .16 |             | Affiliate Party Agreement Guaranty, dated March 23, 2004,
    made by Calpine Corporation in favor of Calpine Generating
    Company, LLC and each of its Subsidiaries named therein.*                                                                   
|        | 10 | .17 |             | Working Capital Facility Agreement, dated March 23, 2004,
    among Calpine Corporation, CalGen Holdings, Inc. and Calpine
    Generating Company, LLC.*                                                                                                 
|        | 12 | .1  |             | Computation of Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                      
|        | 21 | .1  |             | List of Subsidiaries*                                                                                                                                                                                                                                    
|        | 24 | .1  |             | Powers of Attorney for Calpine Generating Company, LLC, CalGen
    Finance Corp. and the Co-Registrants (included in the signature
    pages hereof)                                                                                                   
|        | 31 | .1  |             | Certification of the Chairman, President and Chief Executive
    Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under
    the Securities Exchange Act of 1934, as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.         
|        | 31 | .2  |             | Certification of the Executive Vice President and Chief
    Financial Officer pursuant to Rule 13a-14(a) or Rule
    15d-14(a) under the Securities Exchange Act of 1934, as adopted
    pursuant to Section 302 of the Sarbanes-Oxley Act of
    2002.
|        | 32 | .1  |             | Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002.                                                             








|   |                                                                                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Incorporated by reference to the Registrants Annual Report
    on Form 10-K for the year ended December 31, 2004,
    filed with the SEC on April 15, 2005.



|  |                                                                                                                                                             
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | Incorporated by reference to the Registrants Registration
    Statement on Form S-4 (Registration No. 333-117335), filed
    with the SEC on July 13, 2004.



|  |                                                                                                                                                                  
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|+ | Incorporated by reference to the Registrants Registration
    Statement on Form S-4/A (Registration No. 333-117335),
    filed with the SEC on October 19, 2004.