ex4-1.htm


    Exhibit 4.1

      
        
          

        



      
        


      

      


       

      


       

      


       

       CALPINE
CORPORATION

       

      AND EACH
OF THE GUARANTORS PARTY HERETO

       

      7.25%
SENIOR SECURED NOTES DUE 2017

       

      


       

      


       

      
        
          
            

          



      

      INDENTURE

       

      Dated as
of October 21, 2009

       

      
        
          
            

          



      

      


       

      


       

      


       

      
        
          
            

          



      

      Wilmington
Trust Company

       

      as
Trustee

       

      
        
          
            

          



         

        


      

      


       

      


       

      


       

      


       

      


      
 

      
        
          
            

          

        

      


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


          
             

          

        

      


      TABLE OF
CONTENTS

       

       

      
        
          	 Page
	
                  ARTICLE
      1

                
	
                  DEFINITIONS
      AND INCORPORATION

                
	
                  BY
      REFERENCE

                
	 
      
	
                  Section
      1.01

                	
                  Definitions.

                	
                  1

                
	
                  Section
      1.02

                	
                  Other
      Definitions.

                	
                  28

                
	
                  Section
      1.03

                	
                  Rules
      of Construction.

                	
                  28

                
	 
      
	
                  ARTICLE
      2

                
	
                  THE
      NOTES

                
	 
      
	
                  Section
      2.01

                	
                  Form
      and Dating.

                	
                  29

                
	
                  Section
      2.02

                	
                  Execution
      and Authentication.

                	
                  29

                
	
                  Section
      2.03

                	
                  Registrar
      and Paying Agent.

                	
                  30

                
	
                  Section
      2.04

                	
                  Paying
      Agent to Hold Money in Trust.

                	
                  30

                
	
                  Section
      2.05

                	
                  Holder
      Lists.

                	
                  30

                
	
                  Section
      2.06

                	
                  Transfer
      and Exchange.

                	
                  31

                
	
                  Section
      2.07

                	
                  Replacement
      Notes.

                	
                  41

                
	
                  Section
      2.08

                	
                  Outstanding
      Notes.

                	
                  41

                
	
                  Section
      2.09

                	
                  Treasury
      Notes.

                	
                  42

                
	
                  Section
      2.10

                	
                  Temporary
      Notes.

                	
                  42

                
	
                  Section
      2.11

                	
                  Cancellation.

                	
                  42

                
	
                  Section
      2.12

                	
                  Defaulted
      Interest.

                	
                  42

                


        

        


        
          	
                  ARTICLE
      3

                
	
                  REDEMPTION
      AND PREPAYMENT

                
	 
      	 
      	 
      
	
                  Section
      3.01

                	
                  Notices
      to Trustee.

                	
                  43

                
	
                  Section
      3.02

                	
                  Selection
      of Notes to Be Redeemed or Purchased.

                	
                  43

                
	
                  Section
      3.03

                	
                  Notice
      of Redemption.

                	
                  43

                
	
                  Section
      3.04

                	
                  Effect
      of Notice of Redemption.

                	
                  44

                
	
                  Section
      3.05

                	
                  Deposit
      of Redemption or Purchase Price.

                	
                  44

                
	
                  Section
      3.06

                	
                  Notes
      Redeemed or Purchased in Part.

                	
                  45

                
	
                  Section
      3.07

                	
                  Optional
      Redemption.

                	
                  45

                
	
                  Section
      3.08

                	
                  Mandatory
      Redemption.

                	
                  46

                
	 
      	 
      	 
      
	
                  ARTICLE
      4

                
	
                  COVENANTS

                
	 
      	 
      	 
      
	
                  Section
      4.01

                	
                  Payment
      of Notes.

                	
                  46

                
	
                  Section
      4.02

                	
                  Maintenance
      of Office or Agency.

                	
                  46

                
	
                  Section
      4.03

                	
                  Reports.

                	
                  47

                
	
                  Section
      4.04

                	
                  Compliance
      Certificate.

                	
                  48

                
	
                  Section
      4.05

                	
                  Taxes.

                	
                  48

                
	
                  Section
      4.06

                	
                  Stay,
      Extension and Usury Laws.

                	
                  48

                
	
                  Section
      4.07

                	
                  Incurrence
      of Indebtedness.

                	
                  48

                
	
                  Section
      4.08

                	
                  Limitation
      on Secured Commodity Hedging.

                	
                  50

                
	
                  Section
      4.09

                	
                  Liens.

                	
                  51

                
	
                  Section
      4.10

                	
                  Corporate
      Existence.

                	
                  51

                
	
                  Section
      4.11

                	
                  Offer
      to Repurchase Upon Change of Control Triggering Event.

                	
                  51

                
	
                   

                	 
      	 
      


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        
 Page


        


        
          	
                  Section
      4.12

                	
                  Limitation
      on Sale and Leaseback Transactions.

                	
                  53

                
	
                  Section
      4.13

                	
                  Additional
      Note Guarantees.

                	
                  53

                
	
                  Section
      4.14

                	
                  Further
      Assurances; Insurance

                	
                  53

                
	
                  Section
      4.15

                	
                  After-Acquired
      Collateral

                	
                  54

                
	 
      	 
      	 
      
	
                  ARTICLE
      5

                
	
                  SUCCESSORS

                
	 
      	 
      	 
      
	
                  Section
      5.01

                	
                  Merger,
      Consolidation, or Sale of Assets.

                	
                  56

                
	
                  Section
      5.02

                	
                  Successor
      Corporation Substituted.

                	
                  57

                
	 
      	 
      	 
      
	
                  ARTICLE
      6

                
	
                  DEFAULTS
      AND REMEDIES

                
	 
      	 
      	 
      
	
                  Section
      6.01

                	
                  Events
      of Default.

                	
                  57

                
	
                  Section
      6.02

                	
                  Acceleration.

                	
                  59

                
	
                  Section
      6.03

                	
                  Other
      Remedies.

                	
                  59

                
	
                  Section
      6.04

                	
                  Waiver
      of Past Defaults.

                	
                  59

                
	
                  Section
      6.05

                	
                  Control
      by Majority.

                	
                  60

                
	
                  Section
      6.06

                	
                  Limitation
      on Suits.

                	
                  60

                
	
                  Section
      6.07

                	
                  Rights
      of Holders to Receive Payment.

                	
                  60

                
	
                  Section
      6.08

                	
                  Collection
      Suit by Trustee.

                	
                  60

                
	
                  Section
      6.09

                	
                  Trustee
      May File Proofs of Claim.

                	
                  61

                
	
                  Section
      6.10

                	
                  Priorities.

                	
                  61

                
	
                  Section
      6.11

                	
                  Undertaking
      for Costs.

                	
                  61

                
	 
      	 
      	 
      
	
                  ARTICLE
      7

                
	
                  TRUSTEE

                
	 
      	 
      	 
      
	
                  Section
      7.01

                	
                  Duties
      of Trustee.

                	
                  62

                
	
                  Section
      7.02

                	
                  Rights
      of Trustee.

                	
                  63

                
	
                  Section
      7.03

                	
                  Individual
      Rights of Trustee.

                	
                  64

                
	
                  Section
      7.04

                	
                  Trustee’s
      Disclaimer.

                	
                  64

                
	
                  Section
      7.05

                	
                  Notice
      of Defaults.

                	
                  64

                
	
                  Section
      7.06

                	
                  Compensation
      and Indemnity.

                	
                  64

                
	
                  Section
      7.07

                	
                  Replacement
      of Trustee.

                	
                  65

                
	
                  Section
      7.08

                	
                  Successor
      Trustee by Merger, etc.

                	
                  66

                
	
                  Section
      7.09

                	
                  Eligibility;
      Disqualification.

                	
                  66

                
	 
      	 
      	 
      
	
                  ARTICLE
      8

                
	
                  LEGAL
      DEFEASANCE AND COVENANT DEFEASANCE

                
	 
      	 
      	 
      
	
                  Section
      8.01

                	
                  Option
      to Effect Legal Defeasance or Covenant Defeasance.

                	
                  66

                
	
                  Section
      8.02

                	
                  Legal
      Defeasance and Discharge.

                	
                  66

                
	
                  Section
      8.03

                	
                  Covenant
      Defeasance.

                	
                  67

                
	
                  Section
      8.04

                	
                  Conditions
      to Legal or Covenant Defeasance.

                	
                  67

                
	
                  Section
      8.05

                	
                  Deposited
      Money and Government Securities to be Held in Trust; Other Miscellaneous
      Provisions.

                	
                  69

                
	
                  Section
      8.06

                	
                  Repayment
      to Company.

                	
                  69

                
	
                  Section
      8.07

                	
                  Reinstatement.

                	
                  69

                
	 
      	 
      	 
      
	
                  ARTICLE
      9

                
	
                  AMENDMENT,
      SUPPLEMENT AND WAIVER

                
	 
      	 
      	 
      
	
                  Section
      9.01

                	
                  Without
      Consent of Holders.

                	
                  70

                
	
                  Section
      9.02

                	
                  With
      Consent of Holders.

                	
                  71

                


        


        
          
             


          

          
            ii

            
              

            

          

          
             


          

        
Page


         

        
          	
                  Section
      9.03

                	
                  Revocation
      and Effect of Consents.

                	
                  72

                
	
                  Section
      9.04

                	
                  Notation
      on or Exchange of Notes.

                	
                  72

                
	
                  Section
      9.05

                	
                  Trustee
      to Sign Amendments, etc.

                	
                  72

                
	 
      	 
      	 
      
	
                  ARTICLE
      10

                
	
                  COLLATERAL
      AND SECURITY

                
	 
      	 
      	 
      
	
                  Section
      10.01

                	
                  Security
      Interest.

                	
                  73

                
	
                  Section
      10.02

                	
                  Lien
      Sharing and Priority Confirmation

                	
                  73

                
	
                  Section
      10.03

                	
                  Release
      of Liens in Respect of Notes.

                	
                  74

                
	
                  Section
      10.04

                	
                  Release
      of Note Guarantees.

                	
                  74

                
	
                  Section
      10.05

                	
                  Amendment
      of Security Documents.

                	
                  75

                
	 
      	 
      	 
      
	
                  ARTICLE
      11

                
	
                  REAFFIRMATION
      AND ACKNOWLEDGEMENT

                
	
                  OF
      GUARANTEE

                
	 
      	 
      	 
      
	
                  Section
      11.01

                	
                  Reaffirmation
      and Acknowledgement.

                	
                  76

                
	 
      	 
      	 
      
	
                  ARTICLE
      12

                
	
                  SATISFACTION
      AND DISCHARGE

                
	 
      	 
      	 
      
	
                  Section
      12.01

                	
                  Satisfaction
      and Discharge.

                	
                  76

                
	
                  Section
      12.02

                	
                  Application
      of Trust Money.

                	
                  77

                
	 
      	 
      	 
      
	
                  ARTICLE
      13

                
	
                  MISCELLANEOUS

                
	 
      	 
      	 
      
	
                  Section
      13.01

                	
                  Notices.

                	
                  78

                
	
                  Section
      13.02

                	
                  Certificate
      and Opinion as to Conditions Precedent.

                	
                  79

                
	
                  Section
      13.03

                	
                  Statements
      Required in Certificate or Opinion.

                	
                  79

                
	
                  Section
      13.04

                	
                  Rules
      by Trustee and Agents.

                	
                  79

                
	
                  Section
      13.05

                	
                  No
      Personal Liability of Directors, Officers, Employees and
      Stockholders.

                	
                  79

                
	
                  Section
      13.06

                	
                  Governing
      Law.

                	
                  80

                
	
                  Section
      13.07

                	
                  No
      Adverse Interpretation of Other Agreements.

                	
                  80

                
	
                  Section
      13.08

                	
                  Successors.

                	
                  80

                
	
                  Section
      13.09

                	
                  Severability.

                	
                  80

                
	
                  Section
      13.10

                	
                  Counterpart
      Originals.

                	
                  80

                
	
                  Section
      13.11

                	
                  Table
      of Contents, Headings, etc.

                	
                  80

                


        

      

      


      EXHIBITS

       

      


        
          	
                  Exhibit
      A

                	
                  FORM
      OF NOTE

                
	
                  Exhibit
      B

                	
                  FORM
      OF CERTIFICATE OF TRANSFER

                
	
                  Exhibit
      C

                	
                  FORM
      OF CERTIFICATE OF EXCHANGE

                
	
                  Exhibit
      D

                	
                  FORM
      OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED
    INVESTOR

                
	
                  Exhibit
      E

                	
                  FORM
      OF SUPPLEMENTAL INDENTURE

                


        

      

       

      



      
        
          
             

          

           


        

        
          iii

          
            

          

        

        
           


        

      


      INDENTURE
dated as of October 21, 2009, among Calpine Corporation, a Delaware corporation,
the Guarantors (as defined) and Wilmington Trust Company, as
trustee.

       

      The
Company, the Guarantors and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders (as defined) of
the 7.25% Senior
Secured Notes due 2017 (the “Notes”):

       

      ARTICLE
1

      DEFINITIONS
AND INCORPORATION

      BY
REFERENCE

       

      Section
1.01                      Definitions.

       

       “144A Global Note”
means a Global Note substantially in the form of Exhibit A hereto bearing the
Global Note Legend and the Private Placement Legend and deposited with or on
behalf of, and registered in the name of, the Depositary or its nominee that
will be issued in a denomination equal to the outstanding principal amount of
the Notes sold in reliance on Rule 144A.

       

      “Act of Required Debtholders”
means, as to any matter at any time:

       

      
        	
                 
      

              	
                (1)

              	
                prior
      to the Discharge of First Lien Obligations, a direction in writing
      delivered to the Collateral Agent by or with the written consent of the
      holders of First Lien Debt representing the Required First Lien
      Debtholders; and

              


      

       

      
        	
                 
      

              	
                (2)

              	
                at
      any time after the Discharge of First Lien Obligations, a direction in
      writing delivered to the Collateral Agent by or with the written consent
      of the holders of Second Lien Debt representing the Required Second Lien
      Debtholders.

              


      

       

      For
purposes of this definition, (a) Secured Debt registered in the name of, or
beneficially owned by, the Company or any Affiliate of the Company will be
deemed not to be outstanding and neither the Company nor any Affiliate of the
Company will be entitled to vote to direct the relevant Secured Debt
Representative and (b) votes will be determined in accordance with Section 8.2
of the Collateral Agency and Intercreditor Agreement.

       

       “Additional Notes”
means additional Notes (other than the Initial Notes) issued under this
Indenture in accordance with Section 2.02 hereof, as part of the same series as
the Initial Notes.

       

      “Affiliate” means as to any
Person, any other Person which, directly or indirectly, is in control of, is
controlled by, or is under common control with, such Person.  For
purposes of this definition, “control” of a Person means
the power, directly or indirectly, to direct or cause the direction of the
management and policies of such Person whether through the ownership of voting
securities, by contract or otherwise.

       

      “Agent” means any Registrar,
co-registrar, Paying Agent or additional paying agent.

       

      “Applicable Premium” means,
with respect to any Note on any redemption date, as calculated by the Company,
the greater of:

       

      (1)           1.0%
of the principal amount of the Note; or

       

      (2)           the
excess of:  (a) the present value at such redemption date of (i) the
redemption price of the Note at October 15, 2013, (such redemption price being
set forth in the table

       


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      appearing
in Section 3.07(e) hereof) plus (ii) all required interest payments due on the
Note through October 15, 2013, (excluding accrued but unpaid interest to the
redemption date), computed using a discount rate equal to the Treasury Rate as
of such redemption date plus 50 basis points; over (b) the principal amount of
the Note.

       

      “Applicable Procedures”
means, with respect to any transfer or exchange of or for beneficial interests
in any Global Note, the rules and procedures of the Depositary, Euroclear and
Clearstream that apply to such transfer or exchange.

       

      “Bankrupt Subsidiary” means
any Subsidiary of the Company that is a debtor under the Bankruptcy Code
immediately after the date of this Indenture.

       

      “Bankruptcy Code” means The
Bankruptcy Reform Act of 1978, as heretofore and hereafter amended, and codified
as 11 U.S.C. §§ 101 et seq.

       

      “Bankruptcy Law” means Title
11, U.S. Code or any similar federal or state law for the relief of
debtors.

       

       “Beneficial Owner” has the
meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange
Act.  The terms “Beneficially Owns” and “Beneficially Owned” have a
corresponding meaning.

       

      “Blue Spruce Refinancing
Facility” means a credit facility with Blue Spruce Energy Center, LLC, as
borrower, in a maximum original principal amount not to exceed $100.0 million,
entered into to (among other things) repay or redeem outstanding indebtedness of
Blue Spruce Energy Center, LLC.

       

      “Board of Directors”
means:

       

      (1)           with
respect to a corporation, the board of directors of the corporation or any
committee thereof duly authorized to act on behalf of such board;

       

      (2)           with
respect to a partnership, the Board of Directors of the general partner of the
partnership;

       

      (3)           with
respect to a limited liability company, the managing member or members or any
controlling committee of managing members thereof; and

       

      (4)           with
respect to any other Person, the board or committee of such Person serving a
similar function.

       

      “Business Day” means any day
other than a Legal Holiday.

       

      “CalGen Makewhole Payment”
means the aggregate amount, if any, of any actual or potential claims, premiums
or penalties related to (1) any “makewhole,” repayment, prepayment or call
provisions, (2) any contract defaults or (3) any contractual damages, in each
case payable to the holders of the CalGen Prepetition Secured Obligations in
connection with the repayment of the CalGen Prepetition Secured
Obligations.

       

      “CalGen Prepetition Secured
Obligations” means the obligations under the (1) $235,000,000 First
Priority Secured Floating Rate Notes due 2009, issued by Calpine Generating
Company, LLC (“CalGen”)
and CalGen Finance Corporation (“CalGen Finance”) pursuant to
that certain first priority

       


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      indenture,
dated as of March 23, 2004, among CalGen, CalGen Finance and Wilmington Trust
FSB, as first priority trustee, (2) $600,000,000 First Priority Secured
Institutional Term Loans due 2009, issued by CalGen pursuant to that certain
Credit and Guarantee Agreement, dated as of March 23, 2004, among CalGen, the
guarantor subsidiaries of CalGen listed therein, Morgan Stanley Senior Funding,
Inc., as administrative agent, sole lead arranger and sole bookrunner, and the
various lenders named therein, (3) $200,000,000 First Priority Revolving Loans
issued on or about March 23, 2004 pursuant to that Amended and Restated
Agreement, among CalGen, the guarantors party thereto, the lenders party
thereto, The Bank of Nova Scotia, as administrative agent, L/C Bank, lead
arranger and sole bookrunner, Bayerische Landesbank, Cayman Islands Branch, as
arranger and co-syndication agent, Credit Lyonnais, New York Branch, as arranger
and co-syndication agent, ING Capital LLC, as arranger and co-syndication agent,
Toronto Dominion (Texas) Inc., as arranger and co-syndication agent, and Union
Bank of California, N.A., as arranger and co-syndication agent, (4) $640,000,000
Second Priority Secured Floating Rate Notes due 2010, issued by CalGen and
CalGen Finance pursuant to that certain second priority indenture, dated as of
March 23, 2004, among CalGen, CalGen Finance and Wilmington Trust FSB, as second
priority trustee, (5) $100,000,000 Second Priority Secured Term Loans due 2010,
issued by CalGen pursuant to that certain Credit and Guarantee Agreement, dated
as of March 23, 2004, among CalGen, the guarantor subsidiaries of CalGen listed
therein, Morgan Stanley Senior Funding, Inc., as administrative agent, sole lead
arranger and sole bookrunner and the various lenders named therein, and (6)
$680,000,000 Third Priority Secured Floating Rate Notes Due 2011 and the
$150,000,000 11.5% Third Priority Secured Notes Due 2011, in each case issued by
CalGen and CalGen Finance pursuant to that certain third priority indenture,
dated as of March 23, 2004, among CalGen, CalGen Finance and Wilmington Trust
Company FSB, as third priority trustee.

       

      “Capital Lease Obligation”
means, at the time any determination is to be made, the amount of the liability
in respect of a capital lease that would at that time be required to be
capitalized on a balance sheet prepared in accordance with GAAP as in effect
from time to time.

       

      “Capital Stock”
means:

       

      (1)           in
the case of a corporation, corporate stock;

       

      (2)           in
the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock;

       

      (3)           in
the case of a partnership or limited liability company, partnership interests
(whether general or limited) or membership interests; and

       

      (4)           any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person, but excluding from all of the foregoing any debt securities convertible
into Capital Stock, whether or not such debt securities include any right of
participation with Capital Stock.

       

      “Case” means any case pending
under Chapter 11 of the Bankruptcy Code.

       

      “Cash Equivalents”
means:

       

      (1)           United
States dollars;

       

      (2)           securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality of the United States government
(provided that
the

       


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      full
faith and credit of the United States is pledged in support of those securities)
having maturities of not more than one year from the date of
acquisition;

       

      (3)           certificates
of deposit and eurodollar time deposits with maturities of one year or less from
the date of acquisition, bankers’ acceptances with maturities not exceeding one
year and overnight bank deposits, in each case, with any lender party to the
Credit Agreement or with any domestic commercial bank having capital and surplus
in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or
better;

       

      (4)           repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clauses (2) and (3) above entered into with any financial
institution meeting the qualifications specified in clause (3)
above;

       

      (5)           commercial
paper having one of the two highest ratings obtainable from Moody’s or S&P
and, in each case, maturing within one year after the date of acquisition;
and

       

      (6)           money
market funds at least 95% of the assets of which constitute Cash Equivalents of
the kinds described in clauses (1) through (5) of this definition.

       

      “Cash Management Obligations”
means, with respect to the Company or any Guarantor, any obligations of the
Company or such Guarantor owed to any Qualified Cash Management Creditor in
respect of treasury management arrangements, depositary or other cash management
services, including in connection with any automated clearing house transfer of
funds or any similar transactions.

       

      “Change of Control” means the
consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any “person” (as that term is used in
Section 13(d) of the Exchange Act, but excluding any employee benefit plan of
the Company of any of its Subsidiaries, and any person or entity acting in its
capacity as trustee, agent or other fiduciary or administrator of any such plan)
becomes the Beneficial Owner, directly or indirectly, of more than 50% of the
Voting Stock of the Company, measured by voting power rather than number of
shares.

       

      “Change of Control Triggering
Event” means the occurrence of both a Change of Control and a Rating
Event.

       

      “Clearstream” means
Clearstream Banking, S.A.

       

      “CNTA Ratio” means, as of any
date of determination, the (a) the Consolidated Net Tangible Assets of the
Company and the Guarantors as of the end of the most recent fiscal quarter for
which an internal consolidated balance sheet of the Company and its Subsidiaries
is available, divided by (b) the aggregate amount of First Lien Debt of the
Company and the Guarantors (as calculated under Section 4.07 hereof) outstanding
on such date.

       

       “Collateral” means, in
the case of each Series of Secured Debt, all properties and assets of the
Company and the Guarantors now owned or hereafter acquired in which Liens have
been granted to the Collateral Agent to secure the Secured Obligations in
respect of such Series of Secured Debt.

       

      “Collateral Agency and Intercreditor
Agreement” means that certain Collateral Agency and Intercreditor
Agreement, dated as of January 31, 2008 (as amended, amended and restated,
supplemented or otherwise modified from time to time in compliance with the
terms of this Indenture), by and among the Company, the other guarantors from
time to time party thereto, the secured debt representatives and the Collateral
Agent.

       


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


       “Collateral Agent”
means Goldman Sachs Credit Partners L.P., in its capacity as collateral agent
under the Security Documents, together with its successors and assigns in such
capacity.

       

      “Commission” means the
U.S.  Securities and Exchange Commission.

       

      “Commodity Hedge Agreements”
means any agreement providing for swaps (including without limitation heat rate
swaps), caps, collars, puts, calls, floors, futures, options, spots, forwards,
power purchase, tolling or sale agreements, fuel purchase or sale agreements,
emissions credit purchase or sales agreements, power transmission agreements,
fuel transportation agreements, fuel storage agreements, netting agreements, or
commercial or trading agreements, each with respect to, or involving the
purchase, transmission, distribution, sale, lease or hedge of, any energy,
generation capacity or fuel, or any other energy related commodity or service,
price or price indices for any such commodities or services or any other similar
derivative agreements, and any other similar agreements, entered into in the
ordinary course of business in order to manage fluctuations in the price or
availability of any commodity.

       

      “Company”  means
Calpine Corporation, and any and all successors thereto.

       

      “Consolidated Net Tangible
Assets” as of any date of determination means the sum of (a)(i) the total
assets of the Company and the Guarantors as of the end of the most recent fiscal
quarter for which an internal consolidated balance sheet of the Company and its
Subsidiaries is available, minus (ii) all current
derivative assets and long term derivative assets of the Company and the
Guarantors reflected on such balance sheet, minus (iii) total goodwill
and other intangible assets of the Company and the Guarantors reflected on such
balance sheet, plus (b) the book value, as determined by the Company’s chief
financial officer in good faith, of any assets (other than goodwill and other
intangible assets and current derivative assets and long term derivative assets)
acquired by the Company and the Guarantors since the end of such fiscal quarter
that, as of such date, are held by the Company and the Guarantors, minus (c) all current
liabilities (other than any such liabilities that (i) would be included in the
aggregate amount First Lien Debt outstanding as of such date of determination
pursuant to Section 4.07(b) or (ii) constitute current derivative liabilities)
of the Company and the Guarantors reflected on such balance sheet, in each case,
calculated on a consolidated basis in accordance with GAAP as in effect on the
date of this Indenture.

       

      “Corporate Trust Office of the
Trustee” will be at the address of the Trustee specified in Section 13.01
hereof or such other address as to which the Trustee may give notice to the
Company.

       

      “Credit Agreement” means (a)
the Existing Credit Agreement and (b) any other credit agreement, loan
agreement, note agreement, promissory note, indenture or other agreement or
instrument evidencing or governing the terms of any indebtedness or other
financial accommodation that has been incurred to extend, increase, renew,
refund, replace (whether upon or after termination or otherwise) or refinance
(including by means of sales of debt securities to institutional investors) in
whole or in part from time to time the indebtedness and other obligations
outstanding under the Existing Credit Agreement or any other agreement or
instrument referred to in this clause (b); provided that any agreement or
instrument described above in clause (b) shall only constitute the “Credit
Agreement” (or a portion thereof) if the respective agreement or instrument
provides that such agreement or instrument (or indebtedness thereunder) shall
constitute “First Lien Debt” for purposes of the Collateral Agency and
Intercreditor Agreement (and so long as same satisfies the requirements of
clause (2) of the definition of First Lien Debt) and the respective First Lien
Representative shall have notified the Collateral Agent that such agreement or
instrument shall constitute the Credit Agreement (or a portion thereof) and
shall have executed and delivered to the Collateral Agent a joinder to the
Collateral Agency and Intercreditor Agreement and the other actions specified in
the Collateral Agency and Intercreditor Agreement shall have been taken with
respect to the relevant Series of Secured Debt being issued or
incurred.  Any reference to the Credit Agreement hereunder shall be
deemed a reference to any Credit Agreement then

       


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      extant.  Notwithstanding
the foregoing, in no event shall any Permitted Notes Document (as defined in the
Existing Credit Agreement or as any substantially similar term is defined in any
credit agreement that refinances in full the Existing Credit Agreement or any
previous refinancing in full thereof) be deemed to constitute the Credit
Agreement.

       

       “Credit Facility Obligations”
means all “Obligations” (or any other defined term having a similar purpose) as
defined in the Credit Agreement.

       

       “Custodian” means the
Trustee, as custodian with respect to the Notes in global form, or any successor
entity thereto.

       

      “Default” means any event
that is, or with the passage of time or the giving of notice or both would be,
an Event of Default.

       

      “Definitive Note” means a
certificated Note registered in the name of the Holder thereof and issued in
accordance with Section 2.06 hereof, substantially in the form of Exhibit A
hereto except that such Note shall not bear the Global Note Legend and shall not
have the “Schedule of Exchanges of Interests in the Global Note” attached
thereto.

       

      “Depositary” means, with
respect to the Notes issuable or issued in whole or in part in global form, the
Person specified in Section 2.03 hereof as the Depositary with respect to the
Notes, and any and all successors thereto appointed as depositary hereunder and
having become such pursuant to the applicable provision of this
Indenture.

       

      “Designated Project
Subsidiary” means (a) any Project Subsidiary formed by the Company or any
of its Subsidiaries after January 31, 2008, (b) Otay Mesa Energy Center, LLC,
Calpine Greenfield (Holdings) Corporation and Russell City Energy Center, LLC
and (c) any other Subsidiary that was a Guarantor but has been subsequently
designated by a Responsible Officer (pursuant to written notice to the
Collateral Agent) not to be a Guarantor, but only if such Subsidiary does not
provide a guarantee with respect to the Existing Credit Agreement (or if the
Existing Credit Agreement is no longer in effect, any other First Lien
Debt).

       

      “Discharge of First Lien
Obligations” means the occurrence of all of the following:

       

      
        	
                 
      

              	
                (1)

              	
                termination
      or expiration of all commitments to extend credit that would constitute
      First Lien Debt;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                payment
      in full and discharge of the principal of and interest and premium (if
      any) on all First Lien Debt (other than any undrawn letters of
      credit);

              


      

       

      
        	
                 
      

              	
                (3)

              	
                termination,
      cancellation or cash collateralization of all outstanding letters of
      credit constituting First Lien Debt (other than such letters of credit
      that have theretofore been fully cash collateralized in accordance with
      the terms of the relevant Secured Debt Documents, fully supported by a
      letter of credit satisfactory to the issuer of the letter of credit
      supported thereby or otherwise supported in a manner satisfactory to the
      respective issuers thereof); and

              


      

       

      
        	
                 
      

              	
                (4)

              	
                payment
      in full and discharge of all other First Lien Obligations that are
      outstanding and unpaid at the time the First Lien Debt is paid in full and
      discharged (other than any obligations for taxes, costs, indemnifications,
      reimbursements, damages and other

              


      

       


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      liabilities
in respect of which no claim or demand for payment has been made at such
time).

       

      “Discharge of Second Lien
Obligations” means the occurrence of all of the following:

       

      
        	
                 
      

              	
                (1)

              	
                termination
      or expiration of all commitments to extend credit that would constitute
      Second Lien Debt;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                payment
      in full and discharge of the principal of and interest and premium (if
      any) on all Second Lien Debt (other than any undrawn letters of
      credit);

              


      

       

      
        	
                 
      

              	
                (3)

              	
                termination
      or cash collateralization of all outstanding letters of credit
      constituting Second Lien Debt (other than such letters of credit that have
      theretofore been fully cash collateralized, fully supported by a letter of
      credit satisfactory to the issuer of the letter of credit supported
      thereby or otherwise fully supported in a manner satisfactory to the
      respective issuers thereof); and

              


      

       

      (4)           payment
in full and discharge of all other Second Lien Obligations that are outstanding
and unpaid at the time the Second Lien Obligations are paid in full and
discharged (other than any obligations for taxes, costs, indemnifications,
reimbursements, damages and other liabilities in respect of which no claim or
demand for payment has been made at such time).

       

      “Disqualified Capital Stock”
means any Capital Stock that, by its terms (or by the terms of any security into
which it is convertible, or for which it is exchangeable, in each case at the
option of the holder of the Capital Stock), or upon the happening of any event,
matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or redeemable at the option of the holder of the Capital Stock, in
whole or in part, on or prior to the date that is 91 days after the date on
which the Notes mature (other than pursuant to a change of control provision
substantially similar to that described under Section 4.11).

       

      “Domestic Subsidiary” means
any Subsidiary of the Company that was formed under the laws of the United
States or any state of the United States or the District of Columbia or that
guarantees, or pledges any property or assets to secure, any other First Lien
Obligations.

       

      “Eligible Commodity Hedge
Agreement” means (a) any agreement in effect on the date of this
Indenture that constituted (immediately prior to the date of this Indenture) an
“Eligible Commodity Hedge Agreement” as defined in the Existing Credit
Agreement, and (b) any Commodity Hedge Agreement entered into (or amended) by
the Company or any Guarantor with a counterparty from time to time in the
ordinary course of business, consistent with Prudent Industry Practice and not
for speculative purposes, it being understood that whether a Commodity Hedging
Agreement satisfies the criteria in this clause (b) shall be determined at the
time such agreement is entered into and/or amended.  For the avoidance
of doubt, the following transactions shall always be considered speculative and
not be included in clause (b) hereof:  (i) any fixed price purchase of
fuel that does not have an associated fixed price electricity sale; (ii) any
fixed price sale of electricity that does not have an associated fixed price
fuel purchase or is not used to hedge the heat rate differential between the
Projects and the market or used to hedge any geothermal or storage Project; and
(iii) any fixed price sale of fuel, other than forward sales of fuel to hedge
the heat rate differential between the Company’s (and its Subsidiaries’)
Projects and the market or used to hedge any geothermal or storage
Project.

       

      “Eligible Commodity Hedge
Financing” means any letter of credit and/or revolving loan facility
(including a commodity collateral revolving loan facility) that is entered into
by the Company or any

       


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      Guarantor
so long as (a) such letters of credit or the proceeds of such facility are
applied solely to collateralize obligations of the Company and the Guarantors to
the counterparties under the Eligible Commodity Hedge Agreements to the extent
that such counterparties are not otherwise secured by the Collateral and (b) the
obligations of the Company and the Guarantors under such facility are secured by
the Collateral pursuant to clause (1) of the definition of Permitted Liens on a
pari passu basis with
Obligations under the Eligible Commodity Hedge Agreements and are not secured by
any other assets of the Company and the Guarantors.

       

      “Eligible Facility” means a
gas-fired electric generation facility with a nominal capacity of 1,000 MW or
less.

       

      “Eligible Series of First Lien
Debt” means, at any time, any Series of First Lien Debt in respect of
which the aggregate amount of First Lien Obligations (determined as provided in
the first sentence of the definition of Required First Lien Debtholders)
outstanding at such time exceeds $100.0 million.

       

      “Equity Interests” means
Capital Stock and all warrants, options or other rights to acquire Capital Stock
(but excluding any debt security that is convertible into, or exchangeable for,
Capital Stock).

       

      “Equity Offering” means any
public or private sale of Capital Stock (other than Disqualified Capital Stock)
of the Company, other than to any of the Company’s Subsidiaries.

       

       “Euroclear” means
Euroclear Bank, S.A./N.V., as operator of the Euroclear system.

       

      “Exchange Act” means the
Securities Exchange Act of 1934, as amended, or any successor statute or
statutes thereto.

       

      “Excluded Subsidiary” means
(a) any Foreign Subsidiary, (b) any Bankrupt Subsidiary for so long as such
Bankrupt Subsidiary is a debtor under the Bankruptcy Code, (c) any Designated
Project Subsidiary, (d) any Subsidiary of the Company that is (A) a Domestic
Subsidiary of the Company substantially all of the assets of which consist of
the Capital Stock of one or more Foreign Subsidiaries or (B) a Domestic
Subsidiary of the Company substantially all of the assets of which consist of
the Capital Stock of one or more Subsidiaries described in clause (A) hereof
(whether such ownership is directly held or through another one or more such
Subsidiaries), (e) any Subsidiary of the Company (other than a Material
Subsidiary) and any Material Project Subsidiary that is not a Guarantor (as
defined in the Guarantee and Collateral Agreement) as of the date of this
Indenture or is thereafter designated by a Responsible Officer (pursuant to
written notice to the Collateral Agent) not to be a Guarantor, but only if such
Subsidiary does not provide a guarantee with respect to the Existing Credit
Agreement or if the Existing Credit Agreement is no longer in effect, any other
First Lien Debt, (f) any Subsidiary of Calpine Energy Services Holdings,
Inc.  that are not guarantors of the Existing Credit Agreement on the
date of this Indenture, (g) any Subsidiary which the Company requests to be an
Excluded Subsidiary which is satisfactory to the administrative agent under the
Credit Agreement or an Act of Required Debtholders and (h) any Material
Subsidiary (other than any Geysers Entity, any Subsidiary of Calpine Energy
Services Holdings, Inc., any of Calpine Calgen Holdings, Inc.  and its
Subsidiaries and any Material Project Subsidiary) that is not a Guarantor (as
defined in the Guarantee and Collateral Agreement) as of the date of this
Indenture or is thereafter designated by a Responsible Officer (pursuant to
written notice to the Collateral Agent) not to be a Guarantor, but only if such
Subsidiary does not provide a guarantee with respect to the Existing Credit
Agreement or if the Existing Credit Agreement is no longer in effect, any other
First Lien Debt.

       

      “Existing Credit Agreement”
means that certain Credit Agreement, dated as of January 31, 2008 (as
amended, amended and restated, supplemented or otherwise modified from time to
time), by and

       


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      among the
Company, the guarantors party thereto, Goldman Sachs Credit Partners L.P., as
collateral agent and administrative agent, and the lenders party
thereto.

       

      “Existing Credit Facility
Obligations” means all “Obligations” (or any other defined term having a
similar purpose) as defined in the Existing Credit Agreement

       

      “Fair Market Value” means the
value that would be paid by a willing buyer to an unaffiliated willing seller in
a transaction not involving distress or necessity of either party, determined in
good faith by the chief financial officer of the Company (unless otherwise
provided in this Indenture).

       

      “First Lien” means a Lien
granted by a Security Document to the Collateral Agent for the benefit of the
holders of First Lien Debt, at any time, upon any property of the Company or any
other Guarantor to secure First Lien Obligations.

       

      “First Lien Debt”
means:

       

      
        	
                 
      

              	
                (1)

              	
                all
      Existing Credit Facility Obligations;
and

              


      

       

      
        	
                 
      

              	
                (2)

              	
                to
      the extent issued or outstanding, (A) Specified Cash Management
      Obligations and Specified Swap Obligations and (B) any other Indebtedness
      (including (x) obligations under Eligible Commodity Hedge Agreements not
      included pursuant to clause (A) of this paragraph, (y) obligations under
      Eligible Commodity Hedge Financings and (z) permitted refinancings of
      First Lien Debt, including any Credit Agreement as defined in clause (b)
      of the definition thereof) that, in the case of this clause (B), are
      secured equally and ratably with the Credit Facility Obligations by a
      First Lien that was expressly permitted to be incurred and so secured
      under each then outstanding Credit Agreement (or if no such Credit
      Agreement is then in effect, each other applicable Secured Debt Document);
      provided that the
      foregoing provisions of preceding clause (B) shall not be construed to
      permit general basket Indebtedness or Lien baskets to be used to provide
      equal and ratable security as First Lien Debt in each case unless the
      respective provisions in the then outstanding Credit Agreement (if any)
      expressly provide that equal and ratable liens on the Collateral with the
      Credit Facility Obligations shall be permitted; and provided further that
      in the case of any Indebtedness or other obligations referred to in this
      clause (2):

              


      

       

      
        	
                 
      

              	
                (a)

              	
                on
      or before the date on which such Indebtedness is (or other obligations
      are) incurred by the Company or any other Guarantor (or on or about the
      date of the Collateral Agency and Intercreditor Agreement in respect of
      any such Indebtedness that is (or any such other obligations that were)
      incurred prior to the date of the Collateral Agency and Intercreditor
      Agreement and constitute(s) Secured Debt), such Indebtedness is (or other
      obligations are) designated by the Company, in an Officers’ Certificate
      delivered to the Collateral Agent, as “First Lien Debt” for the purposes
      of the Secured Debt Documents; provided that no
      Obligation or Indebtedness may be designated as both Second Lien Debt and
      First Lien Debt;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                such
      Indebtedness is (or other obligations are) evidenced or governed by an
      indenture, credit agreement, loan agreement, note agreement, promissory
      note, Hedge Agreement or other agreement or instrument that includes a
      Lien Sharing and Priority Confirmation, or such Indebtedness is (or other
      obligations are) subject to a Lien Sharing and Priority Confirmation;
      and

              


      

       


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                is
      designated as First Lien Debt in accordance with the requirements of the
      Collateral Agency and Intercreditor
Agreement.

              


      

       

      In
addition to the foregoing, all obligations owing to the Collateral Agent in its
capacity as such, whether pursuant to the Collateral Agency and Intercreditor
Agreement or one or more of the Security Documents, First Lien Documents or
Second Lien Documents, shall in each case be deemed to constitute First Lien
Debt (although there shall be no separate Series of First Lien Debt as a result
thereof) and First Lien Obligations (with the obligations described in this
sentence being herein called “Collateral Agent Obligations”), which Collateral
Agent Obligations shall be entitled to the priority provided in clause FIRST of
Section 3.4 of the Collateral Agency and Intercreditor Agreement.

       

      “First Lien Documents” means
this Indenture, the Credit Agreement, each agreement or instrument relating to
any Specified Cash Management and Swap Obligations and each other agreement or
instrument governing, or relating to, any First Lien Debt and the First Lien
Security Documents.

       

      “First Lien Eligible Commodity Hedge
Financing Agreements” means any Eligible Commodity Hedge Financing (and
agreements and instruments governing or relating thereto) which has become First
Lien Debt in accordance with clause (2) of the definition of “First Lien Debt”
contained in the Collateral Agency and Intercreditor Agreement.

       

      “First Lien Eligible Commodity Hedge
Financing Obligations” means all obligations under First Lien Eligible
Commodity Hedge Financing Agreements.

       

      “First Lien Hedging
Obligations” means all Specified Swap Obligations and all other
obligations under any Commodity Hedge Agreement, Eligible Commodity Hedge
Agreement or Swap Agreement which, in any case, constitutes First Lien Debt in
accordance with clause (2) of the definition of “First Lien Debt” contained in
the Collateral Agency and Intercreditor Agreement.

       

      “First Lien Obligations” means
any principal (including reimbursement obligations with respect to letters of
credit whether or not drawn), interest (including all interest accrued thereon
after the commencement of any Insolvency or Liquidation Proceeding at the rate,
including any applicable postdefault rate, specified in the First Lien
Documents, even if such interest is not enforceable, allowable or allowed as a
claim in such proceeding), premium (if any), fees, indemnifications,
reimbursements, expenses, damages and other liabilities payable under the First
Lien Documents, including, without limitation, all outstanding Credit Facility
Obligations, Guaranty Reimbursement Obligations, Specified Cash Management
Obligations, First Lien Hedging Obligations, First Lien Eligible Commodity Hedge
Financing Obligations and such obligations in respect of any other series of
First Lien Debt issued or outstanding after the date of this
Indenture.  As provided in the last sentence of the definition of
“First Lien Debt,” all Collateral Agent Obligations shall constitute First Lien
Obligations.

       

      “First Lien Representative”
means (1) in the case of this Indenture, the Trustee, (2) in the case of the
Existing Credit Agreement, Goldman Sachs Credit Partners L.P., as administrative
agent thereunder and its successors and assigns, or (3) in the case of any other
Series of First Lien Debt, the respective creditor or any trustee, agent or
representative thereof designated in the respective Series of First Lien
Debt.

       

      “First Lien Security
Documents” means the Security Documents (other than any Security
Documents that do not secure the First Lien Obligations).

       

      “Foreign Subsidiary” means any
Subsidiary of the Company organized under the laws of any jurisdiction outside
the United States.

       


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      “GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession.

       

      “Geysers Entities” means the
collective reference to the following Subsidiaries of the
Company:  Anderson Springs Energy Company, Thermal Power Company,
Geysers Power I Company, Geysers Power Company II, LLC, Geysers Power Company,
LLC, Calpine Calistoga Holdings, LLC and Silverado Geothermal Resources,
Inc.

       

      “Global Note Legend” means
the legend set forth in Section 2.06(f)(2) hereof, which is required to be
placed on all Global Notes issued under this Indenture.

       

      “Global Notes” means,
individually and collectively, each of the Restricted Global Notes and the
Unrestricted Global Notes deposited with or on behalf of and registered in the
name of the Depository or its nominee, substantially in the form of Exhibit A
hereto and that bears the Global Note Legend and that has the “Schedule of
Exchanges of Interests in the Global Note” attached thereto, issued in
accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4) or 2.06(d)(2)
hereof.

       

      “Government Securities” means
direct obligations of, or obligations guaranteed by, the United States of
America (including any agency or instrumentality thereof) for the payment of
which obligations or guarantees the full faith and credit of the United States
of America is pledged and which are not callable or redeemable at the issuer’s
option.

       

      “Grantors” means any Person
that pledges any Collateral under the Security Documents to secure any Secured
Obligation.

       

      “Guarantee” means a guarantee
other than by endorsement of negotiable instruments for collection in the
ordinary course of business, direct or indirect, in any manner including,
without limitation, by way of a pledge of assets or through letters of credit or
reimbursement agreements in respect thereof, of all or any part of any
Indebtedness (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services, to
take or pay or to maintain financial statement conditions or
otherwise).

       

      “Guarantee and Collateral
Agreement” means that certain Guarantee and Collateral Agreement, dated
as of January 31, 2008 (as amended, amended and restated, supplemented or
otherwise modified from time to time), by and among the Company, the other
guarantors and Grantors from time to time party thereto and the Collateral
Agent.

       

      “Guarantors” means any
Subsidiary of the Company that is a party to the Guarantee and Collateral
Agreement, and its successors and assigns, in each case, until the Note
Guarantee of such Person has been released in accordance with the provisions of
this Indenture and the Collateral Agency and Intercreditor
Agreement.

       

      “Guaranty Reimbursement
Obligations” means all Obligations of the Company and the Guarantors
under Section 2 of the Guarantee and Collateral Agreement.

       

      “Hedge Agreement” means any
agreement or instrument governing or relating to any First Lien Hedging
Obligations.

       


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      “Hedge Outstanding Amount”
means, for any Hedge Agreement on any date of determination, an amount
determined in good faith by the applicable First Lien Representative equal
to:  (a) in the case of a Hedge Agreement documented pursuant to a
Master Agreement, the amount, if any, that would be or is payable by the
applicable obligor to its counterparty to such Hedge Agreement, as if (i) such
Hedge Agreement were being terminated early on such date of determination due to
a “Termination Event”, “Event of Default”, “Additional Event of Default”, or
“Additional Termination Event”, (ii) the obligor party thereto were the sole
“Affected Party,” and (iii) the applicable First Lien Representative were the
sole party determining such payment amount (with the applicable First Lien
Representative making such determination reasonably in accordance with the
provisions of the above-described Master Agreement); (b) in the case of a Hedge
Agreement traded on a national exchange, the mark-to-market value of such Hedge
Agreement, which will be the unrealized loss on such Hedge Agreement to the
obligor party to such Hedge Agreement reasonably determined by the applicable
First Lien Representative based on the settlement price of such Hedge Agreement
on such date of determination; or (c) in all other cases, the mark-to-market
value of such Hedge Agreement, which will be the unrealized loss on such Hedge
Agreement to the obligor party to such Hedge Agreement reasonably determined by
the applicable First Lien Representative as the amount, if any, by which (i) the
present value of the future cash flows to be paid by the applicable obligor
exceeds (ii) the present value of the future cash flows to be received by such
obligor pursuant to such Hedge Agreement.

       

      “Holder” means a Person in
whose name a Note is registered.

       

      “IAI Global Note” means a
Global Note substantially in the form of Exhibit A hereto bearing the Global
Note Legend and the Private Placement Legend and deposited with or on behalf of
and registered in the name of the Depositary or its nominee that will be issued
in a denomination equal to the outstanding principal amount of the Notes sold to
Institutional Accredited Investors.

       

       “Indebtedness” means of
any Person at any date, without duplication, (a) all indebtedness of such Person
for borrowed money, (b) all obligations of such Person for the deferred purchase
price of property or services (other than current trade payables incurred in the
ordinary course of such Person’s business), (c) all obligations of such Person
evidenced by notes, bonds, debentures or other similar instruments, (d) all
indebtedness created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even
though the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property), (e)
all Capital Lease Obligations of such Person, (f) all obligations of such
Person, contingent or otherwise, as an account party or applicant under or in
respect of acceptances, letters of credit, surety bonds or similar arrangements,
(g) the liquidation value of all preferred Capital Stock of such Person, (h) all
guarantees of such Person in respect of obligations of the kind referred to in
clauses (a) through (g) above, (i) all obligations of the kind referred to in
clauses (a) through (h) above secured by (or for which the holder of such
obligation has an existing right, contingent or otherwise, to be secured by) any
Lien on property (including accounts and contract rights) owned by such Person,
whether or not such Person has assumed or become liable for the payment of such
obligation, and (j) all obligations of such Person in respect of Swap
Agreements.  The Indebtedness of any Person shall include the
Indebtedness of any other entity (including any partnership in which such Person
is a general partner) to the extent such Person is liable therefor as a result
of such Person’s ownership interest in or other relationship with such entity,
except to the extent the terms of such Indebtedness expressly provide that such
Person is not liable therefor.  For purposes hereof, preferred Capital
Stock issued by the Company shall not constitute Indebtedness hereunder unless
it constitutes Disqualified Capital Stock.

       

      “Indenture” means this
Indenture, as amended or supplemented from time to time.

       


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      “Indirect Participant” means
a Person who holds a beneficial interest in a Global Note through a
Participant.

       

      “Initial Notes” means the
$1,199,904,000 aggregate principal amount of Notes issued under this Indenture
on the date hereof.

       

      “Initial Purchasers” means
Goldman, Sachs & Co., Banc of America Securities LLC, Deutsche Bank
Securities Inc., Morgan Stanley & Co. Incorporated, ING Financial Markets
LLC, Mitsubishi UFJ Securities (USA), Inc., RBC Capital Markets Corporation and
WestLB AG Duesseldorf.

       

       “Insolvency or Liquidation
Proceeding” means:

       

      
        	
                 
      

              	
                (1)

              	
                any
      case commenced by or against the Company or any Guarantor under Title 11,
      U.S.  Code or any similar federal or state law for the relief of
      debtors, any other proceeding for the reorganization, recapitalization or
      adjustment or marshalling of the assets or liabilities of the Company or
      any Guarantor, any receivership or assignment for the benefit of creditors
      relating to the Company or any Guarantor or any similar case or proceeding
      relative to the Company or any Guarantor or its creditors, as such, in
      each case whether or not voluntary;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                any
      liquidation, dissolution, marshalling of assets or liabilities or other
      winding up of or relating to the Company or any Guarantor, in each case
      whether or not voluntary and whether or not involving bankruptcy or
      insolvency; or

              


      

       

      
        	
                 
      

              	
                (3)

              	
                any
      other proceeding of any type or nature in which substantially all claims
      of creditors of the Company or any Guarantor are determined and any
      payment or distribution is or may be made on account of such
      claims.

              


      

       

      “Institutional Accredited
Investor” means an institution that is an “accredited investor” as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not
also QIBs.

       

      “Junior Lien Indebtedness”
Indebtedness of the Company and/or any Subsidiary that is secured by Liens
junior to the Liens securing the Obligations of the Company and the Guarantors
under this Indenture; provided that the priority of such Liens and the ability
of the lenders or holders of such Indebtedness to exercise rights and enforce
remedies in respect of such Liens are subject to the Collateral Agency and
Intercreditor Agreement or any other intercreditor agreement that provides for
the subordination (including related intercreditors’ rights) of such Junior Lien
Indebtedness at least to the same extent that the Second Lien Debt is
subordinated to the First Lien Debt pursuant to the Collateral Agency and
Intercreditor Agreement, as determined by the Company in good
faith.

       

      “Legal Holiday” means a
Saturday, a Sunday or a day on which banking institutions in the City of New
York or at a place of payment are authorized by law, regulation or executive
order to remain closed.  If a payment date is a Legal Holiday at a
place of payment, payment may be made at that place on the next succeeding day
that is not a Legal Holiday, and no interest shall accrue on such payment for
the intervening period.

       

       “Lien” means, any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), charge or other security interest or any preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement and any capital lease having substantially the same economic effect as
any of the foregoing).

       


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      “Lien Sharing and Priority
Confirmation” means:

       

      
        	
                 
      

              	
                (1)

              	
                as
      to any Series of First Lien Debt, the written agreement of the holders of
      such Series of First Lien Debt, or their applicable First Lien
      Representative on their behalf, in each case as set forth in the
      indenture, credit agreement, loan agreement, note agreement, promissory
      note, Hedge Agreement or other agreement or instrument evidencing or
      governing such Series of First Lien Debt (or in a separate writing binding
      upon holders of such Series of First Lien Debt), for the enforceable
      benefit of all holders of each existing and future Series of First Lien
      Debt, each existing and future First Lien Representative, all holders of
      each existing and future Series of Second Lien Debt and each existing and
      future Second Lien Representative:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                that
      all First Lien Obligations will be and are secured equally and ratably by
      all First Liens at any time granted by the Company or any other Grantor to
      secure any Obligations in respect of such Series of First Lien Debt,
      whether or not upon property otherwise constituting collateral for such
      Series of First Lien Debt, and that all such First Liens will be
      enforceable by the Collateral Agent for the benefit of all holders of
      First Lien Obligations equally and
ratably;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                that
      the holders of Obligations in respect of such Series of First Lien Debt
      are bound by the provisions of the Collateral Agency and Intercreditor
      Agreement, including without limitation (x) the provisions relating to the
      ranking of First Liens and the order of application of proceeds from
      enforcement of First Liens and (y) Section 8.22 thereof;
    and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                consenting
      to and directing the Collateral Agent to perform its obligations under the
      Collateral Agency and Intercreditor Agreement and the other Security
      Documents; and

              


      

       

      
        	
                 
      

              	
                (2)

              	
                as
      to any Series of Second Lien Debt, the written agreement of the holders of
      such Series of Second Lien Debt, or their applicable Second Lien
      Representative on their behalf, in each case as set forth in the
      indenture, credit agreement, loan agreement, note agreement, promissory
      note, Hedge Agreement or other agreement or instrument evidencing or
      governing such Series of Second Lien Debt, for the enforceable benefit of
      all holders of each existing and future Series of Second Lien Debt, each
      existing and future Second Lien Representative, all holders of each
      existing and future Series of Second Lien Debt and each existing and
      future Second Lien Representative:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                that
      all Second Lien Obligations will be and are secured equally and ratably by
      all Second Liens at any time granted by the Company or any other Grantor
      to secure any Obligations in respect of such Series of Second Lien Debt,
      whether or not upon property otherwise constituting collateral for such
      Series of Second Lien Debt, and that all such Second Liens will be
      enforceable by the Collateral Agent for the benefit of all holders of
      Second Lien Obligations equally and
ratably;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                that
      the holders of Obligations in respect of such Series of Second Lien Debt
      are bound by the provisions of the Collateral Agency and Intercreditor
      Agreement, including without limitation (x) the provisions relating to the
      ranking of Second Liens and the order of application of proceeds from the
      enforcement of Second Liens and (y) Section 8.22 thereof;
    and

              


      

       


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                consenting
      to and directing the Collateral Agent to perform its obligations under the
      Collateral Agency and Intercreditor Agreement and the other Security
      Documents.

              


      

       

      “Limited Recourse Debt” means
Indebtedness of a Project Subsidiary or Project Subsidiaries (or a Subsidiary or
Subsidiaries directly or indirectly holding the Capital Stock of one or more of
such Project Subsidiaries) that is incurred to finance the improvement,
installment, design, engineering, construction, acquisition, development,
completion, maintenance or operation of, or otherwise affects any such act in
respect of, all or any portion of the applicable Project or Projects, or to
refinance existing such Indebtedness, with respect to which the recourse of the
holder or obligee of such Indebtedness is limited to (i) assets (and revenues
and proceeds from such assets) associated with or ancillary to such Project or
Projects (which in any event shall not include assets held by any Subsidiary
other than a Subsidiary, if any, whose sole business is the ownership and/or
operation of such Project or Projects (or the direct or indirect ownership of
one or more of the relevant Project Subsidiaries) and substantially all of whose
assets are associated with or ancillary to such Project or Projects) in respect
of which such Indebtedness was incurred and/or (ii) such Subsidiary or
Subsidiaries, and/or such Project Subsidiary or Project Subsidiaries and/or the
Capital Stock in one or more of such entity or entities, but in the case of
clause (ii) only if such Subsidiary’s or Project Subsidiary’s sole business is
the ownership and/or operation of such Project or Projects (or the direct or
indirect ownership of one or more of the relevant Project Subsidiaries) and
substantially all of such Subsidiary’s or Project Subsidiary’s assets are
associated with or ancillary to such Project or Projects.  For
purposes of the Collateral Agency and Intercreditor Agreement and the Guarantee
and Collateral Agreement, Indebtedness of a Subsidiary of the Company shall not
fail to be Limited Recourse Debt by reason of the holders of such Limited
Recourse Debt having recourse to the Company or another Subsidiary of the
Company pursuant to a performance guarantee, so long as such performance
guarantee is permitted under the Credit Agreement.

       

      “Master Agreement” means any
Master Agreement published by the International Swap and Derivatives
Associations, Inc.

       

      “Material Project
Subsidiaries” means the collective reference to the following
Subsidiaries of the Company:  Calpine Steamboat Holdings, LLC, Metcalf
Holdings, LLC and Blue Spruce Energy Center, LLC, and all of their respective
direct and indirect Subsidiaries.

       

      “Material Subsidiaries” means
the collective reference to the following Subsidiaries of the
Company:  the Geysers Entities, Calpine Energy Services Holdings,
Inc., Calpine Calgen Holdings, Inc., Calpine CCFC Holdings, Inc., CPN Energy
Services GP, Inc., CPN Energy Services LP, Inc., Calpine Riverside Holdings,
LLC, and the Material Project Subsidiaries and all of their respective direct
and indirect Subsidiaries (excluding, for the avoidance of doubt, California
Peaker Holdings, LLC and its Subsidiaries and South Point Holdings, LLC and its
Subsidiaries), and each of the Calpine Power Company, Calpine Operations
Management Company, Inc., Calpine Administrative Services Company,
Inc.  and Calpine Fuels Operation; it being understood that any
Subsidiary into which any Material Subsidiary merged or otherwise consolidated
or any Subsidiary to which all or substantially all of the assets of any
Material Subsidiary are transferred or otherwise disposed shall constitute a
Material Subsidiary for all purposes under this Indenture.

       

      “Metcalf Refinancing Facility”
means a credit facility with Metcalf Energy Center, LLC, as borrower, in a
maximum original principal amount not to exceed $400.0 million, entered into to
(among other things) repay or redeem outstanding indebtedness and preferred
securities of Metcalf Energy Center, LLC.

       

      “Moody’s” means Moody’s
Investors Services, Inc., or any successor thereto.

       


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      “Mortgage” means each of the
mortgages and deeds of trust made by the Company or any Guarantor in favor of,
or for the benefit of, the Collateral Agent for the benefit of the Secured
Parties referred to therein, in form and substance reasonably satisfactory to
the Collateral Agent.

       

      “Mortgaged Property” means the
real properties of the Company or any Guarantor, as to which the Collateral
Agent for the benefit of the Secured Parties shall be granted a Lien pursuant to
the Mortgages.

       

       “Non-Recourse Debt” means
Indebtedness:

       

      (1)           as
to which neither the Company nor any of its Restricted Subsidiaries (a) provides
credit support of any kind (including any undertaking, agreement or instrument
that would constitute Indebtedness) or (b) is directly or indirectly liable as a
guarantor or otherwise, other than pursuant to any performance guarantee;
and

       

      (2)           no
default with respect to which (including any rights that the holders of the
Indebtedness may have to take enforcement action against an Unrestricted
Subsidiary) would permit upon notice, lapse of time or both any holder of any
other Indebtedness of the Company or any of its Restricted Subsidiaries to
declare a default on such other Indebtedness or cause the payment of the
Indebtedness to be accelerated or payable prior to its final stated
maturity.

       

      “Non-U.S. Person” means a
Person who is not a U.S. Person.

       

      “Note Guarantee” means the
Guarantee by each Guarantor of the Company’s obligations under this Indenture
and the Notes, pursuant to the Guarantee and Collateral Agreement.

       

      “Notes” has the meaning
assigned to it in the preamble to this Indenture.  The Initial Notes
and the Additional Notes shall be treated as a single class for all purposes
under this Indenture, and unless the context otherwise requires, all references
to the Notes shall include the Initial Notes and any Additional
Notes.

       

      “Obligations” means any
principal, interest, penalties, fees, expenses, indemnifications,
reimbursements, damages and other liabilities payable under the documentation
governing any Indebtedness.

       

      “Offering Circular” the
Company’s Offering Circular dated October 14, 2009, relating to the initial
offering of the Notes.

       

       “Officer” means, with
respect to any Person, the Chairman of the Board, the Chief Executive Officer,
the President, the Chief Operating Officer, the Chief Financial Officer, the
Chief Legal Officer, the Treasurer, any Assistant Treasurer, the Controller, the
Secretary or any Vice-President of such Person.

       

      “Officers’ Certificate” means
a certificate signed on behalf of the Company by two Officers of the Company,
one of whom must be the principal executive officer, the principal financial
officer, the chief legal officer, the treasurer or the principal accounting
officer of the Company, that meets the requirements of Section 13.03
hereof.

       

      “Opinion of Counsel” means an
opinion from legal counsel who is reasonably acceptable to the Trustee, that
meets the requirements of Section 13.03 hereof.  The counsel may be an
employee of or counsel to the Company, any Subsidiary of the Company or the
Trustee.

       


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      “Participant” means, with
respect to the Depositary, Euroclear or Clearstream, a Person who has an account
with the Depositary, Euroclear or Clearstream, respectively (and, with respect
to DTC, shall include Euroclear and Clearstream).

       

      “Permitted Liens”
means:

       

      
        	
                 
      

              	
                (1)

              	
                Liens
      securing (a) First Lien Debt and (b) all other First Lien
      Obligations;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                Liens
      securing (a) Second Lien Debt and (b) all other Second Lien Obligations,
      which Liens are made junior to the First Lien Obligations pursuant to the
      Collateral Agency and Intercreditor
Agreement;

              


      

       

      
        	
                 
      

              	
                (3)

              	
                Liens
      securing Junior Lien Indebtedness and all Obligations with respect
      thereto;

              


      

       

      
        	
                 
      

              	
                (4)

              	
                Liens
      on the property or assets of (a) the Company or any Subsidiary of the
      Company in favor of the Company or any Guarantor or (b) any Restricted
      Subsidiary that is not a Guarantor in favor of any other Restricted
      Subsidiary that is not a Guarantor;

              


      

       

      
        	
                 
      

              	
                (5)

              	
                Liens
      on property (including Capital Stock) existing at the time of acquisition
      of the property (including Capital Stock) by the Company or any Subsidiary
      of the Company; provided that such Liens were in existence prior to such
      acquisition and not incurred in contemplation of, such
      acquisition;

              


      

       

      
        	
                 
      

              	
                (6)

              	
                Liens
      incurred or deposits made in the ordinary course of business in connection
      with workers’ compensation, unemployment insurance and other types of
      social security, or to secure the performance of tenders, statutory
      obligations, surety and appeal bonds, bids, government contracts,
      performance and return-of-money bonds and other similar obligations
      incurred in the ordinary course of business (exclusive of obligations in
      respect of the payment for borrowed
money);

              


      

       

      
        	
                 
      

              	
                (7)

              	
                Liens
      to secure the performance of bids, trading contracts (other than for
      borrowed money), leases, statutory obligations, surety and appeal bonds,
      performance bonds, and other obligations of a like nature incurred in the
      ordinary course of business; provided that, for the avoidance of doubt,
      Liens (including without limitation rights of set-off) on (i) deposits and
      (ii) revenues under trading contracts, in each case in favor of
      counterparties under such trading contracts and other obligations incurred
      in the ordinary course of business (including trading counterparties,
      brokerages, clearing houses, utilities, systems operators and similar
      entities) shall be permitted and shall be permitted to be first priority
      Liens on such collateral;

              


      

       

      
        	
                 
      

              	
                (8)

              	
                Liens
      existing on the date of this Indenture and Liens on assets of the Company
      or any of its Subsidiaries securing obligations incurred to refinance,
      replace, refund, renew or extend obligations (and obligations refinancing
      such obligations) secured by Liens existing on the date of this Indenture;
      provided that the
      Liens securing such obligations shall attach only to the assets that were
      subject to Liens securing the obligations so refinanced, replaced,
      refunded, renewed or extended;

              


      

       

      
        	
                 
      

              	
                (9)

              	
                licenses,
      leases or subleases granted to third parties not interfering in any
      material respect with the business of the Company and any of its
      Restricted Subsidiaries;

              


      

       


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (10)

              	
                Liens
      for taxes, assessments or charges not yet due or that are being contested
      in good faith and by appropriate proceedings if adequate reserves with
      respect thereto are maintained on the books of the Company or the affected
      Restricted Subsidiary, as the case may be, in accordance with GAAP as in
      effect from time to time;

              


      

       

      
        	
                 
      

              	
                (11)

              	
                carriers’,
      warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlords’ or
      other similar Liens arising in the ordinary course of business which in
      the aggregate do not materially detract from the value of the property or
      assets or materially impair the use thereof in the operation of the
      business of the Company and its Subsidiaries and are not overdue for a
      period of more than 90 days or which are being contested in good faith by
      appropriate proceedings and for which adequate reserves with respect
      thereto are maintained on the books of the Company or the affected
      Restricted Subsidiary, as the case may be, in accordance with GAAP as in
      effect from time to time;

              


      

       

      
        	
                 
      

              	
                (12)

              	
                easements,
      rights-of-way, restrictions, zoning ordinances and other similar
      encumbrances incurred in the ordinary course of business which, are not
      substantial in amount and which do not in any case materially detract from
      the value of the property subject thereto or materially interfere with the
      ordinary conduct of the business of the Company and any of its Restricted
      Subsidiaries;

              


      

       

      
        	
                 
      

              	
                (13)

              	
                any
      interest or title of a licensor, lessor or sublessor under any
      lease;

              


      

       

      
        	
                 
      

              	
                (14)

              	
                Liens
      created for the benefit of (or to secure) the Notes or the Note
      Guarantees;

              


      

       

      
        	
                 
      

              	
                (15)

              	
                Liens
      arising in the ordinary course of business to secure liability (in an
      amount not in excess of the premium for such insurance) for premiums to
      insurance carriers;

              


      

       

      
        	
                 
      

              	
                (16)

              	
                filing
      of Uniform Commercial Code financing statements as a precautionary measure
      in connection with operating leases or capital
  leases;

              


      

       

      
        	
                 
      

              	
                (17)

              	
                bankers’
      Liens and similar Liens (including rights of set-off) in respect of bank
      deposits;

              


      

       

      
        	
                 
      

              	
                (18)

              	
                Liens
      on cash, Cash Equivalents or other property arising in connection with the
      defeasance, discharge or redemption of
  Indebtedness;

              


      

       

      
        	
                 
      

              	
                (19)

              	
                Liens
      on specific items of inventory or other goods (and the proceeds thereof)
      of any Person securing such Person’s obligations in respect of bankers’
      acceptances issued or created in the ordinary course of business for the
      account of such Person to facilitate the purchase, shipment or storage of
      such inventory or other goods;

              


      

       

      
        	
                 
      

              	
                (20)

              	
                Liens
      arising out of conditional sale, title retention, consignment or similar
      arrangements for the sale of goods entered into in the ordinary course of
      business;

              


      

       

      
        	
                 
      

              	
                (21)

              	
                good
      faith deposits made in connection with (a) any acquisition (whether
      pursuant to an acquisition of Capital Stock, assets or otherwise) by the
      Company or any of its Subsidiaries from any Person of all or substantially
      all of the assets of a Person or a line of business of a Person or (b) any
      advance, loan, extension of credit (by way of guarantee or otherwise) or
      capital contribution, or purchase of any stock, bonds, notes, debentures
      or other securities of or any assets constituting a business unit of, or
      any other investment;

              


      

       


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (22)

              	
                Liens
      on assets of any Subsidiary of the Company or Project Subsidiary and/or on
      the Capital Stock of such Subsidiary or Project Subsidiary, in each case
      to the extent such Liens secure Limited Recourse
  Debt;

              


      

       

      
        	
                 
      

              	
                (23)

              	
                any
      Lien existing on any property or asset prior to the acquisition thereof
      (or the acquisition of, or merger or consolidation with, the Person owning
      such property or asset) by the Company or any of its Subsidiaries, and any
      Lien securing obligations incurred to refinance, replace, refund, renew or
      extend the obligations secured by such Liens; provided that in each
      case (i) such Lien is not created in contemplation or in connection with
      such acquisition, (ii) such Lien does not apply to any other property or
      assets of the Company or any of its Subsidiaries (other than fixtures and
      improvements on any such real property), and (iii) the principal amount of
      any Indebtedness secured by such Liens shall not be increased (except by
      the amount of premiums, penalties, accrued and unpaid interest, fees and
      expenses associated with such refinancing, replacement, refunding, renewal
      or extension of such Indebtedness);

              


      

       

      
        	
                 
      

              	
                (24)

              	
                utility
      and similar deposits made by the Company or its Subsidiaries in the
      ordinary course of business;

              


      

       

      
        	
                 
      

              	
                (25)

              	
                Permitted
      PPA Counterparty Liens, subject to a PPA Intercreditor
      Agreement;

              


      

       

      
        	
                 
      

              	
                (26)

              	
                Liens
      securing (a) Capital Lease Obligations and (b) other Indebtedness of the
      Company or any of its Subsidiaries incurred to finance all or any part of
      the acquisition, lease, construction, installation or improvement of any
      assets, and any refinancing, replacement, refunding, renewal or extension
      of any such Indebtedness without any increase thereof, in an aggregate
      amount, together with all other Capital Lease Obligations and Indebtedness
      secured by Liens pursuant to this clause (26) not to exceed $150.0 million
      at any one time outstanding, so long as (i) such Liens are initially
      created or arise prior to or within the 90 days after the completion of
      such acquisition, lease, construction, installation or improvement and
      (ii) such Liens do not attach to assets of the Company or any Subsidiary
      other than the relevant assets acquired, leased, constructed, installed or
      improved;

              


      

       

      
        	
                 
      

              	
                (27)

              	
                Liens
      of sellers of goods, gas or oil to the Company or any of its Subsidiaries
      arising under Article 2 of the Uniform Commercial Code or under other
      state statutes in the ordinary course of business, covering only the
      goods, gas or oil sold and covering only the unpaid purchase price for
      such goods, gas or oil and related
expenses;

              


      

       

      
        	
                 
      

              	
                (28)

              	
                Liens
      securing the CalGen Makewhole Payment, if
any;

              


      

       

      
        	
                 
      

              	
                (29)

              	
                Liens
      securing the Blue Spruce Refinancing Facility and the Metcalf Refinancing
      Facility, provided that in each
      case the Liens securing such Obligations shall attach only to the assets
      that were subject to Lien securing the Obligations refinanced, replaced,
      refunded, renewed or extended by the Blue Spruce Refinancing Facility or
      the Metcalf Refinancing Facility, as
applicable;

              


      

       

      
        	
                 
      

              	
                (30)

              	
                Liens
      on all or substantially all of the assets of any Subsidiary of the Company
      that was a debtor under the Bankruptcy Code immediately after the closing
      date of the Existing Credit Agreement, which Subsidiary has not emerged
      from its Case to the extent such Liens secure the obligations of such
      bankrupt Subsidiaries under loans made to them
  and

              


      

       


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      permitted
under the Existing Credit Agreement; provided that such Liens shall be
terminated and released as of the date that such Subsidiary emerges from its
Case; and

       

      
        	
                 
      

              	
                (31)

              	
                Liens
      securing Indebtedness or other Obligations in an aggregate amount,
      together with all other Indebtedness and other Obligations secured by
      Liens pursuant to this clause (31), not to exceed $100.0 million at any
      one time outstanding.

              


      

       

      “Permitted PPA Counterparty
Lien” means a Lien granted by the Company or any of its Subsidiaries in
favor of a PPA Counterparty under a PPA; provided that all of the following
conditions are satisfied:

       

      
        	
                 
      

              	
                (1)

              	
                the
      PPA Counterparty shall not be an Affiliate of the Company or any of its
      Subsidiaries;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                the
      Lien shall not secure any Indebtedness and (a) shall have been granted
      solely to secure the performance obligations of the applicable Project
      Subsidiary under the PPA and/or any obligations of such Project Subsidiary
      to make a termination payment under the PPA, or (b) shall create rights
      designed to enable the PPA Counterparty to assume operational control of
      the relevant Eligible Facility or Eligible Facilities (e.g., step-in
      rights) or otherwise continue performance of the Project Subsidiary’s
      obligations under the PPA;

              


      

       

      
        	
                 
      

              	
                (3)

              	
                the
      PPA Counterparty shall be permitted to exercise its rights and remedies
      solely with respect to the assets subject to such Lien
    only:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                for
      so long as the PPA Counterparty remains current with respect to all of its
      payment obligations under the PPA and shall not otherwise be in a
      continuing default under the PPA;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                if
      the PPA Counterparty continues to acknowledge the existence of the Liens
      securing the Obligations (unless and until the Liens securing the
      Obligations are eliminated in connection with a foreclosure of the Lien as
      contemplated by clause (4) of this definition);
  and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                if
      either (i) the Project Subsidiary has terminated, rejected or repudiated
      the PPA (including, without limitation, any rejection or similar act by or
      on behalf of such Project Subsidiary in connection with any case under the
      Bankruptcy Code) or (ii) the Project Subsidiary (A) provides or delivers
      capacity or energy to a third party if such Project Subsidiary is required
      under the PPA to provide or deliver such capacity or energy to the PPA
      Counterparty, (B) fails to operate or attempt to operate one or more of
      the relevant Eligible Facilities at a time when the Project Subsidiary was
      required under the PPA to operate or attempt to operate such Eligible
      Facility or Eligible Facilities and such operation is not prevented by
      force majeure, forced outage or other events or circumstances outside the
      reasonable control of the Person responsible therefor, (C) fails to comply
      with any provisions of the PPA designed to enable the PPA Counterparty to
      assume operational control of the relevant Eligible Facility or Eligible
      Facilities (e.g., step-in rights) or otherwise take actions necessary to
      continue performance of Project Subsidiary’s obligations under the PPA, in
      each case to the extent the Project Subsidiary is then capable of
      complying with such provisions, (D) fails to pay to the PPA Counterparty
      any amount due and payable in accordance with
  the

              


      

       


      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      terms and
conditions of the PPA, or (E) otherwise intentionally breaches its obligations
under the PPA;

       

      
        	
                 
      

              	
                (4)

              	
                the
      PPA Counterparty’s exercise of its rights with respect to the Lien shall
      be limited to (a) the taking of actions pursuant to any provisions of the
      PPA designed to enable the PPA Counterparty to assume operational control
      of the relevant Eligible Facility or Eligible Facilities (e.g., step-in
      rights) or otherwise necessary to continue performance of Project
      Subsidiary’s obligations under the PPA or (b) the recovery of any
      termination payment due under the PPA;
and

              


      

       

      
        	
                 
      

              	
                (5)

              	
                the
      PPA Counterparty shall have executed and delivered a PPA Intercreditor
      Agreement.

              


      

       

      “Permitted Refinancing
Indebtedness” means any Indebtedness that constitutes First Lien Debt
issued in exchange for, or the net proceeds of which are used to renew, refund,
refinance, replace, defease or discharge other Indebtedness that constitutes
First Lien Debt; provided that the principal
amount (or accreted value, if applicable) of such Permitted Refinancing
Indebtedness does not exceed the principal amount (or accreted value, if
applicable) of the Indebtedness renewed, refunded, refinanced, replaced,
defeased or discharged (plus all accrued interest on such Indebtedness and the
amount of all fees and expenses, including premiums, incurred in connection
therewith).

       

      “Permitted Replacement
Commitment” means any letters of credit, similar obligations and/or
commitment to lend or provide Indebtedness that replaces any then-existing
letters of credit, similar obligations or undrawn and unutilized commitment to
lend or provide Indebtedness, in each case, that would constitute First Lien
Debt; provided that the
maximum principal amount of the replacement letters of credit, similar
obligations and commitments may not exceed the maximum principal amount of the
then-existing letters of credit, similar obligations and
commitments.

       

      “Person” means any
individual, corporation, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization, limited liability company or
government or other entity.

       

       “PPA” means an agreement
(including a tolling agreement, fuel conversion services agreement or other
similar agreement) entered into by a Subsidiary for the sale of capacity or
energy (and services ancillary or related thereto) from one or more of the
Projects.

       

      “PPA Counterparty” means a
counterparty to a PPA.

       

      “PPA Intercreditor Agreement”
means an intercreditor agreement that provides for the following:  (a)
notice by the Company to the relevant PPA Counterparty of defaults, events of
default and any exercise of remedies by the lenders under the Credit Agreement
or an Act of Required Debtholders in connection therewith, (b) the right of the
PPA Counterparty to exercise step-in rights, (c) notice to the Collateral Agent
and the trustee of any defaults under the relevant PPA, (d) standstill
provisions relating to the exercise of remedies by the PPA Counterparty, (e) the
right of the lenders under the Credit Agreement or an Act of Required
Debtholders to cure defaults under the relevant PPA without assuming the PPA or
taking possession of the Project, (f) the right of the lenders under the Credit
Agreement or an Act of Required Debtholders to cure defaults under the relevant
PPA by stepping in, assuming the contract and curing “curable” defaults, (g) the
right of the applicable Secured Parties to provide alternative collateral (e.g.,
letter of credit) in lieu of Permitted PPA Counterparty Liens, (h) the
establishment of a payment waterfall absent special actions by the PPA
Counterparty and the lenders under the Credit Agreement or an Act of Required
Debtholders, and (i) is otherwise in form and substance reasonably satisfactory
to Collateral Agent and the Company.

       


      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      “Private Placement Legend”
means the legend set forth in Section 2.06(f)(1) hereof to be placed on all
Notes issued under this Indenture except where otherwise permitted by the
provisions of this Indenture.

       

       “Project” means any (a)
electrical generation plant, (b) cogeneration plant, (c) facility for the
exploration or drilling for fuel or other resources, or for the development,
storage, transport or transmission of, electricity, steam, fuel, syngas or other
resources for the generation of electricity or (d) facility engaged in another
line of business in which the Company and its Subsidiaries are permitted to be
engaged hereunder, in each case for which a Subsidiary or Subsidiaries of the
Company was, is or will be (as the case may be) an owner, lessee, operator,
manager, developer or builder, and shall also mean any two or more of such
plants or facilities in which an interest has been acquired in a single
transaction; provided that a Project shall cease to be a Project of the Company
and its Subsidiaries at such time that the Company or any of its Subsidiaries
ceases to have any existing or future rights or obligations (whether direct or
indirect, contingent or matured) associated therewith.

       

      “Project Subsidiary” means any
Subsidiary of the Company whose sole business is the ownership and/ or operation
of a Project or Projects and substantially all of the assets of which are
associated with or acquired or utilized in such Project.

       

      “Prudent Industry Practice”
means those practices or methods as are commonly used or adopted by Persons in
power generation industry in the United States, in connection with the conduct
of such industry, in each case as such practices or methods may evolve from time
to time, consistent with all applicable requirements of law.

       

      “QIB” means a “qualified
institutional buyer” as defined in Rule 144A.

       

       “Qualified Cash Management
Creditors” means any Person to whom Cash Management Obligations are owed,
in each case so long as such Person was a lender under the Credit Agreement or
an Affiliate of a lender under the Credit Agreement, at the time the respective
services or extensions of credit giving rise to such Cash Management Obligations
were provided or incurred.

       

       “Rating Agencies” means (1)
each of Moody’s and S&P and (2) if any of Moody’s or S&P ceases to rate
the Notes or fails to make a rating of the Notes publicly available for reasons
outside of our control, a “nationally recognized statistical rating
organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange
Act selected by us as a replacement agency for Moody’s or S&P, or both of
them, as the case may be.

       

      “Rating Event” means the
rating on the Notes is lowered by both of the Rating Agencies on any day within
the 60-day period (which 60-day period will be extended so long as the rating of
the Notes is under publicly announced consideration for a possible downgrade by
either of the Rating Agencies) after the earlier of (1) the occurrence of a
Change of Control and (2) public disclosure by the Company of the occurrence of
a Change of Control or the Company’s intention to effect a Change of Control;
provided, however, that a Rating Event otherwise arising by virtue of a
particular reduction in rating will not be deemed to have occurred in respect of
a particular Change of Control (and thus will not be deemed a Rating Event for
purposes of the definition of Change of Control Triggering Event) if the Rating
Agencies making the reduction in rating to which this definition would otherwise
apply do not announce or publicly confirm or inform the trustee in writing at
the Company’s or the Trustee’s request that the reduction was the result, in
whole or in part, of any event or circumstance comprised of or arising as a
result of, or in respect of, the applicable Change of Control (whether or not
the applicable Change of Control has occurred at the time of the Rating
Event).

       


      
        
           


        

        
          22

          
            

          

        

        
           


        

      


      “Regulation S” means
Regulation S promulgated under the Securities Act.

       

      “Regulation S Global Note”
means a Global Note substantially in the form of Exhibit A hereto bearing the
Global Note Legend and the Private Placement Legend and deposited with or on
behalf of and registered in the name of the Depositary or its nominee, issued in
a denomination equal to the outstanding principal amount of the Notes sold in
reliance on Rule 903 of Regulation S.

       

      “Required First Lien
Debtholders” means, at any time, the holders of more than 50% of the sum
of (1) the aggregate outstanding principal amount of First Lien Debt (including
outstanding letters of credit (unless fully cash collateralized in accordance
with the terms of the relevant Secured Debt Documents, fully supported by a
letter of credit satisfactory to the issuer of the letter of credit supported
thereby or otherwise supported in a manner satisfactory to the respective
issuers thereof) whether or not then available or drawn but excluding
obligations under Hedge Agreements); (2) the aggregate Hedge Outstanding Amount
under Hedge Agreements; and (3) other than in connection with the exercise of
remedies, the aggregate unfunded commitments to extend credit which, when
funded, would constitute First Lien Debt.  For purposes of this
definition, (a) First Lien Debt registered in the name of, or beneficially owned
by, the Company or any Affiliate of the Company will be deemed not to be
outstanding and neither the Company nor any Affiliate of the Company will be
entitled to vote to direct the relevant First Lien Debt Representative, and (b)
votes will be determined in accordance with Section 8.2 of the Collateral Agency
and Intercreditor Agreement.  Notwithstanding the foregoing and except
as provided in the immediately succeeding sentence, at all times when (x) the
sum of (1) the outstanding Credit Facility Obligations and (2) the aggregate
unutilized commitments under the Credit Agreement, exceeds (y) $500,000,000, the
only First Lien Obligations included in determining the Required First Lien
Debtholders in accordance with the preceding sentence shall be the Credit
Facility Obligations, Specified Swap Obligations, Specified Cash Management
Obligations, First Lien Hedging Obligations and First Lien Eligible Commodity
Hedge Financing Obligations outstanding from time to time and (without
duplication) any Guaranty Reimbursement Obligations with respect
thereto.  The immediately preceding sentence shall not be given effect
with respect to amendments or other modifications of the Collateral Agency and
Intercreditor Agreement pursuant to Section 8.1 of the Collateral Agency and
Intercreditor Agreement, but shall apply with respect to amendments or other
modifications of other Security Documents pursuant to said section so long as
such amendment or modification is not by its express terms disproportionately
adverse in any material respect to the holders of any Series of First Lien Debt
(with releases of Collateral being deemed to be not disproportionately
adverse).

       

      “Required Second Lien
Debtholders” means, at any time, the holders of more than 50% of the sum
of (1) the aggregate outstanding principal amount of Second Lien Debt (including
outstanding letters of credit (unless fully cash collateralized in accordance
with the terms of the relevant Secured Debt Documents, fully supported by a
letter of credit satisfactory to the issuer of the letter of credit supported
thereby or otherwise supported in a manner satisfactory to the respective
issuers thereof) whether or not then available or drawn), and (2) other than in
connection with the exercise of remedies, the aggregate unfunded commitments to
extend credit which, when funded, would constitute Second Lien
Debt.  For purposes of this definition, (i) Second Lien Debt
registered in the name of, or beneficially owned by, the Company or any
Affiliate of the Company will be deemed not to be outstanding and neither the
Company nor any Affiliate of the Company will be entitled to vote to direct the
relevant Second Lien Debt Representative, and (ii) votes will be determined in
accordance with Section 8.2 of the Collateral Agency and Intercreditor
Agreement.

       

      “Responsible Officer” means
the chief executive officer, president, any executive vice president or
financial officer of the Company, but in any event, with respect to financial
matters, a financial officer of the Company.

       


      
        
           


        

        
          23

          
            

          

        

        
           


        

      


      “Restricted Definitive Note”
means a Definitive Note bearing the Private Placement Legend.

       

      “Restricted Global Note”
means a Global Note bearing the Private Placement Legend.

       

      “Restricted Period” means the
40-day distribution compliance period as defined in Regulation S.

       

      “Restricted Subsidiary” of a
Person means any Subsidiary of the referent Person that is not an Unrestricted
Subsidiary.

       

      “Rule 144” means Rule 144
promulgated under the Securities Act.

       

      “Rule 144A” means Rule 144A
promulgated under the Securities Act.

       

      “Rule 903” means Rule 903
promulgated under the Securities Act.

       

      “Rule 904” means Rule 904
promulgated under the Securities Act.

       

      “S&P” means Standard &
Poor’s Rating Services, a division of The McGraw Hill Companies, Inc., or any
successor thereto.

       

       “Second Lien” means a Lien
granted by a Security Document to the Collateral Agent for the benefit of the
Second Lien Secured Parties, at any time, upon any property of the Company or
any other Grantor to secure Second Lien Obligations.

       

      “Second Lien Debt” means to
the extent issued or outstanding, any Indebtedness constituting Junior Lien
Indebtedness; provided
that in the case of any Indebtedness referred to in this
definition:

       

      
        	
                 
      

              	
                (1)

              	
                on
      or before the date on which such Indebtedness is incurred by the Company
      or any Restricted Subsidiary (as defined in the Existing Credit
      Agreement), such Indebtedness is designated by the Company, in an
      Officers’ Certificate delivered to the Collateral Agent, as “Second Lien
      Debt” for the purposes of the Secured Debt Documents; provided, that no
      Obligation or Indebtedness may be designated as both Second Lien Debt and
      First Lien Debt;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                such
      Indebtedness is evidenced or governed by an indenture, credit agreement,
      loan agreement, note agreement, promissory note or other agreement or
      instrument that includes a Lien Sharing and Priority
      Confirmation;

              


      

       

      
        	
                 
      

              	
                (3)

              	
                is
      designated as Second Lien Debt in accordance with the requirements of the
      Collateral Agency and Intercreditor Agreement;
  and

              


      

       

      
        	
                 
      

              	
                (4)

              	
                at
      the time of the incurrence thereof, the respective Second Lien Debt may be
      incurred (and secured as contemplated herein) without violating the terms
      of any Credit Agreement then outstanding (or if no such Credit Agreement
      is then in effect, each other applicable Secured Debt
      Document).

              


      

       

      “Second Lien Documents” means,
collectively, the indenture, credit agreement or other agreement or instrument
evidencing or governing or securing each Series of Second Lien Debt and the
Second Lien Security Documents.

       

      “Second Lien Obligations”
means any principal (including reimbursement obligations with respect to letters
of credit whether or not drawn), interest (including all interest accrued
thereon after the

       


      
        
           


        

        
          24

          
            

          

        

        
           


        

      


      commencement
of any Insolvency or Liquidation Proceeding at the rate, including any
applicable postdefault rate, specified in the Second Lien Documents, even if
such interest is not enforceable, allowable or allowed as a claim in such
proceeding), premium (if any), fees, indemnifications, reimbursements, expenses,
damages and other liabilities payable under the documentation governing any
Second Lien Debt.

       

      “Second Lien Representative”
means, in the case of any Series of Second Lien Debt, the trustee, agent or
representative of the holders of such Series of Second Lien Debt who maintains
the transfer register for such Series of Second Lien Debt and is appointed as a
Second Lien Representative (for purposes related to the administration of the
Security Documents) pursuant to the indenture, credit agreement, loan agreement,
note agreement, promissory note or other agreement or instrument evidencing or
governing such Series of Second Lien Debt, together with its successors in such
capacity; provided that in each case such Person shall have executed a joinder
to the Collateral Agency and Intercreditor Agreement.

       

      “Second Lien Security
Documents” means the Security Documents (other than any Security
Documents that do not secure the Second Lien Obligations).

       

      “Secured Debt” means First
Lien Debt and Second Lien Debt.

       

      “Secured Debt Default” means,
with respect to any Series of Secured Debt, any event or condition which, under
the terms of any credit agreement, indenture, loan agreement, note agreement,
promissory note, Hedge Agreement or other agreement or instrument evidencing or
governing such Series of Secured Debt, causes, or permits holders of Secured
Debt outstanding thereunder to cause, the Secured Debt outstanding thereunder to
become immediately due and payable.  For the avoidance of doubt, an
“Event of Default” (or any other defined term having a similar purpose) (as
defined in the Credit Agreement) shall constitute a Secured Debt Default with
respect to the Series of Secured Debt evidenced by the Credit
Agreement.

       

      “Secured Debt Documents” means
the First Lien Documents and the Second Lien Documents.

       

      “Secured Debt Representative”
means each First Lien Representative and each Second Lien
Representative.

       

      “Secured Debt Termination
Date” means the date on which (1) all outstanding Secured Debt is paid in
full and discharged, (2) all other Secured Obligations that are outstanding, due
and payable at the time all Secured Debt is paid in full and discharged are paid
in full and discharged, (3) all commitments to extend credit under all Secured
Debt Documents are terminated or have expired and (4) all outstanding letters of
credit issued pursuant to any Secured Debt Documents are cancelled, terminated,
fully cash collateralized in accordance with the terms of the relevant Secured
Debt Documents, fully supported by a letter of credit satisfactory to the issuer
of the letter of credit supported thereby or otherwise supported in a manner
satisfactory to the respective issuers thereof.

       

      “Secured Obligations” means
First Lien Obligations and Second Lien Obligations.

       

      “Secured Parties” means the
holders of First Lien Debt (including their Secured Debt Representatives) and
the holders of Second Lien Debt (including their Secured Debt
Representatives).

       

      “Securities Act” means the
Securities Act of 1933, as amended, or any successor statute or statutes
thereto.

       


      
        
           


        

        
          25

          
            

          

        

        
           


        

      


      “Security Documents” means the
Collateral Agency and Intercreditor Agreement, the Guarantee and Collateral
Agreement, each Lien Sharing and Priority Confirmation, and all security
agreements, pledge agreements, collateral assignments, mortgages, collateral
agency agreements, control agreements, deeds of trust or other grants or
transfers for security executed and delivered by the Company or any other
Guarantor creating (or purporting to create) a Lien upon Collateral in favor of
the Collateral Agent, for the benefit of the Secured Parties, in each case, as
amended, modified, renewed, restated or replaced, in whole or in part, from time
to time, in accordance with its terms and Section 8.1 of the Collateral Agency
and Intercreditor Agreement.

       

      “Series of First Lien Debt”
means, severally, (1) the Indebtedness under the Existing Credit Agreement, (2)
all Specified Cash Management and Swap Obligations (with each separate such item
constituting a separate series of First Lien Debt, except that agreements
between one or more of the same Loan Parties, on the one hand, and one or more
of the same counterparties, on the other hand, shall constitute a single series
of First Lien Debt, so long as such agreements represent confirmations or
transactions under a single common agreement among such parties) and (3) each
separate issue of Indebtedness which constitutes First Lien Debt in accordance
with clause (2) of the definition thereof contained herein (with agreements
between one or more of the same Loan Parties, on the one hand, and one or more
of the same counterparties, on the other hand, constituting a single issue and a
single series of First Lien Debt, so long as such agreements represent
confirmations or transactions under a single common agreement among such
parties).

       

      “Series of Second Lien Debt”
means, severally, each issue or series of Second Lien Debt.

       

      “Series of Secured Debt”
means, severally, each Series of First Lien Debt and each Series of Second Lien
Debt.

       

      “Significant Subsidiary”
means any Subsidiary that would be a “significant subsidiary” as defined in
Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities
Act, as such Regulation is in effect on the date of this Indenture; provided
that clause (3) of such definition will be disregarded.

       

      “Specified Cash Management and Swap
Obligations” means a collective reference to all Specified Cash
Management Obligations and all Specified Swap Obligations.

       

      “Specified Cash Management
Obligations” means all Cash Management Obligations that are owed to one
or more Qualified Cash Management Creditors.

       

      “Specified Swap Obligations”
means all Obligations under any Swap Agreement in respect of interest rates or
currency exchange rates existing on the date of this Indenture (to the extent it
constitutes a “Specified Swap Agreement” as defined in the Collateral Agency and
Intercreditor Agreement on such date) or thereafter entered into by the Company
or any Guarantor and any Person that is a lender under a Credit Agreement or an
Affiliate of a lender under a Credit Agreement at the time such Swap Agreement
is entered into.

       

      “Subsidiary” means, with
respect to any specified Person:

       

      
        	
                 
      

              	
                (1)

              	
                any
      corporation, association or other business entity of which more than 50%
      of the total voting power of shares of Capital Stock entitled (without
      regard to the occurrence of any contingency and after giving effect to any
      voting agreement or stockholders’ agreement that effectively transfers
      voting power) to vote in the election of directors, managers or trustees
      of the corporation, association or other business entity is at the time
      owned or

              


      

       


      
        
           


        

        
          26

          
            

          

        

        
           


        

      


      controlled,
directly or indirectly, by that Person or one or more of the other Subsidiaries
of that Person (or a combination thereof); and

       

      
        	
                 
      

              	
                (2)

              	
                any
      partnership (a) the sole general partner or the managing general partner
      of which is such Person or a Subsidiary of such Person or (b) the only
      general partners of which are that Person or one or more Subsidiaries of
      that Person (or any combination
thereof).

              


      

       

      “Swap Agreements” means any
agreement with respect to any swap, forward, future or derivative transaction or
option or similar agreement involving, or settled by reference to, one or more
rates, currencies, commodities, equity or debt instruments or securities, or
economic, financial or pricing indices or measures of economic, financial or
pricing risk or value or any similar transaction or any combination of these
transactions; provided
that no phantom stock or similar plan providing for payments only on account of
services provided by current or former directors, officers, employees or
consultants of the Company or any of its Subsidiaries shall be a “Swap
Agreement.”

       

      “Treasury Rate” means, as of
any redemption date, the yield to maturity as of such redemption date of United
States Treasury securities with a constant maturity (as compiled and published
in the most recent Federal Reserve Statistical Release H.15 (519) that has
become publicly available at least two business days prior to the redemption
date (or, if such Statistical Release is no longer published, any publicly
available source of similar market data)) most nearly equal to the period from
the redemption date to October 15, 2013; provided, however, that if the period
from the redemption date to October 15, 2013, is less than one year, the weekly
average yield on actually traded United States Treasury securities adjusted to a
constant maturity of one year will be used.

       

      “Triggering Event” means (1)
until the Discharge of First Lien Obligations, a Secured Debt Default under (a)
any Credit Agreement or (b) at such time as the Credit Agreement is no longer
effective, any then effective First Lien Document; and (2) after the Discharge
of First Lien Obligations until the Discharge of Second Lien Obligations, a
Secured Debt Default under any Second Lien Document.

       

      “Trustee” means Wilmington
Trust Company until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving
hereunder.

       

      “Uniform Commercial Code”
means the Uniform Commercial Code as in effect from time to time in any
applicable jurisdiction.

       

       “Unrestricted Definitive
Note” means a Definitive Note that does not bear and is not required to
bear the Private Placement Legend.

       

      “Unrestricted Global Note”
means a Global Note that does not bear and is not required to bear the Private
Placement Legend.

       

      “Unrestricted Subsidiary”
means any Subsidiary of the Company that is designated by the Board of Directors
of the Company as an Unrestricted Subsidiary pursuant to a resolution of the
Board of Directors, but only to the extent that such Subsidiary:

       

      (1)           has
no Indebtedness other than Non-Recourse Debt;

       

      (2)           is
a Person with respect to which neither the Company nor any of the Guarantors has
any direct or indirect obligation, other than pursuant to a performance
guarantee, (a) to subscribe for additional Equity Interests or (b) to maintain
or preserve such Person’s financial

       


      
        
           


        

        
          27

          
            

          

        

        
           


        

      


      condition
or to cause such Person to achieve any specified levels of operating results, in
each case other than in the ordinary course of business on terms not materially
less favorable to the Company or the relevant Guarantor than those that would
have been obtained in a comparable transaction with an unrelated Person;
and

       

      (3)           has
not guaranteed or otherwise directly or indirectly provided credit support for
any Indebtedness of the Company or any of the Guarantors, in each case other
than in the ordinary course of business on terms not materially less favorable
to the Company or the relevant Guarantor than those that would have been
obtained in a comparable transaction with an unrelated Person.

       

       “U.S. Person” means a
U.S. Person as defined in Rule 902(k) promulgated under the Securities
Act.

       

      “Voting Stock” of any Person
as of any date means the Capital Stock of such Person that is at the time
entitled to vote in the election of the Board of Directors of such
Person.

       

      Section
1.02                      Other
Definitions.

       

      
        	 
      	
                Defined
      in

              
	
                Term

              	
                Section

              
	
                “Authentication
      Order”

              	
                2.02

              
	
                “Change
      of Control Offer”

              	
                4.11

              
	
                “Change
      of Control Payment”

              	
                4.11

              
	
                “Change
      of Control Payment Date”

              	
                4.11

              
	
                “Covenant
      Defeasance”

              	
                8.03

              
	
                “DTC”

              	
                2.03

              
	
                “Event
      of Default”

              	
                6.01

              
	
                “Legal
      Defeasance”

              	
                8.02

              
	
                “Paying
      Agent”

              	
                2.03

              
	
                “Payment Default” 

              	
                6.01

              
	
                “Registrar”

              	
                2.03

              
	
                “Title
      Datedown Product”

              	
                4.07

              
	
                “Trustee”

              	
                8.05

              


      

      


      Section
1.03                      Rules of
Construction.

       

      Unless
the context otherwise requires:

       

      (1)           a
term has the meaning assigned to it;

       

      (2)           unless
otherwise specified herein, an accounting term not otherwise defined has the
meaning assigned to it in accordance with GAAP as in effect from time to
time;

       

      (3)           “or”
is not exclusive;

       

      (4)           words
in the singular include the plural, and in the plural include the
singular;

       

      (5)           “will”
shall be interpreted to express a command;

       

      (6)           provisions
apply to successive events and transactions; and

       


      
        
           


        

        
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      (7)           references
to sections of or rules under the Securities Act will be deemed to include
substitute, replacement of successor sections or rules adopted by the Commission
from time to time.

       

      ARTICLE
2

      THE
NOTES

       

      Section
2.01                      Form and Dating.

       

      (a)           General.  The Notes
and the Trustee’s certificate of authentication will be substantially in the
form of Exhibit A hereto.  The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage.  Each Note
will be dated the date of its authentication.  The Notes shall be in
denominations of $2,000 and integral multiples of $1,000 in excess
thereof.

       

      The terms
and provisions contained in the Notes will constitute, and are hereby expressly
made, a part of this Indenture and the Company, the Guarantors and the Trustee,
by their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby.  However, to the extent any
provision of any Note conflicts with the express provisions of this Indenture,
the provisions of this Indenture shall govern and be controlling.

       

      (b)           Global
Notes.  Notes issued in global form will be substantially in
the form of Exhibit A hereto (including the Global Note Legend thereon and the
“Schedule of Exchanges of Interests in the Global Note” attached
thereto).  Notes issued in definitive form will be substantially in
the form of Exhibit A hereto (but without the Global Note Legend thereon and
without the “Schedule of Exchanges of Interests in the Global Note” attached
thereto).  Each Global Note will represent such of the outstanding
Notes as will be specified therein and each shall provide that it represents the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions.  Any endorsement of a Global Note
to reflect the amount of any increase or decrease in the aggregate principal
amount of outstanding Notes represented thereby will be made by the Trustee or
the Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.

       

      (c)           Euroclear and Clearstream Procedures
Applicable.  The provisions of the “Operating Procedures of the
Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the
“General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of
Clearstream will be applicable to transfers of beneficial interests in the
Regulation S Global Note that are held by Participants through Euroclear or
Clearstream.

       

      Section
2.02                      Execution and
Authentication.

       

      At least
one Officer must sign the Notes for the Company by manual or facsimile
signature.

       

      If an
Officer whose signature is on a Note no longer holds that office at the time a
Note is authenticated, the Note will nevertheless be valid.

       

      A Note
will not be valid until authenticated by the manual signature of the
Trustee.  The signature will be conclusive evidence that the Note has
been authenticated under this Indenture.

       

      The
Trustee will, upon receipt of a written order of the Company signed by two
Officers (an “Authentication
Order”), authenticate Notes for original issue that may be validly issued
under this

       


      
        
           


        

        
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      Indenture,
including any Additional Notes.  The aggregate principal amount of
Notes outstanding at any time may not exceed the aggregate principal amount of
Notes authorized for issuance by the Company pursuant to one or more
Authentication Orders, except as provided in Section 2.07 hereof.

       

      The
Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Notes.  An authenticating agent may authenticate Notes
whenever the Trustee may do so.  Each reference in this Indenture to
authentication by the Trustee includes authentication by such
agent.  An authenticating agent has the same rights as an Agent to
deal with Holders or an Affiliate of the Company.

       

      Section
2.03                      Registrar and Paying
Agent.

       

      The
Company will maintain an office or agency where Notes may be presented for
registration of transfer or for exchange (“Registrar”) and an office or
agency where Notes may be presented for payment (“Paying
Agent”).  The Registrar will keep a register of the Notes and
of their transfer and exchange.  The Company may appoint one or more
co-registrars and one or more additional paying agents.  The term
“Registrar” includes any co-registrar and the term “Paying Agent” includes any
additional paying agent.  The Company may change any Paying Agent or
Registrar without notice to any Holder.  The Company will notify the
Trustee in writing of the name and address of any Agent not a party to this
Indenture.  If the Company fails to appoint or maintain another entity
as Registrar or Paying Agent, the Trustee shall act as such.  The
Company or any of its Subsidiaries may act as Paying Agent or
Registrar.

       

      The
Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary
with respect to the Global Notes.

       

      The
Company initially appoints the Trustee to act as the Registrar and Paying Agent
and to act as Custodian with respect to the Global Notes.

       

      Section
2.04                      Paying Agent to Hold Money in
Trust.

       

      The
Company will require each Paying Agent other than the Trustee to agree in
writing that the Paying Agent will hold in trust for the benefit of Holders or
the Trustee all money held by the Paying Agent for the payment of principal,
premium, if any, or interest on the Notes, and will notify the Trustee of any
default by the Company in making any such payment.  While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee.  The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee.  Upon payment over
to the Trustee, the Paying Agent (if other than the Company or a Subsidiary)
will have no further liability for the money.  If the Company or a
Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying
Agent.  Upon any bankruptcy or reorganization proceedings relating to
the Company, the Trustee will serve as Paying Agent for the Notes.

       

      Section
2.05                      Holder Lists.

       

      The
Trustee will preserve in as current a form as is reasonably practicable the most
recent list available to it of the names and addresses of all
Holders.  If the Trustee is not the Registrar, the Company will
furnish to the Trustee at least seven Business Days before each interest payment
date and at such other times as the Trustee may request in writing, a list in
such form and as of such date as the Trustee may reasonably require of the names
and addresses of the Holders.

       


      
        
           


        

        
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      Section
2.06                      Transfer and
Exchange.

       

      (a)           Transfer and Exchange of Global
Notes.  A Global Note may not be transferred except as a whole
by the Depositary to a nominee of the Depositary, by a nominee of the Depositary
to the Depositary or to another nominee of the Depositary, or by the Depositary
or any such nominee to a successor Depositary or a nominee of such successor
Depositary.  All Global Notes will be exchanged by the Company for
Definitive Notes if:

       

      (1)           the
Company delivers to the Trustee notice from the Depositary that it is unwilling
or unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 120 days after the date of
such notice from the Depositary;

       

      (2)           the
Company in its sole discretion determines that the Global Notes (in whole but
not in part) should be exchanged for Definitive Notes and delivers a written
notice to such effect to the Trustee; or

       

      (3)           there
has occurred and is continuing a Default or Event of Default with respect to the
Notes.

       

      Upon the
occurrence of any of the preceding events in (1), (2) or (3) above, Definitive
Notes shall be issued in such names as the Depositary shall instruct the
Trustee.  Global Notes also may be exchanged or replaced, in whole or
in part, as provided in Sections 2.07 and 2.10 hereof.  Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof,
shall be authenticated and delivered in the form of, and shall be, a Global
Note.  A Global Note may not be exchanged for another Note other than
as provided in this Section 2.06(a), however, beneficial interests in a Global
Note may be transferred and exchanged as provided in Section 2.06(b) or (c)
hereof.

       

      (b)           Transfer and Exchange of Beneficial
Interests in the Global Notes.  The transfer and exchange of
beneficial interests in the Global Notes will be effected through the
Depositary, in accordance with the provisions of this Indenture and the
Applicable Procedures.  Beneficial interests in the Restricted Global
Notes will be subject to restrictions on transfer comparable to those set forth
herein to the extent required by the Securities Act.  Transfers of
beneficial interests in the Global Notes also will require compliance with
either subparagraph (1) or (2) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

       

      (1)           Transfer of Beneficial Interests in
the Same Global Note.  Beneficial interests in any Restricted
Global Note may be transferred to Persons who take delivery thereof in the form
of a beneficial interest in the same Restricted Global Note in accordance with
the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior
to the expiration of the Restricted Period, transfers of beneficial interests in
the Regulation S Global Note may not be made to a U.S. Person or for the account
or benefit of a U.S. Person (other than an Initial
Purchaser).  Beneficial interests in any Unrestricted Global Note may
be transferred to Persons who take delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note.  No written orders or
instructions shall be required to be delivered to the Registrar to effect the
transfers described in this Section 2.06(b)(1).

       

      (2)           All Other Transfers and Exchanges of
Beneficial Interests in Global Notes.  In connection with all
transfers and exchanges of beneficial interests that are not subject
to

       


      
        
           


        

        
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      Section
2.06(b)(1) above, the transferor of such beneficial interest must deliver to the
Registrar either:

       

      (A)           both:

       

      (i)           a
written order from a Participant or an Indirect Participant given to the
Depositary in accordance with the Applicable Procedures directing the Depositary
to credit or cause to be credited a beneficial interest in another Global Note
in an amount equal to the beneficial interest to be transferred or exchanged;
and

       

      (ii)           instructions
given in accordance with the Applicable Procedures containing information
regarding the Participant account to be credited with such increase;
or

       

      (B)           both:

       

      (i)           a
written order from a Participant or an Indirect Participant given to the
Depositary in accordance with the Applicable Procedures directing the Depositary
to cause to be issued a Definitive Note in an amount equal to the beneficial
interest to be transferred or exchanged; and

       

      (ii)           instructions
given by the Depositary to the Registrar containing information regarding the
Person in whose name such Definitive Note shall be registered to effect the
transfer or exchange referred to in (i) above;

       

      Upon satisfaction of all of the
requirements for transfer or exchange of beneficial interests in Global Notes
contained in this Indenture and the Notes or otherwise applicable under the
Securities Act, the Trustee shall adjust the principal amount of the relevant
Global Note(s) pursuant to Section 2.06(g) hereof.

       

      (3)           Transfer of Beneficial Interests to
Another Restricted Global Note.  A beneficial interest in any
Restricted Global Note may be transferred to a Person who takes delivery thereof
in the form of a beneficial interest in another Restricted Global Note if the
transfer complies with the requirements of Section 2.06(b)(2) above and the
Registrar receives the following:

       

      (A)           if
the transferee will take delivery in the form of a beneficial interest in the
144A Global Note, then the transferor must deliver a certificate in the form
of  Exhibit B hereto, including the certifications in item (1)
thereof;

       

      (B)           if
the transferee will take delivery in the form of a beneficial interest in the
Regulation S Global Note, then the transferor must deliver a certificate in the
form of Exhibit B hereto, including the certifications in item (2) thereof;
and

       

      (C)           if
the transferee will take delivery in the form of a beneficial interest in the
IAI Global Note, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications, certificates and Opinion of
Counsel required by item (3) thereof, if applicable.

       

      (4)           Transfer and Exchange of Beneficial
Interests in a Restricted Global Note for Beneficial Interests in an
Unrestricted Global Note.  A beneficial interest in any
Restricted

       


      
        
           


        

        
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      Global
Note may be exchanged by any holder thereof for a beneficial interest in an
Unrestricted Global Note or transferred to a Person who takes delivery thereof
in the form of a beneficial interest in an Unrestricted Global Note if the
exchange or transfer complies with the requirements of Section 2.06(b)(2) above
and:

       

      (A)           the
Registrar receives the following:

       

      (i)           if
the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a beneficial interest in an Unrestricted
Global Note, a certificate from such holder in the form of Exhibit C hereto,
including the certifications in item (1)(a) thereof; or

       

      (ii)           if
the holder of such beneficial interest in a Restricted Global Note proposes to
transfer such beneficial interest to a Person who shall take delivery thereof in
the form of a beneficial interest in an Unrestricted Global Note, a certificate
from such holder in the form of Exhibit B hereto, including the certifications
in item (4) thereof;

       

      and, in
each such case set forth in this subparagraph (A), if the Registrar so requests
or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.

       

      If any
such transfer is effected pursuant to subparagraph (A) above at a time when an
Unrestricted Global Note has not yet been issued, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee shall authenticate one or more Unrestricted Global Notes in an
aggregate principal amount equal to the aggregate principal amount of beneficial
interests transferred pursuant to subparagraph (A) above.

       

      Beneficial
interests in an Unrestricted Global Note cannot be exchanged for, or transferred
to Persons who take delivery thereof in the form of, a beneficial interest in a
Restricted Global Note.

       

      (c)           Transfer or Exchange of Beneficial
Interests for Definitive Notes.

       

      (1)           Beneficial Interests in Restricted
Global Notes to Restricted Definitive Notes.  If any holder of
a beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a Restricted Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a
Restricted Definitive Note, then, upon receipt by the Registrar of the following
documentation:

       

      (A)           if
the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a Restricted Definitive Note, a
certificate from such holder in the form of Exhibit C hereto, including the
certifications in item (2)(a) thereof;

       

      (B)           if
such beneficial interest is being transferred to a QIB in accordance with Rule
144A, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (1) thereof;

       


      
        
           


        

        
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      (C)           if
such beneficial interest is being transferred to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904, a certificate to
the effect set forth in Exhibit B hereto, including the certifications in item
(2) thereof;

       

      (D)           if
such beneficial interest is being transferred pursuant to an exemption from the
registration requirements of the Securities Act in accordance with Rule 144, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;

       

      (E)           if
such beneficial interest is being transferred to an Institutional Accredited
Investor in reliance on an exemption from the registration requirements of the
Securities Act other than those listed in subparagraphs (B) through (D) above, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications, certificates and Opinion of Counsel required by item (3)
thereof, if applicable; or

       

      (F)           if
such beneficial interest is being transferred to the Company or any of its
Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(b) thereof,

       

      the
Trustee shall cause the aggregate principal amount of the applicable Restricted
Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and
the Company shall execute and the Trustee, upon receipt of an Authentication
Order, shall authenticate and deliver to the Person designated in the
instructions a Restricted Definitive Note in the appropriate principal
amount.  Any Restricted Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to
this            Section
2.06(c) shall be registered in such name or names and in such authorized
denomination or denominations as the holder of such beneficial interest shall
instruct the Registrar through instructions from the Depositary and the
Participant or Indirect Participant.  The Trustee shall deliver such
Restricted Definitive Notes to the Persons in whose names such Notes are so
registered.  Any Restricted Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to
this            Section
2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all
restrictions on transfer contained therein.

       

      (2)           Beneficial Interests in Restricted
Global Notes to Unrestricted Definitive Notes.  A holder of a
beneficial interest in a Restricted Global Note may exchange such beneficial
interest for an Unrestricted Definitive Note or may transfer such beneficial
interest to a Person who takes delivery thereof in the form of an Unrestricted
Definitive Note only if:

       

      (A)           the
Registrar receives the following:

       

      (i)           if
the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for an Unrestricted Definitive Note, a
certificate from such holder in the form of Exhibit C hereto, including the
certifications in item (1)(b) thereof; or

       

      (ii)           if
the holder of such beneficial interest in a Restricted Global Note proposes to
transfer such beneficial interest to a Person who shall take delivery thereof in
the form of an Unrestricted Definitive Note, a certificate from such holder in
the form of Exhibit B hereto, including the certifications in item (4)
thereof;

       


      
        
           


        

        
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      and, in
each such case set forth in this subparagraph (A), if the Registrar so requests
or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.

       

      (3)           Beneficial Interests in Unrestricted
Global Notes to Unrestricted Definitive Notes.  If any holder
of a beneficial interest in an Unrestricted Global Note proposes to exchange
such beneficial interest for an Unrestricted Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of an
Unrestricted Definitive Note, then, upon satisfaction of the conditions set
forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate
principal amount of the applicable Unrestricted Global Note to be reduced
accordingly pursuant to Section 2.06(g) hereof, and the Company will execute and
the Trustee, upon receipt of an Authentication Order, will authenticate and
deliver to the Person designated in the instructions an Unrestricted Definitive
Note in the appropriate principal amount.  Any Unrestricted Definitive
Note issued in exchange for a beneficial interest pursuant to this Section
2.06(c)(3) will be registered in such name or names and in such authorized
denomination or denominations as the holder of such beneficial interest requests
through instructions to the Registrar from or through the Depositary and the
Participant or Indirect Participant.  The Trustee will deliver such
Unrestricted Definitive Notes to the Persons in whose names such Notes are so
registered.  Any Unrestricted Definitive Note issued in exchange for a
beneficial interest pursuant to this Section 2.06(c)(3) will not bear the
Private Placement Legend.

       

      (d)           Transfer and Exchange of Definitive
Notes for Beneficial Interests in Global Notes.

       

      (1)           Restricted Definitive Notes to
Beneficial Interests in Restricted Global Notes.  If any Holder
of a Restricted Definitive Note proposes to exchange such Note for a beneficial
interest in a Restricted Global Note or to transfer such Restricted Definitive
Notes to a Person who takes delivery thereof in the form of a beneficial
interest in a Restricted Global Note, then, upon receipt by the Registrar of the
following documentation:

       

      (A)           if
the Holder of such Restricted Definitive Note proposes to exchange such Note for
a beneficial interest in a Restricted Global Note, a certificate from such
Holder in the form of Exhibit C hereto, including the certifications in item
(2)(b) thereof;

       

      (B)           if
such Restricted Definitive Note is being transferred to a QIB in accordance with
Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (1) thereof;

       

      (C)           if
such Restricted Definitive Note is being transferred to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904, a certificate to
the effect set forth in Exhibit B hereto, including the certifications in item
(2) thereof;

       

      (D)           if
such Restricted Definitive Note is being transferred pursuant to an exemption
from the registration requirements of the Securities Act in accordance with Rule
144, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;

       

      (E)           if
such Restricted Definitive Note is being transferred to an Institutional
Accredited Investor in reliance on an exemption from the registration
requirements of the

       


      
        
           


        

        
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      Securities
Act other than those listed in subparagraphs (B) through (D) above, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications, certificates and Opinion of Counsel required by item (3)
thereof, if applicable; or

       

      (F)           if
such Restricted Definitive Note is being transferred to the Company or any of
its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(b) thereof,

       

      the
Trustee will cancel the Restricted Definitive Note, increase or cause to be
increased the aggregate principal amount of, in the case of clause (A) above,
the appropriate Restricted Global Note, in the case of clause (B) above, the
144A Global Note, in the case of clause (C) above, the Regulation S Global Note,
and in all other cases, the IAI Global Note.

       

      (2)           Restricted Definitive Notes to
Beneficial Interests in Unrestricted Global Notes.  A Holder of
a Restricted Definitive Note may exchange such Note for a beneficial interest in
an Unrestricted Global Note or transfer such Restricted Definitive Note to a
Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note only if:

       

      (A)           the
Registrar receives the following:

       

      (i)           if
the Holder of such Definitive Notes proposes to exchange such Notes for a
beneficial interest in the Unrestricted Global Note, a certificate from such
Holder in the form of Exhibit C hereto, including the certifications in item
(1)(c) thereof; or

       

      (ii)           if
the Holder of such Definitive Notes proposes to transfer such Notes to a Person
who shall take delivery thereof in the form of a beneficial interest in the
Unrestricted Global Note, a certificate from such Holder in the form of Exhibit
B hereto, including the certifications in item (4) thereof;

       

      and, in
each such case set forth in this subparagraph (A), if the Registrar so requests
or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.

       

      Upon
satisfaction of the conditions of any of the subparagraphs in this Section
2.06(d)(2), the Trustee will cancel the Restricted Definitive Notes and increase
or cause to be increased the aggregate principal amount of the Unrestricted
Global Note.

       

      (3)           Unrestricted Definitive Notes to
Beneficial Interests in Unrestricted Global Notes.  A Holder of
an Unrestricted Definitive Note may exchange such Note for a beneficial interest
in an Unrestricted Global Note or transfer such Unrestricted Definitive Notes to
a Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note at any time.  Upon receipt of a request for
such an exchange or transfer, the Trustee will cancel the applicable
Unrestricted Definitive Note and increase or cause to be increased the aggregate
principal amount of one of the Unrestricted Global Notes.

       


      
        
           


        

        
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      If any
such exchange or transfer from a Definitive Note to a beneficial interest is
effected pursuant to subparagraphs (2)(A) or (3) above at a time when an
Unrestricted Global Note has not yet been issued, the Company will issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee will authenticate one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of Definitive Notes so
transferred.

       

      (e)           Transfer and Exchange of Definitive
Notes for Definitive Notes.  Upon request by a Holder of
Definitive Notes and such Holder’s compliance with the provisions of this
Section 2.06(e), the Registrar will register the transfer or exchange of
Definitive Notes.  Prior to such registration of transfer or exchange,
the requesting Holder must present or surrender to the Registrar the Definitive
Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by its attorney,
duly authorized in writing.  In addition, the requesting Holder must
provide any additional certifications, documents and information, as applicable,
required pursuant to the following provisions of this Section
2.06(e).

       

      (1)           Restricted Definitive Notes to
Restricted Definitive Notes.  Any Restricted Definitive Note
may be transferred to and registered in the name of Persons who take delivery
thereof in the form of a Restricted Definitive Note if the Registrar receives
the following:

       

      (A)           if
the transfer will be made pursuant to Rule 144A, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (1) thereof;

       

      (B)           if
the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (2) thereof; and

       

      (C)           if
the transfer will be made pursuant to any other exemption from the registration
requirements of the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3) thereof, if
applicable.

       

      (2)           Restricted Definitive Notes to
Unrestricted Definitive Notes.  Any Restricted Definitive Note
may be exchanged by the Holder thereof for an Unrestricted Definitive Note or
transferred to a Person or Persons who take delivery thereof in the form of an
Unrestricted Definitive Note if:

       

      (A)           the
Registrar receives the following:

       

      (i)           if
the Holder of such Restricted Definitive Notes proposes to exchange such Notes
for an Unrestricted Definitive Note, a certificate from such Holder in the form
of Exhibit C hereto, including the certifications in item (1)(d) thereof;
or

       

      (ii)           if
the Holder of such Restricted Definitive Notes proposes to transfer such Notes
to a Person who shall take delivery thereof in the form of an Unrestricted
Definitive Note, a certificate from such Holder in the form of Exhibit B hereto,
including the certifications in item (4) thereof;

       


      
        
           


        

        
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      and, in
each such case set forth in this subparagraph (A), if the Registrar so requests,
an Opinion of Counsel in form reasonably acceptable to the Registrar to the
effect that such exchange or transfer is in compliance with the Securities Act
and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with the
Securities Act.

       

      (3)           Unrestricted Definitive Notes to
Unrestricted Definitive Notes.  A Holder of Unrestricted
Definitive Notes may transfer such Notes to a Person who takes delivery thereof
in the form of an Unrestricted Definitive Note.  Upon receipt of a
request to register such a transfer, the Registrar shall register the
Unrestricted Definitive Notes pursuant to the instructions from the Holder
thereof.

       

      (f)           Legends.  The
following legends will appear on the face of all Global Notes and Definitive
Notes issued under this Indenture unless specifically stated otherwise in the
applicable provisions of this Indenture.

       

      (1)           Private Placement
Legend.

       

      (A)           Except
as permitted by subparagraph (B) below, each Global Note and each Definitive
Note (and all Notes issued in exchange therefor or substitution thereof) shall
bear the legend in substantially the following form:

       

      “THE
NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO THE ISSUER OR ANY SUBSIDIARY
THEREOF, (2) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE
SECURITIES ACT, (3) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE
904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE), (5) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
(6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
(B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES AND OTHER JURISDICTIONS. THIS SECURITY MAY HAVE BEEN ISSUED WITH
ORIGINAL ISSUE DISCOUNT (“OID”) AS DEFINED IN SECTION 1273 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED. FOR INFORMATION REGARDING THE ISSUE DATE, THE
ISSUE PRICE, THE YIELD TO MATURITY AND THE AMOUNT OF OID, IF ANY, PER $1.00 OF
PRINCIPAL AMOUNT OF THIS SECURITY PLEASE CONTACT THE COMPANY AT CALPINE
CORPORATION, 717 TEXAS AVENUE, SUITE 1000, HOUSTON, TX 77002, ATTENTION: CHIEF
FINANCIAL OFFICER.”

       

      (2)           Global Note
Legend.  Each Global Note will bear a legend in substantially
the following form:

       

      “THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE

       


      
        
           


        

        
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      BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

       

      UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER
ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.”

       

      (3)           Original Issue Discount
Legend.  Each Note will bear a legend in substantially the
following form:

       

      “THIS
SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) AS DEFINED IN SECTION
1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.  FOR
INFORMATION REGARDING THE ISSUE DATE, THE ISSUE PRICE, THE YIELD TO MATURITY AND
THE AMOUNT OF OID PER $1.00 OF PRINCIPAL AMOUNT OF THIS SECURITY PLEASE CONTACT
THE COMPANY AT CALPINE CORPORATION, 717 TEXAS AVENUE, SUITE 1000, HOUSTON, TX
77002, ATTENTION: CHIEF FINANCIAL OFFICER.”

       

      (g)           Cancellation and/or Adjustment of
Global Notes.  At such time as all beneficial interests in a
particular Global Note have been exchanged for Definitive Notes or a particular
Global Note has been redeemed, repurchased or canceled in whole and not in part,
each such Global Note will be returned to or retained and canceled by the
Trustee in accordance with Section 2.11 hereof.  At any time prior to
such cancellation, if any beneficial interest in a Global Note is exchanged for
or transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note or for Definitive Notes, the
principal amount of Notes represented by such Global Note will be reduced
accordingly and an endorsement will be made on such Global Note by the Trustee
or by the Depositary at the direction of the Trustee to reflect such reduction;
and if the beneficial interest is being exchanged for or transferred to a Person
who will take delivery thereof in the form of a beneficial interest in another
Global Note, such other Global Note will be increased accordingly and an
endorsement will be made on such Global Note by the Trustee or by the Depositary
at the direction of the Trustee to reflect such increase.

       

      (h)           General Provisions Relating to
Transfers and Exchanges.

       


      
        
           


        

        
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      (1)           To
permit registrations of transfers and exchanges, the Company will execute and
the Trustee will authenticate Global Notes and Definitive Notes upon receipt of
an Authentication Order in accordance with Section 2.02 hereof or at the
Registrar’s request.

       

      (2)           No
service charge will be made to a Holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or similar governmental charge payable upon
exchange or transfer pursuant to Sections 2.10, 3.06, 4.11 and 9.04
hereof).

       

      (3)           The
Registrar will not be required to register the transfer of or exchange of any
Note selected for redemption in whole or in part, except the unredeemed portion
of any Note being redeemed in part.

       

      (4)           All
Global Notes and Definitive Notes issued upon any registration of transfer or
exchange of Global Notes or Definitive Notes will be the valid obligations of
the Company, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Global Notes or Definitive Notes surrendered upon such
registration of transfer or exchange.

       

      (5)           Neither
the Registrar nor the Company will be required:

       

      (A)           to
issue, to register the transfer of or to exchange any Notes during a period
beginning at the opening of business 15 days before the day of any selection of
Notes for redemption under Section 3.02 hereof and ending at the close of
business on the day of selection;

       

      (B)           to
register the transfer of or to exchange any Note selected for redemption in
whole or in part, except the unredeemed portion of any Note being redeemed in
part; or

       

      (C)           to
register the transfer of or to exchange a Note between a record date and the
next succeeding interest payment date.

       

      (6)           Prior
to due presentment for the registration of a transfer of any Note, the Trustee,
any Agent and the Company may deem and treat the Person in whose name any Note
is registered as the absolute owner of such Note for the purpose of receiving
payment of principal of and interest on such Notes and for all other purposes,
and none of the Trustee, any Agent or the Company shall be affected by notice to
the contrary.

       

      (7)           The
Trustee, upon receipt of an Authentication Order, will authenticate Global Notes
and Definitive Notes in accordance with the provisions of Section 2.02
hereof.

       

      (8)           All
certifications, certificates and Opinions of Counsel required to be submitted to
the Registrar pursuant to this Section 2.06 to effect a registration of transfer
or exchange may be submitted by facsimile.

       

      (9)           Each
Holder of a Note agrees to indemnify the Company against any liability that may
result from the transfer, exchange or assignment of such Holder’s Note in
violation of any provision of this Indenture and/or applicable United States
federal or state securities laws.

       


      
        
           


        

        
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      (10)           Neither
the Trustee nor any agent of the Trustee shall have any responsibility for any
actions taken or not taken by the Depositary.

       

      (11)           The
Trustee shall have no responsibility or obligation to any Participant or
Indirect Participant or any other Person with respect to the accuracy of the
books or records, or the acts or omissions, of the Depositary or its nominee or
of any participant or member thereof, with respect to any ownership interest in
the Notes or with respect to the delivery to any Participant or Indirect
Participant or other Person (other than the Depositary) of any notice (including
any notice of redemption) or the payment of any amount, under or with respect to
such Notes. All notices and communications to be given to the Holders and all
payments to be made to Holders under the Notes shall be given or made only to or
upon the order of the registered Holders (which shall be the Depositary or its
nominee in the case of a Global Note). The rights of beneficial owners in any
Global Note shall be exercised only through the Depositary subject to the
customary procedures of the Depositary. The Trustee may rely and shall be fully
protected in relying upon information furnished by the Depositary with respect
to its Participants or Indirect Participants.

       

      (12)           The
Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or
under applicable law with respect to any transfer of any interest in any Note
(including any transfers between or among Participants or Indirect Participants
in any Global Note) other than to require delivery of such certificates and
other documentation or evidence as are expressly required by, and to do so if
and when expressly required by, the terms of this Indenture, and to examine the
same to determine substantial compliance as to form with the express
requirements hereof.

       

      Section
2.07                      Replacement
Notes.

       

      If any
mutilated Note is surrendered to the Trustee or the Company and the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, the Company will issue and the Trustee, upon receipt of an Authentication
Order, will authenticate a replacement Note if the Trustee’s requirements are
met.  If required by the Trustee or the Company, an indemnity bond
must be supplied by the Holder that is sufficient in the judgment of the Trustee
and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced.  The Company may charge for its expenses in replacing a
Note.

       

      Every
replacement Note is an additional obligation of the Company and will be entitled
to all of the benefits of this Indenture equally and proportionately with all
other Notes duly issued hereunder.

       

      Section
2.08                      Outstanding
Notes.

       

      The Notes
outstanding at any time are all the Notes authenticated by the Trustee except
for those canceled by it, those delivered to it for cancellation, those
reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section 2.08
as not outstanding.  Except as set forth in Section 2.09 hereof, a
Note does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note; however, Notes held by the Company or a Subsidiary of
the Company shall not be deemed to be outstanding for purposes
of    Section 3.07(a) hereof.

       

      If a Note
is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless
the Trustee receives proof satisfactory to it that the replaced Note is held by
a protected purchaser.

       


      
        
           


        

        
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      If the
principal amount of any Note is considered paid under Section 4.01 hereof, it
ceases to be outstanding and interest on it ceases to accrue.

       

      If the
Paying Agent (other than the Company, a Subsidiary or an Affiliate of any
thereof) holds, on a redemption date or maturity date, money sufficient to pay
Notes payable on that date, then on and after that date such Notes will be
deemed to be no longer outstanding and will cease to accrue
interest.

       

      Section
2.09                      Treasury Notes.

       

      In
determining whether the Holders of the required principal amount of Notes have
concurred in any direction, waiver or consent, Notes owned by the Company or any
Guarantor, or by any Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any Guarantor,
will be considered as though not outstanding, except that for the purposes of
determining whether the Trustee will be protected in relying on any such
direction, waiver or consent, only Notes that the Trustee knows are so owned
will be so disregarded.

       

      Section
2.10                      Temporary Notes.

       

      Until
certificates representing Notes are ready for delivery, the Company may prepare
and the Trustee, upon receipt of an Authentication Order, will authenticate
temporary Notes.  Temporary Notes will be substantially in the form of
certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee.  Without unreasonable delay, the Company will prepare and the
Trustee will, upon receipt of an Authentication Order, authenticate definitive
Notes in exchange for temporary Notes.

       

      Holders
of temporary Notes will be entitled to all of the benefits of this
Indenture.

       

      Section
2.11                      Cancellation.

       

      The
Company at any time may deliver Notes to the Trustee for
cancellation.  The Registrar and Paying Agent will forward to the
Trustee any Notes surrendered to them for registration of transfer, exchange or
payment.  The Trustee and no one else will cancel all Notes
surrendered for registration of transfer, exchange, payment, replacement or
cancellation and will destroy canceled Notes (subject to the record retention
requirement of the Exchange Act).  Certification of the destruction of
all canceled Notes will be delivered to the Company.  The Company may
not issue new Notes to replace Notes that it has paid or that have been
delivered to the Trustee for cancellation.

       

      Section
2.12                      Defaulted
Interest.

       

      If the
Company defaults in a payment of interest on the Notes, it will pay the
defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof.  The Company will notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and
the date of the proposed payment.  The Company will fix or cause to be
fixed each such special record date and payment date; provided that no such special
record date may be less than 10 days prior to the related payment date for such
defaulted interest.  At least 15 days before the special record date,
the Company (or, upon the written request of the Company, the Trustee in the
name and at the expense of the Company) will mail or cause to be mailed to
Holders a notice that states the special record date, the related payment date
and the amount of such interest to be paid.

       


      
        
           


        

        
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      ARTICLE
3

      REDEMPTION
AND PREPAYMENT

       

      Section
3.01                      Notices to
Trustee.

       

      If the
Company elects to redeem Notes pursuant to the optional redemption provisions
of   Section 3.07 hereof, it must furnish to the Trustee, at
least 30 days but not more than 60 days before a redemption date, an Officers’
Certificate setting forth:

       

      (1)           the
clause of this Indenture pursuant to which the redemption shall
occur;

       

      (2)           the
redemption date;

       

      (3)           the
principal amount of Notes to be redeemed; and

       

      (4)           the
redemption price.

       

      Section
3.02                      Selection of Notes to Be Redeemed or
Purchased.

       

      If less
than all of the Notes are to be redeemed or purchased in an offer to purchase at
any time, the Trustee will select Notes for redemption or purchase on a pro rata basis to the extent
practicable or by lot or such other similar method in accordance with the
procedures of DTC unless otherwise required by law or applicable stock exchange
requirements.

       

       In
the event of partial redemption or purchase by lot, the particular Notes to be
redeemed or purchased will be selected, unless otherwise provided herein, not
less than 30 nor more than 60 days prior to the redemption or purchase date by
the Trustee from the outstanding Notes not previously called for redemption or
purchase.

       

      The
Trustee will promptly notify the Company in writing of the Notes selected for
redemption or purchase and, in the case of any Note selected for partial
redemption or purchase, the principal amount thereof to be redeemed or
purchased.  Notes and portions of Notes selected will be in amounts of
$2,000 or whole multiples of $1,000 in excess thereof; except that if all of the
Notes of a Holder are to be redeemed or purchased, the entire outstanding amount
of Notes held by such Holder, even if not a multiple of $1,000, shall be
redeemed or purchased.  Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption or
purchase also apply to portions of Notes called for redemption or
purchase.

       

      Section
3.03                      Notice of
Redemption.

       

      At least
30 days but not more than 60 days before a redemption date, the Company will
mail or cause to be mailed, by first class mail, a notice of redemption to each
Holder whose Notes are to be redeemed at its registered address, except that
redemption notices may be mailed more than 60 days prior to a redemption date if
the notice is issued in connection with a defeasance of the Notes or a
satisfaction and discharge of this Indenture pursuant to Articles 8 or 12
hereof.

       

      The
notice will identify the Notes to be redeemed and will state:

       

      (1)           the
redemption date;

       

      (2)           the
redemption price;

       


      
        
           


        

        
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      (3)           if
any Note is being redeemed in part, the portion of the principal amount of such
Note to be redeemed and that, after the redemption date upon surrender of such
Note, a new Note or Notes in principal amount equal to the unredeemed portion
will be issued upon cancellation of the original Note;

       

      (4)           the
name and address of the Paying Agent;

       

      (5)           that
Notes called for redemption must be surrendered to the Paying Agent to collect
the redemption price;

       

      (6)           that,
unless the Company defaults in making such redemption payment, interest on Notes
called for redemption ceases to accrue on and after the redemption
date;

       

      (7)           the
paragraph of the Notes and/or Section of this Indenture pursuant to which the
Notes called for redemption are being redeemed; and

       

      (8)           that
no representation is made as to the correctness or accuracy of the CUSIP number,
if any, listed in such notice or printed on the Notes.

       

      At the
Company’s request, the Trustee will give the notice of redemption in the
Company’s name and at its expense; provided, however, that the
Company has delivered to the Trustee, at least 45 days prior to the redemption
date, an Officers’ Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in the
preceding paragraph.

       

      Section
3.04                      Effect of Notice of
Redemption.

       

      Once
notice of redemption is mailed in accordance with Section 3.03 hereof, Notes
called for redemption become irrevocably due and payable on the redemption date
at the redemption price.  A notice of redemption may not be
conditional.

       

      Section
3.05                      Deposit of Redemption or Purchase
Price.

       

      One
Business Day prior to the redemption or purchase date, the Company will deposit
with the Trustee or with the Paying Agent money sufficient to pay the redemption
or purchase price of and accrued interest on all Notes to be redeemed or
purchased on that date.  The Trustee or the Paying Agent will promptly
return to the Company any money deposited with the Trustee or the Paying Agent
by the Company in excess of the amounts necessary to pay the redemption or
purchase price of, and accrued interest on, all Notes to be redeemed or
purchased.

       

      If the
Company complies with the provisions of the preceding paragraph, on and after
the redemption or purchase date, interest will cease to accrue on the Notes or
the portions of Notes called for redemption or purchase.  If a Note is
redeemed or purchased on or after an interest record date but on or prior to the
related interest payment date, then any accrued and unpaid interest shall be
paid to the Person in whose name such Note was registered at the close of
business on such record date.  If any Note called for redemption or
purchase is not so paid upon surrender for redemption or purchase because of the
failure of the Company to comply with the preceding paragraph, interest shall be
paid on the unpaid principal, from the redemption or purchase date until such
principal is paid, and to the extent lawful on any interest not paid on such
unpaid principal, in each case at the rate provided in the Notes and in Section
4.01 hereof.

       


      
        
           


        

        
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      Section
3.06                      Notes Redeemed or Purchased in
Part.

       

      Upon
surrender of a Note that is redeemed or purchased in part, the Company will
issue and, upon receipt of an Authentication Order, the Trustee will
authenticate for the Holder at the expense of the Company a new Note equal in
principal amount to the unredeemed or unpurchased portion of the Note
surrendered.

       

      Section
3.07                      Optional
Redemption.

       

      (a)           At
any time prior to October 15, 2012, the Company may on any one or more occasions
redeem up to 35% of the aggregate principal amount of Notes issued under this
Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption
price equal to 107.250% of the principal amount of the Notes redeemed, plus
accrued and unpaid interest, if any, to but excluding the date of redemption
(subject to the rights of Holders on the relevant record date to receive
interest on the relevant interest payment date), with the net cash proceeds of
one or more Equity Offerings by the Company; provided that:

       

      (1)           at
least 65% of the aggregate principal amount of Notes originally issued under
this Indenture (excluding Notes held by the Company and its Subsidiaries)
remains outstanding immediately after the occurrence of such redemption;
and

       

      (2)           the
redemption occurs within 90 days of the date of the closing of such Equity
Offering.

       

      (b)           At
any time prior to October 15, 2013, the Company may on any one or more occasions
redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’
notice, at a redemption price equal to 100% of the principal amount of the Notes
redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if
any, to but excluding the date of redemption, subject to the rights of Holders
on the relevant record date to receive interest due on the relevant interest
payment date.

       

      (c)           In
addition, at any time and from time to time prior to October 15, 2013, but not
more than once in any twelve-month period, the Company may redeem, in the
aggregate, up to 10% of the original aggregate principal amount of Notes issued
under this Indenture at a redemption price of 103% of the principal amount
thereof, plus accrued and unpaid interest, if any, to but excluding the
applicable redemption date, subject to the rights of Holders on the relevant
record date to receive interest due on the relevant interest payment
date.

       

      (d)           Except
pursuant to the preceding paragraphs (a), (b) and (c) of this Section 3.02, the
Notes will not be redeemable at the Company’s option prior to October 15,
2013.

       

      (e)           On
or after October 15, 2013, the Company may on any one or more occasions redeem
all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice,
at the redemption prices (expressed as percentages of principal amount) set
forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to
but excluding the applicable date of redemption, if redeemed during the
twelve-month period beginning on October 15 of the years indicated below,
subject to the rights of Holders on the relevant record date to receive interest
on the relevant interest payment date:

       

      
        	
                Year

              	
                Percentage

              
	
                2013                                                                                                  

              	
                103.625%

              
	
                2014                                                                                                  

              	
                101.812%

              
	
                2015
      and
      thereafter                                                                                                  

              	
                100.000%

              


      

      
        
          
          

        

        
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      Unless
the Company defaults in the payment of the redemption price, interest will cease
to accrue on the Notes or portions thereof called for redemption on the
applicable redemption date.

      


      (f)           Any
redemption pursuant to this Section 3.07 shall be made pursuant to the
provisions of Sections 3.01 through 3.06 hereof.

       

      Section
3.08                      Mandatory
Redemption.

       

      The
Company is not required to make mandatory redemption or sinking fund payments
with respect to the Notes.

       

      ARTICLE
4

      COVENANTS

       

      Section
4.01                      Payment of
Notes.

       

      The
Company will pay or cause to be paid the principal of, premium, if any, and
interest on, the Notes on the dates and in the manner provided in the
Notes.  Principal, premium, if any, and interest will be considered
paid on the date due if the Paying Agent, if other than the Company or a
Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money
deposited by the Company in immediately available funds and designated for and
sufficient to pay all principal, premium, if any, and interest then
due.

       

      The
Company will pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum
in excess of the then applicable interest rate on the Notes to the extent
lawful; it will pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest (without regard to
any applicable grace period) at the same rate to the extent lawful.

       

      Section
4.02                      Maintenance of Office or
Agency.

       

      The
Company will maintain an office or agency (which may be an office of the Trustee
or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served.  The Company will give prompt written notice to the Trustee of
the location, and any change in the location, of such office or
agency.  If at any time the Company fails to maintain any such
required office or agency or fails to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee.

       

      The
Company may also from time to time designate one or more other offices or
agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however, that no
such designation or rescission will in any manner relieve the Company of its
obligation to maintain an office or agency for such purposes.  The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

       

      The
Company hereby designates the Corporate Trust Office of the Trustee as one such
office or agency of the Company in accordance with Section 2.03
hereof.

       


      
        
           


        

        
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      Section
4.03                      Reports.

       

      Whether
or not required by the Commission’s rules and regulations, so long as any Notes
are outstanding, the Company will furnish to the Trustee, within 30 days after a
large accelerated filer would be required to file such reports with the
Commission under the Commission’s then existing rules and
regulations:

       

      (1)           annual
reports of the Company containing substantially all of the information that
would have been required to be contained in an Annual Report on Form 10-K under
the Exchange Act if the Company had been a reporting company under the Exchange
Act, including (A) “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” and (B) audited financial statements prepared in
accordance with GAAP as in effect from time to time;

       

      (2)           quarterly
reports of the Company containing substantially all of the information that
would have been required to be contained in a Quarterly Report on Form 10-Q
under the Exchange Act if the Company had been a reporting company under the
Exchange Act, including (A) “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and (B) unaudited quarterly financial
statements prepared in accordance with GAAP as in effect from time to time and
reviewed pursuant to Statement on Auditing Standards No. 100 (or any successor
provision); and

       

      (3)             current
reports containing substantially all of the information that would have been
required to be contained in a Current Report on Form 8-K under the Exchange Act
if the Company had been a reporting company under the Exchange Act; provided, however, that no such current
report will be required to be furnished if the Company determines in its good
faith judgment that such event is not material to the Holders or the business,
assets, operations, financial positions or prospects of the Company and its
Restricted Subsidiaries, taken as a whole.

       

      Notwithstanding
the foregoing, in no event will the Company be required by this Indenture to (A)
comply with Section 302 or Section 404 of the Sarbanes-Oxley Act of 2002, or
related Items 307 and 308 of Regulation S-K promulgated by the Commission,
or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures
contained therein) and Regulation G, (B) include the separate financial
information for Guarantors or other entities contemplated by Rule 3-10
and/or 3-16 of Regulation S-X promulgated by the Commission or (C) provide any
additional information in respect of Item 402 of Regulation S-K beyond
information of the type included in the Offering Circular.

       

      The
Company’s reporting obligations with respect to clauses (1) through (3) above
will be satisfied in the event it timely files such reports with the Commission
on EDGAR and such reports are publicly available.

       

      So long
as any Notes are outstanding, if at any time the Company is not filing with the
Commission the reports required by the preceding paragraphs of this Section
4.03, the Company will also maintain a website to which Holders, prospective
investors, broker-dealers and securities analysts are given access and to which
all of the reports and press releases required by this Section 4.03 are
posted.

       

      In
addition, if at any time the Company is not filing with the Commission the
reports required by this Section 4.03, the Company shall furnish to Holders,
prospective investors, broker-dealers and securities analysts, upon their
request, any information required to be delivered pursuant to
Rule 144A(d)(4) under the Securities Act so long as the Notes constitute
“restricted securities” under Rule 144.

       


      
        
           


        

        
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      Section
4.04                      Compliance
Certificate.

       

      (a)           The
Company shall deliver to the Trustee, within 90 days after the end of each
fiscal year, an Officers’ Certificate stating that a review of the activities of
the Company and its Subsidiaries during the preceding fiscal year has been made
under the supervision of the signing Officers with a view to determining whether
the Company has kept, observed, performed and fulfilled its obligations under
this Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge the Company has kept,
observed, performed and fulfilled each and every covenant contained in this
Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions of this Indenture (or, if a Default or Event of
Default has occurred, describing all such Defaults or Events of Default of which
he or she may have knowledge and what action the Company is taking or proposes
to take with respect thereto) and that to the best of his or her knowledge no
event has occurred and remains in existence by reason of which payments on
account of the principal of or interest, if any, on the Notes is prohibited or
if such event has occurred, a description of the event and what action the
Company is taking or proposes to take with respect thereto.

       

      (b)           So
long as any of the Notes are outstanding, the Company will deliver to the
Trustee, forthwith upon any Officer becoming aware of any Default or Event of
Default, an Officers’ Certificate specifying such Default or Event of Default
and what action the Company is taking or proposes to take with respect
thereto.

       

      Section
4.05                      Taxes.

       

      The
Company will pay, and will cause each of the Guarantors to pay, prior to
delinquency, all material taxes, assessments, and governmental levies except
such as are contested in good faith and by appropriate proceedings or where the
failure to effect such payment is not adverse in any material respect to the
Holders.

       

      Section
4.06                      Stay, Extension and Usury
Laws.

       

      The
Company and each of the Guarantors covenants (to the extent that it may lawfully
do so) that it will not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or
usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company and
each of the Guarantors (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law has been
enacted.

       

      Section
4.07                      Incurrence of
Indebtedness.

       

      (a)           The
Company will not, and will not permit any of the Guarantors to, directly or
indirectly, incur Indebtedness that will constitute First Lien Debt, unless the
CNTA Ratio (after giving pro forma effect to any such incurrence and the
application of the net proceeds thereof) is equal to or greater than 1.42 to
1.00.

       

      (b)           For
purposes of this Section 4.07, the aggregate amount of First Lien Debt
outstanding as of any date of determination will be calculated as the sum of,
without duplication:

       


      
        
           


        

        
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      (1)           the
aggregate outstanding principal amount of all Indebtedness (or, if such
Indebtedness is issued with original issue discount, the then accreted value
thereof) for borrowed money that constitutes First Lien Debt, plus

       

      (2)           the
aggregate face amount of any letters of credit or similar instruments issued but
not yet drawn that, when drawn, would constitute First Lien Debt, and the
aggregate amount of reimbursement obligations in respect of drawn letters of
credit or similar instruments that constitute First Lien Debt, plus

       

      (3)           the
aggregate amount of undrawn and unutilized commitments under which any First
Lien Debt could be drawn and/or utilized as of such date, plus

       

      (4)           the
aggregate outstanding principal amount of any First Lien Debt (or, if such
Indebtedness is issued with original issue discount, the then accreted value
thereof) outstanding consisting of notes, bonds, debentures, credit agreements
(including any Eligible Commodity Hedge Financing) or similar instruments or
agreements.

       

      (c)           Section
4.07(a) hereof will not apply to:

       

      (1)           any
Specified Cash Management and Swap Obligations, other Cash Management
Obligations that would constitute First Lien Debt and any First Lien Hedging
Obligations;

       

      (2)           (A)
Indebtedness under the Credit Agreement outstanding on the date of this
Indenture, plus (B) up to $2.0 billion in incremental term debt thereunder (or
debt securities issued in lieu thereof) incurred to repay or redeem secured
debt, secured lease obligations or preferred securities of any Project
Subsidiary pursuant to the provisions of Section 2.27(a) thereof as in effect on
the date of this Indenture (or as amended or waived, but solely with regard to
any amendment or waiver of (i) any most favored nation pricing required
thereunder, (ii) the Schedule Limit as set forth therein or (iii) the
requirement that the Company be in pro forma compliance with any financial
covenants thereunder);

       

      (3)           the
Notes;

       

      (4)           any
accretion of original issue discount or the payment of interest on any
Indebtedness in the form of Indebtedness with the same terms (it being
understood that each will be taken into account in determining the aggregate
amount of First Lien Debt outstanding as specified in Section 4.07(b)(1)
hereof);

       

      (5)           any
incurrence of Indebtedness that constitutes First Lien Debt (A) resulting from
the drawing of, or reimbursement obligations under, any letters of credit or
similar instruments or (B) resulting from borrowings under any undrawn and
unutilized commitments to lend such Indebtedness, in each case, that were (i) in
existence as of the date of this Indenture (including without limitation under
the Credit Agreement, as in effect on the date of this Indenture) or (ii)
included in any calculation of the amount of First Lien Debt outstanding
pursuant
to               Section
4.07(b) hereof in connection with an incurrence of First Lien Debt pursuant
to         Section 4.07(a) hereof;
and, in either case, any Permitted Replacement Commitments that replaced such
letters of credit, similar obligations and commitments;

       

      (6)           any
Permitted Refinancing Indebtedness incurred to renew, refund, refinance,
replace, defease or discharge any Indebtedness that was permitted to be incurred
pursuant to this Section 4.07; and

       


      
        
           


        

        
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      (7)           any
Eligible Commodity Hedge Financings, so long as the lenders thereunder (or their
representatives on their behalf) become a party to, or consent or agree to be
bound by the terms and conditions, of the Collateral Agency and Intercreditor
Agreement.

       

      (d)           Notwithstanding
the foregoing, the Company or any of the Guarantors may not incur (1) additional
Indebtedness (other than Specified Cash Management and Swap Obligations, other
Cash Management Obligations that would constitute First Lien Debt, any First
Lien Hedging Obligations and any extension, renewal or refinancing of the
Eligible Commodity Hedge Financings existing on the date of this Indenture)
pursuant to Section 4.07(a) hereof, (2) any Permitted Refinancing Indebtedness
with respect to Indebtedness incurred under clauses (2), (3), (4) or (5) of
Section 4.07(c) hereof or (3) any Permitted Refinancing Indebtedness with
respect to any of the foregoing, in each case that will constitute First Lien
Debt unless:

       

      (1)           The
Company and the Guarantors shall enter into, and deliver to the Collateral
Agent, in the sole discretion of the Collateral Agent, a mortgage modification
or new mortgage with regard to each Mortgaged Property, in proper form for
recording in all applicable jurisdictions, in a form reasonably satisfactory to
the Collateral Agent and, as applicable, consistent with the mortgage
modifications delivered in connection with the issuance of the
Notes;

       

      (2)           The
Company or the applicable Guarantor will cause to be delivered a local counsel
opinion with respect to each Mortgaged Property in form and substance, and
issued by law firms, in each case, reasonably satisfactory to the Collateral
Agent and, as applicable, consistent with the local counsel opinions delivered
in connection with the issuance of the Notes;

       

      (3)           The
Company or the applicable Guarantor will cause a title company approved by the
Collateral Agent to have delivered to the Collateral Agent an endorsement to
each title insurance policy then in effect for the benefit of the Secured
Parties, date down(s) or other evidence reasonably satisfactory to the
Collateral Agent (which may include a new title insurance policy) (each such
delivery, a “Title Datedown
Product”), in each case insuring that (i) the priority of the Lien of the
applicable mortgage(s) as security for the Notes has not changed, (ii) since the
date of the Title Datedown Product delivered most recently prior to (and not in
connection with) such additional Indebtedness, there has been no change in the
condition of title and (iii) there are no intervening liens or encumbrances
which may then or thereafter take priority over the Lien of the applicable
mortgage(s), in each case other than with respect to Permitted Liens;
and

       

      (4)           The
Company or the applicable Guarantor will, upon the request of the Collateral
Agent, deliver to the approved title company, the Collateral Agent and/or all
other relevant third parties all other items reasonably necessary to maintain
the continuing priority of the Lien of the mortgages as security for the
Notes.

       

      Section
4.08                      Limitation on Secured Commodity
Hedging.

       

      The
Company will not, and will not permit any of the Guarantors to, directly or
indirectly enter into any Commodity Hedge Agreement that will constitute First
Lien Debt, other than Eligible Commodity Hedge Agreements.

       


      
        
           


        

        
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      Section
4.09                      Liens.

       

      The
Company will not, and will not permit any of the Guarantors to, directly or
indirectly create, incur, assume or suffer to exist any Lien upon any asset now
owned or hereafter acquired, except Permitted Liens.

       

      Section
4.10                      Corporate
Existence.

       

      Subject
to Article 5 hereof, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect:

       

      (1)           its
corporate existence, and the corporate, partnership or other existence of each
of the Guarantors, in accordance with the respective organizational documents
(as the same may be amended from time to time) of the Company or any such
Guarantor; and

       

      (2)           the
rights (charter and statutory), licenses and franchises of the Company and the
Guarantors; provided,
however, that the Company shall not be required to preserve any such
right, license or franchise, or the corporate, partnership or other existence of
any of the Guarantors, if (a) the Company shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and
the Guarantors, taken as a whole, and that the loss thereof is not adverse in
any material respect to the Holders and (b) if a Guarantor is to be dissolved,
such Guarantor has no assets.

       

      Section
4.11                      Offer to Repurchase Upon Change of
Control Triggering Event.

       

      (a)           If
a Change of Control Triggering Event occurs, each Holder will have the right to
require the Company to make an offer (a “Change of Control Offer”) to
each Holder to repurchase all or any part (equal to $2,000 or an integral
multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price
in cash equal to 101% of the aggregate principal amount of Notes repurchased
plus accrued and unpaid interest, if any, on the Notes repurchased to but
excluding the date of purchase, subject to the rights of Holders on the relevant
record date to receive interest due on the relevant interest payment date (the
“Change of Control
Payment”).  Within 30 days following any Change of Control
Triggering Event, the Company will mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control Triggering
Event and stating:

       

      (1)           that
the Change of Control Offer is being made pursuant to this Section 4.11 and that
all Notes tendered will be accepted for payment;

       

      (2)           the
purchase price and the purchase date, which shall be no earlier than 30 days and
no later than 60 days from the date such notice is mailed (the “Change of Control Payment
Date”);

       

      (3)           that
any Note not tendered will continue to accrue interest;

       

      (4)           that,
unless the Company defaults in the payment of the Change of Control Payment, all
Notes accepted for payment pursuant to the Change of Control Offer will cease to
accrue interest after the Change of Control Payment Date;

       

      (5)           that
Holders electing to have any Notes purchased pursuant to a Change of Control
Offer will be required to surrender the Notes, with the form entitled “Option of
Holder to Elect Purchase” attached to the Notes completed, or transfer by
book-entry transfer, to the Paying

       


      
        
           


        

        
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      Agent at
the address specified in the notice prior to the close of business on the third
Business Day preceding the Change of Control Payment Date;

       

      (6)           that
Holders will be entitled to withdraw their election if the Paying Agent
receives, not later than the close of business on the second Business Day
preceding the Change of Control Payment Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of Notes delivered for purchase, and a statement that such Holder is
withdrawing his election to have the Notes purchased; and

       

      (7)           that
Holders whose Notes are being purchased only in part will be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered,
which unpurchased portion must be equal to $2,000 in principal amount or an
integral multiple of $1,000 in excess of $2,000.

       

      The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent those
laws and regulations are applicable in connection with the repurchase of the
Notes as a result of a Change of Control Triggering Event.  To the
extent that the provisions of any securities laws or regulations conflict with
this Section 4.11, the Company will comply with the applicable securities laws
and regulations and will not be deemed to have breached its obligations under
this Section 4.11 by virtue of such compliance.

       

      (b)           On
the Change of Control Payment Date, the Company will, to the extent
lawful:

       

      (1)           accept
for payment all Notes or portions of Notes properly tendered pursuant to the
Change of Control Offer;

       

      (2)           deposit
with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions of Notes properly tendered; and

       

      (3)           deliver
or cause to be delivered to the Trustee the Notes properly accepted together
with an Officers’ Certificate stating the aggregate principal amount of Notes or
portions of Notes being purchased by the Company.

       

      The
Paying Agent will promptly mail (but in any case not later than five days after
the Change of Control Payment Date) to each Holder of Notes properly tendered
the Change of Control Payment for such Notes, and the Trustee will promptly,
upon receipt of an Authentication Order, authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Note equal in principal amount
to any unpurchased portion of the Notes surrendered, if any; provided that each new Note
will be in a principal amount of $2,000 or an integral multiple of $1,000 in
excess thereof.  The Company will publicly announce the results of the
Change of Control Offer on or as soon as practicable after the Change of Control
Payment Date.

       

      (c)           Notwithstanding
anything to the contrary in this Section 4.11, the Company will not be required
to make a Change of Control Offer upon a Change of Control Triggering Event if
(1) a third party makes the Change of Control Offer in the manner, at the times
and otherwise in compliance with the requirements set forth in this Section 4.11
hereof and purchases all Notes properly tendered and not withdrawn under the
Change of Control Offer, or (2) notice of redemption has been given pursuant to
Section 3.07 hereof, unless and until there is a default in payment of the
applicable redemption price.  A Change in Control Offer may be made in
advance of a Change of Control Triggering Event, with the obligation to pay and
the timing of payment conditioned upon the consummation of the Change
of

       


      
        
           


        

        
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      Control,
if a definitive agreement to effect a Change of Control is in place at the time
of the Change of Control Offer.

       

      Section
4.12                      Limitation on Sale and Leaseback
Transactions.

       

      The
Company will not, and will not permit any of the Guarantors to, enter into any
sale and leaseback transaction; provided that the Company or
any Guarantor may enter into a sale and leaseback transaction if:

       

      (1)           the
Company or that Guarantor, as applicable, could have incurred a Lien (other than
a Lien created under the Security Documents) to secure Indebtedness pursuant
to         Section 4.09 hereof;
and

       

      (2)           the
gross cash proceeds of that sale and leaseback transaction are at least equal to
the Fair Market Value, as determined in good faith by the Board of Directors of
the Company and set forth in an Officers’ Certificate delivered to the Trustee,
of the property that is the subject of that sale and leaseback
transaction.

       

      Section
4.13                      Additional Note
Guarantees.

       

      If (1)
the Company acquires or creates another Subsidiary after the date of this
Indenture (that does not constitute an Excluded Subsidiary), (2) any Subsidiary
of the Company ceases to constitute an Excluded Subsidiary or (3) any Excluded
Subsidiary guarantees, or pledges any property or assets to secure, any First
Lien Debt, then such Subsidiary will become a Guarantor under the Guarantee and
Collateral Agreement and execute a supplemental indenture substantially in the
form of Exhibit E hereto and deliver an Opinion of Counsel within 60 days
thereof.

       

      Section
4.14                      Further Assurances;
Insurance

       

      (a)           The
Company and each of the Grantors will do or cause to be done all acts and things
that may be required, or that the Collateral Agent from time to time may
reasonably request, to assure and confirm that the Collateral Agent holds, for
the benefit of the Holders, duly created and enforceable and perfected Liens
upon the Collateral (including with respect to any property or assets that are
acquired or otherwise become Collateral after the Notes are issued), in each
case, as contemplated by, and with the Lien priority required under, this
Indenture and the Security Documents.

       

      (b)           Upon
the reasonable request of the Collateral Agent at any time and from time to
time, the Company and each of the Grantors will promptly execute, acknowledge
and deliver such security documents, instruments, certificates, notices and
other documents, and take such other actions the Collateral Agent may reasonably
request, to create, perfect, protect, assure or enforce the Liens and benefits
intended to be conferred, in each case as contemplated by this Indenture for the
benefit of the Holders and as otherwise consistent with the Security
Documents.

       

      (c)           The
Company and the Grantors will maintain insurance policies (or self-insurance) on
all its property in at least such amounts and against at least such risks as are
usually insured against by companies of a similar size engaged in the same or a
similar business and will name the Collateral Agent as an additional insured and
loss payee as its interests may appear, to the extent required by the Security
Documents.  Upon the request of the Collateral Agent, the Company and
the Grantors will furnish to the Collateral Agent full information as to their
property and liability insurance carriers.

       


      
        
           


        

        
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      Section
4.15                      After-Acquired
Collateral

       

      (a)           Unless
otherwise directed by an Act of Required Debtholders pursuant to the Guarantee
and Collateral Agreement, with respect to any property acquired after the date
of this Indenture by the Company or any Grantor (other than any property
described in clauses (b)-(d) of this Section 4.15) as to which the Collateral
Agent, for the benefit of the Secured Parties, does not have a perfected Lien,
the Company and each applicable Grantor shall promptly:

       

      (1)           
execute and deliver to the Collateral Agent such amendments to the Guarantee and
Collateral Agreement or such other documents as the Collateral Agent deems
necessary or advisable to grant to the Collateral Agent, for the benefit of the
Secured Parties, a security interest in such property; and

       

      (2)           take
all actions necessary or advisable to grant to the Collateral Agent, for the
benefit of the Secured Parties, a perfected first priority security interest in
such property, including the filing of Uniform Commercial Code financing
statements in such jurisdictions as may be required by the Guarantee and
Collateral Agreement or by law or as may be reasonably requested by the
Collateral Agent.

       

      (b)           With
respect to any fee interest in any real property having a value (together with
improvements thereof) of at least $5,000,000 acquired after the date of this
Indenture by the Company or any Guarantor (other than any such real property
subject to a Permitted Lien which precludes the granting of a Mortgage thereon),
within 60 days after the creation or acquisition thereof, unless otherwise
directed by an Act of Required Debtholders, the Company and each applicable
Guarantor shall:

       

      (1)           execute
and deliver a first priority Mortgage or where appropriate under the
circumstances, an amendment to an existing Mortgage, in each case in favor of
the Collateral Agent, for the benefit of the Secured Parties, covering such real
property,

       

      (2)           if
requested by the Collateral Agent, provide the Secured Parties with (A) either
(i) title insurance covering such real property in an amount at least equal to
the purchase price of such real property (or such other amount as shall be
reasonably specified by the Collateral Agent) in form and substance reasonably
satisfactory to the Collateral Agent, as well as a current ALTA survey thereof,
together with a surveyor’s certificate (only with respect to any power plant or
any other real property for which an ALTA survey was obtained when such property
was acquired) or (ii) where an amendment to an existing Mortgage has been
delivered pursuant to clause (1) instead of a Mortgage, an endorsement to the
existing title policy adding such property as an insured parcel, and (B) any
consents or estoppels reasonably deemed necessary or advisable by the Collateral
Agent in connection with such Mortgage or Mortgage amendment (to the extent
obtainable using commercially reasonable efforts), each of the foregoing in form
and substance reasonably satisfactory to the Collateral Agent; and

       

      (3)           if
requested by the Collateral Agent, deliver to the Collateral Agent legal
opinions relating to the matters described in clauses (1) and (2) above, which
opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Collateral Agent.

       

      (c)           With
respect to any new Subsidiary (other than an Excluded Subsidiary) created or
acquired after the date of this Indenture by the Company or any Guarantor
(which, for the purposes of this paragraph (c), shall include any existing
Subsidiary that ceases to be an Excluded Subsidiary), unless otherwise directed
by an Act of Required Debtholders, within 60 days of the creation or acquisition
thereof the Company and each applicable Guarantor shall:

       


      
        
           


        

        
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      (1)           execute
and deliver to the Collateral Agent such amendments to the Guarantee and
Collateral Agreement as the Collateral Agent deems necessary or advisable to
grant to the Collateral Agent, for the benefit of the Secured Parties, a
perfected first priority security interest in the Capital Stock of such new
Subsidiary that is owned by the Company or any Guarantor,

       

      (2)           deliver
to the Collateral Agent the certificates representing such Capital Stock,
together with undated stock powers, in blank, executed and delivered by a duly
authorized officer of the Company or the relevant Guarantor,

       

      (3)           cause
such new Subsidiary (A) to become a party to the Guarantee and Collateral
Agreement, (B) to take such actions necessary or advisable to grant to the
Collateral Agent for the benefit of the Secured Parties a perfected first
priority security interest in the Collateral described in the Guarantee and
Collateral Agreement with respect to such new Subsidiary, including the filing
of Uniform Commercial Code financing statements in such jurisdictions as may be
required by the Guarantee and Collateral Agreement or by law or as may be
requested by the Collateral Agent and (C) to deliver to the Collateral Agent a
customary closing certificate of such Subsidiary, in form and substance
reasonably satisfactory to the Collateral Agent, with appropriate insertions and
attachments, and

       

      (4)           if
requested by the Collateral Agent, deliver to the Collateral Agent legal
opinions relating to the matters described above, which opinions shall be in
form and substance, and from counsel, reasonably satisfactory to the Collateral
Agent.

       

      (d)           With
respect to any new Foreign Subsidiary (or Domestic Subsidiary of the type
described in clause (d) of the definition of Excluded Subsidiary) created or
acquired after the date of this Indenture by the Company or any Guarantor,
unless otherwise directed by an Act or Required Debtholders, the Company and
each applicable Guarantor shall promptly:

       

      (1)           execute
and deliver to the Collateral Agent such amendments to the Guarantee and
Collateral Agreement as the Collateral Agent deems necessary or advisable to
grant to the Collateral Agent, for the benefit of the Secured Parties, a
perfected first priority security interest in the Capital Stock of such new
Subsidiary that is owned by the Company or such Guarantor (provided that in no event
shall more than 65% of the total outstanding voting Capital Stock of any such
new Subsidiary be required to be so pledged),

       

      (2)           if
commercially reasonable, deliver to the Collateral Agent the certificates
representing such Capital Stock, together with undated stock powers, in blank,
executed and delivered by a duly authorized officer of the Company or the
relevant Guarantor, and take such other action as may be necessary or, in the
opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s
security interest therein, and

       

      (3)           if
requested by the Collateral Agent, deliver to the Collateral Agent legal
opinions relating to the matters described above, which opinions shall be in
form and substance, and from counsel, reasonably satisfactory to the Collateral
Agent.

       


      
        
           


        

        
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      ARTICLE
5

      SUCCESSORS

       

      Section
5.01                      Merger, Consolidation, or Sale of
Assets.

       

      (a)           The
Company may not, directly or indirectly:  (1) consolidate or merge
with or into another Person (whether or not the Company is the surviving
corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of the Company and its
Restricted Subsidiaries taken as a whole, in one or more related transactions,
to another Person; unless:

       

      (1)           either:

       

      (A)           the
Company is the surviving corporation; or

       

      (B)           the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, conveyance or other
disposition has been made is a corporation, partnership or limited liability
company organized or existing under the laws of the United States, any state of
the United States or the District of Columbia; provided that if the Person
is a partnership or limited liability company, then a corporation wholly-owned
by such Person organized or existing under the laws of the United States, any
state of the United States or the District of Columbia that does not and will
not have any material assets or operations shall become a co-issuer of the Notes
pursuant to supplemental indentures duly executed by the Trustee;

       

      (2)           the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or the Person to which such sale, assignment, transfer, conveyance
or other disposition has been made assumes all the obligations of the Company
under the Notes, this Indenture and the Security Documents pursuant to
supplemental indentures or other documents and agreements reasonably
satisfactory to the Trustee; and

       

      (3)           
immediately after such transaction, no Default or Event of Default
exists.

       

      (b)           
In addition, the Company will not, directly or indirectly, lease all or
substantially all of its properties or assets of the Company and its Restricted
Subsidiaries, taken as a whole, in one or more related transactions, to any
other Person.

       

      This
Section 5.01 will not apply to:

       

      (1)           a
merger of the Company with an Affiliate solely for the purpose of
reincorporating the Company in another jurisdiction; or

       

      (2)           any
consolidation or merger of (a) the Company into a Guarantor, (b) a Guarantor
into the Company or another Guarantor or (c) a Restricted Subsidiary of the
Company into the Company or another Restricted Subsidiary of the Company;
or

       

      (3)           any
sale, assignment, transfer, conveyance, lease or other disposition of assets (a)
by the Company to a Guarantor, (b) a Guarantor to the Company or another
Guarantor or (c) a Restricted Subsidiary of the Company to the Company or
another Restricted Subsidiary of the Company.

       


      
        
           


        

        
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      Section
5.02                      Successor Corporation
Substituted.

       

      Upon any
consolidation or merger, or any sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all of the properties or assets of the
Company in a transaction that is subject to, and that complies with the
provisions of, Section 5.01 hereof, the successor Person formed by such
consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, assignment, transfer, lease, conveyance or other
disposition, the provisions of this Indenture referring to the “Company” shall
refer instead to the successor Person and not to the Company), and may exercise
every right and power of the Company under this Indenture with the same effect
as if such successor Person had been named as the Company herein; provided, however, that the
predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale of all of
the Company’s assets in a transaction that is subject to, and that complies with
the provisions of, Section 5.01 hereof.

       

      ARTICLE
6

      DEFAULTS
AND REMEDIES

       

      Section
6.01                      Events of
Default.

       

      Each of
the following is an “Event of
Default”:

       

      (1)           default
for 30 days in the payment when due of interest on the Notes;

       

      (2)           default
in payment when due (at maturity, upon redemption or otherwise) of the principal
of, or premium, if any, on, the Notes;

       

      (3)           failure
by the Company to comply with the provisions of Sections 4.11 or 5.01
hereof;

       

      (4)           failure
by the Company or any Guarantor for 60 days after notice from the Trustee or the
Holders of at least 25% in aggregate principal amount of the outstanding Notes
to comply with any of the other agreements in this Indenture or the security
documents required by this Indenture;

       

      (5)           (i)
default under any other mortgage, indenture, agreement or instrument under which
there may be issued or by which there may be secured or evidenced any
Indebtedness of the Company or any Guarantor (or the payment of which is
guaranteed by the Company or any Guarantor), whether such Indebtedness or
Guarantee now exists, or is created after the date of this Indenture, if that
default:

       

      (A)           is
caused by a failure to pay principal of such Indebtedness at its stated final
maturity (after giving effect to any applicable grace period provided in such
Indebtedness) (a “Payment
Default”); or

       

      (B)           results
in the acceleration of such Indebtedness prior to its express
maturity,

       

      and the
principal amount of any such Indebtedness, together with the principal amount of
any other such Indebtedness under which there has been a Payment Default or the
maturity of which has been so accelerated, aggregates $100,000,000 or more;
provided

       


      
        
           


        

        
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      that this
clause (5)(i) shall not apply to Indebtedness that becomes due solely as a
result of the voluntary sale or transfer of property or assets to the extent
such sale or transfer is permitted by the terms of such Indebtedness; or (ii)
the Company and any Guarantor shall, with respect to Limited Recourse Debt in an
aggregate principal amount in excess of $300,000,000, default in the observance
or performance of any agreement or condition relating to any such Limited
Recourse Debt or contained in any instrument or agreement evidencing, securing
or relating thereto, and such Limited Recourse Debt shall as a result thereof
become due prior to its final stated maturity;

       

      (6)           any
of the Security Documents shall cease, for any reason, to be in full force and
effect (other than in accordance with its terms) with respect to Collateral with
a book value greater than $50,000,000, or the Company or any Guarantor shall so
assert, or any Lien (affecting Collateral with a book value greater than
$50,000,000) created by any of the Security Documents shall cease to be
enforceable and of the same effect and priority purported to be created thereby
(other than, in each case, pursuant to a failure of the Trustee, the Collateral
Agent, any other agent appointed by the Trustee, the Collateral Agent or the
Holders to take any action within the sole control of such Person) (it being
understood that the release of Collateral from the Security Documents or the
discharge of a Guarantor therefrom shall not be construed (x) as any of the
Security Documents ceasing to be in full force and effect or (y) as any of the
Liens created thereunder ceasing to be enforceable or of the same priority and
effect purported to be created thereby);

       

      (7)           except
as permitted by this Indenture or the Guarantee and Collateral Agreement, any
Note Guarantee of a Significant Subsidiary ceases, for any reason, to be in full
force and effect (other than in accordance with its terms), or any Significant
Subsidiary that is a Guarantor denies or disaffirms in writing its obligations
under its Note Guarantee;

       

      (8)           the
Lien subordination provisions in favor of the Holders or any other provision of
the Collateral Agency and Intercreditor Agreement shall cease for any reason to
be valid (other than by its express terms) and, in the case of any provision of
the Collateral Agency and Intercreditor Agreement other than the Lien
subordination provisions in favor of the Holders, the result thereof is that the
interests of the Holders are materially and adversely affected, or the Company
or any Guarantor shall assert in writing that the Lien subordination provisions
in favor of the Holders or any such other provision of the Collateral Agency and
Intercreditor Agreement shall not for any reason be valid (other than by its
express terms);

       

      (9)           the
Company or any Guarantor that is a Significant Subsidiary or any group of
Guarantors that, taken together, would constitute a Significant Subsidiary,
pursuant to or within the meaning of Bankruptcy Law:

       

      (A)           commences
a voluntary case,

       

      (B)           consents
to the entry of an order for relief against it in an involuntary
case,

       

      (C)           consents
to the appointment of a custodian of it or for all or substantially all of its
property,

       

      (D)           makes
a general assignment for the benefit of its creditors, or

       

      (E)           generally
is not paying its debts as they become due; or

       


      
        
           


        

        
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      (10)           a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:

       

      (A)           is
for relief against the Company or any Guarantor that is a Significant Subsidiary
or any group of Guarantors that, taken together, would constitute a Significant
Subsidiary, in an involuntary case;

       

      (B)           appoints
a custodian of the Company or any Guarantor that is a Significant Subsidiary or
any group of Guarantors of the Company that, taken together, would constitute a
Significant Subsidiary, or for all or substantially all of the property of the
Company or any Guarantor that is a Significant Subsidiary or any group of
Guarantors that, taken together, would constitute a Significant Subsidiary;
or

       

      (C)           orders
the liquidation of the Company or any Guarantor that is a Significant Subsidiary
or any group of Guarantors that, taken together, would constitute a Significant
Subsidiary;

       

      and the order or decree remains
unstayed and in effect for 60 consecutive days.

       

      Section
6.02                      Acceleration.

       

      In the
case of an Event of Default specified in clause (9) or (10) of Section 6.01
hereof, with respect to the Company, all outstanding Notes will become due and
payable immediately without further action or notice.  If any other
Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in aggregate principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately.  Upon any
such declaration, the Notes shall become due and payable
immediately.  The Holders of a majority in aggregate principal amount
of the then outstanding Notes by written notice to the Trustee may, on behalf of
all of the Holders, rescind an acceleration and its consequences, if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default (except nonpayment of principal, interest or premium that has
become due solely because of the acceleration) have been cured or
waived.

       

      Section
6.03                      Other Remedies.

       

      If an
Event of Default occurs and is continuing, the Trustee may pursue any available
remedy to collect the payment of principal, premium, if any, and interest on the
Notes or to enforce the performance of any provision of the Notes or this
Indenture.

       

      The
Trustee may maintain a proceeding even if it does not possess any of the Notes
or does not produce any of them in the proceeding.  A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default.  All remedies are
cumulative to the extent permitted by law.

       

      Section
6.04                      Waiver of Past
Defaults.

       

      Holders
of not less than a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may on behalf of the Holders
of all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium, if any, or interest on, the Notes
(including in connection with an offer to purchase); provided, however, that the
Holders of a majority in aggregate principal amount of

       


      
        
           


        

        
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      the then
outstanding Notes may rescind an acceleration and its consequences, including
any related payment default that resulted from such
acceleration.  Upon any such waiver, such Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
cured for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other Default or impair any right consequent
thereon.

       

      Section
6.05                      Control by
Majority.

       

      Holders
of a majority in aggregate principal amount of the then outstanding Notes may
direct the time, method and place of conducting any proceeding for exercising
any remedy available to the Trustee or exercising any trust or power conferred
on it.  However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders or that may involve the Trustee in
personal liability.

       

      Section
6.06                      Limitation on
Suits.

       

      Except to
enforce the right to receive payment of principal, premium (if any) or interest
when due, no Holder may pursue any remedy with respect to this Indenture or the
Notes unless:

       

      (1)           such
Holder has previously given the Trustee written notice that an Event of Default
is continuing;

       

      (2)           Holders
of at least 25% in aggregate principal amount of the then outstanding Notes have
requested the Trustee to pursue the remedy;

       

      (3)           such
Holders have offered the Trustee security or indemnity satisfactory to the
Trustee against any loss, liability or expense;

       

      (4)           the
Trustee has not complied with such request within 60 days after the receipt
thereof and the offer of security or indemnity; and

       

      (5)           Holders of
a majority in aggregate principal amount of the outstanding Notes have not given
the Trustee a direction inconsistent with such request within such 60-day
period.

       

      Section
6.07                      Rights of Holders to Receive
Payment.

       

      Notwithstanding
any other provision of this Indenture, the right of any Holder to receive
payment of principal, premium, if any, and interest on the Note, on or after the
respective due dates expressed in the Note (including in connection with an
offer to purchase), or to bring suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without the
consent of such Holder; provided that a Holder shall
not have the right to institute any such suit for the enforcement of payment if
and to the extent that the institution or prosecution thereof or the entry of
judgment therein would, under applicable law, result in the surrender,
impairment, waiver or loss of the Lien of this Indenture upon any property
subject to such Lien.

       

      Section
6.08                      Collection Suit by
Trustee.

       

      If an
Event of Default specified in Section 6.01(1) or (2) hereof occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of
principal of, premium, if any, and interest remaining unpaid on, the Notes and
interest on overdue principal and, to the extent lawful, interest and such
further amount as shall

       


      
        
           


        

        
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      be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

       

      Section
6.09                      Trustee May File Proofs of
Claim.

       

      The
Trustee is authorized to file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Holders allowed in
any judicial proceedings relative to the Company (or any other obligor upon the
Notes), its creditors or its property and shall be entitled and empowered to
collect, receive and distribute any money or other property payable or
deliverable on any such claims and any custodian in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee, and in
the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.06
hereof.  To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.06 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise.  Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

       

      Section
6.10                      Priorities.

       

      If the
Trustee collects any money pursuant to this Article 6, it shall pay out the
money in the following order:

       

      First:               to
the Trustee, its agents and attorneys for amounts due under Section 7.06 hereof,
including payment of all compensation, expenses and liabilities incurred, and
all advances made, by the Trustee and the costs and expenses of
collection;

       

      Second:               to
Holders for amounts due and unpaid on the Notes for principal, premium, if any,
and interest, ratably, without preference or priority of any kind, according to
the amounts due and payable on the Notes for principal, premium, if any and
interest, respectively; and

       

      Third:               to
the Company or to such party as a court of competent jurisdiction shall
direct.

       

      The
Trustee may fix a record date and payment date for any payment to Holders
pursuant to this Section 6.10.

       

      Section
6.11                      Undertaking for
Costs.

       

      In any
suit for the enforcement of any right or remedy under this Indenture or in any
suit against the Trustee for any action taken or omitted by it as a Trustee, a
court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in the suit, having due regard to the merits and good faith of
the claims or defenses made by the party

       


      
        
           


        

        
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      litigant.  This
Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
aggregate principal amount of the then outstanding Notes.

       

      ARTICLE
7

      TRUSTEE

       

      Section
7.01                      Duties of
Trustee.

       

      (a)           If
an Event of Default has occurred and is continuing, the Trustee will exercise
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in its exercise, as a prudent person would exercise or
use under the circumstances in the conduct of such person’s own
affairs.

       

      (b)           Except
during the continuance of an Event of Default:

       

      (1)           the
duties of the Trustee will be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are
specifically set forth in this Indenture and no others, and no implied covenants
or obligations shall be read into this Indenture against the Trustee;
and

       

      (2)           in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture.  However, the Trustee will
examine the certificates and opinions to determine whether or not they conform
to the requirements of this Indenture (but need not confirm or investigate the
accuracy of calculations or other facts stated therein).

       

      (c)           The
Trustee may not be relieved from liabilities for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except
that:

       

      (1)           this
paragraph does not limit the effect of paragraph (b) of this Section
7.01;

       

      (2)           the
Trustee will not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved in a court of competent jurisdiction
that the Trustee was negligent in ascertaining the pertinent facts;
and

       

      (3)           the
Trustee will not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to Section
6.05 hereof.

       

      (d)           Whether
or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of
this Section 7.01.

       

      (e)           No
provision of this Indenture will require the Trustee to expend or risk its own
funds or incur any liability.  The Trustee will be under no obligation
to exercise any of its rights and powers under this Indenture at the request of
any Holders, unless such Holder has offered to the Trustee security and
indemnity satisfactory to it against any loss, liability or
expense.

       

      (f)           The
Trustee will not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Company.  Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

       


      
        
           


        

        
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      Section
7.02                      Rights of
Trustee.

       

      (a)           The
Trustee may conclusively rely upon any document believed by it to be genuine and
to have been signed or presented by the proper Person.  The Trustee
need not investigate any fact or matter stated in the document.

       

      (b)           Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel or both.  The Trustee will not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers’ Certificate or Opinion of Counsel.  The Trustee may
consult with counsel and the written advice of such counsel or any Opinion of
Counsel will be full and complete authorization and protection from liability in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon.

       

      (c)           The
Trustee may act through its attorneys and agents and will not be responsible for
the misconduct or negligence of any agent appointed with due care.

       

      (d)           The
Trustee will not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within the rights or powers conferred
upon it by this Indenture.

       

      (e)           Unless
otherwise specifically provided in this Indenture, any demand, request,
direction or notice from the Company will be sufficient if signed by an Officer
of the Company.

       

      (f)           The
Trustee will be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders
unless such Holders have offered to the Trustee indemnity or security
satisfactory to it against the losses, liabilities and expenses that might be
incurred by it in compliance with such request or direction.

       

      (g)           In
no event shall the Trustee be required to take notice of any default or breach
hereof or any Event of Default hereunder, except for Events of Default specified
in Section 6.01(1) and/or 6.01(2) hereof, unless and until the Trustee shall
have received from a Holder or from the Company express written notice of the
circumstances constituting the breach, default or Event of Default and stating
that said circumstances constitute an Event of Default.

       

      (h)           In
no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of
action.

       

      (i)           The
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by, the Trustee in each of its capacities hereunder
(including, without limitation, as Custodian, Registrar and Paying Agent), and
each agent, custodian and other Person employed to act hereunder.

       

      (j)           The
Trustee may request that the Company deliver a certificate setting forth the
names of individuals and/or titles of officers authorized at such time to take
specified actions pursuant to this Indenture.

       

      (k)           The
Trustee shall have no duty to inquire as to the performance of the Company with
respect to the covenants contained in Article 4.

       


      
        
           


        

        
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      (l)           Any
permissive right or authority granted to the Trustee shall not be construed as a
mandatory duty.

       

      (m)           Each
of the Company and Guarantors shall provide prompt written notice to the Trustee
of any change to its respective fiscal year.

       

      Section
7.03                      Individual Rights of
Trustee.

       

      The
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Company or any Affiliate of the Company
with the same rights it would have if it were not Trustee.  However,
in the event that the Trustee acquires any conflicting interest it must
eliminate such conflict within 90 days, apply to the Commission for permission
to continue as trustee or resign.  Any Agent may do the same with like
rights and duties.  The Trustee is also subject to Section 7.09
hereof.

       

      Section
7.04                      Trustee’s
Disclaimer.

       

      The
Trustee will not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Notes, it shall not be accountable
for the Company’s use of the proceeds from the Notes or any money paid to the
Company or upon the Company’s direction under any provision of this Indenture,
it will not be responsible for the use or application of any money received by
any Paying Agent other than the Trustee, and it will not be responsible for any
statement or recital herein or any statement in the Notes or any other document
in connection with the sale of the Notes or pursuant to this Indenture other
than its certificate of authentication.

       

      Section
7.05                      Notice of
Defaults.

       

      If a
Default or Event of Default occurs and is continuing and if it is known to the
Trustee, the Trustee will mail to Holders a notice of the Default or Event of
Default within 90 days after it occurs.  Except in the case of a
Default or Event of Default in payment of principal of, premium, if any, or
interest on, any Note, the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders.

       

      Section
7.06                      Compensation and
Indemnity.

       

      (a)           The
Company will pay to the Trustee from time to time reasonable compensation for
its acceptance of this Indenture and services hereunder.  The
Trustee’s compensation will not be limited by any law on compensation of a
trustee of an express trust.  The Company will reimburse the Trustee
promptly upon request for all reasonable disbursements, advances and expenses
incurred or made by it in addition to the compensation for its
services.  Such expenses will include the reasonable compensation,
disbursements and expenses of the Trustee’s agents and counsel.

       

      (b)           The
Company and the Guarantors, jointly and severally, will indemnify the Trustee
against any and all losses, liabilities or expenses incurred by it arising out
of or in connection with the acceptance or administration of its duties under
this Indenture, including the costs and expenses of enforcing this Indenture
against the Company and the Guarantors (including this Section 7.06) and
defending itself against any claim (whether asserted by the Company, the
Guarantors, any Holder or any other Person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder, except to the
extent any such loss, liability or expense may be attributable to its negligence
or bad faith as determined by a court of competent jurisdiction in a final
non-appealable decision.  The Trustee will notify the Company promptly
of any claim for which it may seek indemnity.  Failure by
the

       


      
        
           


        

        
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      Trustee
to so notify the Company will not relieve the Company or any of the Guarantors
of their obligations hereunder.  The Company or such Guarantor will
defend the claim and the Trustee will cooperate in the defense.  The
Trustee may have separate counsel and the Company will pay the reasonable fees
and expenses of such counsel.  Neither the Company nor any Guarantor
need pay for any settlement made without its consent, which consent will not be
unreasonably withheld.

       

      (c)           The
obligations of the Company and the Guarantors under this Section 7.06 will
survive the satisfaction and discharge of this Indenture or the earlier
resignation or removal of the Trustee.

       

      (d)           To
secure the Company’s and the Guarantors’ payment obligations in this Section
7.06, the Trustee will have a Lien prior to the Notes on all money or property
held or collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes.  Such Lien will survive the satisfaction
and discharge of this Indenture.

       

      (e)           When
the Trustee incurs expenses or renders services after an Event of Default
specified in Section 6.01(9) or (10) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

       

      Section
7.07                      Replacement of
Trustee.

       

      (a)           A
resignation or removal of the Trustee and appointment of a successor Trustee
will become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section 7.07.

       

      (b)           The
Trustee may resign in writing at any time and be discharged from the trust
hereby created by so notifying the Company.  The Holders of a majority
in aggregate principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company in writing.  The
Company may remove the Trustee if:

       

      (1)           the
Trustee fails to comply with Section 7.09 hereof;

       

      (2)           the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered
with respect to the Trustee under any Bankruptcy Law;

       

      (3)           a
custodian or public officer takes charge of the Trustee or its property;
or

       

      (4)           the
Trustee becomes incapable of acting.

       

      (c)           If
the Trustee resigns or is removed or if a vacancy exists in the office of
Trustee for any reason, the Company will promptly appoint a successor
Trustee.  Within one year after the successor Trustee takes office,
the Holders of a majority in aggregate principal amount of the then outstanding
Notes may appoint a successor Trustee to replace the successor Trustee appointed
by the Company.

       

      (d)           If
a successor Trustee does not take office within 60 days after the retiring
Trustee resigns or is removed, the retiring Trustee (at the Company’s expense),
the Company, or the Holders of at least 10% in aggregate principal amount of the
then outstanding Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

       


      
        
           


        

        
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      (e)           If
the Trustee, after written request by any Holder who has been a Holder for at
least six months, fails to comply with Section 7.09 hereof, such Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

       

      (f)           A
successor Trustee will deliver a written acceptance of its appointment to the
retiring Trustee and to the Company.  Thereupon, the resignation or
removal of the retiring Trustee will become effective, and the successor Trustee
will have all the rights, powers and duties of the Trustee under this
Indenture.  The successor Trustee will mail a notice of its succession
to Holders.  The retiring Trustee will promptly transfer all property
held by it as Trustee to the successor Trustee; provided all sums owing to
the Trustee hereunder have been paid and subject to the Lien provided for in
Section 7.06 hereof.  Notwithstanding replacement of the Trustee
pursuant to this Section 7.07, the Company’s obligations under Section 7.06
hereof will continue for the benefit of the retiring Trustee.

       

      Section
7.08                      Successor Trustee by Merger,
etc.

       

      If the
Trustee consolidates, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation, the successor
corporation without any further act will be the successor Trustee.

       

      Section
7.09                      Eligibility;
Disqualification.

       

      There
will at all times be a Trustee hereunder that is a corporation organized and
doing business under the laws of the United States of America or of any state
thereof that is authorized under such laws to exercise corporate trustee power,
that is subject to supervision or examination by federal or state authorities
and that has a combined capital and surplus of at least $100.0 million as set
forth in its most recent published annual report of condition.

       

      ARTICLE
8

      LEGAL
DEFEASANCE AND COVENANT DEFEASANCE

       

      Section
8.01                      Option to Effect Legal Defeasance or
Covenant Defeasance.

       

      The
Company may at any time, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers’ Certificate, elect to have either Section
8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the
conditions set forth below in this Article 8.

       

      Section
8.02                      Legal Defeasance and
Discharge.

       

      (a)           Upon
the Company’s exercise under Section 8.01 hereof of the option applicable to
this Section 8.02, the Company and each of the Guarantors will, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to
have been discharged from their obligations with respect to all outstanding
Notes (including the Note Guarantees) on the date the conditions set forth below
are satisfied (hereinafter, “Legal
Defeasance”).  For this purpose, Legal Defeasance means that
the Company and the Guarantors will be deemed to have paid and discharged the
entire Indebtedness represented by the outstanding Notes (including the Note
Guarantees), which will thereafter be deemed to be “outstanding” only for the
purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in clauses (1) and (2) below, and to have satisfied all their other
obligations under such Notes, the Note Guarantees and this Indenture (and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following provisions which
will survive until otherwise terminated or discharged hereunder:

       


      
        
           


        

        
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      (1)           the
rights of Holders of outstanding Notes to receive payments in respect of the
principal of, or interest or premium, if any, on, such Notes when such payments
are due from the trust referred to in Section 8.04 hereof;

       

      (2)           the
Company’s obligations with respect to such Notes under Article 2 and Section
4.02 hereof;

       

      (3)           the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company’s and the Guarantors’ obligations in connection therewith;
and

       

      (4)           this
Article 8.

       

      Subject
to compliance with this Article 8, the Company may exercise its option under
this Section 8.02 notwithstanding the prior exercise of its option under Section
8.03 hereof.

       

      (b)           Upon
Legal Defeasance or Covenant Defeasance in accordance with this Article 8, the
Trustee will advise the Collateral Agent that the Notes cease to constitute
First Lien Debt under the Collateral Agency and Intercreditor
Agreement.

       

      (c)           The
Liens securing the Notes will be released as provided under Section 10.03 hereof
upon Legal Defeasance or Covenant Defeasance in accordance with this Article
8.

       

      Section
8.03                      Covenant
Defeasance.

       

      Upon the
Company’s exercise under Section 8.01 hereof of the option applicable to
this     Section 8.03, the Company and each of the
Guarantors will, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, be released from each of their obligations under the
covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.11, 4.12,
4.13, 4.14 and 4.15 hereof with respect to the outstanding Notes on and after
the date the conditions set forth in Section 8.04 hereof are satisfied
(hereinafter, “Covenant
Defeasance”), and the Notes will thereafter be deemed not “outstanding”
for the purposes of any direction, waiver, consent or declaration or act of
Holders (and the consequences of any thereof) in connection with such covenants,
but will continue to be deemed “outstanding” for all other purposes hereunder
(it being understood that such Notes will not be deemed outstanding for
accounting purposes).  For this purpose, Covenant Defeasance means
that, with respect to the outstanding Notes and Note Guarantees, the Company and
the Guarantors may omit to comply with and will have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply will not
constitute a Default or an Event of Default under Section 6.01 hereof, but,
except as specified above, the remainder of this Indenture and such Notes and
Note Guarantees will be unaffected thereby.  In addition, upon the
Company’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.03, subject to the satisfaction of the conditions set forth in Section
8.04 hereof, Sections 6.01(3) through 6.01(8) hereof will not constitute Events
of Default.

       

      Section
8.04                      Conditions to Legal or Covenant
Defeasance.

       

      In order
to exercise either Legal Defeasance or Covenant Defeasance under either Section
8.02 or 8.03 hereof:

       

      (1)           the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders, cash in U.S. dollars, non-callable Government Securities, or a
combination

       


      
        
           


        

        
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      thereof,
in amounts as will be sufficient, in the opinion of a nationally recognized
investment bank, appraisal firm or firm of independent public accountants, to
pay the principal of, interest and premium, if any, on, the then outstanding
Notes on the final stated maturity thereof or on the applicable redemption date,
as the case may be, and the Company must specify whether such Notes are being
defeased to maturity or to a particular redemption date;

       

      (2)           in
the case of an election under Section 8.02 hereof, the Company must deliver to
the Trustee an Opinion of Counsel confirming that:

       

      (A)           the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling; or

       

      (B)           since
the date of this Indenture, there has been a change in the applicable federal
income tax law,

       

      in either
case to the effect that, and based thereon such Opinion of Counsel shall confirm
that, the Holders of the outstanding Notes will not recognize income, gain or
loss for federal income tax purposes as a result of such Legal Defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Legal Defeasance had
not occurred;

       

      (3)           in
the case of an election under Section 8.03 hereof, the Company must deliver to
the Trustee an Opinion of Counsel confirming that the Holders of the outstanding
Notes will not recognize income, gain or loss for federal income tax purposes as
a result of such Covenant Defeasance and will be subject to federal income tax
on the same amounts, in the same manner and at the same times as would have been
the case if such Covenant Defeasance had not occurred;

       

      (4)           no
Default or Event of Default shall have occurred and be continuing on the date of
such deposit (other than a Default or Event of Default resulting from the
borrowing of funds to be applied to such deposit);

       

      (5)           such
Legal Defeasance or Covenant Defeasance will not result in a breach or violation
of, or constitute a default under, any material agreement or instrument (other
than this Indenture) to which the Company or any of the Guarantors is a party or
by which the Company or any of the Guarantors is bound;

       

      (6)           the
Company must deliver to the Trustee an Officers’ Certificate stating that the
deposit was not made by the Company with the intent of preferring the Holders
over the other creditors of the Company with the intent of defeating, hindering,
delaying or defrauding any creditors of the Company or others; and

       

      (7)           the
Company must deliver to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent relating to the Legal
Defeasance or the Covenant Defeasance have been complied with.

       

      The Legal
Defeasance or Covenant Defeasance, as applicable, will be effective on the day
on which the conditions in clauses (1)-(7) of this Section 8.04 have been
satisfied.

       


      
        
           


        

        
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      Section
8.05                      Deposited Money and Government
Securities to be Held in Trust; Other Miscellaneous
Provisions.

       

      Subject
to Section 8.06 hereof, all money and non-callable Government Securities
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section
8.04 hereof in respect of the outstanding Notes will be held in trust and
applied by the Trustee, in accordance with the provisions of such Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to
the Holders of such Notes of all sums due and to become due thereon in respect
of principal, premium, if any, and interest, but such money need not be
segregated from other funds except to the extent required by law.

       

      The
Company will pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the cash or non-callable Government Securities
deposited pursuant to Section 8.04 hereof or the principal and interest received
in respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of the outstanding Notes.

       

      Notwithstanding
anything in this Article 8 to the contrary, the Trustee will deliver or pay to
the Company from time to time upon the request of the Company any money or
non-callable Government Securities held by it as provided in Section 8.04 hereof
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are
in excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.

       

      Section
8.06                      Repayment to
Company.

       

      Any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, premium, if any, or interest on, any
Note and remaining unclaimed for two years after such principal, premium, if
any, or interest has become due and payable shall be paid to the Company on its
request or (if then held by the Company) will be discharged from such trust; and
the Holder of such Note will thereafter be permitted to look only to the Company
for payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, will thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in the New York
Times and The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which will not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the
Company.

       

      Section
8.07                      Reinstatement.

       

      If the
Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable
Government Securities in accordance with Section 8.02 or 8.03 hereof, as the
case may be, by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the Company’s and the Guarantors’ obligations under this Indenture and the Notes
and the Note Guarantees will be revived and reinstated as though no deposit had
occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee
or Paying Agent is permitted to apply all such money in accordance with Section
8.02 or 8.03 hereof, as the case may be; provided, however, that, if
the Company makes any payment of principal of, premium, if any, or interest on,
any Note following the reinstatement

       


      
        
           


        

        
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      of its
obligations, the Company will be subrogated to the rights of the Holders of such
Notes to receive such payment from the money held by the Trustee or Paying
Agent.

       

      ARTICLE
9

      AMENDMENT,
SUPPLEMENT AND WAIVER

       

      Section
9.01                      Without Consent of
Holders.

       

      Notwithstanding
Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may
amend or supplement this Indenture or the Notes or the Note Guarantees, and the
Company and the Guarantors, together with the Collateral Agent, may amend or
supplement the Security Documents, without the consent of any
Holder:

       

      (1)           to
cure any ambiguity, defect or inconsistency;

       

      (2)           to
provide for uncertificated Notes in addition to or in place of certificated
Notes;

       

      (3)           to
provide for the assumption of the Company’s or a Guarantor’s obligations to the
Holders in the case of a merger or consolidation or sale of all or substantially
all of the Company’s or such Guarantor’s assets, as applicable;

       

      (4)           to
make any change that would provide any additional rights or benefits to the
Holders or that does not adversely affect the legal rights hereunder of any
Holder;

       

      (5)           to
conform the text of this Indenture or the Notes to any provision of the
“Description of Notes” section of the Offering Circular, to the extent that such
provision in that “Description of Notes” was intended to be a verbatim
recitation of a provision of this Indenture or the Notes;

       

      (6)           to
enter into additional or supplemental Security Documents or provide for
additional Collateral;

       

      (7)           to
make, complete or confirm any grant of Collateral permitted or required by this
Indenture or any of the Security Documents or to release Collateral in
accordance with the terms of this Indenture and the Security
Documents;

       

      (8)           to
evidence and provide for the acceptance and appointment under this Indenture of
successor trustees pursuant to the requirements thereof;

       

      (9)           to
allow any Guarantor to execute a supplemental indenture substantially in the
form of Exhibit E hereto and/or a joinder to the Guarantee and Collateral
Agreement; or

       

      (10)           to
provide for the issuance of Additional Notes of the same or an additional series
in accordance with the limitations set forth in this Indenture as of the date
hereof.

       

      Upon the
request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental indenture, and
upon receipt by the Trustee of the documents described in Section 7.02 hereof,
the Trustee will join with the Company and the Guarantors in the execution of
any amended or supplemental indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations
that may be

       


      
        
           


        

        
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      therein
contained, but the Trustee will not be obligated to enter into such amended or
supplemental indenture that affects its own rights, duties or immunities under
this Indenture or otherwise.

       

      In
addition, any release of, or any amendment to, or waiver of, the provisions of
this Indenture or any Security Document that has the effect of releasing all or
substantially all of the Collateral from the Liens securing the Notes will
require the consent of Holders as and only to the extent provided under Section
10.05 hereof.

       

      Section
9.02                      With Consent of
Holders.

       

      Except as
provided below in this Section 9.02, the Company and the Trustee may amend or
supplement this Indenture, the Notes and the Note Guarantees with the consent of
the Holders of a majority in aggregate principal amount of the then outstanding
Notes (including, without limitation, Additional Notes, if any) voting as a
single class (including, without limitation, consents obtained in connection
with a tender offer or exchange offer for, or purchase of, the Notes), and,
subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of
Default (other than a Default or Event of Default in the payment of the
principal of, premium, if any, or interest on, the Notes, except a payment
default resulting from an acceleration that has been rescinded) or compliance
with any provision of this Indenture, the Notes or the Note Guarantees may be
waived with the consent of the Holders of a majority in aggregate principal
amount of the then outstanding Notes (including, without limitation, Additional
Notes, if any) voting as a single class (including, without limitation, consents
obtained in connection with a tender offer or exchange offer for, or purchase
of, the Notes).

       

      Upon the
request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental indenture, and
upon the filing with the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders as aforesaid, and upon receipt by the Trustee of the
documents described in Section 7.02 hereof, the Trustee will join with the
Company and the Guarantors in the execution of such amended or supplemental
indenture unless such amended or supplemental indenture directly affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion, but will not be obligated to,
enter into such amended or supplemental Indenture.

       

      It is not
be necessary for the consent of the Holders under this Section 9.02 to approve
the particular form of any proposed amendment, supplement or waiver, but it is
sufficient if such consent approves the substance thereof.

       

      After an
amendment, supplement or waiver under this Section 9.02 becomes effective, the
Company will mail to the Holders affected thereby a notice briefly describing
the amendment, supplement or waiver.  Any failure of the Company to
mail such notice, or any defect therein, will not, however, in any way impair or
affect the validity of any such amended or supplemental indenture or
waiver.  Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding voting as a
single class may waive compliance in a particular instance by the Company with
any provision of this Indenture, the Notes or the Note
Guarantees.  However, without the consent of each Holder affected, an
amendment, supplement or waiver under this Section 9.02 may not (with respect to
any Notes held by a non-consenting Holder):

       

      (1)           reduce
the principal amount of Notes whose Holders must consent to an amendment,
supplement or waiver;

       

      (2)           reduce
the principal of or change the fixed maturity of any Note;

       


      
        
           


        

        
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      (3)           reduce
the rate of or change the time for payment of interest on any Note;

       

      (4)           waive
a Default or Event of Default in the payment of principal of, or interest or
premium, if any, on, such Notes (except a rescission of acceleration of such
Notes by the Holders of at least a majority in aggregate principal amount of
Notes and a waiver of the payment default that resulted from such
acceleration);

       

      (5)           make
any Note payable in currency other than that stated in such Note;

       

      (6)           make
any change in the provisions of this Indenture relating to waivers of past
Defaults or the rights of Holders of such Notes to receive payments of principal
of, or interest or premium, if any, on, the Notes;

       

      (7)           alter
any provisions with respect to the redemption of the Notes or waive any
redemption payment with respect to any Note (other than a payment required by
Section 4.11 hereof); or

       

      (8)           make
any change in the preceding amendment and waiver provisions.

       

      Section
9.03                      Revocation and Effect of
Consents.

       

      Until an
amendment, supplement or waiver becomes effective, a consent to it by a Holder
of a Note is a continuing consent by the Holder of a Note and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as the
consenting Holder’s Note, even if notation of the consent is not made on any
Note.  However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the amendment, supplement or waiver becomes
effective.  An amendment, supplement or waiver becomes effective in
accordance with its terms and thereafter binds every Holder.

       

      Section
9.04                      Notation on or Exchange of
Notes.

       

      The
Trustee may place an appropriate notation about an amendment, supplement or
waiver on any Note thereafter authenticated.  The Company in exchange
for all Notes may issue and the Trustee shall, upon receipt of an Authentication
Order, authenticate new Notes that reflect the amendment, supplement or
waiver.

       

      Failure
to make the appropriate notation or issue a new Note will not affect the
validity and effect of such amendment, supplement or waiver.

       

      Section
9.05                      Trustee to Sign Amendments,
etc.

       

      The
Trustee will sign any amended or supplemental indenture authorized pursuant to
this Article 9 if the amendment or supplement does not adversely affect the
rights, duties, liabilities or immunities of the Trustee.  The Company
may not sign an amended or supplemental indenture until the Board of Directors
of the Company approves it.  In executing any amended or supplemental
indenture, the Trustee will be entitled to receive and (subject to Section 7.01
hereof) will be fully protected in relying upon, in addition to the documents
required by Section 13.02 hereof, an Officers’ Certificate and an Opinion of
Counsel stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture and that such amended or supplemental
indenture is the legal, valid and binding obligation of the Company and any
Guarantor party thereto, enforceable against them in accordance with its terms,
subject to customary exceptions and complies with provisions
hereof.

       


      
        
           


        

        
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      ARTICLE
10

       COLLATERAL
AND SECURITY

       

      Section
10.01                                Security
Interest.

       

      The due
and punctual payment of the principal of and interest, if any, on the Notes when
and as the same shall be due and payable, whether on an interest payment date,
at maturity, by acceleration, repurchase, redemption or otherwise, and interest
on the overdue principal of and interest (to the extent permitted by law), if
any, on the Notes and performance of all other obligations of the Company to the
Holders or the Trustee under this Indenture and the Notes, according to the
terms hereunder or thereunder, are secured as provided in the Security
Documents.  Each Holder, by its acceptance thereof, consents and
agrees to the terms of the Security Documents (including, without limitation,
the provisions providing for foreclosure and release of the Collateral) as the
same may be in effect or may be amended from time to time in accordance with its
terms and authorizes and directs the Collateral Agent and the Trustee, as
applicable, to enter into the Security Documents and to perform its obligations
and exercise its rights thereunder in accordance therewith.  Upon the
request of the Trustee, the Company will deliver to the Trustee copies of all
documents delivered to the Collateral Agent pursuant to the Security Documents,
and will do or cause to be done all such acts and things as may be necessary or
proper, or as may be required by the provisions of the Security Documents, to
assure and confirm to the Trustee and the Collateral Agent the security interest
in the Collateral contemplated hereby, by the Security Documents or any part
thereof, as from time to time constituted, so as to render the same available
for the security and benefit of this Indenture and of the Notes secured hereby,
according to the intent and purposes herein expressed.  The Company
will take, and will cause its Subsidiaries to take, upon request of the Trustee,
any and all actions reasonably required to cause the Security Documents to
create and maintain, as security for the Obligations of the Company hereunder, a
valid and enforceable perfected first priority Lien in and on all the
Collateral, in favor of the Collateral Agent for the benefit of the Holders,
superior to and prior to the rights of all third Persons, except for Permitted
Liens.

       

      Section
10.02                                Lien Sharing and Priority
Confirmation

       

      Each
Holder, by accepting a Note, and the Trustee hereby agrees that:

      


      (a)           all
First Lien Obligations will be and are secured equally and ratably by all First
Liens at any time granted by the Company or any other Grantor to secure any
Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in
respect of this Indenture, whether or not upon property otherwise constituting
collateral for such Obligations (as defined in the Collateral Agency and
Intercreditor Agreement) in respect of this Indenture and that all such First
Liens will be enforceable by the Collateral Agent for the benefit of all holders
of First Lien Obligations equally and ratably;

       

      (b)           the
Trustee and each of the Holders in respect of the Obligations (as defined in the
Collateral Agency and Intercreditor Agreement) in respect of this Indenture are
bound by the provisions of the Collateral Agency and Intercreditor Agreement,
including without limitation (1) the provisions relating to the ranking of First
Liens and the order of application of proceeds from enforcement of First Liens
and (2) the provisions of Section 8.22 thereof; and

       

      (c)           that
the Trustee and each of the Holders consent to and direct the Collateral Agent
to perform the Collateral Agent’s obligations under the Collateral Agency and
Intercreditor Agreement and the other Security Documents.

       

      The
foregoing provisions of this Section 10.02 are intended for the enforceable
benefit of, and will be enforceable as a third party beneficiary by, all holders
of each existing and future Series of First

       


      
        
           


        

        
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      Lien
Debt, each existing and future First Lien Representative, all holders of each
existing and future series of Second Lien Debt, each existing and future Second
Lien Representative and the Collateral Agent.

       

      Section
10.03                                Release of Liens in Respect of
Notes.

       

      (a)           In
addition to and subject to the terms of the Collateral Agency and Intercreditor
Agreement, the Collateral Agent’s Liens upon the Collateral will no longer
secure the Notes and the Note Guarantees or any other obligations under this
Indenture, and the right of the Holders to the benefits and proceeds of the
Collateral Agent’s Liens on the Collateral will terminate and be
discharged:

       

      (1)           upon
satisfaction and discharge of this Indenture as set in Article 12
hereof;

       

      (2)           upon
a Legal Defeasance or Covenant Defeasance of the Notes as set forth in Article 8
hereof;

       

      (3)           upon
payment in full and discharge of all Notes outstanding under this Indenture and
all Obligations that are outstanding, due and payable under this Indenture at
the time the Notes are paid in full and discharged; or

       

      (4)           with
respect to all or substantially all of the Collateral, with the consent of the
Holders of the requisite percentage of Notes in accordance with Section 9.02
hereof and upon delivery of instructions and any other documentation, in each
case as required by this Indenture, in a form satisfactory to the Collateral
Agent.

       

      If the
Collateral Agent is releasing Liens in accordance with the provisions of this
Indenture or any Security Document and if the Company has delivered the
certificates and documents required by this Indenture and the Security
Documents, then the Trustee will execute and deliver such additional documents
and instruments as the Company and the Guarantors may reasonably request to
evidence such release without the further consent of the Holders.  All
actions taken pursuant to the provisions described in the foregoing provisions
of this Section 10.03 will be at the sole cost and expense of the Company and
the applicable Guarantor.

       

      Section
10.04                                Release of Note
Guarantees.

       

      For all
purposes under the Guarantee and Collateral Agreement, each Holder by accepting
a Note will be deemed to have consented to the release of the Note Guarantee of
a Guarantor if the Company has delivered to the Trustee an Officers’ Certificate
stating that:

       

      (1)           such
Guarantor constitutes an Excluded Subsidiary and is not required to be a
guarantor of the Notes pursuant to Section 4.13;

       

      (2)           all
or substantially all of the assets of such Guarantor have been sold or otherwise
disposed of (including by way of merger or consolidation) to a Person that is
not the Company or a Guarantor;

       

      (3)           such
Guarantor has been liquidated or dissolved; or

       

      (4)           upon
Legal Defeasance or satisfaction and discharge of this Indenture as provided in
Article 8 or Article 12,

       


      
        
           


        

        
          74

          
            

          

        

        
           


        

      


      provided that such Guarantor
has previously been, or will concurrently be, released from its guarantee of any
other First Lien Debt.

       

      Section
10.05                                Amendment of Security
Documents.

       

      Notwithstanding
any other provision of this Indenture, if the Trustee is requested to vote or
otherwise take action with respect to the Security Documents, the Trustee will
vote or otherwise act as directed by the Holders of a majority in aggregate
principal amount of all Notes then outstanding, except that:

       

      (1)           any
amendment or supplement that has the effect solely of adding or maintaining
Collateral or preserving, perfecting or establishing the priority of the Liens
thereon or the rights of the Collateral Agent therein will not require a
direction from the Holders of a majority in aggregate principal amount of all
Notes then outstanding and will become effective when executed and delivered by
the Company or any Guarantor party thereto and the Collateral
Agent;

       

      (2)           any
amendment or supplement that has the effect solely of curing any ambiguity,
defect or inconsistency or making any change that would provide any additional
rights or benefits to Holders or the Collateral Agent or that does not adversely
affect the legal rights under this Indenture or any other Security Document of
any Holder or the Collateral Agent, will not require a direction from the
Holders of a majority in aggregate principal amount of all Notes then
outstanding and will, in each case, become effective when executed and delivered
by the Company and any Guarantor party thereto and the Collateral
Agent;

       

      (3)           with
respect to any amendment to, or waiver of, the provisions of this Indenture or
any Security Document that has the effect of releasing all or substantially all
of the Collateral from the Liens securing the Notes will require the consent of
Holders of at least 75% in aggregate principal amount of Notes then
outstanding;

       

      (4)           no
amendment or supplement that reduces, impairs or adversely affects the right of
any Holder:

       

      (A)           to
vote its outstanding Notes as to any matter described as subject to direction by
the Holders of a majority in aggregate principal amount of all Notes then
outstanding,

       

      (B)           to
share in the order of application under Section 3.4 of the Collateral Agency and
Intercreditor Agreement in the proceeds of enforcement of or realization on any
Collateral, or

       

      (C)           to
require that Liens securing the Notes be released only as set forth in Section
10.03,

       

      will
become effective without the consent of the requisite percentage or number of
Holders so affected under this Indenture and the Security Documents and such
additional consents as required pursuant to the Collateral Agency and
Intercreditor Agreement; and

       

      (5)           no
amendment or supplement that imposes any obligation upon the Collateral Agent or
adversely affects the rights of the Collateral Agent in its individual capacity
as such will become effective without the consent of the Collateral
Agent.

       


      
        
           


        

        
          75

          
            

          

        

        
           


        

      


      ARTICLE
11

      REAFFIRMATION
AND ACKNOWLEDGEMENT

      OF
GUARANTEE

       

      Section
11.01                                Reaffirmation and
Acknowledgement.

       

      Each
Guarantor hereby (i) affirms as of the date of this Indenture its respective
guarantees, pledges and grants of security interests, as applicable, under and
subject to the terms of the Guarantee and Collateral Agreement and each of the
Security Documents to which it is party, (ii) affirms that the Obligations
(which shall include the fees, expenses and disbursements of the Trustee’s
agents, counsel and professional advisors to the extent such fees, expenses and
disbursements are obligations of the Company pursuant to the terms of this
Indenture) in respect of the Notes are, as of the date of this Indenture, First
Lien Obligations, (iii) confirms that, as of the date of this Indenture, the
Guarantee and Collateral Agreement guaranties the prompt and complete payment
and performance when due of all Guaranteed Obligations (as defined in the
Guarantee and Collateral Agreement), which shall include the fees, expenses and
disbursements of the Trustee’s agents, counsel and professional advisors to the
extent such fees, expenses and disbursements are obligations of the Company
pursuant to the terms of this Indenture), including the First Lien Obligations
in respect of the Notes, (iv) confirms that such Guarantee and Collateral
Agreement and the other Security Documents to which each Guarantor that is a
Grantor is a party secure the prompt and complete payment and performance when
due of all First Lien Obligations, including the First Lien Obligations in
respect of the Notes, and (v) agrees that, as of the date of this Indenture and
notwithstanding this Indenture, such guarantees, pledges and grants of security
interests, and the terms of the Guarantee and Collateral Agreement and each of
the other Security Documents to which it is a party, are in full force and
effect in accordance with their respective terms.  Each of the
Guarantors acknowledges that the Trustee and the Holders shall be deemed to be
“Secured Parties” and “First Lien Secured Parties” for all purposes under the
Security Documents.

       

      ARTICLE
12

      SATISFACTION
AND DISCHARGE

       

      Section
12.01                                 Satisfaction and
Discharge.

       

      This
Indenture will be discharged and will cease to be of further effect as to all
Notes issued hereunder, when:

       

      (1)           either:

       

      (a)      all
Notes that have been authenticated, except lost, stolen or destroyed Notes that
have been replaced or paid and Notes for whose payment money has theretofore
been deposited in trust and thereafter repaid to the Company, have been
delivered to the Trustee for cancellation; or

       

      (b)      all
Notes that have not been delivered to the Trustee for cancellation have become
due and payable by reason of the mailing of a notice of redemption or otherwise
or will become due and payable within one year and the Company or any Guarantor
has irrevocably deposited or caused to be deposited with the Trustee as trust
funds in trust solely for the benefit of the Holders, cash in U.S. dollars,
non-callable Government Securities, or a combination thereof, in such amounts as
will be sufficient, without consideration of any reinvestment of interest, to
pay and discharge the entire Indebtedness on the Notes not delivered to the
Trustee for cancellation for principal, premium, if any, and accrued interest to
the date of maturity or redemption;

       


      
        
           


        

        
          76

          
            

          

        

        
           


        

      


      (2)           no
Default or Event of Default has occurred and is continuing on the date of the
deposit (other than a Default or Event of Default resulting from the borrowing
of funds to be applied to such deposit) and the deposit will not result in a
breach or violation of, or constitute a default under, any other instrument to
which the Company or any Guarantor is a party or by which the Company or any
Guarantor is bound;

       

      (3)           the
Company or any Guarantor has paid or caused to be paid all sums payable by it
under this Indenture; and

       

      (4)           the
Company has delivered irrevocable instructions to the Trustee under this
Indenture to apply the deposited money toward the payment of the Notes at
maturity or on the redemption date, as the case may be.

       

      In
addition, the Company must deliver an Officers’ Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

       

      Upon
satisfaction and discharge in accordance with this Section 12.01, the Trustee
will advise the Collateral Agent that it will cease to be a party to the
Collateral Agency and Intercreditor Agreement on behalf of the Holders and the
Notes will cease to constitute First Lien Debt thereunder.

       

      Notwithstanding
the satisfaction and discharge of this Indenture, if money has been deposited
with the Trustee pursuant to subclause (b) of clause (1) of this Section 12.01,
the provisions of Sections 12.02 and 8.06 hereof will survive.  In
addition, nothing in this Section 12.01 will be deemed to discharge those
provisions of Section 7.06 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.

       

      Section
12.02                                 Application of Trust
Money.

       

      Subject
to the provisions of Section 8.06 hereof, all money deposited with the Trustee
pursuant to Section 12.01 hereof shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

       

      If the
Trustee or Paying Agent is unable to apply any money or Government Securities in
accordance with Section 12.01 hereof by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s
and any Guarantor’s obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section
12.01 hereof; provided
that if the Company has made any payment of principal of, premium, if any, or
interest on, any Notes because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money or Government Securities held by the Trustee
or Paying Agent.

       


      
        
           


        

        
          77

          
            

          

        

        
           


        

      


      ARTICLE
13

      MISCELLANEOUS

       

      Section
13.01                                 Notices.

       

      Any
notice or communication by the Company, any Guarantor or the Trustee to the
others is duly given if in writing and delivered in Person or by first class
mail (registered or certified, return receipt requested), facsimile transmission
or overnight air courier guaranteeing next day delivery, to the others’
address:

       

      If to the
Company and/or any Guarantor:

       

      


       

      Calpine
Corporation

      717 Texas
Avenue, Suite 1000

      Houston,
Texas 77002

      Facsimile
No.:  (832) 325-1508

      Attention:  General
Counsel

       

      With a
copy to:

      White
& Case LLP

      1155
Avenue of the Americas

      New York,
New York 10036

      Facsimile
No.:  (212) 354-8113

      Attention:  Gary
Kashar

       

      If to the
Trustee:

      Wilmington
Trust Company

      Rodney
Square North

      1100 N.
Market Street

      Wilmington,
Delaware 19890-1615

      Facsimile
No.:  (302) 636-4145

      Attention:  Christopher
Slaybaugh

       

      With a
copy to:

      Nixon
Peabody LLP

      437
Madison Avenue

      New York,
New York 10022

      Facsimile
No.:  (212) 940-3111

      Attention:  Bart
Pisella, Esq.

       

      The
Company, any Guarantor or the Trustee, by notice to the others, may designate
additional or different addresses for subsequent notices or
communications.

       

      All
notices and communications (other than those sent to Holders) will be deemed to
have been duly given: at the time delivered by hand, if personally delivered;
five Business Days after being deposited in the mail, postage prepaid, if
mailed; when receipt acknowledged, if transmitted by facsimile; and the next
Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

       

      Any
notice or communication to a Holder will be mailed by first class mail,
certified or registered, return receipt requested, or by overnight air courier
guaranteeing next day delivery to its

       


      
        
           


        

        
          78

          
            

          

        

        
           


        

      


      address
shown on the register kept by the Registrar.  Failure to mail a notice
or communication to a Holder or any defect in it will not affect its sufficiency
with respect to other Holders.

       

      If a
notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives
it.

       

      If the
Company mails a notice or communication to Holders, it will mail a copy to the
Trustee and each Agent at the same time.

       

      Section
13.02                                 Certificate and Opinion as to
Conditions Precedent.

       

      Upon any
request or application by the Company to the Trustee to take any action under
this Indenture, the Company shall furnish to the Trustee:

       

      (1)           an
Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which must include the statements set forth in Section 13.03 hereof)
stating that, in the opinion of the signers, all conditions precedent and
covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and

       

      (2)           an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which must include the statements set forth in Section 13.03 hereof) stating
that, in the opinion of such counsel, all such conditions precedent and
covenants have been satisfied.

       

      Section
13.03                                 Statements Required in Certificate
or Opinion.

       

      Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture must include:

       

      (1)           a
statement that the Person making such certificate or opinion has read such
covenant or condition;

       

      (2)           a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;

       

      (3)           a
statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him or her to express an
informed opinion as to whether or not such covenant or condition has been
satisfied; and

       

      (4)           a
statement as to whether or not, in the opinion of such Person, such condition or
covenant has been satisfied.

       

      Section
13.04                                Rules by Trustee and
Agents.

       

      The
Trustee may make reasonable rules for action by or at a meeting of
Holders.  The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for its functions.

       

      Section
13.05                                No Personal Liability of Directors,
Officers, Employees and Stockholders.

       

      No
director, officer, employee, incorporator or stockholder of the Company or any
Guarantor, as such, will have any liability for any obligations of the Company
or the Guarantors under the Notes, this Indenture or the Security Documents, or
for any claim based on, in respect of, or by reason of, such obligations or
their creation.  Each Holder by accepting a Note waives and releases
all such liability.  The

       


      
        
           


        

        
          79

          
            

          

        

        
           


        

      


      waiver
and release are part of the consideration for issuance of the
Notes.  The waiver may not be effective to waive liabilities under the
federal securities laws.

       

      Section
13.06                                Governing Law.

       

      THE
INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS
INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

       

      Section
13.07                                No Adverse Interpretation of Other
Agreements.

       

      This
Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Company or its Subsidiaries or of any other
Person.  Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

       

      Section
13.08                                Successors.

       

      All
agreements of the Company in this Indenture and the Notes will bind its
successors.  All agreements of the Trustee in this Indenture will bind
its successors.  All agreements of each Guarantor in this Indenture
will bind its successors.

       

      Section
13.09                                Severability.

       

      In case
any provision in this Indenture or in the Notes is invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired thereby.

       

      Section
13.10                                Counterpart
Originals.

       

      The
parties may sign any number of copies of this Indenture.  Each signed
copy will be an original, but all of them together represent the same
agreement.

       

      Section
13.11                                Table of Contents, Headings,
etc.

       

      The Table
of Contents, Cross-Reference Table and Headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part of this Indenture and will in no way modify or restrict any
of the terms or provisions hereof.

       

      [Signatures
on following page]

       


      
        
           


        

        
          80

          
            

          

        

        
           


        

      


      SIGNATURES

       

      Dated as
of October 21, 2009

       

       

      
        
          	 	Calpine
      Corporation
	 	 	 
	 	 	 
	 
      	
                  By:

                	
                  /s/ Zamir
      Rauf  

                
	 
      	 
      	
                  Name:  Zamir
      Rauf

                
	 
      	 
      	
                  Title:  Chief
      Financial Officer of Calpine
Corporation

                


        

        


         

        
          	 
      	
                  By:

                	
                  /s/ Zamir
      Rauf  

                
	 
      	 
      	
                  Name:  Zamir
      Rauf

                
	 
      	 
      	
                  Title:  Chief
      Financial Officer of each of the Guarantors listed on Annex A-1
      hereto

                


        

        


         

        
          	 
      	
                  By:

                	
                  /s/ Heather Benjamin
      Brown  

                
	 
      	 
      	
                  Name:  Heather
      Benjamin Brown

                
	 
      	 
      	
                  Title:  Vice
      President of each of the Guarantors listed on Annex A-2
    hereto

                


        

        


         

         

        
          	 	Wilmington
      Trust Company, as Trustee
	 	 	 
	 	 	 
	 
      	
                  By:

                	
                  /s/ Christopher J.
      Slaybaugh 

                
	 
      	 
      	
                  Name:  Christopher
      J. Slaybaugh  

                
	 
      	 
      	
                  Title: 
      Assistant Vice
President  

                


        

        


      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


       

      1

       

      Annex
A-1

      


      Guarantors

      


       

      
        	
                Name of Guarantor

              	
                Type of Organization (e.g. corporation, limited
      liability company, limited partnership)

              	
                Jurisdiction of Organization/
      Formation

              	
                Organizational Identification
      Number

              
	
                Anacapa
      Land Company, LLC

              	
                LLC

              	
                Delaware

              	
                3143771

              
	
                Anderson
      Springs Energy Company

              	
                Corporation

              	
                California

              	
                C1661732

              
	
                Auburndale
      Peaker Energy Center, LLC

              	
                LLC

              	
                Delaware

              	
                3400024

              
	
                Aviation
      Funding Corp.

              	
                Corporation

              	
                Delaware

              	
                2295371

              
	
                Baytown
      Energy Center, LP

              	
                LP

              	
                Delaware

              	
                3282586

              
	
                Bellingham
      Cogen, Inc.

              	
                Corporation

              	
                California

              	
                C1655926

              
	
                Bethpage
      Fuel Management Inc.

              	
                Corporation

              	
                Delaware

              	
                2148788

              
	
                CalGen
      Equipment Finance Company, LLC

              	
                LLC

              	
                Delaware

              	
                3297902

              
	
                CalGen
      Equipment Finance Holdings, LLC

              	
                LLC

              	
                Delaware

              	
                3297900

              
	
                CalGen
      Expansion Company, LLC

              	
                LLC

              	
                Delaware

              	
                3290780

              
	
                CalGen
      Finance Corp.

              	
                Corporation

              	
                Delaware

              	
                3758602

              
	
                CalGen
      Project Equipment Finance Company One, LLC

              	
                LLC

              	
                Delaware

              	
                3304332

              
	
                CalGen
      Project Equipment Finance Company Three, LLC

              	
                LLC

              	
                Delaware

              	
                3483024

              
	
                CalGen
      Project Equipment Finance Company Two, LLC

              	
                LLC

              	
                Delaware

              	
                3455310

              
	
                Calpine
      Administrative Services Company, Inc.

              	
                Corporation

              	
                Delaware

              	
                3301977

              


      

      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      2


      


      
        	
                Name of Guarantor

              	
                Type of Organization (e.g. corporation, limited
      liability company, limited partnership)

              	
                Jurisdiction of Organization/
      Formation

              	
                Organizational Identification
      Number

              
	
                Calpine
      Auburndale Holdings, LLC

              	
                LLC

              	
                Delaware

              	
                3250122

              
	
                Calpine
      Baytown Energy Center GP, LLC

              	
                LLC

              	
                Delaware

              	
                3282582

              
	
                Calpine
      Baytown Energy Center LP, LLC

              	
                LLC

              	
                Delaware

              	
                3282584

              
	
                Calpine
      c*Power, Inc.

              	
                Corporation

              	
                Delaware

              	
                3205614

              
	
                Calpine
      CalGen Holdings, Inc.

              	
                Corporation

              	
                Delaware

              	
                3282580

              
	
                Calpine
      California Holdings, Inc.

              	
                Corporation

              	
                Delaware

              	
                3387309

              
	
                Calpine
      Calistoga Holdings, LLC

              	
                LLC

              	
                Delaware

              	
                3104238

              
	
                Calpine
      CCFC Holdings, Inc.

              	
                Corporation

              	
                Delaware

              	
                3357358

              
	
                Calpine
      Central Texas GP, Inc.

              	
                Corporation

              	
                Delaware

              	
                3471267

              
	
                Calpine
      Central, Inc.

              	
                Corporation

              	
                Delaware

              	
                2962637

              
	
                Calpine
      Central, L.P.

              	
                LP

              	
                Delaware

              	
                2980416

              
	
                Calpine
      Central-Texas, Inc.

              	
                Corporation

              	
                Delaware

              	
                2962631

              
	
                Calpine
      Channel Energy Center GP, LLC

              	
                LLC

              	
                Delaware

              	
                3282587

              
	
                Calpine
      Channel Energy Center LP, LLC

              	
                LLC

              	
                Delaware

              	
                3282588

              
	
                Calpine
      Cogeneration Corporation

              	
                Corporation

              	
                Delaware

              	
                2022577

              
	
                Calpine
      Decatur Pipeline, Inc.

              	
                Corporation

              	
                Delaware

              	
                3151818

              
	
                Calpine
      Decatur Pipeline, L.P.

              	
                LP

              	
                Delaware

              	
                3154511

              
	
                Calpine
      Deer Park, LLC

              	
                LLC

              	
                Delaware

              	
                3873570

              


      

      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


       

      3


      
        	
                Name of Guarantor

              	
                Type of Organization (e.g. corporation, limited
      liability company, limited partnership)

              	
                Jurisdiction of Organization/
      Formation

              	
                Organizational Identification
      Number

              
	
                Calpine
      Eastern Corporation

              	
                Corporation

              	
                Delaware

              	
                2785981

              
	
                Calpine
      Edinburg, Inc.

              	
                Corporation

              	
                Delaware

              	
                2896957

              
	
                Calpine
      Energy Management, L.P.

              	
                LP

              	
                Delaware

              	
                3589252

              
	
                Calpine
      Energy Services Holdings, Inc.

              	
                Corporation

              	
                Delaware

              	
                2947252

              
	
                Calpine
      Energy Services, L.P.

              	
                LP

              	
                Delaware

              	
                3119940

              
	
                Calpine
      Freestone, LLC

              	
                LLC

              	
                Delaware

              	
                3240375

              
	
                Calpine
      Fuels Corporation

              	
                Corporation

              	
                California

              	
                C1931167

              
	
                Calpine
      Generating Company, LLC

              	
                LLC

              	
                Delaware

              	
                3282581

              
	
                Calpine
      Geysers Company, L.P.

              	
                LP

              	
                Delaware

              	
                2226549

              
	
                Calpine
      Gilroy 1, Inc.

              	
                Corporation

              	
                Delaware

              	
                2637221

              
	
                Calpine
      Gilroy 2, Inc.

              	
                Corporation

              	
                Delaware

              	
                2637224

              
	
                Calpine
      Global Services Company, Inc.

              	
                Corporation

              	
                Delaware

              	
                3099148

              
	
                Calpine
      Hidalgo Energy Center, L.P.

              	
                LP

              	
                Texas

              	
                10900610

              
	
                Calpine
      Hidalgo Holdings, Inc.

              	
                Corporation

              	
                Delaware

              	
                3090982

              
	
                Calpine
      Hidalgo, Inc.

              	
                Corporation

              	
                Delaware

              	
                2896958

              
	
                Calpine
      Jupiter, LLC

              	
                LLC

              	
                Delaware

              	
                3091141

              
	
                Calpine
      Kennedy Airport, Inc.

              	
                Corporation

              	
                Delaware

              	
                2847321

              
	
                Calpine
      Kennedy Operators, Inc.

              	
                Corporation

              	
                New
      York

              	
                N/A

              
	
                Calpine
      KIA, Inc.

              	
                Corporation

              	
                New
      York

              	
                N/A

              


      

      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


       

      4


      
        	
                Name of Guarantor

              	
                Type of Organization (e.g. corporation, limited
      liability company, limited partnership)

              	
                Jurisdiction of Organization/
      Formation

              	
                Organizational Identification
      Number

              
	
                Calpine
      King City, Inc.

              	
                Corporation

              	
                Delaware

              	
                2521979

              
	
                Calpine
      King City, LLC

              	
                LLC

              	
                Delaware

              	
                3645188

              
	
                Calpine
      Leasing Inc.

              	
                Corporation

              	
                Delaware

              	
                3131087

              
	
                Calpine
      Long Island, Inc.

              	
                Corporation

              	
                Delaware

              	
                2847318

              
	
                Calpine
      Magic Valley Pipeline, Inc.

              	
                Corporation

              	
                Delaware

              	
                3017981

              
	
                Calpine
      MVP, Inc.

              	
                Corporation

              	
                Delaware

              	
                3017985

              
	
                Calpine
      Newark, LLC

              	
                LLC

              	
                Delaware

              	
                2098264

              
	
                Calpine
      Northbrook Corporation of Maine, Inc.

              	
                Corporation

              	
                Illinois

              	
                58974862

              
	
                Calpine
      Northbrook Holdings Corporation

              	
                Corporation

              	
                Delaware

              	
                2276287

              
	
                Calpine
      Northbrook Investors, LLC

              	
                LLC

              	
                Delaware

              	
                2880194

              
	
                Calpine
      Northbrook Project Holdings, LLC

              	
                LLC

              	
                Delaware

              	
                3041878

              
	
                Calpine
      Northbrook Southcoast Investors, LLC

              	
                LLC

              	
                Delaware

              	
                3104374

              
	
                Calpine
      Oneta Power I, LLC

              	
                LLC

              	
                Delaware

              	
                3017976

              
	
                Calpine
      Oneta Power II, LLC

              	
                LLC

              	
                Delaware

              	
                3017979

              
	
                Calpine
      Oneta Power, L.P.

              	
                LP

              	
                Delaware

              	
                3017990

              
	
                Calpine
      Operations Management Company, Inc.

              	
                Corporation

              	
                Delaware

              	
                3316272

              
	
                Calpine
      Power Company

              	
                Corporation

              	
                California

              	
                C1606036

              
	
                Calpine
      Power Management, Inc.

              	
                Corporation

              	
                Delaware

              	
                3311184

              


      

      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


       

      5


      
        	
                Name of Guarantor

              	
                Type of Organization (e.g. corporation, limited
      liability company, limited partnership)

              	
                Jurisdiction of Organization/
      Formation

              	
                Organizational Identification
      Number

              
	
                Calpine
      Power Management, LP

              	
                LP

              	
                Texas

              	
                14428010

              
	
                Calpine
      Power, Inc.

              	
                Corporation

              	
                Virginia

              	
                0391591-5

              
	
                Calpine
      PowerAmerica, Inc.

              	
                Corporation

              	
                Delaware

              	
                3311181

              
	
                Calpine
      PowerAmerica, LP

              	
                LP

              	
                Texas

              	
                14612910

              
	
                Calpine
      PowerAmerica-CA, LLC

              	
                LLC

              	
                Delaware

              	
                3591072

              
	
                Calpine
      PowerAmerica-CT, LLC

              	
                LLC

              	
                Delaware

              	
                3834414

              
	
                Calpine
      PowerAmerica-MA, LLC

              	
                LLC

              	
                Delaware

              	
                3674240

              
	
                Calpine
      PowerAmerica-ME, LLC

              	
                LLC

              	
                Delaware

              	
                3674239

              
	
                Calpine
      PowerAmerica-NH, LLC

              	
                LLC

              	
                Delaware

              	
                3834416

              
	
                Calpine
      PowerAmerica-NY, LLC

              	
                LLC

              	
                Delaware

              	
                3834423

              
	
                Calpine
      PowerAmerica-OR, LLC

              	
                LLC

              	
                Delaware

              	
                3591071

              
	
                Calpine
      PowerAmerica-PA, LLC

              	
                LLC

              	
                Delaware

              	
                3674238

              
	
                Calpine
      PowerAmerica-RI, LLC

              	
                LLC

              	
                Delaware

              	
                3834421

              
	
                Calpine
      Producer Services, L.P.

              	
                LP

              	
                Texas

              	
                800040559

              
	
                Calpine
      Project Holdings, Inc.

              	
                Corporation

              	
                Delaware

              	
                3305373

              
	
                Calpine
      Pryor, Inc.

              	
                Corporation

              	
                Delaware

              	
                2950646

              
	
                Calpine
      Rumford I, Inc.

              	
                Corporation

              	
                Delaware

              	
                2953594

              
	
                Calpine
      Rumford, Inc.

              	
                Corporation

              	
                Delaware

              	
                2953596

              
	
                Calpine
      Russell City, LLC

              	
                LLC

              	
                Delaware

              	
                3354591

              
	
                Calpine
      Schuylkill, Inc.

              	
                Corporation

              	
                Delaware

              	
                2233674

              
	
                Calpine
      Sonoran Pipeline, LLC

              	
                LLC

              	
                Delaware

              	
                3387572

              


      

      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


       

      6


      
        	
                Name of Guarantor

              	
                Type of Organization (e.g. corporation, limited
      liability company, limited partnership)

              	
                Jurisdiction of Organization/
      Formation

              	
                Organizational Identification
      Number

              
	
                Calpine
      Stony Brook Operators, Inc.

              	
                Corporation

              	
                New
      York

              	
                N/A

              
	
                Calpine
      Stony Brook, Inc.

              	
                Corporation

              	
                New
      York

              	
                N/A

              
	
                Calpine
      Sumas, Inc.

              	
                Corporation

              	
                California

              	
                C1519285

              
	
                Calpine
      TCCL Holdings, Inc.

              	
                Corporation

              	
                Delaware

              	
                2521982

              
	
                Calpine
      Texas Pipeline GP, Inc.

              	
                Corporation

              	
                Delaware

              	
                3266570

              
	
                Calpine
      Texas Pipeline LP, Inc.

              	
                Corporation

              	
                Delaware

              	
                3266838

              
	
                Calpine
      Texas Pipeline, L.P.

              	
                LP

              	
                Delaware

              	
                3266572

              
	
                Calpine
      Tiverton I, Inc.

              	
                Corporation

              	
                Delaware

              	
                2941601

              
	
                Calpine
      Tiverton, Inc.

              	
                Corporation

              	
                Delaware

              	
                2941315

              
	
                Calpine
      University Power, Inc.

              	
                Corporation

              	
                Delaware

              	
                2847323

              
	
                Carville
      Energy LLC

              	
                LLC

              	
                Delaware

              	
                2977419

              
	
                CCFC
      Development Company, LLC

              	
                LLC

              	
                Delaware

              	
                3357361

              
	
                CCFC
      Project Equipment Finance Company One, LLC

              	
                LLC

              	
                Delaware

              	
                3623335

              
	
                CES
      Marketing IX, LLC

              	
                LLC

              	
                Delaware

              	
                3847434

              
	
                CES
      Marketing V, L.P.

              	
                LP

              	
                Delaware

              	
                3589257

              
	
                CES
      Marketing X, LLC

              	
                LLC

              	
                Delaware

              	
                3847437

              
	
                Channel
      Energy Center, LP

              	
                LP

              	
                Delaware

              	
                3282589

              
	
                Clear
      Lake Cogeneration Limited Partnership

              	
                LP

              	
                Texas

              	
                5226210

              
	
                Columbia
      Energy LLC

              	
                LLC

              	
                Delaware

              	
                3257686

              


      

      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      7


      


      
        	
                Name of Guarantor

              	
                Type of Organization (e.g. corporation, limited
      liability company, limited partnership)

              	
                Jurisdiction of Organization/
      Formation

              	
                Organizational Identification
      Number

              
	
                Corpus
      Christi Cogeneration LP

              	
                LP

              	
                Delaware

              	
                3104710

              
	
                CPN
      3rd
      Turbine, Inc.

              	
                Corporation

              	
                Delaware

              	
                3305375

              
	
                CPN
      Acadia, Inc.

              	
                Corporation

              	
                Delaware

              	
                3178991

              
	
                CPN
      Cascade, Inc.

              	
                Corporation

              	
                Delaware

              	
                2309616

              
	
                CPN
      Clear Lake, Inc.

              	
                Corporation

              	
                Delaware

              	
                2026320

              
	
                CPN
      Decatur Pipeline, Inc.

              	
                Corporation

              	
                Delaware

              	
                3151855

              
	
                CPN
      East Fuels, LLC

              	
                LLC

              	
                Delaware

              	
                3099149

              
	
                CPN
      Energy Services GP, Inc.

              	
                Corporation

              	
                Delaware

              	
                2943424

              
	
                CPN
      Energy Services LP, Inc.

              	
                Corporation

              	
                Delaware

              	
                2987057

              
	
                CPN
      Freestone, LLC

              	
                LLC

              	
                Delaware

              	
                3240377

              
	
                CPN
      Funding, Inc.

              	
                Corporation

              	
                Delaware

              	
                2821006

              
	
                CPN
      Morris, Inc.

              	
                Corporation

              	
                Delaware

              	
                2723191

              
	
                CPN
      Pipeline Company

              	
                Corporation

              	
                Delaware

              	
                2914695

              
	
                CPN
      Pryor Funding Corporation

              	
                Corporation

              	
                Delaware

              	
                2665999

              
	
                CPN
      Telephone Flat, Inc.

              	
                Corporation

              	
                Delaware

              	
                2309618

              
	
                Decatur
      Energy Center, LLC

              	
                LLC

              	
                Delaware

              	
                3282591

              
	
                Delta
      Energy Center, LLC

              	
                LLC

              	
                Delaware

              	
                3125841

              
	
                East
      Altamont Energy Center, LLC

              	
                LLC

              	
                Delaware

              	
                3357546

              
	
                Fontana
      Energy Center, LLC

              	
                LLC

              	
                Delaware

              	
                3754988

              
	
                Freestone
      Power Generation, LP

              	
                LP

              	
                Texas

              	
                12115310

              
	
                GEC
      Bethpage Inc.

              	
                Corporation

              	
                Delaware

              	
                2133956

              


      

      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      8


      


      
        	
                Name of Guarantor

              	
                Type of Organization (e.g. corporation, limited
      liability company, limited partnership)

              	
                Jurisdiction of Organization/
      Formation

              	
                Organizational Identification
      Number

              
	
                Geysers
      Power Company, LLC

              	
                LLC

              	
                Delaware

              	
                2993183

              
	
                Geysers
      Power I Company

              	
                Corporation

              	
                Delaware

              	
                2993221

              
	
                Hillabee
      Energy Center, LLC

              	
                LLC

              	
                Delaware

              	
                3660581

              
	
                Idlewild
      Fuel Management Corp.

              	
                Corporation

              	
                Delaware

              	
                2243800

              
	
                JMC
      Bethpage, Inc.

              	
                Corporation

              	
                Delaware

              	
                2131426

              
	
                Lone
      Oak Energy Center, LLC

              	
                LLC

              	
                Delaware

              	
                3331043

              
	
                Los
      Medanos Energy Center LLC

              	
                LLC

              	
                Delaware

              	
                2891593

              
	
                Magic
      Valley Gas Pipeline, LP

              	
                LP

              	
                Delaware

              	
                3619502

              
	
                Magic
      Valley Pipeline, L.P.

              	
                LP

              	
                Delaware

              	
                3018164

              
	
                Moapa
      Energy Center, LLC

              	
                LLC

              	
                Delaware

              	
                3357536

              
	
                Mobile
      Energy L L C

              	
                LLC

              	
                Delaware

              	
                2647259

              
	
                Modoc
      Power, Inc.

              	
                Corporation

              	
                California

              	
                C1911009

              
	
                Morgan
      Energy Center, LLC

              	
                LLC

              	
                Delaware

              	
                3282590

              
	
                Northwest
      Cogeneration, Inc.

              	
                Corporation

              	
                California

              	
                C1655927

              
	
                NRG
      Parlin, Inc.

              	
                Corporation

              	
                Delaware

              	
                2617604

              
	
                NTC
      Five, Inc.

              	
                Corporation

              	
                Delaware

              	
                3608118

              
	
                Nueces
      Bay Energy LLC

              	
                LLC

              	
                Delaware

              	
                2868370

              
	
                Pastoria
      Energy Center, LLC

              	
                LLC

              	
                Delaware

              	
                3438844

              
	
                Pastoria
      Energy Facility, L.L.C.

              	
                LLC

              	
                Delaware

              	
                3037068

              
	
                Pine
      Bluff Energy, LLC

              	
                LLC

              	
                Delaware

              	
                2717293

              
	
                RockGen
      Energy LLC

              	
                LLC

              	
                Wisconsin

              	
                R033616

              


      

      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      9


      


      
        	
                Name of Guarantor

              	
                Type of Organization (e.g. corporation, limited
      liability company, limited partnership)

              	
                Jurisdiction of Organization/
      Formation

              	
                Organizational Identification
      Number

              
	
                Rumford
      Power Associates Limited Partnership

              	
                LP

              	
                Maine

              	
                19970063LP

              
	
                San
      Joaquin Valley Energy Center, LLC

              	
                LLC

              	
                Delaware

              	
                3414249

              
	
                Santa
      Rosa Energy Center, LLC

              	
                LLC

              	
                Delaware

              	
                3847433

              
	
                Stony
      Brook Cogeneration Inc.

              	
                Corporation

              	
                Delaware

              	
                2230301

              
	
                Stony
      Brook Fuel Management Corp.

              	
                Corporation

              	
                Delaware

              	
                2263579

              
	
                Sutter
      Dryers, Inc.

              	
                Corporation

              	
                California

              	
                C1957212

              
	
                Texas
      City Cogeneration, L.P.

              	
                LP

              	
                Texas

              	
                10445210

              
	
                Texas
      Cogeneration Five, Inc.

              	
                Corporation

              	
                Delaware

              	
                2829630

              
	
                Texas
      Cogeneration One Company

              	
                Corporation

              	
                Delaware

              	
                2033460

              
	
                Thermal
      Power Company

              	
                Corporation

              	
                California

              	
                C330399

              
	
                Tiverton
      Power Associates Limited Partnership

              	
                LP

              	
                Rhode
      Island

              	
                90055

              
	
                Wawayanda
      Energy Center, LLC

              	
                LLC

              	
                Delaware

              	
                3354594

              
	
                Whatcom
      Cogeneration Partners, L.P.

              	
                LP

              	
                Delaware

              	
                2267241

              
	
                Zion
      Energy LLC

              	
                LLC

              	
                Delaware

              	
                3133710

              


      

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      



      1

       

      Annex
A-2

      


      Guarantors

      


      
        	
                Calpine
      Construction Management Company, Inc.

              	
                Corporation

              	
                Delaware

              	
                3295147

              
	
                Calpine
      Operating Services Company, Inc.

              	
                Corporation

              	
                Delaware

              	
                2521992

              
	
                Calpine
      Power Services, Inc.

              	
                Corporation

              	
                Delaware

              	
                3546488

              
	
                Thomassen
      Turbine Systems America, Inc.

              	
                Corporation

              	
                Delaware

              	
                3923070

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        [Face of
Note]

         

          
            

          

        

      

      [Insert
Original Issue Discount Legend here, if applicable.]

       

      CUSIP/ISIN
____________

       

      7.25%
Senior Secured Notes due 2017

       

      
         

        
          	 No.             
      	 $                                
      


        

         

      

      CALPINE
CORPORATION

       

      promises
to pay to                                 or registered
assigns,

       

      the
principal sum of __________________________________________________________
DOLLARS on October 15, 2017.

       

      Interest
Payment Dates:  April 15 and October 15

       

      Record
Dates:  April 1 and October 1

       

      


       

      


       

      [Signature Page
Follows]

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      
        
          

        



       

      
        


      


      
        
          
            A-1

          

           


        

        
           


          
            

          

        

        
           


        

      


      IN WITNESS HEREOF, the Company
has caused this Note to be signed manually or by facsimile by its duly
authorized officer as of the date first written above.

      


      

        
          	 
      	
                  CALPINE
      CORPORATION

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                   

                
	 
      	 
      	
                  Name:  

                
	 
      	 
      	
                  Title:  

                


        



      This is
one of the Notes referred to

      in the
within-mentioned Indenture:

       

      Dated:  _______________,
20__

       

      WILMINGTON
TRUST COMPANY,

       

      as
Trustee

       

      
        


         

        
          	
                  By:

                	 
      
	 
      	
                  Authorized
      Signatory

                


        

         

      

       
 


      
        
          
            A-2

          

           


        

        
           


          
            

          

        

        
           


        

      


      [Back of
Note]

      7.25%
Senior Secured Notes due 2017

       

      [Insert
the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

       

      [Insert
the Private Placement Legend, if applicable pursuant to the provisions of the
Indenture]

       

      Capitalized
terms used herein have the meanings assigned to them in the Indenture referred
to below unless otherwise indicated.

       

      (1)           Interest.  Calpine
Corporation, a Delaware corporation (the “Company”), promises to pay
interest on the principal amount of this Note at 7.25% per annum from
________________, 20__  until maturity.  The Company will
pay interest semi-annually in arrears on April 15 and October 15 of each year
(each, an “Interest Payment
Date”), or if any such day is not a Business Day, on the next succeeding
Business Day.  Interest on the Notes will accrue from the most recent
Interest Payment Date to which interest has been paid or, if no interest has
been paid, from the date of issuance; provided that if there is no
existing Default in the payment of interest, and if this Note is authenticated
between a record date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next succeeding Interest
Payment Date; provided
further that the first Interest Payment Date shall be _____________,
20__.  The Company will pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue principal and premium, if
any, from time to time on demand at a rate that is 1% per annum in excess of the
rate then in effect to the extent lawful; it will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent
lawful.  Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

       

      (2)           Method of
Payment.  The Company will pay interest on the Notes (except
defaulted interest) to the Persons who are registered Holders at the close of
business on April 1 or October 1 next preceding the Interest Payment Date, even
if such Notes are canceled after such record date and on or before such Interest
Payment Date, except as provided in Section 2.12 of the Indenture with respect
to defaulted interest.  The Notes will be payable as to principal,
premium, if any, and interest at the office or agency of the Company maintained
for such purpose or, at the option of the Company, payment of interest may be
made by check mailed to the Holders at their addresses set forth in the register
of Holders; provided
that payment by wire transfer of immediately available funds will be required
with respect to principal of and interest, premium on, all Global Notes and all
other Notes the Holders of which will have provided wire transfer instructions
to the Company or the Paying Agent.  Such payment will be in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

       

      (3)           Paying
Agent and Registrar.  Initially, Wilmington Trust Company, the
Trustee under the Indenture, will act as Paying Agent and
Registrar.  The Company may change any Paying Agent or Registrar
without notice to any Holder.  The Company or any of its Subsidiaries
may act in any such capacity.

       

      (4)           Indenture.  The
Company issued the Notes under an Indenture dated as of October 21, 2009 (the
“Indenture”) among the
Company, the Guarantors and the Trustee.  The Notes are subject to all
such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms.  To the extent any provision of this Note
conflicts with the express

       


      
        
          
            A-3

          

           


        

        
           


          
            

          

        

        
           


        

      


      provisions
of the Indenture, the provisions of the Indenture shall govern and be
controlling.  The Notes are secured obligations of the
Company.  The Notes are secured by a pledge of Collateral pursuant to
the Security Documents referred to in the Indenture.  The Indenture
does not limit the aggregate principal amount of Notes that may be issued
thereunder.

       

      (5)           Optional
Redemption.

       

      (a)           On
or after October 15, 2013, the Company may on any one or more occasions redeem
all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice,
at the redemption prices (expressed as percentages of principal amount) set
forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to
but excluding the applicable date of redemption, if redeemed during the
twelve-month period beginning on October 15 of the years indicated below,
subject to the rights of Holders on the relevant record date to receive interest
on the relevant interest payment date:

       

      
        	
                Year

              	
                Percentage

              
	
                2013                                                                                                  

              	
                103.625%

              
	
                2014                                                                                                  

              	
                101.812%

              
	
                2015
      and
      thereafter                                                                                                  

              	
                100.000%

              


      

       
 

      Unless
the Company defaults in the payment of the redemption price, interest will cease
to accrue on the Notes or portions thereof called for redemption on the
applicable redemption date.

       
 

      (b)           At
any time prior to October 15, 2012, the Company may on any one or more occasions
redeem up to 35% of the aggregate principal amount of Notes issued under the
Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption
price equal to 107.250% of the principal amount of the Notes redeemed, plus
accrued and unpaid interest, if any, to but excluding the date of redemption
(subject to the rights of Holders on the relevant record date to receive
interest on the relevant interest payment date), with the net cash proceeds of
one or more Equity Offerings by the Company; provided that: (i) at least
65% of the aggregate principal amount of Notes originally issued under the
Indenture (excluding Notes held by the Company and its Subsidiaries) remains
outstanding immediately after the occurrence of such redemption; and (ii) the
redemption occurs within 90 days of the date of the closing of such Equity
Offering.

       

      (c)           At
any time prior to October 15, 2013, the Company may on any one or more occasions
redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’
notice, at a redemption price equal to 100% of the principal amount of the Notes
redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if
any, to but excluding the date of redemption, subject to the rights of Holders
on the relevant record date to receive interest due on the relevant interest
payment date.

       

      (d)           At
any time and from time to time prior to October 15, 2013, but not more than once
in any twelve-month period, the Company may redeem, in the aggregate, up to 10%
of the original aggregate principal amount of Notes issued under the Indenture
at a redemption price of 103% of the principal amount thereof, plus accrued and
unpaid interest, if any, to but excluding the applicable redemption date,
subject to the rights of Holders on the relevant record date to receive interest
due on the relevant interest payment date.

       

      (6)           Mandatory
Redemption.

       

      The
Company is not be required to make mandatory redemption or sinking fund payments
with respect to the Notes.

       


      
        
          
            A-4

          

           


        

        
           


          
            

          

        

        
           


        

      


      (7)           Repurchase
at the Option of Holder.

       

      (a)      If
a Change of Control Triggering Event occurs, each Holder will have the right to
require the Company to make an offer (a “Change of Control Offer”) to
each Holder to repurchase all or any part (equal to $2,000 or an integral
multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price
in cash equal to 101% of the aggregate principal amount of Notes repurchased
plus accrued and unpaid interest, if any, on the Notes repurchased to but
excluding the date of purchase, subject to the rights of Holders on the relevant
record date to receive interest due on the relevant interest payment date (the
“Change of Control
Payment”).  Within 30 days following any Change of Control
Triggering Event, the Company will mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control Triggering
Event as required by the Indenture.

       

      (8)           Notice of
Redemption.  Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the notice
is issued in connection with a defeasance of the Notes or a satisfaction or
discharge of the Indenture.  Notes in denominations larger than $2,000
may be redeemed in part but only in whole multiples of $1,000, unless all of the
Notes held by a Holder are to be redeemed.

       

      (9)           Denominations,
Transfer, Exchange.  The Notes are in registered form without
coupons in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.  The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture.  The Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture.  The Company need
not exchange or register the transfer of any Note or portion of a Note selected
for redemption, except for the unredeemed portion of any Note being redeemed in
part.  Also, the Company need not exchange or register the transfer of
any Notes for a period of 15 days before a selection of Notes to be redeemed or
during the period between a record date and the corresponding Interest Payment
Date.

       

      (10)           Persons
Deemed Owners.  The registered Holder of a Note may be treated
as its owner for all purposes.

       

      (11)           Amendment,
Supplement and Waiver.  Subject to certain exceptions, the
Indenture or the Notes or the Note Guarantees may be amended or supplemented
with the consent of the Holders of a majority in aggregate principal amount of
the then outstanding Notes including Additional Notes, if any, voting as a
single class, and any existing Default or Event or Default or compliance with
any provision of the Indenture or the Notes or the Note Guarantees may be waived
with the consent of the Holders of a majority in aggregate principal amount of
the then outstanding Notes including Additional Notes, if any, voting as a
single class.  Without the consent of any Holder, the Indenture, the
Notes, the Note Guarantees or the Security Documents may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company’s or a Guarantor’s obligations to
Holders in case of a merger or consolidation or sale of all or substantially all
of the Company’s or such Guarantor’s assets, as applicable, to make any change
that would provide any additional rights or benefits to the Holders or that does
not adversely affect the legal rights under the Indenture of any such Holder, to
conform the text of the Indenture or the Notes to any provision of the
“Description of Notes” section of the Offering

       


      
        
          
            A-5

          

           


        

        
           


          
            

          

        

        
           


        

      


      Circular,
to the extent that such provision in that “Description of Notes” was intended to
be a verbatim recitation of a provision of the Indenture, the to enter into
additional or supplemental Security Documents or provide for additional
Collateral, to make, complete or confirm any grant of Collateral permitted or
required by the Indenture or any of the Security Documents or to release
Collateral in accordance with the terms of the Indenture and the Security
Documents, to evidence and provide for the acceptance and appointment under the
Indenture of successor trustees pursuant to the requirements thereof, to allow
any Guarantor to execute a supplemental indenture substantially in the form of
Exhibit E to the Indenture and/or a joinder to the Guarantee and Collateral
Agreement or to provide for the issuance of Additional Notes of the same or an
additional series in accordance with the limitations set forth in the Indenture
as of the date hereof.

       

      (12)           Defaults
and Remedies.  Events of Default include:  (i)
default for 30 days in the payment when due of interest on the Notes; (ii)
default in payment when due (at maturity, upon redemption or otherwise) of the
principal of, or premium, if any, on, the Notes, (iii) failure by the Company to
comply with the provisions of Sections 4.11 or 5.01 of the Indenture; (iv)
failure by the Company or any Guarantor for 60 days after notice from the
Trustee or the Holders of at least 25% in aggregate principal amount of the
outstanding Notes to comply with any of the other agreements in the Indenture or
the security documents required by the Indenture; (v)(a) default under any other
mortgage, indenture, agreement or instrument under which there may be issued or
by which there may be secured or evidenced any Indebtedness of the Company or
any Guarantor (or the payment of which is guaranteed by the Company or any
Guarantor), whether such Indebtedness or Guarantee now exists, or is created
after the date of the Indenture, if that default is caused by a failure to pay
principal of such Indebtedness at its stated final maturity (after giving effect
to any applicable grace period provided in such Indebtedness) (a “Payment Default”) or results
in the acceleration of such Indebtedness prior to its express maturity, and the
principal amount of any such Indebtedness, together with the principal amount of
any other such Indebtedness under which there has been a Payment Default or the
maturity of which has been so accelerated, aggregates $100,000,000 or more;
provided that this
clause (v)(a) shall not apply to Indebtedness that becomes due solely as a
result of the voluntary sale or transfer of property or assets to the extent
such sale or transfer is permitted by the terms of such Indebtedness; or (b) the
Company and any Guarantor shall, with respect to Limited Recourse Debt in an
aggregate principal amount in excess of $300,000,000, default in the observance
or performance of any agreement or condition relating to any such Limited
Recourse Debt or contained in any instrument or agreement evidencing, securing
or relating thereto, and such Limited Recourse Debt shall as a result thereof
become due prior to its final stated maturity; (vi) any of the Security
Documents shall cease, for any reason, to be in full force and effect (other
than in accordance with its terms) with respect to Collateral with a book value
greater than $50,000,000, or the Company or any Guarantor shall so assert, or
any Lien (affecting Collateral with a book value greater than $50,000,000)
created by any of the Security Documents shall cease to be enforceable and of
the same effect and priority purported to be created thereby (other than, in
each case, pursuant to a failure of the Trustee, the Collateral Agent, any other
agent appointed by the Trustee, the Collateral Agent or the Holders to take any
action within the sole control of such Person) (it being understood that the
release of Collateral from the Security Documents or the discharge of a
Guarantor therefrom shall not be construed (x) as any of the Security Documents
ceasing to be in full force and effect or (y) as any of the Liens created
thereunder ceasing to be enforceable or of the same priority and effect
purported to be created thereby); (vii) except as permitted by the Indenture or
the Guarantee and Collateral Agreement, any Note Guarantee of a Significant
Subsidiary ceases, for any reason, to be in full force and effect (other than in
accordance with its terms), or any Significant Subsidiary that is a Guarantor
denies or disaffirms in writing its obligations under its Note Guarantee; (viii)
the Lien subordination provisions in favor of the Holders or any other provision
of the Collateral Agency and Intercreditor Agreement

       


      
        
          
            A-6

          

           


        

        
           


          
            

          

        

        
           


        

      


      shall
cease for any reason to be valid (other than by its express terms) and, in the
case of any provision of the Collateral Agency and Intercreditor Agreement other
than the Lien subordination provisions in favor of the Holders, the result
thereof is that the interests of the Holders are materially and adversely
affected, or the Company or any Guarantor shall assert in writing that the Lien
subordination provisions in favor of the Holders or any such other provision of
the Collateral Agency and Intercreditor Agreement shall not for any reason be
valid (other than by its express terms); and (ix) certain events of bankruptcy
or insolvency described in the Indenture with respect to the Company or any
Guarantor that is a Significant Subsidiary or any group of Guarantors that,
taken together, would constitute a Significant Subsidiary.  If any
Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in aggregate principal amount of the then outstanding Notes may
declare all the Notes to be due and payable
immediately.  Notwithstanding the foregoing, in the case of an Event
of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes will become due and payable immediately without further action
or notice.  Holders may not enforce the Indenture or the Notes except
as provided in the Indenture.  Subject to certain limitations, Holders
of a majority in aggregate principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power.  The Trustee
may withhold from Holders of the Notes notice of any continuing Default or Event
of Default (except a Default or Event of Default relating to the payment of
principal or interest or premium, if any,) if it determines that withholding
notice is in their interest.  The Holders of a majority in aggregate
principal amount of the then outstanding Notes by notice to the Trustee may, on
behalf of the Holders of all of the Notes, rescind an acceleration or waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest or
premium, if any, on, or the principal of, the Notes.  The Company is
required to deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Company is required, upon becoming aware of any
Default or Event of Default, to deliver to the Trustee a statement specifying
such Default or Event of Default.

       

      (13)           Trustee
Dealings with Company.  The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

       

      (14)           No
Recourse Against Others.  A director, officer, employee,
incorporator or stockholder of the Company or any of the Guarantors, as such,
will not have any liability for any obligations of the Company or the Guarantors
under the Notes, the Note Guarantees or the Indenture or for any claim based on,
in respect of, or by reason of, such obligations or their
creation.  Each Holder by accepting a Note waives and releases all
such liability.  The waiver and release are part of the consideration
for the issuance of the Notes.

       

      (15)           Authentication.  This
Note will not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.

       

      (16)           Abbreviations.  Customary
abbreviations may be used in the name of a Holder or an assignee, such
as:  TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).

       

      (17)           CUSIP
Numbers.  Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers
in notices of redemption as a

       


      
        
          
            A-7

          

           


        

        
           


          
            

          

        

        
           


        

      


      convenience
to Holders.  No representation is made as to the accuracy of such
numbers either as printed on the Notes or as contained in any notice of
redemption, and reliance may be placed only on the other identification numbers
placed thereon.

       

      (18)           GOVERNING
LAW. THE INTERNAL LAW
OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS
NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

       

      The
Company will furnish to any Holder upon written request and without charge a
copy of the Indenture.  Requests may be made to:

       

      Calpine
Corporation

      717 Texas
Avenue, Suite 1000

      Houston,
Texas 77002

      Attention:  General
Counsel

      



      
        
          
            A-8

          

           


        

        
           


          
            

          

        

        
           


        

      


      Assignment
Form

       

      To assign
this Note, fill in the form below:

       

      (I) or
(we) assign and transfer this Note to:                           

                            
(Insert assignee’s legal name)

       

       

        
          
                      (Insert assignee’s
soc. sec. or tax I.D. no.)

      

       

       

        
          

        

      

       

        
          

        

      

       

        
          

        

      

       

        
          
                      (Print or type
assignee’s name, address and zip code)

      

       

      and
irrevocably appoint                                                                                                                                                  

      to
transfer this Note on the books of the Company.  The agent may
substitute another to act for him.

       

      Date:  _______________

       

      Your
Signature:                                     

              
(Sign exactly as your name appears on the face of
this Note)

      


      Signature
Guarantee*:  _________________________

      


      *           Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).


      
        
          
            A-9

          

           


        

        
           


          
            

          

        

        
           


        

      


      Option of
Holder to Elect Purchase

      If you
want to elect to have this Note purchased by the Company pursuant to Section
4.11 of the Indenture, check the appropriate box below:

       

      Section
4.11

       

      If you
want to elect to have only part of the Note purchased by the Company pursuant to
Section 4.11 of the Indenture, state the amount you elect to have
purchased:

       

      $_______________

      


      
        Date:  _______________

         

        Your
Signature:                                       

                (Sign
exactly as your name appears on the face of this Note)

         

        Tax
Identification No.:                                       

        
 

        Signature
Guarantee*:  _________________________



      *           Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).

      



      
        
          
            A-10

          

           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
of Exchanges of Interests in the Global Note *

       

      The
following exchanges of a part of this Global Note for an interest in another
Global Note or for a Definitive Note, or exchanges of a part of another Global
Note or Definitive Note for an interest in this Global Note, have been
made:

       

      


      
        	
                Date of Exchange

              	 	
                Amount
      of decrease in Principal Amount of

                this Global Note

              	 	
                Amount
      of increase in Principal Amount of

                this Global Note

              	 	
                Principal
      Amount

                of
      this Global Note following such decrease

                (or increase)

              	 	
                Signature
      of authorized officer of Trustee or Custodian

              
	 
      	 	 
      	 	 
      	 	 
      	 	 
      


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      
        	
                *

              	
                This schedule should be
      included only if the Note is issued in global
  form.

              


      


      
        
          
            A-11

          

           


        

        
           


          
            

          

        

        
           


          
            EXHIBIT
B

             

            


          

        

      


      FORM OF
CERTIFICATE OF TRANSFER

       

      Calpine
Corporation

      717 Texas
Avenue, Suite 1000

      Houston,
Texas 77002

      Facsimile
No.:  (832) 325-1508

       

      Wilmington
Trust Company

      1100 N.
Market Street

      Wilmington,
Delaware 19890-1615

      Facsimile
No.:  (302) 636-4145

       

      


       

      
        	
                 
      

              	
                Re:  7.25% Senior Secured
      Notes due 2017

              


      

       

      Reference
is hereby made to the Indenture, dated as of October 21, 2009 (the “Indenture”), among Calpine
Corporation, as issuer (the “Company”), the Guarantors
party thereto and Wilmington Trust Company, as trustee.  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

       

      ___________________,
(the “Transferor”) owns
and proposes to transfer the Note[s] or interest in such Note[s] specified in
Annex A hereto, in the principal amount of $___________ in such Note[s] or
interests (the “Transfer”),
to  ___________________________ (the “Transferee”), as further
specified in Annex A hereto.  In connection with the Transfer, the
Transferor hereby certifies that:

       

      [CHECK
ALL THAT APPLY]

       

      1.   ̈   Check if
Transferee will take delivery of a beneficial interest in the 144A Global Note
or a Restricted Definitive Note pursuant to Rule 144A.  The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the Securities Act of 1933, as amended (the “Securities Act”), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believes is purchasing the beneficial interest or Definitive Note for
its own account, or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such account is a
“qualified institutional buyer” within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A, and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United
States.  Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Restricted
Definitive Note and in the Indenture and the Securities Act.

       

      2.   ̈   Check if
Transferee will take delivery of a beneficial interest in the Regulation S
Global Note or a Restricted Definitive Note pursuant to Regulation
S.  The Transfer is being effected pursuant to and in
accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly,
the Transferor hereby further certifies that (i) the Transfer is not being made
to a Person in the United States and (x) at the time the buy order was
originated, the Transferee was outside the United States or such Transferor and
any Person acting on its behalf reasonably believed and believes that the
Transferee was outside the United States or (y) the transaction was executed in,
on or through the facilities of a designated offshore securities market and
neither such Transferor nor any Person acting on its behalf knows that the
transaction was prearranged with a buyer in the United States, (ii) no directed
selling

       


      
        
          
            B-1

          

           


        

        
           


          
            

          

        

        
           


        

      


      efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an Initial
Purchaser).  Upon consummation of the proposed transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Global Note and/or the
Restricted Definitive Note and in the Indenture and the Securities
Act.

       

      3.   ̈   Check and
complete if Transferee will take delivery of a beneficial interest in the IAI
Global Note or a Restricted Definitive Note pursuant to any provision of the
Securities Act other than Rule 144A or Regulation S.  The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check
one):

       

      (a)            ̈   such
Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act;

       

      or

       

      (b)            ̈   such
Transfer is being effected to the Company or a subsidiary thereof;

       

      or

       

      (c)            ̈   such
Transfer is being effected to an Institutional Accredited Investor and pursuant
to an exemption from the registration requirements of the Securities Act other
than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby
further certifies that it has not engaged in any general solicitation within the
meaning of Regulation D under the Securities Act and the Transfer complies with
the transfer restrictions applicable to beneficial interests in a Restricted
Global Note or Restricted Definitive Notes and the requirements of the exemption
claimed, which certification is supported by (1) a certificate executed by the
Transferee in the form of Exhibit D to the Indenture and (2) an Opinion of
Counsel provided by the Transferor or the Transferee (a copy of which the
Transferor has attached to this certification), to the effect that such Transfer
is in compliance with the Securities Act.  Upon consummation of the
proposed transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the IAI Global
Note and/or the Restricted Definitive Notes and in the Indenture and the
Securities Act.

       

      4.   ̈   Check if
Transferee will take delivery of a beneficial interest in an Unrestricted Global
Note or of an Unrestricted Definitive Note.

       

      (a)   ̈   Check if Transfer is pursuant to Rule
144.  (i) The Transfer is being effected pursuant to and in
accordance with Rule 144 under the Securities Act and in compliance with the
transfer restrictions contained in the Indenture and any applicable blue sky
securities laws of any state of the United States and (ii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities
Act.  Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private

       


      
        
          
            B-2

          

           


        

        
           


          
            

          

        

        
           


        

      


      Placement
Legend printed on the Restricted Global Notes, on Restricted Definitive Notes
and in the Indenture.

       

      (b)   ̈   Check if Transfer is Pursuant to
Regulation S.  (i) The Transfer is being effected pursuant to
and in accordance with Rule 903 or Rule 904 under the Securities Act and in
compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any state of the United States and (ii)
the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act.  Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

       

      (c)   ̈   Check if Transfer is Pursuant to
Other Exemption.  (i) The Transfer is being effected pursuant
to and in compliance with an exemption from the registration requirements of the
Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with
the transfer restrictions contained in the Indenture and any applicable blue sky
securities laws of any State of the United States and (ii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities
Act.  Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will not be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes or Restricted
Definitive Notes and in the Indenture.

       

      This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company.

       

      
 

      
        
          	 
      	 
      
	 
      	
                  [Insert Name of
      Transferor]

                
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title:

                


        



      Dated:  _______________________

       


      
        
          
            B-3

          

           


        

        
           


          
            

          

        

        
           


        

      


      ANNEX A
TO CERTIFICATE OF TRANSFER

       

      1.           The
Transferor owns and proposes to transfer the following:

       

      [CHECK
ONE OF (a) OR (b)]

       

      (a)       ̈   a
beneficial interest in the:

       

      (i)           ̈   144A
Global Note (CUSIP _________), or

       

      (ii)           ̈   Regulation
S Global Note (CUSIP _________), or

       

      (iii)           ̈    IAI
Global Note (CUSIP _________); or

       

      (b)   ̈    a
Restricted Definitive Note.

       

      2.           After
the Transfer the Transferee will hold:

       

      [CHECK
ONE]

       

      (a)   ̈   a
beneficial interest in the:

       

      (i)           ̈   144A
Global Note (CUSIP _________), or

       

      (ii)           ̈   Regulation
S Global Note (CUSIP _________), or

       

      (iii)           ̈   IAI
Global Note (CUSIP _________); or

       

      (iv)           ̈   Unrestricted
Global Note (CUSIP _________); or

       

      (b)   ̈   a
Restricted Definitive Note; or

       

      (c)   ̈   an
Unrestricted Definitive Note,

       

      in
accordance with the terms of the Indenture.

       


      
        
          
            B-4

          

           


        

        
           


          
            

          

        

        
           


          
             EXHIBIT
C

          

        

      


      FORM OF
CERTIFICATE OF EXCHANGE

       

      Calpine
Corporation

      717 Texas
Avenue, Suite 1000

      Houston,
Texas 77002

      Facsimile
No.:  (832) 325-1508

       

      Wilmington
Trust Company

      1100 N.
Market Street

      Wilmington,
Delaware 19890-1615

      Facsimile
No.:  (302) 636-4145

       

      
        	
                 
      

              	
                Re:  7.25% Senior Secured
      Notes due 2017

              


      

       

      (CUSIP
____________)

       

      Reference
is hereby made to the Indenture, dated as of October 21, 2009 (the “Indenture”), among Calpine
Corporation, as issuer (the “Company”), the Guarantors
party thereto and Wilmington Trust Company, as trustee.  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

       

      __________________________,
(the “Owner”) owns and
proposes to exchange the Note[s] or interest in such Note[s] specified herein,
in the principal amount of $____________ in such Note[s] or interests (the
“Exchange”).  In
connection with the Exchange, the Owner hereby certifies that:

       

      1.           Exchange
of Restricted Definitive Notes or Beneficial Interests in a Restricted Global
Note for Unrestricted Definitive Notes or Beneficial Interests in an
Unrestricted Global Note

       

      (a)   ̈ Check if Exchange is from beneficial
interest in a Restricted Global Note to beneficial interest in an Unrestricted
Global Note.  In connection with the Exchange of the Owner’s
beneficial interest in a Restricted Global Note for a beneficial interest in an
Unrestricted Global Note in an equal principal amount, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner’s own
account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Global Notes and pursuant to
and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest in an Unrestricted Global Note is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

       

      (b)   ̈ Check if Exchange is from beneficial
interest in a Restricted Global Note to Unrestricted Definitive
Note.  In connection with the Exchange of the Owner’s
beneficial interest in a Restricted Global Note for an Unrestricted Definitive
Note, the Owner hereby certifies (i) the Definitive Note is being acquired for
the Owner’s own account without transfer, (ii) such Exchange has been effected
in compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

       

      (c)   ̈ Check if Exchange is from Restricted
Definitive Note to beneficial interest in an Unrestricted Global
Note.  In connection with the Owner’s Exchange of a Restricted
Definitive Note for

       


      
        
          
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      a
beneficial interest in an Unrestricted Global Note, the Owner hereby certifies
(i) the beneficial interest is being acquired for the Owner’s own account
without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to Restricted Definitive Notes and pursuant to
and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.

       

      (d)   ̈ Check if Exchange is from Restricted
Definitive Note to Unrestricted Definitive Note.  In connection
with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note
is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Unrestricted Definitive Note is
being acquired in compliance with any applicable blue sky securities laws of any
state of the United States.

       

      2.           Exchange
of Restricted Definitive Notes or Beneficial Interests in Restricted Global
Notes for Restricted Definitive Notes or Beneficial Interests in Restricted
Global Notes

       

      (a)   ̈ Check if Exchange is from beneficial
interest in a Restricted Global Note to Restricted Definitive
Note.  In connection with the Exchange of the Owner’s
beneficial interest in a Restricted Global Note for a Restricted Definitive Note
with an equal principal amount, the Owner hereby certifies that the Restricted
Definitive Note is being acquired for the Owner’s own account without
transfer.  Upon consummation of the proposed Exchange in accordance
with the terms of the Indenture, the Restricted Definitive Note issued will
continue to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

       

      (b)   ̈ Check if Exchange is from Restricted
Definitive Note to beneficial interest in a Restricted Global
Note.  In connection with the Exchange of the Owner’s
Restricted Definitive Note for a beneficial interest in the [CHECK ONE]  ̈ 144A Global Note,  ̈ Regulation S Global
Note,   ̈
IAI Global Note with an equal principal amount, the Owner hereby certifies (i)
the beneficial interest is being acquired for the Owner’s own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States.  Upon
consummation of the proposed Exchange in accordance with the terms of the
Indenture, the beneficial interest issued will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Note and in the Indenture and the Securities Act.

       


      
        
          
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      This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company.

       

      
 

      
        
          	 
      	 
      
	 
      	
                  [Insert Name of
      Transferor]

                
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title:

                


        

Dated:  ______________________

       


      
        
          
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             EXHIBIT
D

          

        

      


      FORM OF
CERTIFICATE FROM

      ACQUIRING
INSTITUTIONAL ACCREDITED INVESTOR

       

      Calpine
Corporation

      717 Texas
Avenue, Suite 1000

      Houston,
Texas 77002

      Facsimile
No.:  (832) 325-1508

       

      Wilmington
Trust Company

      1100 N.
Market Street

      Wilmington,
Delaware 19890-1615

      Facsimile
No.:  (302) 636-4145

       

      


       

      
        	
                 
      

              	
                Re:  7.25% Senior Secured
      Notes due 2017

              


      

       

      Reference
is hereby made to the Indenture, dated as of October 21, 2009 (the “Indenture”), among Calpine
Corporation, as issuer (the “Company”), the Guarantors
party thereto and Wilmington Trust Company, as trustee.  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

       

      In
connection with our proposed purchase of $____________ aggregate principal
amount of:

       

      (a)   ̈ a beneficial interest
in a Global Note, or

       

      (b)   ̈ a Definitive
Note,

       

      we
confirm that:

       

      1.           We
understand that any subsequent transfer of the Notes or any interest therein is
subject to certain restrictions and conditions set forth in the Indenture and
the undersigned agrees to be bound by, and not to resell, pledge or otherwise
transfer the Notes or any interest therein except in compliance with, such
restrictions and conditions and the Securities Act of 1933, as amended (the
“Securities
Act”).

       

      2.           We
understand that the offer and sale of the Notes have not been registered under
the Securities Act, and that the Notes and any interest therein may not be
offered or sold except as permitted in the following sentence.  We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a “qualified institutional
buyer” (as defined therein), (C) to an institutional “accredited investor” (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
provisions of Rule 144(k) under the Securities Act or (F) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any Person purchasing the Definitive Note or beneficial interest
in a Global Note from us in a transaction meeting the requirements of clauses
(A) through (E) of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.

       


      
        
          
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      3.           We
understand that, on any proposed resale of the Notes or beneficial interest
therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions.  We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

       

      4.           We
are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2),
(3) or (7) of Regulation D under the Securities Act) and have such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of our investment in the Notes, and we and any accounts for
which we are acting are each able to bear the economic risk of our or its
investment.

       

      5.           We
are acquiring the Notes or beneficial interest therein purchased by us for our
own account or for one or more accounts (each of which is an institutional
“accredited investor”) as to each of which we exercise sole investment
discretion.

       

      You and
the Company are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.

       

      

 

      
        
          	 
      	 
      
	 
      	
                  [Insert Name of Accredited
      Investor

                
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title:

                


        



      Dated:  _______________________

       


      
        
          
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             EXHIBIT
E

          

        

      


      FORM OF
SUPPLEMENTAL INDENTURE

      TO BE
DELIVERED BY SUBSEQUENT GUARANTORS

       

      Supplemental Indenture
(this “Supplemental
Indenture”), dated as of ________________, 200__, among
__________________ (the “Guaranteeing Subsidiary”), a
subsidiary of Calpine Corporation (or its permitted successor), a Delaware
corporation (the “Company”), the Company and
Wilmington Trust Company, as trustee under the Indenture referred to below (the
“Trustee”).

       

      W I T N E
S S E T H

       

      WHEREAS,
the Company has heretofore executed and delivered to the Trustee an indenture
(the “Indenture”),
dated as of October 21, 2009 providing for the issuance of 7.25% Senior Secured
Notes due 2017 (the “Notes”);

       

      WHEREAS,
the Indenture provides that under certain circumstances the Guaranteeing
Subsidiary shall execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guaranteeing Subsidiary shall agree to guarantee all of
the Company’s Obligations under the Notes and the Indenture on the terms and
conditions set forth herein (the “Note Guarantee”);
and

       

      WHEREAS,
pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute
and deliver this Supplemental Indenture.

       

      NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing
Subsidiary and the Trustee mutually covenant and agree for the equal and ratable
benefit of the Holders as follows:

       

      1.           Capitalized
Terms.  Capitalized terms used herein without definition shall
have the meanings assigned to them in the Indenture.

       

      2.           Agreement to
Guarantee.  The Guaranteeing Subsidiary hereby agrees to become
subject to the Guarantee and Collateral Agreement pursuant to Section 4.13 of
the Indenture.

       

      4.           No Recourse Against
Others.  No past, present or future director, officer,
employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as
such, shall have any liability for any obligations of the Company or any
Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or
this Supplemental Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation.  Each Holder by
accepting a Note waives and releases all such liability.  The waiver
and release are part of the consideration for issuance of the
Notes.  Such waiver may not be effective to waive liabilities under
the federal securities laws and it is the view of the Commission that such a
waiver is against public policy.

       

      5.           NEW
YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

       

      6.           Counterparts.  The
parties may sign any number of copies of this Supplemental
Indenture.  Each signed copy shall be an original, but all of them
together represent the same agreement.

       


      
        
          
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      7.           Effect of
Headings.  The Section headings herein are for convenience only
and shall not affect the construction hereof.

       

      8.           The
Trustee.  The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the
Company.

       


      
        
          
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      IN
WITNESS HEREOF, the parties hereto have caused this Supplemental Indenture to be
duly executed and attested, all as of the date first above written.

       

      Dated:  _______________,
20___

       

      

        
          	 
      	
                  [Guaranteeing
      Subsidiary]

                
	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title:

                


        

        


         

        


         

        
          	 
      	
                  [Company]

                
	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title:

                


        

        


         

        
          	 
      	
                  [trustee],

                
	 
      	
                  as
      Trustee

                
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Authorized
      Signatory

                


        




      
        
          
            E-3