----

**EXHIBIT 10(a)**

**FIRST AMENDMENT TO SECOND AMENDEDAND RESTATED LIMITED LIABILITY COMPANY AGREEMENT**

**OF**

**ACADIA POWER PARTNERS, LLC**

**    FIRST AMENDMENT TO SECOND AMENDED ANDRESTATED LIMITED LIABILITY COMPANY AGREEMENT** (this "Amendment"),dated as of August 9, 2005, between Calpine Acadia Holdings, LLC, a Delawarelimited liability company ("Calpine"), and Acadia Power Holdings LLC, aLouisiana limited liability company ("Acadia Holdings"), as the solemembers of Acadia Power Partners, LLC, a Delaware limited liability company (the"Company").

** W I T N E S S E T H:**

**    WHEREAS**, Calpine and Acadia Holdings(collectively, the "Members") are parties to the Second Amended andRestated Limited Liability Company Agreement of Acadia Power Partners, LLC, datedas of May 9, 2003 (the "LLC Agreement"); and

**    WHEREAS**, the Members desire to amendcertain provisions of the LLC Agreement as set forth below;

**    NOW, THEREFORE**, in consideration of theagreements and obligations described herein and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,and intending to be legally bound, the Members agree as follows:

                    1. **Definitions**.  Capitalized termsused but not defined herein shall have the meanings given to them in the LLCAgreement.

                    2. **Amendments to the LLC Agreement**. In accordance with Section 22.2 of the LLC Agreement, the LLC Agreement ishereby amended as set forth below:

    2.1. **Article 5 (Joint Development ofProject)**.  A new Section 5.9 is inserted at the end of Article 5 of theLLC Agreement to read in its entirety as follows:

**            Section 5.9.  Interconnection Representative.**

**                        5.9.1. Appointment.**  So longas Calpine Energy is a party to both PPAs and is not in default of either PPA, Calpineshall be the Company's representative with respect to all issues arising out ofthe Electric Interconnection Agreements, in which capacity Calpine:

                        (a)  shall have the right to make all decisions on behalfof the Company with respect to the matters that require a decision of, ordirection from, the Company under either Electric Interconnection Agreement;

----

                        (b)  mayappoint an individual,who may or may not be Calpine's Representative, to have lead responsibility forsuch issues;

                       (c)  may act as the interfacewith, and supervise, all third parties performing work related to the Electric Interconnection Agreements;

                        (d)  shall report to the Management Committee (i) asrequested regarding the status of matters relating to the ElectricInterconnection Agreements and (ii) all major developments relating to theElectric Interconnection Agreements as circumstances warrant;

                        (e)  shall (i) provide to the Management Committee suchinformation and materials as the Management Committee or Acadia Holdings mayreasonably request and (ii) allow review by the Management Committee or AcadiaHoldings of all material work product;

                        (f)  shall cooperate with the Management Committee inperforming such tasks; and

                        (g)  shall not initiate any litigation or take any otheraction that would obligate the Company to bear any costs or expenses withoutthe prior express written consent of the Management Committee.

**                        5.9.2. Upgrades to Transmission Systems.**  IfCalpine recommends that the Company pay for any upgrade to the transmissionsystem of either Cleco Power or Entergy Gulf States pursuant to an ElectricInterconnection Agreement and the Management Committee does not approve suchexpense, Calpine shall be entitled to agree to such upgrade on behalf of theCompany so long as Calpine funds the expense for such upgrade in full.  In suchevent, Calpine shall be entitled (a) to receive the full benefit of anypayment, credit or discount received by the Company under such ElectricInterconnection Agreement to the extent attributable to Calpine's payment forsuch upgrade and (b) to assign such benefits to third parties, includingCalpine Energy.  No such payment shall be considered a Capital Contribution.

2.2.  **Article 12 (Distributions).**  Section12 of the LLC Agreement is hereby amended by (a) amending the first sentence ofSection 12.1 thereof to be and read as follows:

During each Fiscal Year within the Priority Period,if the Management Committee determines that the Company has cash availableafter payment of the Special Distribution, required operating expenses andliabilities of the Company, Reimbursable Member Expenses and ReimbursableProject Management Expenses, the Company shall distribute to Acadia Holdingscash in the amount of the Accumulated Priority Amount and the Priority Amount("Priority Distributions").

and (b) amending the first sentence of Section 12.3thereof to be and read as follows:

If at any time and from time to time (other than inconnection with the dissolution and termination of the Company pursuant to Article15), the Management Committee 

-2-

----

determines that the Company has cashavailable (or may draw on unfunded loan commitments to the extent permitted bythe Financing Documents) after payment of the Special Distribution, PriorityDistributions, required operating expenses and liabilities of the Company,Reimbursable Member Expenses and Reimbursable Project Management Expenses, theCompany shall distribute such available cash, or draw on any unfunded loancommitments to the extent permitted by the Financing Documents, and distributeall or any portion of that excess cash and drawdown funds to the Members ProRata, subject to the provisions of the Financing Documents.

    2.3.  **Appendix A (Glossary of Defined Terms).** Appendix A to the LLC Agreement is hereby amended by (a) amending thedefinition of "Electric Interconnection Agreements" to be and read as follows:

            "**Electric Interconnection Agreements**" means (a)the Amended and Restated Interconnection and Operating Agreement, dated January4, 2001, between the Company and Entergy Gulf States and (b) theInterconnection and Operating Agreement, made effective July 1, 2001, betweenCleco Power and the Company.

and (b) adding, in proper alphabetical order, newdefinitions of "Cleco Power" and "Entergy Gulf States", which shall be and readas follows:

            "**Cleco Power**" means Cleco Power LLC.

            "**Entergy Gulf States**" means Entergy Gulf States,Inc., a Texas corporation.

            3. **Effectiveness.**  The LLCAgreement, as amended hereby, shall continue to be, and shall remain, in fullforce and effect.

            4. **Headings.**  The headings of theSections of this Amendment are included for convenience only and shall not bedeemed to constitute a part of this Amendment.

            5. **Counterparts.**  This Amendment maybe executed in any number of separate counterparts, each of which when soexecuted and delivered shall be deemed an original, but all such counterpartsshall together constitute one and the same agreement.  All signatures need notbe on the same counterpart.

            6. **Governing Law.**  This Amendmentshall be governed by, and construed in accordance with, the laws of the Stateof Delaware, without reference to the conflict of laws rules thereof that woulddirect the application of the laws of another jurisdiction.

[Remainder ofpage intentionally left blank.]

 

 

-3-

----

**ACADIA POWER HOLDINGS LLC **

By   /s/  Samuel H. Charlton III              

    Name:  Samuel H. Charlton III

    Title:  Manager 

**CALPINE ACADIA HOLDINGS, LLC **

By   /s/  GregRoberts                             

    Name:  Greg Roberts

    Title:  Vice President

 

 

 

-4-

----