<PAGE>   1

                                                                   EXHIBIT 4.8.4

                            REMARKETING AGREEMENT, dated as of January 31, 2000
                     (this "Agreement"), among (i) Calpine Corporation, a
                     Delaware corporation (the "Company"), (ii) Calpine Capital
                     Trust II, a Delaware business trust (the "Trust"), (iii)
                     The Bank of New York, as Tender Agent and (iv) Credit
                     Suisse First Boston Corporation, a Massachusetts
                     corporation (together with its successors and assigns, the
                     "Remarketing Agent").


                                    RECITALS

               WHEREAS the Trust is a statutory business trust that has been
created under Delaware law and exists pursuant to the Trust Agreement (as
defined below) and a certificate of trust filed with the Delaware Secretary of
State; and

               WHEREAS the Trust is issuing on today's date or has heretofore
issued $300,000,000 (or up to $360,000,000 to the extent the option granted by
the Trust is exercised in full) aggregate Liquidation Amount (as defined below)
of Remarketable Term Income Deferrable Equity Securities (the "HIGH TIDES_")
representing preferred undivided beneficial interests in the assets of the Trust
and has used the proceeds of the HIGH TIDES, together with the proceeds of
$9,278,400 (or up to $11,134,100 to the extent the option granted by the Trust
is exercised in full) aggregate Liquidation Amount of its Common Securities (as
defined in the Trust Agreement) of the Trust, to purchase $309,278,400 (or up to
$371,134,100 to the extent the option granted by the Trust is exercised in full)
aggregate principal amount of Convertible Subordinated Debentures Due 2030 (the
"Debentures") issued by the Company pursuant to the Indenture (as defined
below);

               NOW, THEREFORE, the parties hereto agree as follows:

               1. Definitions. (a) The following terms shall have the meanings
indicated below:

               "Additional Amounts" has the meaning specified in the Indenture.

               "Administrative Trustees" has the meaning specified in the
definition of Trust Agreement in this Section 1.

               "Broker-Dealer" has the meaning assigned to such term in Section
5.



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               "Broker-Dealer Agreement" means an agreement between the
Remarketing Agent and a Broker-Dealer in substantially the form of Annex 1.

               "Business Day" means a day other than (a) a Saturday or Sunday,
(b) a day on which banking institutions in the City of New York are authorized
or required by law or executive order to remain closed, or (c) a day on which
the Property Trustee's or Debenture Trustee's Corporate Trust Office (as defined
in the Trust Agreement with respect to the Property Trustee and in the Indenture
with respect to the Debenture Trustee) is closed for business.

               "Cause" means any one of the following events or circumstances
shall have occurred and be continuing: (i) the bankruptcy or insolvency of the
Remarketing Agent; or (ii) the Remarketing Agent shall cease to be registered as
a broker-dealer under the Exchange Act.

               "Closing Price" means for any security on any day the last
reported sale price of the security on that day, or in case no sale takes place
on that day, the average of the closing bid and asked prices in each case on the
principal national securities exchange on which the securities are listed or
admitted to trading or, if not listed or admitted to trading on any national
securities exchange, on the National Market System of the National Association
of Securities Dealers, Inc. or any successor national automated interdealer
quotation system (the "NNM") or, if the securities are not listed or admitted to
trading on any national securities exchange or quoted on the NNM, the average of
the closing bid and asked prices of the security in the over-the-counter market
as furnished by any New York Stock Exchange member firm selected by the Company
for that purpose.

               "Commission" means the Securities and Exchange Commission or any
successor thereto.

               "Common Stock" has the meaning assigned to such term in the
Indenture.

               "Company" has the meaning assigned to such term in the preamble
to this Agreement.

"Comparable Treasury Issue" means the United States Treasury security selected
by the Quotation Agent as having a maturity comparable to the Remaining Life
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the Remaining Life. If no United States Treasury
security has a maturity which is within a period from three months before to
three months after the Reset Date, the two most closely corresponding United
States Treasury securities shall be used as the Comparable Treasury



<PAGE>   3

Issue, and the rate being calculated shall be interpolated or extrapolated on a
straight-line basis, rounding to the nearest month using such securities.

               "Comparable Treasury Price" means (A) the arithmetic mean of five
Reference Treasury Dealer Quotations, after excluding the highest and lowest
such Reference Treasury Dealer Quotations, or (B) if the Debenture Trustee
obtains fewer than five such Reference Treasury Dealer Quotations, the
arithmetic mean of all such Reference Treasury Dealer Quotations.

               "Convertible Remarketing" has the meaning specified in Section
2(d).

               "Debenture Trustee" means The Bank of New York, as Trustee under
the Indenture (including its successors as Debenture Trustee thereunder).

               "Debentures" has the meaning assigned to such term in the
recitals to this Agreement.

               "Declaration Trustees" means collectively, the Property Trustee,
the Delaware Trustee and the Administrative Trustees.

               "Delaware Trustee" has the meaning specified in the definition of
"Trust Agreement" in this Section 1.

               "Disclosure Documents" means the Registration Statement, or if
the Registration Statement is not required to be filed with the Commission
pursuant to Section 2(b), the Nonregistered Offering Documents, including any
preliminary offering document or Preliminary Prospectus, as applicable, and as
each may be amended or supplemented, and in each case, including any information
incorporated by reference therein.

               "Effective Time" means the date and time as of which the
Registration Statement or its most recent post-effective amendment is declared
effective by the Commission.

               "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and the rules and regulations promulgated thereunder.

               "Exchange Act Reports" means any annual or other reports of the
Company or the Trust filed with the Commission or sent to holders of their
securities, in each case pursuant to the Exchange Act.

               "Failed Final Remarketing" has the meaning specified in Section
2(d).



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<PAGE>   4

               "Failed Remarketing" means an Initial Failed Remarketing or a
Final Failed Remarketing.

               "Final Remarketing" has the meaning specified in Section 2(d).

               "Final Remarketing Period" means the period beginning on the
Business Day immediately following the Initial Remarketing Termination Date and
ending on the day which is ten (10) Business Days (or such shorter period as
shall be agreed to by the Remarketing Agent) after the Initial Remarketing
Termination Date.

               "Final Reset Date" means February 1, 2005.

               "Global Security Certificate" has the meaning assigned to (i) the
term "Global Preferred Securities" in the Trust Agreement if the Subject
Securities are HIGH TIDES or (ii) the term "Global Security" in the Indenture if
the Subject Securities are Debentures.

               "HIGH TIDES" has the meaning assigned to such term in the
recitals to this Agreement.

               "Indenture" means the Indenture, dated as of January 31, 2000,
between the Company and the Debenture Trustee, as such Indenture may from time
to time be amended, modified or supplemented.

               "Initial Failed Remarketing" has the meaning specified in Section
2(d).

               "Initial Remarketing" has the meaning specified in Section 2(d).

               "Initial Remarketing Period" means the period beginning on the
first Business Day immediately following the Tender Notification Date and ending
on the day which is ten (10) Business Days (or such shorter period as shall be
agreed to by the Remarketing Agent) after the Tender Notification Date.

               "Initial Remarketing Termination Date" means the tenth (10)
Business Day following the Tender Notification Date (or such shorter period as
shall be agreed to by the Remarketing Agent).

               "Interest" means all quarterly payments, interest on quarterly
payments not paid on the applicable Interest Payment Date and Additional
Amounts, as applicable.



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<PAGE>   5

               "Interest Payment Date" has the meaning specified in the
Indenture and the Trust Agreement.

               "Liquidation Amount" means, with respect to a HIGH TIDES or
Common Security, its stated liquidation amount of $50.

               "Market Event" means the occurrence of (i) a change in U.S. or
international financial, political or economic conditions or currency exchange
rates or exchange controls as would, in the sole judgment of the Remarketing
Agent, be likely to prejudice materially the success of the Remarketing, issue,
sale or distribution of the Subject Securities, or (ii) (A) any change, or any
development or event involving a prospective change, in the condition (financial
or other), business, properties or results of operations of the Company and its
subsidiaries taken as a whole which, in the sole judgment of the Remarketing
Agent, is material and adverse and makes it impractical or inadvisable to
proceed with completion of the Remarketing or the sale of and payment for the
Subject Securities; (B) any downgrading in the rating of the Subject Securities
or any other debt securities of the Company by any "nationally recognized
statistical rating organization" (as defined for purposes of Rule 436(g) under
the Securities Act), or any public announcement that any such organization has
under surveillance or review its rating of the Subject Securities or any other
debt securities of the Company (other than an announcement with positive
implications of a possible upgrading, and no implication of a possible
downgrading, of such rating); (C) any suspension or limitation of trading in
securities generally on the New York Stock Exchange, or any setting of minimum
prices for trading on such exchange, or any suspension of trading of any
securities of the Company on any exchange or in the over-the-counter market; (D)
any banking moratorium declared by U.S. Federal or New York authorities; or (E)
any outbreak or escalation of major hostilities in which the United States is
involved, any declaration of war by Congress or any other substantial national
or international calamity or emergency if, in the sole judgment of the
Remarketing Agent, the effect of any of the events specified in (B), (C), (D) or
(E) makes it impractical or inadvisable to proceed with completion of the
Remarketing or the sale of and payment for the Subject Securities.

               "Maximum Rate" means a rate per annum equal to the Treasury Rate
plus 6%.

               "No Registration Opinion" means an opinion of Securities Counsel
that the securities issuable in the Remarketing do not need to be registered
under the Securities Act and that no other filing of any kind is required to be
made with the Commission as a condition to the sale of such securities, which No
Registration Opinion shall be reasonably satisfactory to the Remarketing Agent
and its counsel.



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               "Nonconvertible Remarketing" has the meaning specified in Section
2(d).

               "Nonregistered Offering Documents" has the meaning specified in
Section 6(a).

               "Notice of Purchasers" means a notice delivered by the
Remarketing Agent on the Reset Date to (i) the Tender Agent if the Subject
Securities are not evidenced by a Global Security Certificate on the Reset Date
or (ii) The Depository Trust Company if the Subject Securities are evidenced by
a Global Security Certificate on the Reset Date, in either case naming the
parties who will purchase the Subject Securities from the Remarketing Agent.

               "Offering Circular" means the Confidential Offering Circular,
dated January 25, 2000, related to the initial offer and sale of the HIGH TIDES.

               "Par Amount" means $50 per Subject Security.

               "Paying Agent" has the meaning specified in the Trust Agreement.

               "Preliminary Prospectus" means each prospectus included in the
Registration Statement, or amendment thereof, before it becomes effective under
the Securities Act and any prospectus which may be filed by the Company with the
Commission pursuant to Rule 424(a) (or any successor applicable rule) of the
rules and regulations under the Securities Act (the "Rules and Regulations") in
connection with the Registration Statement.

               "Primary Treasury Dealer" has the meaning specified in the
definition of Quotation Agent in this Section 1.

               "Property Trustee" has the meaning specified in the definition of
Trust Agreement in this Section 1.

               "Prospectus" means the final prospectus which will be filed with
the Commission pursuant to Rule 424(b) (or any successor applicable rule) of the
Rules and Regulations and deemed to be a part of the Registration Statement at
the time of its effectiveness under the Securities Act pursuant to paragraph (b)
of Rule 430A (or any successor applicable rule) of the Rules and Regulations.

"Quotation Agent" means Credit Suisse First Boston Corporation and its
successors; provided, however, that if Credit Suisse First Boston Corporation
shall cease to be a primary United States Government securities dealer in The
City of New York (a



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"Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer.

               "Reference Treasury Dealer" means (i) the Quotation Agent and
(ii) any other Primary Treasury Dealer selected by the Debenture Trustee after
consultation with the Company.

               "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer, the arithmetic mean, as determined by the
Debenture Trustee of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Debenture Trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding the Reset Date.

               "Registration Statement" means a registration statement covering
the securities to be issued in the Remarketing filed with the Commission
pursuant to the Securities Act, including any amendments thereto and any
document or other information incorporated by reference therein.

               "Remaining Life" means the period beginning on (and including)
the Reset Date and ending on February 1, 2030.

               "Remarketing" has the meaning specified in Section 2(b).

               "Remarketing Agent" has the meaning assigned to such term in the
preamble to this Agreement and, upon the appointment of a successor Remarketing
Agent in accordance with Section 10, shall mean such successor Remarketing
Agent.

               "Remarketing Conditions" means the following factors: (i)
short-term and long-term market rates and indices of such short-term and
long-term rates, (ii) market supply and demand for short-term and long-term
securities, (iii) yield curves for short-term and long-term securities
comparable to the Subject Securities, (iv) industry and financial conditions
which may affect the Subject Securities, (v) the number of Subject Securities to
be remarketed, (vi) the number of potential purchasers, (vii) the current
ratings by nationally recognized statistical rating organizations of long-term
subordinated debt of the Company and of other outstanding capital securities of
the Company's trust subsidiaries, (viii) the number of shares of Common Stock,
if any, into which the Subject Securities will be convertible and (ix) the
length and type of call protections, if any.

               "Remarketing Notice" has the meaning specified in Section 2(d).



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               "Reset Date" means any date (1) not later than the Final Reset
Date, or, if such date is not a Business Day, the next succeeding Business Day
and (2) not earlier than 70 Business Days prior to the Final Reset Date, as may
be determined by the Remarketing Agent, in its sole discretion, for settlement
of a successful Remarketing.

               "Rules and Regulations" has the meaning specified in the
definition of Preliminary Prospectus in this Section 1.
               "Securities Act" means the Securities Act of 1933, as amended
from time to time, and the rules and regulations promulgated thereunder.

               "Securities Counsel" means counsel experienced in matters
relating to securities law.

               "Subject Securities" means (i) the HIGH TIDES if, on the Reset
Date, the Debentures have not been distributed to holders of HIGH TIDES in
connection with a liquidation or dissolution of the Trust or (ii) otherwise, the
Debentures.

               "Tender Agent" means (i) the Property Trustee if the Subject
Securities are HIGH TIDES or (ii) the Debenture Trustee if the Subject
Securities are Debentures.

               "Tender Notification Date" means a Business Day no earlier than
ten (10) Business Days following the date of the Remarketing Notice (or such
shorter period as shall be agreed to by the Remarketing Agent).

               "Term Call Protections" has the meaning assigned to such term in
Section 2(c).

               "Term Conversion Ratio" has the meaning assigned to such term in
Section 2(c).

               "Term Conversion Price" has the meaning assigned to such term in
Section 2(c).

               "Term Provisions" has the meaning specified in Section 2(c).

               "Term Rate" has the meaning assigned to such term in Section
2(c).

"Treasury Rate" means (i) the yield, under the heading which represents the
average for the week immediately prior to the date of calculation, appearing in
the most recently published statistical release designated H.15(519) or any
successor publication which is published weekly by the Federal Reserve and which
establishes yields on actively



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traded United States Treasury securities adjusted to constant maturity under the
caption "Treasury Constant Maturities," for the maturity corresponding to the
Remaining Life (if no maturity is within three months before or after the
Remaining Life, yields for the two published maturities most closely
corresponding to the Remaining Life shall be determined and the Treasury Rate
shall be interpolated or extrapolated from such yields on a straight-line basis,
rounding to the nearest month) or (ii) if such release (or any successor
release) is not published during the week preceding the calculation date or does
not contain such yields, the rate per annum equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using a price for
the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for the Reset Date. The Treasury
Rate shall be calculated by the Remarketing Agent on the third Business Day
preceding the Reset Date.

               "Trust" has the meaning assigned to such term in the preamble to
this Agreement.

               "Trust Agreement" means the Amended and Restated Declaration of
Trust, dated as of January 31, 2000, among the Company, as Depositor, The Bank
of New York, as Property Trustee (the "Property Trustee"), The Bank of New York
(Delaware), as Delaware Trustee (the "Delaware Trustee"), Peter Cartwright, Ann
B. Curtis and Thomas R. Mason (the "Administrative Trustees") and the holders
from time to time of undivided beneficial interests in the assets of the Trust,
as such agreement may from time to time be amended, modified or supplemented.

               (b) Capitalized terms used herein and not otherwise defined but
defined in the Trust Agreement or Indenture shall have the meanings assigned to
such terms in the Trust Agreement or the Indenture, as applicable.

               2. Acceptance and Performance of Duties. The Remarketing Agent,
the Company, the Trust and the Tender Agent agree as follows:

               (a) The Remarketing Agent will perform the duties and obligations
of Remarketing Agent for the Remarketed Securities as specified in the Trust
Agreement (if the Tendered Securities are the HIGH TIDES), the Indenture (if the
Tendered Securities are the Debentures) and in this Agreement in good faith and
in compliance with the provisions of applicable laws.

               (b) The Remarketing Agent will use its best efforts to remarket
all Subject Securities tendered or deemed tendered for sale in accordance with
the terms and provisions of this Agreement (the "Remarketing"); provided,
however, that the Remarketing Agent will not be obligated to attempt to remarket
such Subject Securities, or to determine the Term Rate pursuant to Section 2(c)
below, if (A) in the Remarketing Agent's judgment



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any (i) Disclosure Document provided by the Trust or the Company in connection
with the Remarketing or (ii) document publicly disclosed (including in a filing
pursuant to the Exchange Act) by or on behalf of the Trust or the Company,
includes any untrue statement of a material fact or omits to state any material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, unless the Remarketing Agent is
satisfied in its sole discretion that such statement or omission has been
properly corrected, (B) unless the Company provides a No Registration Opinion to
the Remarketing Agent prior to the Tender Notification Date, the Company and the
Trust (if applicable) shall have failed to have the Registration Statement
declared effective by the Commission on or prior to the Tender Notification Date
and remain effective at least through and including the Reset Date, provided
that the Registration Statement may be declared effective later than the Tender
Notification Date if the Company provides an opinion of Securities Counsel to
the Remarketing Agent to the effect that such Registration Statement need not
become effective until the date the Initial Remarketing Period is required to
commence and the Remarketing Agent consents to such delay or (C) the Company
fails to comply with the requirements set forth in Section 6(c) of this
Agreement. The Remarketing Agent may, but except as provided in Section 11 shall
not be obligated to, purchase tendered Subject Securities for its own account.

               (c) The Remarketing Agent has agreed to use its best efforts to
remarket all Subject Securities tendered for Remarketing on the Tender
Notification Date. The Remarketing Agent will establish, effective beginning on
the Reset Date, (i) the rate (the "Term Rate") per annum at which Interest will
accrue on the Subject Securities, (ii) the term conversion ratio and price,
which determine the number of shares of Common Stock, if any, into which each
Subject Security may be converted (respectively, the "Term Conversion Ratio" and
the "Term Conversion Price") and (iii) the price, manner and time, if any, at
which the Subject Securities may be redeemed (the "Term Call Protections" and
together with the Term Rate, Term Conversion Ratio and Term Conversion Price,
the "Term Provisions"). The Remarketing Agent will use its best efforts to
establish the Term Provisions most favorable to the Company consistent with the
successful remarketing of Subject Securities tendered therefor at a price equal
to 101% of the aggregate Par Amount thereof; provided that each Subject Security
will have the same Term Provisions; provided that the Term Provisions may not
permit the Company to redeem the Subject Securities for a price less than the
aggregate Par Amount thereof plus any accrued and unpaid Interest thereon; and,
provided further, that if no Subject Security is tendered for remarketing on the
Tender Notification Date, the Remarketing will not take place (although the
Remarketing will not be deemed to have failed), and the Remarketing Agent will
set the Term Provisions in a manner consistent with the Remarketing Notice that
it believes, in its sole discretion, would result in a price per Subject
Security equal to 101% of its Par Amount.



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               (d) The remarketing process will commence on the first Business
Day following the Tender Notification Date and will be conducted on the
following schedule and in the following manner:

<TABLE>
<S>                                       <C>
At Least 30 Business Days , But Not       The Trust shall cause a notice (the
More Than 90 Business Days Prior to       "Remarketing Notice") to be sent to holders of
the Final Reset Date:                     the Subject Securities stating whether it
                                          intends to remarket the Subject
                                          Securities as securities which will be
                                          convertible into Common Stock of the
                                          Company (a "Convertible Remarketing")
                                          or which will be nonconvertible (a
                                          "Nonconvertible Remarketing").

The date of the Remarketing Notice        Each outstanding Subject Security shall be
through the Tender Notification           deemed to have been tendered for remarketing
Date:                                     unless the holder thereof has given
                                          irrevocable notice to the contrary to
                                          the Tender Agent (which the Tender
                                          Agent will promptly remit to the
                                          Remarketing Agent). Such irrevocable
                                          notice, which may be telephonic or
                                          written, must be delivered prior to
                                          5:00 p.m., New York City time, on the
                                          Tender Notification Date. A holder's
                                          notice of an election to retain
                                          Subject Securities must state the
                                          number of Subject Securities to be
                                          retained (which must be all of the
                                          Subject Securities represented by the
                                          applicable certificate, unless such
                                          certificate is a Global Security
                                          Certificate), the number of the
                                          certificate representing the Subject
                                          Securities not to be deemed to have
                                          been so tendered and the number of
                                          Subject Securities represented by such
                                          certificate. Any transferee of a
                                          Subject Security for which such notice
                                          has been provided shall be bound
                                          thereby. The failure by a holder of
                                          Subject Securities to give timely
                                          notice of an election to retain all
                                          (or, in the case of a Global Security
                                          Certificate, any part) of such
                                          holder's Subject Securities will
                                          constitute the irrevocable tender for
                                          sale in the Remarketing of all the
                                          Subject Securities it holds. A holder
                                          of Subject Securities which has
</TABLE>



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<TABLE>
<S>                                       <C>
                                          not duly given notice that it will not
                                          tender and retain its Subject
                                          Securities will cease to have any
                                          further rights with respect to such
                                          Subject Securities upon the successful
                                          remarketing thereof, except the right
                                          of such holder to receive an amount
                                          equal to (i) from the proceeds of the
                                          Remarketing, 101% of the aggregate
                                          liquidation amount thereof, plus (ii)
                                          from the Company, any accrued and
                                          unpaid Interest thereon to (but
                                          excluding) the Reset Date.

Beginning the First Business Day          If any Subject Securities are tendered for
Following the Tender Notification         remarketing, the Remarketing Agent will
Date:                                     commence a Convertible Remarketing or a
                                          Nonconvertible Remarketing, as the
                                          case may be (in either case, an
                                          "Initial Remarketing"), in accordance
                                          with the terms of this Agreement and
                                          pursuant to the instructions set forth
                                          in the Remarketing Notice. The
                                          Remarketing Agent will determine, and
                                          upon request make available to
                                          interested persons nonbinding
                                          indications of, the Term Provisions
                                          based upon then-current Remarketing
                                          Conditions. The Remarketing Agent will
                                          solicit and receive orders from
                                          prospective investors to purchase
                                          tendered Subject Securities. The
                                          Initial Remarketing shall be deemed to
                                          have failed (an "Initial Failed
                                          Remarketing") if (i) despite using its
                                          best efforts, the Remarketing Agent is
                                          unable to establish, prior to the
                                          Initial Remarketing Termination Date,
                                          a Term Rate which is less than or
                                          equal to the Maximum Rate, (ii) the
                                          Remarketing Agent is excused from
                                          Remarketing the Subject Securities
                                          because of (a) the failure by the
                                          Company or the Trust to satisfy a
                                          condition in this Agreement or (b) the
                                          occurrence of a Market Event, (iii)
                                          there is no Remarketing Agent on the
                                          first day of the Initial Remarketing
                                          Period, or (iv) prior to the Initial
                                          Remarketing Termination Date, Term
</TABLE>



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<TABLE>
<S>                                       <C>
                                          Provisions are established by the
                                          Remarketing Agent, but the Remarketing
                                          Agent is unable to consummate the sale
                                          of one or more of the Subject
                                          Securities tendered for remarketing
                                          because of the occurrence of a Market
                                          Event.

Remainder of the Initial                  The Remarketing Agent will continue, if
Remarketing Period:                       necessary, using its best efforts to remarket
                                          the Subject Securities tendered for
                                          remarketing as described above,
                                          adjusting the non-binding indications
                                          of the Term Provisions necessary to
                                          establish the Term Provisions most
                                          favorable to the Company consistent
                                          with remarketing all Subject
                                          Securities tendered therefor at 101%
                                          of the Par Amount, until the Initial
                                          Remarketing is completed or is deemed
                                          to have failed. See the definition of
                                          an Initial Failed Remarketing above.
                                          Promptly upon determination of the
                                          Term Provisions, the Remarketing Agent
                                          will communicate such Term Provisions
                                          to the Tender Agent, which will
                                          communicate such Term Provisions to
                                          the Declaration Trustees (if the Trust
                                          has not dissolved), the Trust (if the
                                          Trust has not dissolved), the
                                          Debenture Trustee, the Paying Agent,
                                          the Company and each holder (if any)
                                          which timely elected not to tender all
                                          of its Subject Securities for
                                          remarketing, by delivery of a written
                                          notice or by telephone promptly
                                          confirmed by telecopy or writing.

Beginning the First Business Day          If the Initial Remarketing fails because the
Following an Initial Failed               Remarketing Agent was not able to establish a
Remarketing (if applicable):              Term Rate less than or equal to the Maximum
                                          Rate prior to the Initial Remarketing
                                          Termination Date, the Remarketing Agent will
                                          commence a second remarketing (the "Final
                                          Remarketing"), which will be a Convertible
                                          Remarketing if the Initial Remarketing was a
                                          Nonconvertible Remarketing and a
                                          Nonconvertible Remarketing if the Initial
                                          Remarketing was a Convertible Remarketing.
                                          The
</TABLE>



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<TABLE>
<S>                                       <C>
                                          Remarketing Agent will determine, and
                                          upon request make available to
                                          interested persons nonbinding
                                          indications of, the Term Provisions
                                          based upon then-current Remarketing
                                          Conditions. The Remarketing Agent will
                                          solicit and receive orders from
                                          prospective investors to purchase
                                          tendered Subject Securities. The Final
                                          Remarketing will be deemed to have
                                          failed (a "Failed Final Remarketing")
                                          if (i) despite using its best efforts,
                                          the Remarketing Agent is still not
                                          able to establish a Term Rate less
                                          than or equal to the Maximum Rate
                                          prior to the expiration of the Final
                                          Remarketing Period, (ii) the
                                          Remarketing Agent is excused from
                                          Remarketing the Subject Securities
                                          because of (a) the failure by the
                                          Company or the Trust to satisfy a
                                          condition in this Agreement or (b) the
                                          occurrence of a Market Event or (iii)
                                          Term Provisions are established by the
                                          Remarketing Agent, but the Remarketing
                                          Agent is unable to consummate the sale
                                          of one or more of the Subject
                                          Securities tendered for remarketing
                                          because of the occurrence of a Market
                                          Event.

Remainder of the Final Remarketing        The Remarketing Agent will continue, if
Period (if applicable):                   necessary, to use its best efforts to remarket
                                          the Subject Securities, as described
                                          above, adjusting the non-binding
                                          indications of the Term Provisions as
                                          necessary to establish the Term
                                          Provisions most favorable to the
                                          Company consistent with remarketing
                                          all Subject Securities tendered
                                          therefor at 101% of the Par Amount
                                          until the Final Remarketing is
                                          completed or is deemed to have failed.
                                          See the definition of a Failed Final
                                          Remarketing above. If the Remarketing
                                          Agent is able to establish a Term Rate
                                          less than or equal to the Maximum Rate
                                          during the Final Remarketing Period,
                                          it will promptly communicate such Term
                                          Provisions to the Tender Agent, which
                                          will communicate such Term Provisions
                                          to the
</TABLE>



                                       14
<PAGE>   15

<TABLE>
<S>                                       <C>
                                          Declaration Trustees (if the Trust has
                                          not dissolved), the Trust (if the
                                          Trust has not dissolved), the
                                          Debenture Trustee, the Paying Agent,
                                          the Company and each holder (if any)
                                          which timely elected not to tender all
                                          of its Subject Securities for
                                          remarketing, by delivery of a written
                                          notice or by telephone promptly
                                          confirmed by telecopy or writing.

Reset Date:                               New holders must deliver the purchase price
                                          for the remarketed securities in same-day
                                          funds to the Remarketing Agent and the
                                          Remarketing Agent will deliver such purchase
                                          price to the Tender Agent (in like funds).
                                          Settlement of transactions in connection with
                                          the remarketing will take place on the Reset
                                          Date, or such date as the Remarketing Agent
                                          may, in its sole discretion, determine, or as
                                          otherwise required by applicable law.
                                          Payments to tendering holders who hold Subject
                                          Securities in the form of one or more Global
                                          Security Certificates will be made in the
                                          manner provided in the Prospectus under
                                          "Description of HIGH TIDES--Form, Book-Entry
                                          Procedures and Transfer."  Tendering holders
                                          who hold Subject Securities in certificated
                                          form (other than in the form of Global
                                          Security Certificates) must deliver their
                                          certificates properly endorsed for transfer to
                                          the Tender Agent by 2:30 p.m. on the Reset
                                          Date (or any succeeding date) to receive
                                          payment of the purchase price for their
                                          Subject Securities.  Subject to compliance
                                          with the preceding two sentences, the Tender
                                          Agent will pay former holders the proceeds of
                                          the Remarketing of their Subject Securities by
                                          the Remarketing Agent.  In the event of a
                                          Failed Final Remarketing, the Term Rate shall
                                          be a rate equal to the Treasury Rate plus 6%
                                          per annum, the Term Conversion Price will be
                                          equal to 105% of the average Closing Price of
                                          the Company's Common Stock for the five (5)
                                          consecutive trading days after
</TABLE>



                                       15
<PAGE>   16

<TABLE>
<S>                                       <C>
                                          the Final Remarketing Period, and the
                                          Remarketing Agent shall set any other
                                          terms not provided for herein upon a
                                          Failed Final Remarketing. In the event
                                          of a Failed Final Remarketing, all
                                          outstanding Subject Securities will be
                                          redeemable by the Company, in whole or
                                          in part, at any time on or after the
                                          third anniversary of the Reset Date at
                                          a redemption price equal to 100% of
                                          the aggregate principal amount or
                                          liquidation amount, as the case may
                                          be, thereof, plus accrued and unpaid
                                          interest or distributions, as the case
                                          may be, thereon. On and after the
                                          Reset Date, the terms of all Subject
                                          Securities, whether or not tendered
                                          for remarketing, will be modified by
                                          the Term Provisions, as the same shall
                                          be established by the Remarketing
                                          Agent. If the Subject Securities are
                                          not held by The Depository Trust
                                          Company or its nominee in the form of
                                          one or more Global Security
                                          Certificates, certificates
                                          representing remarketed Subject
                                          Securities will be issued to the
                                          purchasers thereof, irrespective of
                                          whether the certificates formerly
                                          representing such Subject Securities
                                          have been delivered to the Tender
                                          Agent.
</TABLE>

               3. Representations, Warranties, Covenants and Agreements of the
Company and the Remarketing Agent. (a) The Company and the Trust each represent,
warrant, covenant and agree with the Remarketing Agent as follows:

               (i) the Company and the Trust each have full power and authority
        to enter into this Agreement and will have full power and authority to
        enter into any agreements which it may enter into in connection with the
        Remarketing; this Agreement and the transactions contemplated hereby
        have been, and each other such agreement and the transactions
        contemplated thereby will be, duly authorized, executed and delivered by
        the Company and the Trust, as applicable; and this Agreement is, and
        each such other agreement will be at the Reset Date, a valid and binding
        obligation of the Company and the Trust, as applicable, enforceable
        against the Company and the Trust, as applicable, in accordance with its
        terms;



                                       16
<PAGE>   17

               (ii) the consummation of the transactions contemplated herein do
        not now, and the consummation of the transactions contemplated in any
        other agreement entered into by the Company and the Trust, as
        applicable, in connection with the Remarketing will not, at the Reset
        Date, conflict with or constitute a breach of, or a default under, or
        result in the creation or imposition of any lien, charge or other
        encumbrance upon any property or assets of the Trust, the Company or any
        of the Company's subsidiaries pursuant to any contract, indenture,
        declaration of trust, deed of trust, mortgage, loan agreement, note,
        lease or other instrument or agreement to which the Trust, the Company
        or any of its subsidiaries is or will be a party or by which it or any
        of them may be bound, or to which any of the property or assets of any
        of them is or will be subject, nor will such actions result in any
        violation of the provisions of the certificate of incorporation, the
        by-laws or other organizational document of the Trust, the Company or
        any of its subsidiaries or any statute (including the Securities Act,
        the Exchange Act and state securities laws) or any order, rule or
        regulation of any court or governmental agency or body (including the
        Commission) which has or will have jurisdiction over the Trust, the
        Company or any of its subsidiaries or any of their material property or
        assets except for a conflict, breach, default, lien, charge or
        encumbrance which could not reasonably be expected to have a material
        adverse effect on the consummation of the transactions contemplated
        herein or therein;

               (iii) all required consents, rulings and approvals of
        governmental authorities (other than "Blue Sky" authorities) required in
        connection with the execution and delivery by the Company and the Trust
        of this Agreement and any agreement entered into by the Company and the
        Trust in connection with the transactions contemplated by any Disclosure
        Documents, and the performance by the Company and the Trust of its
        obligations hereunder and thereunder, have been obtained and are in full
        force and effect and, at the Reset Date, will have been obtained and be
        in full force and effect;

               (iv) except as disclosed in the Disclosure Documents, neither
        the Trust, the Company nor any of its subsidiaries is or, at the Reset
        Date, will be (i) in violation of its certificate of incorporation,
        by-laws or other organizational document, (ii) in default in any
        respect, and no event has occurred or will have occurred which, with
        notice or lapse of time or both, would constitute such a default, in the
        due performance or observance of any term, covenant or condition
        contained in any contract, indenture, declaration of trust, deed of
        trust, mortgage, loan agreement, note, lease or other instrument or
        agreement to which it is or will be bound or to which any of its
        properties or assets is or will be subject or



                                       17
<PAGE>   18

        (iii) in violation of any law, ordinance, governmental rule, regulation
        or court decree to which it or its property or assets may be subject;

               (v) the Disclosure Documents, including as provided in Section
        3(x), will not, at the Effective Time and thereafter through and
        including the Reset Date, contain an untrue statement of a material fact
        or omit to state a material fact required to be stated therein or
        necessary to make the statements therein not misleading; provided that
        no representation or warranty is made as to information contained in or
        omitted from the Disclosure Documents in reliance upon and in conformity
        with written information furnished to the Company by the Remarketing
        Agent specifically for inclusion therein;

               (vi) the financial statements of the Company contained (or
        incorporated by reference) in the Disclosure Documents will present
        fairly the financial position of the Company as of the dates indicated,
        and the results of operations and changes in financial position of the
        Company for the periods covered, in conformity with generally accepted
        accounting principles applied on a consistent basis, except as otherwise
        set forth therein;

               (vii) after the date of the most recent financial statements of
        the Company contained (or incorporated by reference) in the Disclosure
        Documents, there will not have been any material adverse change in the
        condition (financial or other), business, properties or results of
        operations of the Company and its subsidiaries taken as a whole, except
        as disclosed in the Disclosure Documents;

               (viii) except as disclosed in the Disclosure Documents, there
        will be no legal or governmental proceedings pending at the Reset Date
        to which the Trust, the Company or any of its subsidiaries is a party or
        of which any material property or assets of the Trust, the Company or
        any of its subsidiaries is the subject which, if determined adversely to
        the Trust, the Company or any of its subsidiaries, might have a material
        adverse effect on the condition (financial or other), business,
        properties or results of operations of the Company and its subsidiaries,
        taken as a whole;

               (ix) any description of a contract, indenture, declaration of
        trust, deed of trust, mortgage, loan agreement, note, lease or other
        instrument or agreement contained in the Disclosure Documents will be,
        at the Effective Time and thereafter through and including the Reset
        Date, true, complete and correct in all material respects; and



                                       18
<PAGE>   19

               (x) If the Registration Statement is filed, the Registration
        Statement at the Effective Time will conform to the requirements of the
        Securities Act and the Rules and Regulations and will not contain an
        untrue statement of a material fact or omit to state a material fact
        required to be stated therein or necessary to make the statements
        therein not misleading, and the Prospectus, as of the Effective Time and
        thereafter through and including the Reset Date, will conform to the
        requirements of the Securities Act and the Rules and Regulations and
        will not include any untrue statement of a material fact or omit to
        state a material fact necessary in order to make the statements therein,
        in the light of the circumstances under which they were made, not
        misleading; provided that no representation or warranty is made as to
        information contained in or omitted from any Preliminary Prospectus, the
        Registration Statement or the Prospectus in reliance upon and in
        conformity with written information furnished to the Company by the
        Remarketing Agent specifically for inclusion therein.

               (b) The Remarketing Agent represents, warrants, covenants and
agrees with the Company that if it shall not have received a No Registration
Opinion and the Registration Statement shall not be effective on the Tender
Notification Date (or such later date as may be provided in Section 2(b)), the
Remarketing Agent will offer and sell the Subject Securities only in compliance
with the federal and state securities laws applicable to unregistered sales of
securities in effect at the time of the Remarketing.

               4. Fees and Expenses. (a) The Company agrees to pay to the
Remarketing Agent upon settlement of the transactions contemplated by the
Remarketing (i) as compensation for its services hereunder, a fee equal to 1% of
the aggregate Par Amount of outstanding Subject Securities on the Reset Date
upon settlement of the transactions contemplated by the Remarketing, plus (ii)
all out-of-pocket expenses reasonably incurred by the Remarketing Agent in
connection with the performance of its duties; provided that if both the Initial
Remarketing and the Final Remarketing fail, the Company shall not be required to
pay any fees to, or reimburse any out-of-pocket expenses of, the Remarketing
Agent.

               (b) The Remarketing Agent acknowledges and agrees that the
performance of its duties hereunder will be without charge to holders or
purchasers of the Subject Securities other than the Company.

               5. Broker-Dealer Participation. The Remarketing Agent shall enter
into Broker-Dealer Agreements with all broker-dealers ("Broker-Dealers"), if
any, which it selects to have participate in the remarketing process; provided
that (i) such Broker-Dealers agree to comply with the terms of this Agreement,
including the terms of Section 3(b) of this Agreement, (ii) any fees or
commissions paid to the Broker-Dealers



                                       19
<PAGE>   20

shall be paid by the Remarketing Agent out of the fees it is paid pursuant to
Section 4(a), and (iii) the Remarketing Agent agrees to provide to the Company
an executed copy of each Broker-Dealer Agreement. None of the Remarketing Agent,
the Trust and the Company shall be responsible for the out-of-pocket expenses of
such Broker-Dealers or for ensuring compliance by such Broker-Dealers with the
terms of this Agreement (except, with respect to the Remarketing Agent, as
specifically set forth in the Broker-Dealer Agreement).

               6. Disclosure Documents and Other Information. (a) If (i) the
Registration Statement is not required to be filed with the Commission pursuant
to the provisions of Section 2(b) of this Agreement and (ii) the Remarketing
Agent determines that it is necessary or desirable to use a disclosure document
in connection with the performance of its obligation to remarket the Subject
Securities, the Remarketing Agent will notify the Company and the Company and
the Trust will provide to the Remarketing Agent prior to the Tender Notification
Date at the Company's expense a disclosure document or documents reasonably
satisfactory to the Remarketing Agent and its counsel in respect of the Subject
Securities (collectively, and including any documents or other information
incorporated by reference therein, the "Nonregistered Offering Documents"). The
Company and the Trust will supply the Remarketing Agent at the Company's expense
with such number of copies of the Disclosure Documents as the Remarketing Agent
reasonably requests from time to time. The Company will supplement and amend the
Disclosure Documents so that at all times they will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements in the Disclosure Documents, in light of the circumstances under
which they were made, not misleading.

               (b) The Company and the Trust each agrees to furnish to the
Remarketing Agent (i) as promptly as practicable after they are available, all
regular and periodic reports, if any, which the Company or the Trust files with
the Commission, if any, under the Exchange Act and all reports which the Company
or the Trust provides generally to holders of its publicly held securities and
(ii) from time to time, such other information concerning the Company and the
Trust as the Remarketing Agent may reasonably request.

               (c) The Company and the Trust will provide the Remarketing Agent
with such certificates, opinions of counsel, accountants' letters and other
support for the information contained in any Disclosure Documents as the
Remarketing Agent and its counsel may reasonably request.



                                       20
<PAGE>   21

               (d) If the Registration Statement is filed with the Commission,
the Company and the Trust agree that they will:

               (i) prepare the Registration Statement in conformity with the
        requirements of the Securities Act and the Rules and Regulations;

               (ii) cause the Registration Statement to become effective prior
        to the Tender Notification Date (or such later date as may be permitted
        in accordance with the provisions of Section 2(b));

               (iii) prepare the Prospectus in a form approved by the
        Remarketing Agent and file the Prospectus in accordance with Rule 424(b)
        (or any successor applicable rule) under the Securities Act and Rule
        430A(a)(3) (or any successor applicable rule) under the Securities Act;
        make no further amendment or any supplement to the Registration
        Statement or to the Prospectus except as permitted herein; advise the
        Remarketing Agent, promptly after it receives notice thereof, of the
        time when any amendment to the Registration Statement has been filed or
        becomes effective or any supplement to the Prospectus or any amended
        Prospectus has been filed and furnish the Remarketing Agent with copies
        thereof; advise the Remarketing Agent, promptly after it receives notice
        thereof, of the issuance by the Commission of any stop order or of any
        order preventing or suspending the use of any Preliminary Prospectus or
        the Prospectus, of the suspension of the qualification of the securities
        covered by such Registration Statement for offering or sale in any
        jurisdiction, of the initiation or threatening of any proceeding for any
        such purpose, or of any request by the Commission for the amending or
        supplementing of the Registration Statement or the Prospectus or for
        additional information; and in the event of the issuance of any stop
        order or of any order preventing or suspending the use of any
        Preliminary Prospectus or the Prospectus or suspending any such
        qualification, promptly use its reasonable best efforts to obtain its
        withdrawal;

               (iv) furnish promptly to the Remarketing Agent and to counsel for
        the Remarketing Agent a signed copy of the Registration Statement as
        originally filed with the Commission, and each amendment thereto filed
        with the Commission, including all consents and exhibits filed
        therewith;

               (v) deliver promptly to the Remarketing Agent such number of the
        following documents as the Remarketing Agent shall reasonably request:
        (1) conformed copies of the Registration Statement as originally filed
        with the Commission and each amendment thereto (in each case excluding
        exhibits) and (2) each Preliminary Prospectus, the Prospectus and any
        amended or supplemented Prospectus; and, if the delivery of a Prospectus
        is required at any time



                                       21
<PAGE>   22

        after the Effective Time in connection with the offering or sale of the
        securities covered by the Registration Statement and if at such time any
        events shall have occurred as a result of which the Prospectus as then
        amended or supplemented would include an untrue statement of a material
        fact or omit to state any material fact necessary in order to make the
        statements therein, in the light of the circumstances under which they
        were made when such Prospectus is delivered, not misleading, or, if for
        any other reason it shall be necessary to amend or supplement the
        Prospectus in order to comply with the Securities Act, notify the
        Remarketing Agent and, upon its request, prepare and furnish without
        charge to the Remarketing Agent as many copies as the Remarketing Agent
        may from time to time reasonably request of an amended or supplemented
        Prospectus which will correct such statement or omission or effect such
        compliance;

               (vi) file promptly with the Commission any amendment to the
        Registration Statement or the Prospectus or any supplement to the
        Prospectus that may, in the judgment of the Trust, the Company or the
        Remarketing Agent, be required by the Securities Act or requested by the
        Commission;

               (vii) prior to filing with the Commission any amendment to the
        Registration Statement or supplement to the Prospectus or any Prospectus
        pursuant to Rule 424 (or any applicable successor rule) of the Rules and
        Regulations, furnish a copy thereof to the Remarketing Agent and counsel
        for the Remarketing Agent;

               (viii) as soon as practicable after the Effective Time, make
        generally available to the Trust's and the Company's security holders
        and deliver to the Remarketing Agent an earnings statement of the
        Company and its subsidiaries (which need not be audited) complying with
        Section 11(a) (or any applicable successor section) of the Securities
        Act and the Rules and Regulations (including, at the option of the
        Company, Rule 158 (or any applicable successor rule));

               (ix) promptly from time to time take such action as the
        Remarketing Agent may request to qualify the securities covered by the
        Registration Statement for offering and sale under the securities laws
        of such jurisdictions as the Remarketing Agent may request and to take
        all steps necessary to comply with such laws so as to permit the
        continuance of sales and dealings therein in such jurisdictions for as
        long as may be necessary to complete the distribution of the Subject
        Securities; provided, however, that in connection therewith the Trust or
        the Company will not be required to qualify as a foreign corporation or
        to file a general consent to service of process in any jurisdiction
        where it is not so qualified; and



                                       22
<PAGE>   23

               (x) use its best effort to have the Subject Securities listed on
        any securities exchange or quoted in any automated inter-dealer
        quotation system reasonably requested by the Remarketing Agent.

               7. Indemnification. (a) The Company and the Trust will indemnify
and hold harmless the Remarketing Agent its partners, directors and officers and
each person, if any, who controls such Remarketing Agent within the meaning of
Section 15 of the Securities Act against any losses, claims, damages or
liabilities, joint or several, to which the Remarketing Agent may become
subject, under the Securities Act or the Exchange Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any Disclosure Document, or any amendment or
supplement thereto, or any Exchange Act Report or arise out of or are based upon
the omission or alleged omission to state therein a material fact necessary in
order to make the statements therein not misleading, in the light of the
circumstances under which they were made, and will reimburse the Remarketing
Agent for any legal or other expenses reasonably incurred by the Remarketing
Agent in connection with investigating or defending any such loss, claim, damage
liability or action as such expenses are incurred; provided, however, that the
Company and the Trust will not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement in or omission or alleged omission from
any Disclosure Document in reliance upon and in conformity with written
information furnished to the Company and the Trust by the Remarketing Agent
specifically for use therein.

               (b) The Remarketing Agent will indemnify and hold harmless the
Company and the Trust and their respective directors, officers and trustees and
each person, if any, who controls the Company within the meaning of Section 15
of the Securities Act, against any losses, claims, damages or liabilities to
which the Company or the Trust may become subject, under the Securities Act or
the Exchange Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Disclosure Documents, or any amendment or supplement thereto, or arise out
of or are based upon the omission or the alleged omission to state therein a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, in each case to
the extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company or the Trust by the
Remarketing Agent specifically for use therein, and will reimburse any legal or
other expenses reasonably incurred by the Company or the Trust in connection
with investi-



                                       23
<PAGE>   24

gating or defending any such loss, claim, damage, liability or action as such
expenses are incurred.

               (c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under subsection (a) or (b) above, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve the indemnifying party from any liability which it may have to any
indemnified party otherwise than under subsection (a) or (b) above. In case any
such action is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party will
not be liable to such indemnified party under this Section for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened action in respect of
which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party unless such settlement
includes (i) an unconditional release of such indemnified party from all
liability on any claims that are the subject matter of such action and (ii) does
not include a statement as to, or an admission of, fault, culpability or a
failure to act by or on behalf of an indemnified party.

               (d) If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Company on the one hand and the Remarketing Agent on the other from the
Remarketing of the Subject Securities in accordance with this Agreement or (ii)
if the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the
Company on the one hand and the Remarketing Agent on the other in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and the Remarketing
Agent on the other shall be deemed to be in the same



                                       24
<PAGE>   25

proportion as the aggregate outstanding Liquidation Amount (if the Subject
Securities are HIGH TIDES) or principal amount (if the Subject Securities are
Debentures) bear to the fees received by the Remarketing Agent from the Company
under this Agreement. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company or the Remarketing Agent and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The amount paid by an indemnified
party as a result of the losses, claims, damages or liabilities referred to in
the first sentence of this subsection (d) shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding the provisions of this subsection (d), the
Remarketing Agent shall not be required to contribute any amount in excess of
the amount by which the aggregate outstanding Liquidation Amount (if the Subject
Securities are HIGH TIDES) or principal amount (if the Subject Securities are
Debentures) of the Subject Securities remarketed exceeds the amount of any
damages which the Remarketing Agent has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission.

               (e) The obligations of the Company and the Trust under this
Section shall be in addition to any liability which the Company and the Trust
may otherwise have and shall extend, upon the same terms and conditions, to each
person, if any, who controls the Remarketing Agent within the meaning of the
Securities Act or the Exchange Act; and the obligations of the Remarketing Agent
under this Section shall be in addition to any liability which the Remarketing
Agent may otherwise have and shall extend, upon the same terms and conditions,
to each person, if any, who controls the Company or the Trust within the meaning
of the Securities Act or the Exchange Act.

               8. Remarketing Agent's Liabilities. The Remarketing Agent shall
incur no liability to the Company, the Debenture Trustee, the Property Trustee,
the Administrative Trustees, the Delaware Trustee, the Tender Agent or any
holder of Subject Securities for its actions as Remarketing Agent pursuant to
the terms hereof and of the Trust Agreement or Indenture without gross
negligence or in the absence of wilful misconduct. The undertaking of the
Remarketing Agent to remarket any Subject Securities shall be on a "best
efforts" basis.

               9. Termination. This Agreement will terminate upon the earliest
to occur of the following: (i) the written agreement of all parties hereto; (ii)
the date that no Debenture is outstanding; and (iii) the day immediately
following the Reset Date. The provisions of Sections 7, 8, 11 and 12 hereof will
continue in effect as to actions



                                       25
<PAGE>   26

prior to the date of termination, and each party will pay to the others any
amounts owing at the time of termination.

               10. Resignation and Removal; Appointment of Successor. (a) The
Remarketing Agent may resign at any time hereunder by giving at least 30 days'
written notice thereof to the Company and the Tender Agent. No successor need
have accepted its appointment for such resignation to be effective.

               (b) The Remarketing Agent may be removed at any time for Cause by
the holders of a majority in aggregate Par Amount of the Subject Securities
outstanding, by written notice to the Remarketing Agent, the Tender Agent and
the Company. No successor need have accepted its appointment for such removal to
be effective.

               (c) If the Remarketing Agent resigns or is removed in accordance
with Section 10(b), the Company will use its best efforts to appoint as the
successor Remarketing Agent hereunder an investment bank, broker, dealer or
other organization which, in the judgment of the Company, is qualified to
remarket the Subject Securities and to establish the Term Provisions. If the
Company fails to so appoint a successor Remarketing Agent reasonably promptly,
in light of the proximity of the Tender Notification Date, or if such successor
fails to accept such appointment, the holders of not less than 25% in aggregate
Par Amount of the Subject Securities outstanding, by written notice to the
Tender Agent and the Company, may appoint a successor Remarketing Agent which is
an investment bank, broker, dealer or other organization qualified to remarket
the Subject Securities and to establish the Term Provisions; provided that for
purposes of determining the holders of not less than 25% in aggregate Par Amount
of the Subject Securities outstanding, Subject Securities owned by the Company,
the Trust or any trustee or administrator of the Trust or any affiliate of any
of the foregoing shall be disregarded and deemed not to be outstanding.

               (d) A successor Remarketing Agent shall accept its appointment by
executing and delivering a written instrument of acceptance to the Tender Agent
and the Company.

               (e) The provisions of Sections 7, 8, 11 and 12 hereof will
continue in effect as to actions of the Remarketing Agent prior to the date of
resignation or removal, and the Remarketing Agent will pay to and have the right
to receive from the other parties hereto any amounts owing at the time of such
event.

               (f) The Tender Agent shall provide written notice of each
resignation and each removal of the Remarketing Agent and each appointment of a
successor Remarketing Agent and such successor's acceptance thereof by
first-class mail, postage



                                       26
<PAGE>   27

prepaid, to the holders of the Subject Securities as their names and addresses
appear in the applicable register.

               (g) Any corporation or other entity into which the Remarketing
Agent may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Remarketing Agent may be a party, or any corporation succeeding to all or
substantially all of the business of the Remarketing Agent, shall be the
successor of the Remarketing Agent hereunder, without the execution or filing of
any paper or any further act on the part of any of the parties hereto.

               11. Dealing in Subject Securities by Remarketing Agent. The
Remarketing Agent, either as principal or agent, may buy, sell, own, hold and
deal in Subject Securities, and may join in any action which any owner of the
Subject Securities may be entitled to take with like effect as if it did not act
in any capacity hereunder. Except as provided in the next succeeding sentence,
the Remarketing Agent is under no obligation at any time to purchase Subject
Securities. If the Term Rate is established by the Remarketing Agent but on the
Reset Date the Remarketing Agent is unable to consummate the sale of one or more
Subject Securities tendered for remarketing, the Remarketing Agent shall
purchase such Subject Securities on the Reset Date for 101% of their aggregate
Par Amount; provided, however, that the Remarketing Agent shall have no
obligation to purchase such Subject Securities in the event of a Failed
Remarketing. The Remarketing Agent agrees that the purchase of Subject
Securities for its own account or the account of its affiliates will be upon
terms no more favorable to it than those pertaining to the purchase of Subject
Securities in the market (which shall be determined by the Remarketing Agent in
its sole discretion) in general at the time of such purchase and that neither it
nor its affiliates will elect to retain Subject Securities on the Reset Date if
the Subject Securities could be remarketed pursuant to this Agreement on terms
more favorable to the Trust or the Company than the terms upon which the
Remarketing Agent or such affiliates would continue to hold it. The Remarketing
Agent, either as principal or agent, may also engage in or be interested in any
financial or other transaction with the Trust or the Company and may act as
depository, trustee or agent for any committee or body of owners of Subject
Securities or other obligations of the Trust or the Company as freely as if it
had no obligations hereunder or under the Trust Agreement or Indenture.

               12. Records. The Remarketing Agent agrees to keep books and
records relating to its activities as Remarketing Agent in accordance with
standard industry practice.



                                       27
<PAGE>   28

               13. Purchase and Sales by Company. While the Company and its
affiliates may from time to time purchase, hold and sell Subject Securities, the
Company and the Remarketing Agent acknowledge that neither the Company nor any
affiliate of the Company may acquire or bid to acquire Subject Securities on the
Reset Date or submit orders in the Remarketing. The Remarketing Agent agrees
that it will not knowingly remarket any Subject Securities to the Company or any
of its affiliates.

               14. Communication of Remarketing Conditions. The Remarketing
Agent agrees, upon request from time to time by any holder of Subject Securities
and to the extent the Remarketing Agent deems advisable, to advise such holder
of current Remarketing Conditions.

               15. Notices. Unless otherwise provided herein, all notices,
requests, demands and formal actions hereunder shall be in writing and mailed or
sent by facsimile transmission or delivered, as follows:

               If to the Company:

                      Calpine Corporation
                      50 West San Fernando Street
                      San Jose, California 95113
                      Attention: Secretary
                      Telephone: (408) 995-5115
                      Telecopy:  (408) 995-0505

               If to the Tender Agent:

                      The Bank of New York, as Tender Agent
                      101 Barclay Street
                      Floor 21 West
                      New York, New York 10286
                      Telephone: (212) 815-5783
                      Telecopy:  (212) 815-5915



                                       28
<PAGE>   29

               If to the Trust:

                      c/o Calpine Corporation
                      50 West San Fernando Street
                      San Jose, California 95113
                      Attention: Secretary
                      Telephone:  (408) 995-5115
                      Telecopy:   (408) 995-0505

               If to the Remarketing Agent:

                      Credit Suisse First Boston Corporation
                      Eleven Madison Avenue
                      New York, New York 10010-3629
                      Attention: Transactions Advisory Group - Joseph D. Fashano
                      Telephone: (212) 325-2107
                      Telecopy: (212) 325-4296

               Each of the above parties may, by written notice given hereunder
to the others, designate any further or different addresses or telecopier
numbers to which subsequent notices, certificates, requests or other
communications shall be sent. In addition, the parties hereto may agree to any
other means by which subsequent notices, certificates, requests or other
communications may be sent.

               16. Successors and Assigns. This Agreement shall be binding upon,
inure to the benefit of and be enforceable by, the respective successors and
assigns of the Company, the Trust, the Tender Agent, the Remarketing Agent and
the holders of the Subject Securities.

               17. The Tender Agent. In serving as the Tender Agent hereunder,
the Debenture Trustee shall be entitled to the protections and benefits of
Sections 6.01(d), 6.03, 6.06 and 12.07 of the Indenture and the Property Trustee
shall be entitled to the protections and benefits of Sections 3.09, 3.10 and
10.04 of the Trust Agreement.

               18. Entire Agreement. Except as otherwise provided herein, this
Agreement contains the entire agreement between the parties relating to the
subject matter hereof, and there are no other representations, endorsements,
promises, agreements or understandings, oral, written or inferred, among the
parties.



                                       29
<PAGE>   30

               19. Descriptive Headings. The descriptive headings of the several
sections of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement.

               20. Amendment; Waiver. (a) This Agreement shall not be deemed or
construed to be modified, amended, rescinded, canceled or waived, in whole or in
part, except by a written instrument signed by a duly authorized representative
of each of the Company, the Tender Agent, the Administrative Trustees and the
Remarketing Agent.

               (b) Failure of any party to exercise any right or remedy under
this Agreement in the event of a breach hereof by the other party shall not
constitute a waiver of any such right or remedy with respect to any subsequent
breach.

               21. Severability. If any clause, provision or section of this
Agreement shall be ruled invalid or unenforceable by any court of competent
jurisdiction, the invalidity or unenforceability of such clause, provision or
section shall not affect any of the remaining clauses, provisions or sections
hereof.

               22. Execution in Counterparts. This Agreement may be executed in
several counterparts, each of which shall be deemed an original and all of which
shall constitute but one and the same instrument. It shall not be necessary in
making proof of this Agreement to produce or account for more than one such
counterpart signed by the party against which enforcement of this Agreement is
sought.

               23. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES HERETO SHALL BE GOVERNED BY,
THE LAW OF THE STATE OF NEW YORK.

                            [SIGNATURE PAGE FOLLOWS]



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<PAGE>   31

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


                               CALPINE CORPORATION


                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:

                                    CALPINE CAPITAL TRUST II


                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:  Administrative Trustee


                                    THE BANK OF NEW YORK, as Tender Agent,


                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:

                                    CREDIT SUISSE FIRST BOSTON
                                    CORPORATION,


                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:



                                       31