FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

                        (_________ PROJECT)

	This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT 
AGREEMENT, dated as of February __, 1997 (the "First Amendment") 
is made by and between FIRST BANK NATIONAL ASSOCIATION, a 
national banking association duly existing under the laws of the 
United States of America as Trustee and as Lender ("Trustee" or 
"Lender"), and ___________, a general partnership organized and 
existing under the laws of the State of California, as borrower 
("Borrower" or "_____").

W I T N E S S E T H 

	WHEREAS, Coso Funding Corp. ("Coso Funding") is a 
corporation established for the purpose of issuing notes (the 
"Notes"), as principal and as agent for the Partnerships, 
pursuant to the Trust Indenture, dated as of December 16, 1992 
(the "Original Indenture"), between Coso Funding and First Bank, 
National Association (as successor to Bank of America National 
Trust and Savings Association), as trustee (the "Trustee"); and 

	WHEREAS, on December 16, 1992, Coso Funding issued and sold 
the Initial Notes in the aggregate principal amount of 
$560,245,000; and 

 	WHEREAS, the proceeds of the Initial Notes were used (i) to 
finance the purchase by Coso Funding of outstanding secured 
indebtedness of each of Coso Energy Developers, a California 
general partnership ("CED"), Coso Power Developers, a California 
general partnership ("CPD") and Coso Finance Partners ("CFP"), 
(ii) to finance capital expenditures relating to each of such 
Partnership's Projects, (iii) to fund certain reserves under this 
Indenture and (iv) to pay Transaction Costs; and 

	WHEREAS, the principal and interest payments on the Initial 
Notes will be serviced by repayment of loans made by Coso Funding 
to the Partnerships, pursuant to separate Amended and Restated 
Credit Agreements, each dated as of December 16, 1992 (the 
"Original Credit Agreements"), with each of ______ (such Original 
Credit Agreement with _____, the "Original ___ Credit Agreement", 
and such Original ___ Credit Agreement as amended, modified and 
supplemented by this First Amendment, this "Credit Agreement"), 
[CFP], [CED] and [CPD], and guaranteed by the Partnerships; and 

	WHEREAS, pursuant to the Original Indenture, the 
Partnerships have funded and maintained moneys in the Debt 
Service Reserve Fund; and 

	WHEREAS, Coso Funding and the Partnerships propose to amend 
and supplement the Original Indenture, the Original Credit 
Agreements and other Financing Documents to permit the use of a 
Debt Service Reserve Letter of Credit to satisfy the obligation 
to maintain moneys in the Debt Service Reserve Fund; and

	WHEREAS, Section 10.03 of the Original Indenture permits the 
parties to amend the Original ___ credit Agreement in the manner 
contemplated by this First Amendment upon notice to and the 
written approval or consent of the owners of not less than 66-
2/3% in aggregate principal amount of the Notes then Outstanding, 
which consent has been obtained, and upon the consent and 
agreement of the Trustee.

	NOW, THEREFORE, for and in consideration of the premises and 
the mutual covenants hereinafter contained, the parties hereto 
formally covenant, agree and bind themselves as follows: 

ARTICLE I - DEFINITIONS

	Section 1.1.	Definitions.  Capitalized terms used and not 
otherwise defined herein shall have the meanings as used for 
purposes of the Original ___ Credit Agreement.

ARTICLE I - AMENDMENT

	Section 2.1.	Other Debt.  Section 4.10(a) of the Original 
___ Credit Agreement is hereby amended by deleting the 
parenthetical "(obligations and debt described in subparts (i) to 
(ix) of this Section may be referred to herein as "Permitted 
Indebtedness")." and replacing it with the following: 

	and (x) (A) Debt incurred under a Debt Service Reserve 
LOC Reimbursement Agreement or LOC Support Loans or (B) 
guarantees of Debt incurred by another Partnership 
under Section 4.10(a) (x) (A) of such Partnership's 
Credit Agreement (obligations and Debt described in 
subparts (i) to (x) of this Section may be referred to 
here as "Permitted Indebtedness").

	Section 2.2.	Other Debt.	Section 4.10(b) of the 
Original ___ Credit Agreement is hereby amended by deleting the 
current Section 4.10(b) and replacing it with the following:

	(b)	Debt of Borrower existing pursuant to clause (iv), 
(v) or (x) of Section 4.10(a), together with Debt of 
___ existing pursuant to clause (iv), (v) or (x) of 
Section 4.10(a) of the Credit Agreement with respect to 
the ________ Project and Debt of _____________ existing 
pursuant to clause (iv), (v) or (x) of Section 4.10(a) 
of the Credit Agreement with respect to the _____ 
Project, shall not in the aggregate, without 
duplication, exceed two hundred million dollars 
($200,000,000) at any point in time.  For purposes of 
compliance with this Section 4.10(b), the managing 
partner of Borrower shall, upon the reasonable request 
of the managing partner of ________ of ________ or 
Lender, promptly provide ___ or ___ or Lender a 
schedule which shows existing and projected levels of 
Debt pursuant to clause (iv), (v) or (x) of Section 
4.10(a).  In addition, any Debt of Borrower incurred or 
existing pursuant to clause (iv), or (v) of Section 
4.10(a) shall (i) be fully subordinated as provided in, 
and shall include, the Subordination Provisions 
attached hereto as Exhibit F and (ii) state that such 
Debt complies with the Credit Agreement.  In addition, 
any Debt of Borrower incurred or existing pursuant to 
clause (x) of Section 4.10(a) shall (I) be subordinated 
as provided in, and shall include, the Subordination 
Provisions attached hereto as Exhibit G and (ii) state 
that such Debt complies with the Credit Agreement. 

	Section 2.3.	Amendments to Definitions.  Exhibit A of the 
Original ___ Credit Agreement is hereby amended by amending the 
following definitions in the appropriate alphabetical order:

		(i)	in the definition of "Credit Agreement", inserting 
the phrase ", as amended or supplemented" immediately after 
"1992" in each place where "1992" appears. 

		(ii)	in the definition of "Mortgage", inserting the 
phrase ", in each case as modified or sdupplemented," in the 
first line of such definition after the phrase "as the 
context requires.".

		(iii)	in the definition of "Subordinated Permitted 
Indebtedness", deleting the phrase "(v) and (vi)" and 
replacing it with "(v), (vi) and (x)".

		iv)	in the definition of "Partnership Documents", 
inserting the phrase ", in each case as modified or 
supplemented" at the end of such definition immediately 
prior to the period.

		(v)	in the definition of "Pledge Agreements", 
inserting the phrase ", in each case as modified or 
supplemented," in the second line of such definition after 
the phrase "as the context requires,".

		(vi)	in the definition of "Security Agreement", 
inserting the phrase ", in each case as modified or 
supplemented," in the second line of such definition after 
the phrase "as the context requires,".

		(vii)	in the definition of "Support Loan 
Agreement", inserting the phrase ", in each case as amended 
or supplemented," in the second line of such definition 
after the phrase "as the context requires," and inserting 
the phrase "(not including any LOC Support Loan Agreement)" 
after the phrase "any similar agreement" in each case where 
"any similar agreement" appears. 

	Section 2.4.	New Definitions.  Exhibit A of the Original 
___ Credit Agreement is hereby amended by adding the following 
definitions in the appropriate alphabetical order:

			"Available Amount" means, in relation to each 
Partnership, the maximum amount available to be drawn from 
time to time under the Debt Service Reserve Letter of Credit 
in respect of such Partnership.

			"Debt Service Reserve Letter of Credit" means one 
or more irrevocable, direct pay letters of credit issued by 
the Debt Service Reserve LOC Provider in favor of the 
Trustee in support of any obligations to fund the Debt 
Service Reserve Fund under the Financing Documents.

			"Debt Service Reserve LOC Provider" means the 
commercial bank(s) or other financial institution(s) issuing 
the Debt Service Reserve Letter of Credit. 

			"Debt Service Reserve LOC Reimbursement Agreement" 
means an agreement for the issuance of a Debt Service 
Reserve Letter of Credit and reimbursement of any Debt 
Service Reserve LOC Loans, fees and expenses between the 
Debt Service Reserve LOC Provider and one or more of the 
Partnerships.

			"Debt Service Reserve LOC Loan" means each loan 
made by a Debt Service Reserve LOC Provider pursuant to the 
Debt Service Reserve LOC Reimbursement Agreement in 
connection with a draw on the Debt Service Reserve Letter of 
Credit. 

			"LOC Support Loan" means each loan obtained by one 
of the Partnerships from another of the Partnerships for use 
to pay principal of or interest on Debt Service Reserve LOC 
Loans or to pay fees or expenses in connection with a Debt 
Service Reserve LOC Reimbursement Agreement. 

			"LOC Support Loan Agreement" means an agreement 
for the provision and repayment of LOC Support Loans in 
accordance with the requirements of the Indenture and the 
applicable Credit Agreement.

			"Omnibus Agreement" means the Omnibus 
Acknowledgment and Agreement, dated as of the date hereof, 
among Coso Funding, CFP, CED, CPD, the Trustee and the other 
parties thereto. 

			"Total Available Amount" means the aggregate 
maximum amount available to be drawn from time to time under 
the Debt Service Reserve Letter of Credit in respect of all 
the Partnerships. 

	Section 2.5.	New Exhibits.  The Original ___ Credit 
Agreement is hereby amended by adding the Exhibit G to this First 
Amendment as a new exhibit. 

ARTICLE 3 - MISCELLANEOUS 

	Section 3.1.	Effective of First Amendment.  Upon the 
execution of this First Amendment, this Credit Agreement shall be 
modified in accordance herewith, and this First Amendment shall 
form a part of this Credit Agreement for all purposes.  This 
First Amendment shall be construed as supplemental to this Credit 
Agreement and shall form a part thereof, and this Credit 
Agreement is hereby incorporated by reference herein and hereby 
ratified, approved and confirmed.  From and after the date 
hereof, whenever referred to in any Financing Document, this 
Credit Agreement shall mean this Credit Agreement as modified, 
amended and supplemented by this First Amendment.

	Section 3.2.	Headings for Convenience Only.  The 
descriptive headings in this First Amendment are inserted for 
convenience only and shall not control or affect the meaning or 
construction of any of the provisions hereof. 

	Section 3.3	Counterparts.  This First Amendment may be 
executed in any number of counterparts, each of which when so 
executed and delivered shall be an original; but such 
counterparts shall together constitute but one and the same 
instrument.

	Section 3.4.	Applicable Law.  THIS FIRST AMENDMENT SHALL 
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE 
STATE OF CALIFORNIA. 

	IN WITNESS WHEREOF, the parties hereto have caused this 
First Amendment to be duly executed and delivered by the 
respective officers thereunto duly authorized as of the date 
first written above. 

				BORROWER: 


				TRUSTEE:

				FIRST BANK NATIONAL ASSOCIATION, 
				as Trustee and as Lender 

				By: _________________________________
					Name:
					Title: