<PAGE>

                                                                    EXHIBIT 10.1

                                                               EXECUTION VERSION

                                  $600,000,000

            FIRST PRIORITY SECURED INSTITUTIONAL TERM LOANS DUE 2009

                         CREDIT AND GUARANTEE AGREEMENT

                           Dated as of March 23,2004

                                     among

                         CALPINE GENERATING COMPANY, LLC
                                  The Borrower

                  THE GUARANTORS PARTY HERETO FROM TIME TO TIME
                                 The Guarantors

                   THE LENDERS PARTY HERETO FROM TIME TO TIME
                                   The Lenders

                       MORGAN STANLEY SENIOR FUNDING, INC.
                              Administrative Agent

                                       and

                       MORGAN STANLEY SENIOR FUNDING, INC.
                     Sole Lead Arranger and Sole Bookrunner

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                       PAGE
                                                                                                       ----
<S>                                                                                                    <C>
                                   ARTICLE I.
                      DEFINITIONS AND RULES OF CONSTRUCTION

SECTION 1.01. Definitions ..........................................................................     3
SECTION 1.02. Rules of Construction ................................................................    47

                                   ARTICLE II.
                          THE FIRST PRIORITY TERM LOANS

SECTION 2.01. First Priority Term Loans ............................................................    48
SECTION 2.02. Amount of First Priority Term Loans; Availability of Funds ...........................    48
SECTION 2.03. Use of Proceeds ......................................................................    49
SECTION 2.04. Evidence of Debt; Register; Lenders' Books and Records; Notes ........................    49
SECTION 2.05. Interest .............................................................................    50
SECTION 2.06. Continuation Notice ..................................................................    51
SECTION 2.07. Default Interest .....................................................................    52
SECTION 2.08. Fees .................................................................................    53
SECTION 2.09. Payments .............................................................................    53
SECTION 2.10. Voluntary Prepayments ................................................................    53
SECTION 2.11. Mandatory Repayment Offers ...........................................................    54
SECTION 2.12. General Provisions Regarding Payments ................................................    55
SECTION 2.13. Ratable Sharing ......................................................................    56
SECTION 2.14. Making or Maintaining First Priority Term Loans ......................................    57
SECTION 2.15. Increased Costs; Capital Adequacy ....................................................    59
SECTION 2.16. Taxes; Withholding, etc ..............................................................    60
SECTION 2.17. Removal or Replacement of a Lender ...................................................    63

                                  ARTICLE III.
                              CONDITIONS PRECEDENT

SECTION 3.01. Resolutions ..........................................................................    64
SECTION 3.02. Incumbency ...........................................................................    64
SECTION 3.03. Formation Documents ..................................................................    64
SECTION 3.04. Good Standing Certificates ...........................................................    64
SECTION 3.05. Financial Officer's Certificate ......................................................    64
SECTION 3.06. Security .............................................................................    65
SECTION 3.07. Consummation of Notes Offering, Second Priority Term Loan
                Agreement, Revolving Loan Agreement and First Priority Term Loan Documents .........    67
SECTION 3.08. Ratings ..............................................................................    67
SECTION 3.09. No Material Adverse Change ...........................................................    67
SECTION 3.10. Third Party Approvals ................................................................    68
</TABLE>

                                        i

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<TABLE>
<S>                                                                                                     <C>
SECTION 3.11. Opinions .............................................................................    68
SECTION 3.12. Officer's Certificates ...............................................................    68
SECTION 3.13. Title Policies .......................................................................    68
SECTION 3.14. Evidence of Insurance ................................................................    69
SECTION 3.15. Other Financing Documents ............................................................    69
SECTION 3.16. No Default ...........................................................................    69
SECTION 3.17. Fees .................................................................................    69
SECTION 3.18. Funding Notice .......................................................................    69
SECTION 3.19. Delivery of Financials ...............................................................    69
SECTION 3.20. Site Assessment Reports ..............................................................    70
SECTION 3.21. Major Project Documents ..............................................................    70

                                   ARTICLE IV.
                         REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Organization .........................................................................    70
SECTION 4.02. Financing Documents and Major Project Documents ......................................    71
SECTION 4.03. Collateral ...........................................................................    71
SECTION 4.04. Governmental Approvals ...............................................................    71
SECTION 4.05. Compliance with Law ..................................................................    72
SECTION 4.06. Ownership of Property; Liens .........................................................    72
SECTION 4.07. Governmental Authorizations; Permits .................................................    72
SECTION 4.08. Labor Disputes .......................................................................    72
SECTION 4.09. Intellectual Property Rights .........................................................    72
SECTION 4.10. Hazardous Substances .................................................................    73
SECTION 4.1l. Litigation ...........................................................................    73
SECTION 4.12. Financial Information ................................................................    73
SECTION 4.13. Disclosure; Projections ..............................................................    73
SECTION 4.14. Adverse Change .......................................................................    74
SECTION 4.15. Taxes ................................................................................    74
SECTION 4.16. Investment Company Act ...............................................................    74
SECTION 4.17. ERISA ................................................................................    75
SECTION 4.18. Governmental Regulation ..............................................................    75
SECTION 4.19. Margin Stock, Etc ....................................................................    76
SECTION 4.20. No Violations or Defaults ............................................................    76
SECTION 4.21. Solvency .............................................................................    76
SECTION 4.22. Capitalization .......................................................................    76
SECTION 4.23. Other Indebtedness ...................................................................    77

                                   ARTICLE V.
                                   COVENANTS

SECTION 5.01. Reports ..............................................................................    77
SECTION 5.02. Compliance Certificate ...............................................................    77
SECTION 5.03. Stay, Extension and Usury Laws .......................................................    78
SECTION 5.04. Restricted Payments ..................................................................    78
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                     <C>
SECTION 5.05. Dividend and Other Payment Restrictions Affecting Subsidiaries .......................    79
SECTION 5.06. Incurrence of Indebtedness and Issuance of Preferred Equity ..........................    81
SECTION 5.07. Asset Sales; Application of Net Proceeds .............................................    84
SECTION 5.08. Transactions with Affiliates .........................................................    86
SECTION 5.09. Liens ................................................................................    88
SECTION 5.10. Business Activities ..................................................................    88
SECTION 5.11. Payments for Consent .................................................................    88
SECTION 5.12. Offer to Prepay Upon Change of Control ...............................................    89
SECTION 5.13. Restrictions on Activities of CalGen Finance .........................................    89
SECTION 5.14. Additional Subsidiaries ..............................................................    89
SECTION 5.15. Limitation on Issuances and Sales of Equity Interests in Subsidiaries ................    89
SECTION 5.16. Deposit of Revenues ..................................................................    90
SECTION 5.17. Maintenance of Insurance .............................................................    90
SECTION 5.18. Coverage Ratio; Kilowatt Test ........................................................    90
SECTION 5.19. Further Assurances; Ratings ..........................................................    90
SECTION 5.20. Suspension of Certain Covenants ......................................................    91

                                   ARTICLE VI.
                                   SUCCESSORS

SECTION 6.01. Merger, Consolidation, or Sale of Assets .............................................    91
SECTION 6.02. Successor Corporation Substituted ....................................................    92

                                  ARTICLE VII.
                              DEFAULTS AND REMEDIES

SECTION 7.01. Events of Default ....................................................................    92
SECTION 7.02. Acceleration .........................................................................    93
SECTION 7.03. Other Remedies .......................................................................    94
SECTION 7.04. Waiver of Past Defaults; Rescission ..................................................    94
SECTION 7.05. Control by Majority ..................................................................    94
SECTION 7.06. Collection Suit by Administrative Agent ..............................................    94
SECTION 7.07. Priorities ...........................................................................    95

                                  ARTICLE VIII.
                                     AGENTS

SECTION 8.01. Appointment of Agents ................................................................    95
SECTION 8.02. Powers and Duties ....................................................................    96
SECTION 8.03. General Immunity .....................................................................    96
SECTION 8.04. Agents Entitled to Act as Lender .....................................................    97
SECTION 8.05. Lenders' Representations, Warranties and Acknowledgment ..............................    97
SECTION 8.06. Right to Indemnity ...................................................................    97
SECTION 8.07. Successor Administrative Agent .......................................................    98
SECTION 8.08. Withholding Tax ......................................................................    98
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                                                    <C>
                                   ARTICLE IX.
                             COLLATERAL AND SECURITY

                                   ARTICLE X.
                     RANKING OF LIENS AND COLLATERAL SHARING

                                   ARTICLE XI.
                       FIRST PRIORITY TERM LOAN GUARANTEE

SECTION 11.01. Guarantee ...........................................................................   100
SECTION 11.02. Right of Contribution ...............................................................   101
SECTION 11.03. Subordination .......................................................................   101
SECTION 11.04. No Subrogation ......................................................................   102
SECTION 11.05. Amendments, etc. with respect to the First Priority Term Loan Obligations ...........   102
SECTION 11.06. Guarantee Absolute and Unconditional ................................................   102
SECTION 11.07. Waiver ..............................................................................   105
SECTION 11.08. Bankruptcy ..........................................................................   106
SECTION 11.09. Reinstatement .......................................................................   107
SECTION 11.10. Payments ............................................................................   108

                                  ARTICLE XII.
                                 MISCELLANEOUS

SECTION 12.01. Notices .............................................................................   108
SECTION 12.02. Expenses ............................................................................   108
SECTION 12.03. Indemnity ...........................................................................   109
SECTION 12.04. Set-Off .............................................................................   110
SECTION 12.05. Amendments and Waivers ..............................................................   110
SECTION 12.06. Successors and Assigns; Participations ..............................................   112
SECTION 12.07. Independence of Covenants ...........................................................   116
SECTION 12.08. Survival of Representations, Warranties and Agreements ..............................   116
SECTION 12.09. No Waiver; Remedies Cumulative ......................................................   116
SECTION 12.10. Marshalling; Payments Set Aside .....................................................   117
SECTION 12.11. Severability ........................................................................   117
SECTION 12.12. First Priority Term Loan Obligations Several; Independent
                 Nature of Lenders' Rights .........................................................   117
SECTION 12.13. Headings ............................................................................   117
SECTION 12.14. Applicable Law ......................................................................   117
SECTION 12.15. Consent to Jurisdiction .............................................................   117
SECTION 12.16. Waiver Of Jury Trial ................................................................   118
SECTION 12.17. Confidentiality .....................................................................   118
SECTION 12.18. Usury Savings Clause ................................................................   119
SECTION 12.19. Counterparts; Execution by Facsimile ................................................   120
SECTION 12.20. Effectiveness .......................................................................   120
SECTION 12.21. Statements Required in Certificate or Opinion .......................................   120
SECTION 12.22. No Recourse Against the Borrower or the Guarantors ..................................   120
</TABLE>

                                       iv

<PAGE>

APPENDICES:
Appendix A: Initial First Priority Term Loan Commitments
Appendix B: Notice Addresses

EXHIBITS:
Exhibit A: Subordination Terms
Exhibit B: Assignment and Assumption Agreement
Exhibit C: Certificate Re Non-Bank Status
Exhibit D: Continuation Notice
Exhibit E: Funding Notice
Exhibit F: First Priority Term Loan Note
Exhibit G: Form of Opinions

SCHEDULES:
Schedule A:       The Party Project Documents
Schedule 2.09:    Amortization Schedule
Schedule 4.01:    Capital Structure
Schedule 4.11:    Litigation
Schedule 4.18(b): Qualifying Facilities
Schedule 4.18(c): Exempt Wholesale Generators

                                        v

<PAGE>

                         CREDIT AND GUARANTEE AGREEMENT

      This CREDIT AND GUARANTEE AGREEMENT, dated as of March 23, 2004 (this
"Agreement"), is entered into by and among CALPINE GENERATING COMPANY, LLC, a
Delaware limited liability company (the "Borrower"), the GUARANTORS party hereto
from time to time, the LENDERS party hereto from time to time, MORGAN STANLEY
SENIOR FUNDING, INC., as administrative agent (together with its successors and
permitted assigns in such capacity, the "Administrative Agent"), and MORGAN
STANLEY SENIOR FUNDING, INC., as sole lead arranger and sole bookrunner.

                                    RECITALS

      WHEREAS, the Borrower intends to borrow, on a non-recourse basis as
described in Section 12.22 (No Recourse), $600,000,000 in aggregate principal
amount of first priority secured institutional term loans due 2009 (the "First
Priority Term Loans") under this Agreement;

      WHEREAS, the Borrower:

            (a)   intends to issue, together with CalGen Finance Corp., a
      Delaware corporation and a Wholly Owned Subsidiary of the Borrower
      ("CalGen Finance"), as co-issuer, on a non-recourse basis:

                  (i) $235,000,000 in aggregate principal amount of its First
            Priority Secured Floating Rate Notes due 2009 (the "First Priority
            Notes"), pursuant to the Indenture, dated as of the date hereof (the
            "First Priority Indenture"), among the Borrower, CalGen Finance, the
            Guarantors party thereto from time to time and Wilmington Trust FSB,
            as trustee (together with its successors and permitted assigns in
            such capacity, the "First Priority Indenture Trustee");

                  (ii) $640,000,000 in aggregate principal amount of its Second
            Priority Secured Floating Rate Notes due 2010 (the "Second Priority
            Notes"), pursuant to the Indenture, dated as of the date hereof (the
            "Second Priority Indenture"), among the Borrower, CalGen Finance,
            the Guarantors party thereto from time to time and Wilmington Trust
            FSB, as trustee (together with its successors and permitted assigns
            in such capacity, the "Second Priority Indenture Trustee"): and

                  (iii) (A) $680,000,000 in aggregate principal amount of its
            Third Priority Secured Floating Rate Notes due 2011 (the "Third
            Priority Floating Rate Notes"). and (B) $150,000,000 in aggregate
            principal amount of its 11.50% Third Priority Secured Notes due 2011
            (the "Third Priority Fixed Rate Notes" and, together with the First
            Priority Notes, the Second Priority Notes and the Third Priority
            Floating Rate Notes, the "Notes"), pursuant to the Indenture, dated
            as of the date hereof (the "Third Priority Indenture" and, together
            with the First Priority Indenture and the Second Priority Indenture,
            the "Indentures"), among the Borrower, CalGen Finance, the
            Guarantors party thereto from time to time and Wilmington Trust FSB,
            as trustee (together with its successors and permitted assigns in
            such capacity, the "Third Priority Indenture Trustee");

                                        1

<PAGE>

            (b)   intends to borrow, on a non-recourse basis, $100,000,000 in
      aggregate principal amount of second priority secured institutional term
      loans due 2010 (the "Second Priority Term Loans" and, together with the
      First Priority Term Loans, the "Term Loans"), pursuant to a Credit and
      Guarantee Agreement, dated as of the date hereof (the "Second Priority
      Term Loan Agreement" and, together with this Agreement, the "Term Loan
      Agreements"), among the Borrower, the Guarantors party thereto from time
      to time, Morgan Stanley Senior Funding, Inc., as the administrative agent
      (together with its successors and permitted assigns in such capacity, the
      "Second Priority Term Loan Administrative Agent"), Morgan Stanley Senior
      Funding, Inc., as sole lead arranger, Morgan Stanley Senior Funding, Inc.,
      as sole book-runner, and the lenders party thereto from time to time; and

            (c)   has entered into that certain Amended and Restated Credit
      Agreement, dated as of the date hereof (the "Revolving Loan Agreement"),
      among the Borrower, the Guarantors party thereto from time to time, the
      lenders party thereto from time to time, The Bank of Nova Scotia, as
      administrative agent (together with its successors and permitted assigns
      in such capacity, the "Revolver Administrative Agent"), and each of the
      other agents and arrangers party thereto, which provides for the borrowing
      on a non recourse basis of up to $200,000,000 in aggregate principal
      amount of first priority secured revolving loans (the "Revolving Loans");

      WHEREAS, each Guarantor is a Wholly Owned Subsidiary of the Borrower and
each Guarantor will receive substantial direct and indirect benefit from the
making of the First Priority Term Loans and the use of proceeds therefrom;

      WHEREAS, the Guarantors shall guarantee, on a non-recourse basis as
described in Section 12.22 (No Recourse), payment of the First Priority Term
Loans and all other First Priority Term Loan Obligations pursuant to the terms
hereof;

      WHEREAS, the Borrower and the Guarantors intend to secure the First
Priority Term Loans, the Second Priority Term Loans, all other First Priority
Term Loan Obligations, all other Second Priority Term Loan Obligations, the
Notes, all other Note Obligations and all other First Priority Lien Obligations
(including the Revolving Loan Obligations), Second Priority Lien Obligations and
Third Priority Lien Obligations with a lien on all present and future
Collateral; and

      WHEREAS, Calpine CalGen Holdings, Inc., a Delaware corporation
("Holdings"), CalGen Finance, the Borrower, the Guarantors, the Administrative
Agent, the Second Priority Term Loan Administrative Agent, the Revolver
Administrative Agent, the First Priority Indenture Trustee, the Second Priority
Indenture Trustee, the Third Priority Indenture Trustee, and Wilmington Trust
Company as collateral agent (together with its successors and permitted assigns,
the "Collateral Agent") have entered into the Collateral Trust Agreement (as
defined below), which sets forth the terms on which the Borrower and the
Guarantors, among others, have appointed the Collateral Agent as trustee for the
present and future holders of the Secured Obligations to (a) receive, hold,
maintain, administer, and enforce (i) all Security Documents and (ii) all
interests, rights, powers and remedies of the Collateral Agent thereunder, and
(b)

                                        2

<PAGE>

distribute the proceeds of the Collateral in a manner consistent with the
priority of liens established by the Collateral Trust Agreement.

                                    AGREEMENT

      NOW THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:

                                   ARTICLE I.

                      DEFINITIONS AND RULES OF CONSTRUCTION

SECTION 1.01. Definitions.

      Unless the context otherwise requires, the following capitalized terms,
when used in this Agreement, including in its preamble and recitals, shall have
the following meanings:

      "Acquired Debt" means, with respect to any specified Person:

            (a)   Indebtedness of any other Person existing at the time such
      other Person is merged with or into or became a Subsidiary of such
      specified Person, whether or not such Indebtedness is incurred in
      connection with, or in contemplation of, such other Person merging with or
      into, or becoming a Subsidiary of, such specified Person; and

            (b)   Indebtedness secured by a Lien encumbering any asset acquired
      by such specified Person.

      "Adjusted LIBOR Rate" means, with respect to the relevant Interest Period,
the greater of (a) 1.25% and (b) the quotient of (i) the LIBOR Rate applicable
to such Interest Period, divided by (ii) one minus the Applicable Reserve
Requirement (expressed as a decimal) applicable to such Interest Period.

      "Administrative Agent" is defined in the Preamble hereto.

      "Administrative Services Agreement" means that certain Master
Administrative Services Agreement, dated as of the date hereof, among the
Borrower, CalGen Finance, each of the Subsidiaries of the Borrower from time to
time party thereto and Calpine Administrative Services Company, Inc.

      "Affected Lender" is defined in Section 2.14 (Making or Maintaining First
Priority Term Loans).

      "Affected Loans" is defined in Section 2.14 (Making or Maintaining First
Priority Term Loans).

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified

                                        3

<PAGE>

Person. For purposes of this definition, "control," as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether
through the ownership of voting securities, by agreement or otherwise; provided,
that beneficial ownership of 10% or more of the Voting Stock of a Person will be
deemed to be control. For purposes of this definition, the terms "controlling,"
"controlled by" and "under common control with" have correlative meanings.

      "Affiliate Subordinated Indebtedness" means Indebtedness incurred by the
Borrower pursuant to any arrangement with an Affiliate of the Borrower;
provided, that such Indebtedness (a) is contractually subordinated in right of
payment and in all other respects to the First Priority Term Loan Obligations
and all other Secured Obligations on the terms described in Exhibit A, including
an agreement by the holders of such Indebtedness not to exercise any remedies
until the Secured Obligations Termination Date and is not secured other than by
unperfected security interests, (b) does not provide for mandatory redemption or
other redemption thereof until at least six months after final Stated Maturity
of the First Priority Term Loans, (c) provides for payment of interest thereon
in the form of cash or additional Affiliate Subordinated Indebtedness having a
principal amount equal to the amount of interest due (i.e., pay-in-kind), and
(d) is otherwise in the form set forth in Exhibit A.

      "Affiliate Transaction" is defined in Section 5.08 (Transactions With
Affiliates).

      "Agents" means the Administrative Agent, the Collateral Agent and the Sole
Lead Arranger.

      "Aggregate Amounts Due" is defined in Section 2.13 (Ratable Sharing).

      "Agreement" is defined in the Preamble hereto.

      "Applicable Reserve Requirement" means, at any time, the maximum rate,
expressed as a decimal, at which reserves (including any basic marginal,
special, supplemental, emergency or other reserves) are required to be
maintained with respect thereto against "Eurocurrency liabilities" (as such term
is defined in Regulation D) under regulations issued from time to time by the
Board of Governors of the Federal Reserve System or other applicable banking
regulator. Without limiting the effect of the foregoing, the Applicable Reserve
Requirement shall reflect any other reserves required to be maintained by such
member banks with respect to (a) any category of liabilities which includes
deposits by reference to which the applicable Adjusted LIBOR Rate or any other
interest rate of a First Priority Term Loan is to be determined, or (b) any
category of extensions of credit or other assets which include First Priority
Term Loans. Each First Priority Term Loan shall be deemed to constitute
Eurocurrency liabilities and as such shall be deemed subject to reserve
requirements without benefits of credit for proration, exceptions or offsets
that may be available from time to time to the applicable Lender. The rate of
interest on First Priority Term Loans shall be adjusted automatically on and as
of the effective date of any change in the Applicable Reserve Requirement.

      "Asset Sale" means:

            (a)   the sale, lease, conveyance or other disposition of any assets
      or rights by the Borrower or any of its Subsidiaries; provided, that the
      sale, conveyance or other

                                        4

<PAGE>

      disposition of all or substantially all of the assets of the Borrower and
      its Subsidiaries taken as a whole will be governed by the provisions of
      Section 6.01 (Merger, Consolidation or Sale of Assets) and not by the
      provisions of Section 5.07 (Asset Sales; Application of Net Proceeds); and

            (b)   the issuance of Equity Interests in any of the Borrower's
      Subsidiaries or the sale of Equity Interests in any of its Subsidiaries.

Notwithstanding the preceding, none of the following items will be deemed to be
an Asset Sale:

            (a)   any single transaction or series of related transactions that
      involves assets having a Fair Market Value of less than $25,000,000 (other
      than any transaction which involves the sale of an undivided interest,
      participation or Equity Interest in any Facility or any Subsidiary of the
      Borrower, each of which shall constitute an Asset Sale);

            (b)   a transfer of assets between or among the Borrower and the
      Guarantors,

            (c)   an issuance of Equity Interests by a Subsidiary to the
      Borrower or to a Guarantor;

            (d)   the sale or lease of products, services or accounts receivable
      in the ordinary course of business and any sale or other disposition of
      damaged, worn-out or obsolete assets in the ordinary course of business;

            (e)   the sale or other disposition of cash or Cash Equivalents;

            (f)   a Restricted Payment that does not violate the covenant in
      Section 5.04 (Restricted Payments) or a Permitted Investment;

            (g)   an issuance of Equity Interests in the Borrower in accordance
      with the terms of this Agreement; and

            (h)   the sale of the Columbia Facility pursuant to the Columbia
      FILOT Arrangement.

      "Assignment Agreement" means an Assignment and Assumption Agreement
substantially in the form of Exhibit B with such amendments or modifications
thereto as may be approved by the Administrative Agent.

      "Bank Book" means that certain confidential information memorandum titled
"Calpine Generating Company, LLC, $600,000,000 First Priority Secured Term Loan
B, $100,000,000 Second Priority Secured Term Loan B" dated March 2004.

      "Bankruptcy Case" means any case under the Bankruptcy Law commenced
voluntarily or involuntarily against the Borrower or any other Obligor.

      "Bankruptcy Event" shall be deemed to occur, with respect to any Person,
if that Person shall institute a voluntary case seeking liquidation or
reorganization under the Bankruptcy Law,

                                        5

<PAGE>

or shall consent to the institution of an involuntary case thereunder against
it; or such Person shall file a petition or consent or otherwise institute any
similar proceeding under any other applicable Federal or state law, or shall
consent thereto; or such Person shall apply for, or consent or acquiesce to, the
appointment of, a receiver, administrator, administrative receiver, liquidator,
sequestrator, trustee or other officer with similar powers for itself or any
substantial part of its assets; or such Person shall make a general assignment
for the benefit of its creditors; or such Person shall admit in writing its
inability to pay its debts generally as they become due; or if an involuntary
case shall be commenced seeking liquidation or reorganization of such Person
under the Bankruptcy Law or any similar proceedings shall be commenced against
such Person under any other applicable Federal or state law and (a) the petition
commencing the involuntary case is not timely controverted, (b) the petition
commencing the involuntary case is not dismissed within 90 days of its filing,
(c) an interim trustee is appointed to take possession of all or a portion of
the property, and/or to operate all or any part of the business of such Person
and such appointment is not vacated within 90 days, or (d) an order for relief
shall have been issued or entered therein; or a decree or order of a court
having jurisdiction in the premises for the appointment of a receiver,
administrator, administrative receiver, liquidator, sequestrator, trustee or
other officer having similar powers, over such Person or all or a part of its
property shall have been entered; or any other similar relief shall be granted
against such Person under any applicable Bankruptcy Law.

      "Bankruptcy Law" means Title 11, United States Code, and any other state
or federal insolvency, reorganization, moratorium or similar law for the relief
of debtors, or any successor statute.

      "Base Rate" means, for any day, a fluctuating rate of interest per annum
equal to the higher of (a) the Prime Rate for such day and (b) the sum of (i)
the Federal Funds Effective Rate for such day and (ii) one half of one percent
(0.50%) per annum.

      "Base Rate Loan" means a First Priority Term Loan bearing interest at a
rate determined by reference to the Base Rate.

      "Beck Report" is defined in Section 3.05(d) (Financial Officer's
Certificate).

      "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" will be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only after the passage of time. The terms "Beneficially Owns" and
"Beneficially Owned" have a corresponding meaning.

      "Board of Directors" means:

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

                                        6

<PAGE>

            (b)   with respect to a partnership, the Board of Directors of the
      general partner of the partnership or any committee duly authorized and
      empowered to take action on behalf of such partnership by the partnership
      agreement of such partnership;

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

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

      "Borrower" is defined in the Preamble hereto.

      "Business Day" shall mean any day other than a Saturday, Sunday or day on
which commercial banks in New York City are authorized or required by law to
close; provided, however, that when used in connection with a LIBOR Rate Loan
(including with respect to all notices and determinations in connection
therewith and any payments of principal, interest or other amounts thereon), the
term "Business Day" shall also exclude any day on which banks are not open for
dealings in dollar deposits in the London interbank market.

      "CalGen Companies" means the Borrower and the Subsidiaries of the
Borrower.

      "CalGen Expansion Company" means CalGen Expansion Company, LLC, a Delaware
limited liability company.

      "CalGen Finance" is defined in the Recitals hereto.

      "Calpine" means Calpine Corporation, a Delaware corporation.

      "Calpine Performance Guaranty" means that certain Affiliated Party
Guaranty, dated as of the date hereof, by Calpine in favor of the Borrower and
each of the Facility Owners.

      "Calpine Project Undertaking" means that certain Project Undertaking and
Agreement, dated as of the date hereof, among the Borrower, each of the Facility
Owners and Calpine.

      "Capital Lease Obligations" means, at the time any determination is to be
made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet in accordance with
GAAP, and the Stated Maturity thereof shall be the date of the last payment of
rent or any other amount due under such lease prior to the first date upon which
such lease may be prepaid by the lessee without payment of a penalty.

      "Capital Stock" means:

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

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

                                        7

<PAGE>

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

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

      "Cash Equivalents" means:

            (a)   United States dollars;

            (b)   securities issued or directly and fully guaranteed or insured
      by the United States government (or any agency or instrumentality
      thereof), the Canadian government (or any agency or instrumentality
      thereof) or the government of a member state of the European Union (or any
      agency or instrumentality thereof), in each case the payment of which is
      backed by the full faith and credit of the United States, Canada or the
      relevant member state of the European Union, as the case may be, and
      having maturities of not more than six months from the date of
      acquisition;

            (c)   certificates of deposit and eurodollar time deposits with
      maturities of six months or less from the date of acquisition, bankers'
      acceptances with maturities not exceeding six months and overnight bank
      deposits, in each case, with any lender party to the Credit Facilities or
      any domestic commercial bank having capital and surplus in excess of
      $500,000,000 and a Thomson Bank Watch (or successor rating agency) Rating
      of "B" or better;

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

            (e)   overnight deposits with entities whose unsecured commercial
      paper or other unsecured short-term debt obligations have, at the time of
      such investment, credit ratings of at least P-1 (or its equivalent) or
      higher from Moody's and A-1 (or its equivalent) or higher from S&P; and

            (e)   investments in money market funds or money market mutual funds
      which have, at the time of such investments, credit ratings of at least
      P-1 (or its equivalent) or higher from Moody's and A-1 (or its equivalent)
      or higher from S&P.

      "Casualty Event" means any damage to or destruction of a Facility in
excess of $20,000,000.

      "Certificate re Non-Bank Status" means a certificate substantially in the
form of Exhibit C.

      "CES" means Calpine Energy Services, L.P., a Delaware limited partnership.

                                        8

<PAGE>

      "Change of Control" means the occurrence of any of the following;

            (a)   the adoption of a plan relating to the liquidation or
      dissolution of the Borrower;

            (b)   the consummation of any transaction (including any merger or
      consolidation) the result of which is that any "person" (as that term is
      used in Section 13(d) of the Exchange Act) becomes the Beneficial Owner,
      directly or indirectly, of more than 50% of the Voting Stock of Calpine,
      measured by voting power rather than number of shares; or

            (c)   the first day on which Calpine fails to own, directly or
      indirectly, 100% of the issued and outstanding Equity Interests (other
      than Perpetual Preferred Stock) of the Borrower (other than as a result of
      the issuance of Perpetual Preferred Stock by any direct or indirect parent
      of the Borrower).

      "Closing Date" means the date on which all of the conditions precedent set
forth in Article III shall have been satisfied or waived in accordance with
Section 12.05 (Amendments and Waivers).

      "Closing Date Facilities" means the electric generating facilities
(including any electric generating facilities under construction) owned by
Baytown Energy Center, LP; Carville Energy LLC; Channel Energy Center, LP;
Columbia Energy LLC; Corpus Christi Cogeneration LP; Decatur Energy Center, LLC;
Delta Energy Center, LLC, Freestone Power Generation LP; Goldendale Energy
Center, LLC, Los Medanos Energy Center, LLC; Morgan Energy Center, LLC; Calpine
Oneta Power, L.P.; Pastoria Energy Facility L.L.C. and Zion Energy LLC.

      "Closing Date Mortgages" is defined in Section 3.13 (Title Policies).

      "Closing Date Mortgage Policies" is defined in Section 3.13 (Title
Policies).

      "Closing Date Mortgaged Properties" means all of the real property
interests owned or leased by any of the Guarantors, and "Closing Date Mortgaged
Property" means all of the real property interests owned or leased by a
Guarantor.

      "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

      "Collateral" means (a) all of the Capital Stock of the Borrower held by
Holdings, (b) all of the Capital Stock of CalGen Expansion Company held by the
Borrower, and (c) all assets and properties of the Borrower and each of the
Guarantors (other than the Excluded Assets and the Excluded Subsidiaries), in
each case as more particularly provided for in the Security Documents.

      "Collateral Agent" has the meaning provided in the Recitals hereto. .

      "Collateral Trust Agreement" means that certain Collateral Trust and
Intercreditor Agreement, dated as of the date hereof, by and among Holdings, the
Borrower, the Guarantors, the Administrative Agent, the Second Priority Term
Loan Administrative Agent, the Revolver

                                        9

<PAGE>

Administrative Agent, the First Priority Indenture Trustee, the Second Priority
Indenture Trustee, the Third Priority Indenture Trustee, the Collateral Agent
and each other party from time to time a party thereto.

      "Columbia Facility" means the Facility owned by Columbia Energy LLC.

      "Columbia FILOT Arrangement" means a fee-in-lieu-of-taxes arrangement
pursuant to which the Columbia Facility will be sold to Calhoun County, South
Carolina, or a Person acting on its behalf, and leased to Columbia Energy LLC
for a nominal annual amount in lieu of certain ad valorem taxes that would
otherwise be owed to Calhoun County in connection with the Columbia Facility,
together with the payment of a fee to Calhoun County in lieu of such ad valorem
taxes; provided, that (a) Columbia Energy LLC has the right under such
arrangement to repurchase the Columbia Facility for nominal consideration upon
completion or termination of the lease agreement, (b) the leasehold interest
held by Columbia Energy LLC is part of the Collateral, (c) the arrangement is
not reasonably expected to have a material adverse effect on the operation or
financial condition of the Columbia Facility and (d) the arrangement does not
impair the Columbia Facility's status as a QF.

      "Condemnation Event" means any Facility (or any portion thereof in excess
of $20,000,000) is condemned, confiscated, requisitioned, captured, seized or
subjected to forfeiture, or title thereto is taken, by any governmental
authority (or any Person acting under color of governmental authority),

      "Consolidated Cash Flow" means, with respect to any specified Person for
any period, the Consolidated Net Income of such Person for such period plus,
without duplication:

            (a)   an amount equal to any extraordinary loss plus any net loss
      realized by such Person or any of its Subsidiaries in connection with an
      Asset Sale, to the extent such losses were deducted in computing such
      Consolidated Net Income; plus

            (b)   provision for taxes based on income or profits of such Person
      and its Subsidiaries for such period, to the extent that such provision
      for taxes was deducted in computing such Consolidated Net Income; plus

            (c)   the Fixed Charges of such Person and its Subsidiaries for such
      period, to the extent that such Fixed Charges were deducted in computing
      such Consolidated Net Income; plus

            (d)   depreciation, amortization (including amortization of
      intangibles but excluding amortization of prepaid cash expenses that were
      paid in a prior period) and other non-cash expenses (excluding any such
      non-cash expense to the extent that it represents an accrual of or reserve
      for cash expenses in any future period or amortization of a prepaid cash
      expense that was paid in a prior period) of such Person and its
      Subsidiaries for such period to the extent that such depreciation,
      amortization and other non-cash expenses were deducted in computing such
      Consolidated Net Income; minus

            (e)   non-cash items increasing such Consolidated Net Income for
      such period, other than the accrual of revenue in the ordinary course of
      business,

                                       10

<PAGE>

in each case, on a consolidated basis and determined in accordance with GAAP.

      "Consolidated EBITDA" means, for any period, Consolidated Net Income For
such period plus (a) without duplication and to the extent deducted in
determining such Consolidated Net Income, the sum of (i) any and all interest
expense for such period, including, without limitation, Consolidated Interest
Expense and any interest expense attributable to Affiliate Subordinated
Indebtedness, (ii) consolidated income tax expense for such period, (iii) all
amounts attributable to depreciation and amortization for such period, (iv) any
extraordinary or non-recurring non-cash charges (other than the write-down of
current assets) for such period (including any such non-cash charges for such
period relating to the application of fresh start accounting principals), (v)
any non-cash goodwill or other intangible asset impairment charges incurred
after the date hereof resulting from the application of Statement Number 142 of
the Financial Accounting Standards Board, (vi) any non-recurring expenses
incurred in connection with the transactions contemplated by the Financing
Documents and (vii) any non-cash compensation charges, including any such
charges arising from stock options, restricted stock grants and other equity
incentive programs (provided that, to the extent all or any portion of the
income of any Subsidiary of the Borrower or other Person is excluded from
Consolidated Net Income pursuant to the definition thereof for all or any
portion of such period, any amounts set forth in the preceding clauses (i)
through (vii) that are attributable to such Subsidiary or other Person shall be
not be included for purposes of this clause (a) for such period or portion
thereof), plus (b) without duplication, the cash amount of (i) prepayments
received by the Borrower or any of its Subsidiaries under any Major Project
Document during such period and (ii) any distributions received by the Borrower
or any of its Subsidiaries pursuant to the Index Hedge during such period, and
minus (c) without duplication (i) all cash payments made during such period on
account of reserves, restructuring charges and other non-cash charges added to
Consolidated Net Income pursuant to clause (a) above in a previous period and
(ii) to the extent included in determining such Consolidated Net Income, any
extraordinary gains and all non-cash items of income for such period, all
determined on a consolidated basis in accordance with GAAP; provided that, if
the Borrower has any Subsidiary that is not a Wholly Owned Subsidiary,
Consolidated EBITDA shall be reduced (to the extent not otherwise reduced by
GAAP) by an amount equal to (A) the sum of (1) the consolidated net income
(loss) of such Subsidiary (to the extent included in Consolidated Net Income)
and (2) the amounts set forth in clause (a)(i)-(vii) above attributable to such
Subsidiary multiplied by (B) the percentage of Equity Interests in such
Subsidiary not directly or indirectly owned by the Borrower on the last day of
such period. Notwithstanding anything to the contrary herein, for each of the
first four fiscal quarters ended after the Closing Date, Consolidated EBITDA
will be calculated on a Pro Forma basis as if all transactions entered into by
the Borrower on the Closing Date were entered into on the first day of the
period for which Consolidated EBITDA is being measured.

      "Consolidated Interest Coverage Ratio" means, on any date, the ratio of
(a) Consolidated EBITDA of the Borrower and its Subsidiaries for the period of
four consecutive fiscal quarters most recently ended on or prior to such date,
taken as one accounting period, to (b) Consolidated Interest Expense of the
Borrower and its Subsidiaries for the period of four consecutive fiscal quarters
most recently ended on or prior to such date, taken as one accounting period.

      "Consolidated Interest Expense" means, for any period, (a) the sum of,
without duplication, (i) the interest expense (including imputed interest
expense in respect of Capital

                                       11

<PAGE>

Lease Obligations and Synthetic Lease Obligations but excluding any interest
expense attributable to Affiliate Subordinated Indebtedness) of the Borrower and
its Subsidiaries for such period (including all commissions, discounts and other
fees and charges owed by the Borrower and its Subsidiaries with respect to
letters of credit and bankers' acceptance financing), net of interest income, in
each case determined on a consolidated basis in accordance with GAAP, plus (ii)
any interest accrued (other than interest accrued with respect to Affiliate
Subordinated Indebtedness) during such period in respect of Indebtedness of the
Borrower or any Subsidiary of the Borrower that is required to be capitalized
rather than included in consolidated interest expense for such period in
accordance with GAAP, minus (b) to the extent included in such consolidated
interest expense for such period, amounts attributable to the amortization of
financing costs and non-cash amounts attributable to the amortization of debt
discounts. For purposes of this definition, interest expense shall be determined
after giving effect to any net payments made or received by the Borrower or any
Subsidiary of the Borrower with respect to interest rate Hedging Obligations.
Notwithstanding anything to the contrary herein, for each of the first four
fiscal quarters ended after the Closing Date, Consolidated Interest Expense will
be calculated on a Pro Forma basis as if all transactions entered into by the
Borrower on the Closing Date were entered into on the first day of the period
for which Consolidated Interest Expense is being measured.

      "Consolidated Net Income" means, with respect to any specified Person for
any period, the aggregate of the Net Income of such Person and its Subsidiaries
for such period, on a consolidated basis, determined in accordance with GAAP;
provided, that:

            (a)   the Net Income of any Subsidiary will be excluded to the
      extent that the declaration or payment of dividends or similar
      distributions by that Subsidiary of that Net Income is not at the date of
      determination permitted without any prior governmental approval (that has
      not been obtained) or, directly or indirectly, by operation of the terms
      of its charter or any agreement, instrument, judgment, decree, order,
      statute, rule or governmental regulation applicable to that Subsidiary or
      its stockholders; and

            (b)   the cumulative effect of a change in accounting principles
      will be excluded.

      "Continuation Notice" means a Continuation Notice substantially in the
form of Exhibit D.

      "Credit Facilities" means one or more debt facilities or commercial paper
facilities (including the debt facilities provided under this Agreement, the
Second Priority Term Loan Agreement and the Revolving Loan Agreement) in each
case with banks or other institutional lenders providing for revolving credit
loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from
such lenders against such receivables) or letters of credit, in each case, as
amended, restated, modified, renewed, refunded, replaced or refinanced
(including by means of sales of debt securities to institutional investors) in
whole or in part from time to time.

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

                                       12

<PAGE>

      "Default Rate" is defined in Section 2.07 (Default Interest).

      "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the Capital Stock, in whole or in part, on or prior to the date that
is 91 days after the Stated Maturity of the First Priority Term Loans.
Notwithstanding the preceding sentence, any Capital Stock that would constitute
Disqualified Stock solely because the holders of the Capital Stock have the
right to require the Borrower to repurchase such Capital Stock upon the
occurrence of a change of control or an asset sale will not constitute
Disqualified Stock if the terms of such Capital Stock provide that the Borrower
may not repurchase or redeem any such Capital Stock pursuant to such provisions
unless such repurchase or redemption complies with Section 5.04 (Restricted
Payments). The amount of Disqualified Stock deemed to be outstanding at any time
for purposes of this Agreement will be the maximum amount that the Borrower and
its Subsidiaries may become obligated to pay upon the maturity of, or pursuant
to any mandatory redemption provisions of, such Disqualified Stock, exclusive of
accrued dividends.

      "Dollars" and the sign "$" mean the lawful money of the United States of
America.

      "Eligible Assignee" means (a) any Lender, any Affiliate of any Lender and
any Related Fund (any two or more Related Funds being treated as a single
Eligible Assignee for all purposes hereof), and (b) any commercial bank,
insurance company, investment or mutual fund or other entity that is an
"accredited investor" (as defined in Regulation D under the Securities Act) and
which extends credit or buys loans as one of its businesses.

      "Environmental Consultants" means E Cubed, Inc., ENSR Corporation,
Environmental Consulting & Technology, Inc., STS Consultants, Ltd and Separation
Systems Consultants, Inc.

      "Environmental Law" is defined in Section 4.10 (Hazardous Substances).

      "Equally and Ratably" is defined in the Collateral Trust Agreement.

      "Equity Contributions" means contributions of cash or Cash Equivalents to
the common equity capital of the Borrower by Persons other than the Borrower and
its Subsidiaries.

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

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

      "ERISA Affiliate" means any trade or business (whether or not
incorporated) that is treated as a single employer together with Borrower or any
of its Subsidiaries under Section 52 or 414 of the Code or Title IV of ERISA.

      "ERISA Plan" means any employee benefit plan (including any Multiemployer
Plan) under Section 3(3) of ERISA (a) maintained by Borrower or its Subsidiaries
or any ERISA

                                       13

<PAGE>

Affiliate, or to which any of them contributes or is obligated to contribute, or
has contributed or been obligated to contribute, or has any liability, and (b)
covered by Title IV of ERISA or to which Section 302 of ERISA, Section 412 of
the Code or Subtitle J of the Code applies.

      "Estimated Peak Capacity" means, with respect to a Facility, the nominal,
as-tested new and clean capacity of such Facility, as corrected to average
ambient conditions, plus all incremental peaking capability of such Facility
derived from duct firing, power augmentation, steam injection or other means.

      "Event of Default" is defined in Section 7.01 (Events of Default).

      "EWG" is defined in Section 4.18 (Governmental Regulation).

      "Excess Cash Flow" means, for any period:

            (a)   the sum of:

                  (i)   all revenues (excluding (A) non-cash revenues and (B)
            any payments received from contract monetizations, contract buy-outs
            and similar transactions) received by the Borrower and its
            Subsidiaries during such period,

                  (ii)  all Net Proceeds of Asset Sales, Casualty Events and
            Condemnation Events, and all net proceeds from the sale, lease,
            conveyance or other disposition of any assets or rights not
            constituting "Asset Sales," in each case received by the Borrower
            and its Subsidiaries during such period and remaining after
            application of such proceeds to a Mandatory Repayment Offer pursuant
            to Section 2.11 (Mandatory Repayment Offers) and Section 5.07 (Asset
            Sales; Application of Net Proceeds), and

                  (iii) all Excess Expansion Asset Financing Proceeds received
            by the Borrower and its Subsidiaries during such period; less

            (b)   the sum of:

                  (i)   all costs, expenses, fees and other charges (including
            liquidated damages or other damages or penalties) incurred by the
            Borrower and its Subsidiaries during such period in connection with
            the ownership, operation, maintenance and use of the Facilities,
            including all payments under Major Project Documents and other
            agreements relating to the Facilities (other than Major Maintenance
            Expenses),

                  (ii)  all trustee fees, collateral agent fees and other
            similar administrative fees and expenses paid by the Borrower and
            its Subsidiaries during such period,

                  (iii) the Fixed Charges of the Borrower and its Subsidiaries
            during such period (other than Fixed Charges of the kind referred to
            in clause (d) of the definition of Fixed Charges and Fixed Charges
            relating to Subordinated

                                       14

<PAGE>

            Indebtedness or any other Indebtedness of the Borrower or any of its
            Subsidiaries that is contractually subordinated to the First
            Priority Term Loan Obligations),

                  (iv)  all payments of principal of Indebtedness of the
            Borrower and its Subsidiaries required to be made (whether or not
            actually made) during such period, other than payments of principal
            of Subordinated Indebtedness or any other Indebtedness of the
            Borrower or any of its Subsidiaries that is contractually
            subordinated to the First Priority Term Loan Obligations, and

                  (v)   all amounts paid by the Borrower and its Subsidiaries
            for capital expenditures to the Facilities during such period, other
            than Excluded CapEx Amounts.

      "Excess Expansion Asset Financing Proceeds" means the excess of (a) the
aggregate amount of proceeds of Expansion Debt incurred to finance costs
associated with Expansion Assets in accordance with Section 5.06(b)(iii) and
Equity Contributions made in connection therewith, over (b) the amount of such
proceeds and Equity Contributions required to finance costs associated with such
Expansion Assets in compliance with the conditions set forth in Section
5.06(b)(iii).

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Excluded Assets" means

            (a)   the fixtures and equipment relating to any Facility if, to the
      extent that and for so long as (i) the ownership or operation of such
      Facility is regulated by any federal or state regulatory authority and
      (ii) under the law applicable to such regulatory authority the grant of a
      security interest in such fixtures and equipment is prohibited or a
      security interest in such fixtures and equipment may be granted only after
      completion of a filing with, or receipt of consent from, such regulatory
      authority which has not been effectively completed or received; provided,
      that (A) such fixtures and equipment will be an Excluded Asset only to the
      extent and for so long as the conditions set forth in clauses (i) and (ii)
      in this clause (a) are and remain satisfied and to the extent such assets
      otherwise constitute Collateral, will cease to be an Excluded Asset, and
      will become subject to the security interests granted to the Collateral
      Agent under the Security Documents, immediately and automatically at such
      time as such conditions cease to exist, including by reason of the
      effective completion of any required filing or effective receipt of any
      required regulatory approval, and (B) unless prohibited by law, the
      proceeds of any sale, lease or other disposition of any such fixtures or
      equipment that are Excluded Assets shall not be an Excluded Asset and
      shall at all times be and remain subject to the security interests granted
      to the Collateral Agent under the security documents except as such
      proceeds are applied and used by the Borrower or its Subsidiaries in the
      ordinary course of business and applied in accordance with Section 5.07
      (Asset Sales; Application of Net Proceeds);

            (b)   with respect to personal property, any contract, agreement,
      lease, license, permit, franchise, power, authority or right if, to the
      extent that and for so long as (i) the

                                       15

<PAGE>

grant of a security interest therein constitutes or would result in the
abandonment, invalidation or unenforceability of such contract, agreement,
lease, license, permit, franchise, power, authority or right or the termination
of or a default under the instrument or agreement by which such contract,
agreement, lease, license, permit, franchise, power, authority or right is
governed and (ii) such abandonment, invalidation, unenforceability, termination
or default is not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408
or 9-409 of the Uniform Commercial Code (or any successor provisions) of any
relevant jurisdiction or any other applicable Legal Requirement (including the
United States bankruptcy code); provided, that (A) such contract, agreement,
lease, license, permit, franchise, power, authority or right will be an Excluded
Asset only to the extent and for so long as the conditions set forth in clauses
(i) and (ii) of this clause (b) are and remain satisfied and to the extent that
such assets otherwise constitute Collateral, will cease to be an Excluded Asset,
and will become subject to the security interests granted to the Collateral
Agent under the Security Documents, immediately and automatically at such time
as such conditions cease to exist, including by reason of any waiver or consent
under the applicable instrument or agreement, and (B) the proceeds of any sale,
lease or other disposition of any such contract, agreement, lease, license,
permit, franchise, power, authority or right that is or becomes an Excluded
Asset shall not be an Excluded Asset and shall at all times be and remain
subject to the security interests granted to the Collateral Agent under the
Security Documents except as such proceeds are applied and used by the Borrower
or its Subsidiaries in the ordinary course of business and applied in accordance
with Section 5.07 (Asset Sales; Application of Net Proceeds);

            (c)   with respect to any real property, any lease, license, permit,
      franchise, power, authority or right if, to the extent that and for so
      long as the grant of a security interest therein constitutes or would
      result in the abandonment, invalidation or unenforceability of such lease,
      license, permit, franchise, power, authority or right or the termination
      of or a default under the instrument or agreement by which such lease,
      license, permit, franchise, power, authority or right is governed;
      provided, that such lease, license, permit, franchise, power, authority or
      right will be an Excluded Asset only to the extent and for as long as the
      condition set forth above is and remains satisfied and to the extent such
      assets otherwise constitute Collateral, will cease to be an Excluded
      Asset, and will become subject to the security interests granted to the
      Collateral Agent under the Security Documents except as such proceeds are
      applied and used by the Borrower or its Subsidiaries in the ordinary
      course of business and applied in accordance with Section 5.07 (Asset
      Sales; Application of Net Proceeds);

            (d)   any Excluded Subsidiary Securities;

            (e)   any property or assets owned by the Excluded Subsidiary;

            (f)   any Expansion Assets; provided, that any Expansion Assets will
      be Excluded Assets only if and for so long as the limitations imposed by
      the debt instruments of Calpine and its Subsidiaries on the ability to
      grant a Lien on such Expansion Assets to secure the Secured Obligations
      continue to be applicable, as determined in good faith by the Borrower;
      and

                                       16

<PAGE>

            (g)   the Borrower's rights under or with respect to the Working
      Capital Facility.

      "Excluded CapEx Amounts" means amounts paid by the Borrower and its
Subsidiaries for capital expenditures to the Facilities using funds derived from
either of the following funding sources:

            (a)   Equity Contributions, other than Equity Contributions made to
      comply with Section 5.06(b)(iii); and

            (b)   proceeds of Expansion Debt incurred in accordance with Section
      5.06(b)(iii).

      "Excluded Subsidiary" means Goldendale Energy Center, LLC, only if and for
so long as the limitations imposed by the debt instruments of Calpine and its
Subsidiaries on Goldendale Energy Center, LLC's ability to be a Guarantor and
grant a Lien on its property and assets to secure the Secured Obligations
continue to be applicable to Goldendale Energy Center, LLC, as determined in
good faith by the Borrower.

      "Excluded Subsidiary Securities" means Capital Stock or other securities
of any Subsidiary of the Borrower, other than the Equity Interests in CalGen
Expansion Company.

      "Existing Credit Administrative Agent" means Credit Suisse First Boston,
acting through its New York Branch, as the administrative agent under the
Existing Senior Secured Credit Facility.

      "Existing Purchase Option" means an Asset Sale required in accordance with
any of the following, without giving effect to any amendments or other
modifications thereto after the Closing Date:

            (a)   the exercise by Eastman Chemical Company (or its successors
      and permitted assigns) of any of its purchase options under the Energy
      Services Agreement, dated as of August 15, 2000, and as amended to the
      Closing Date, between Columbia Energy LLC and Eastman Chemical Company;

            (b)   the exercise by Solutia, Inc. (or its successors and permitted
      assigns) of its purchase option upon an event of default under the Second
      Amended and Restated Lease, Steam Sales and Shared Services Agreement,
      dated as of January 31, 2001, and as amended to the Closing Date, between
      Decatur Energy Center, LLC and Solutia, Inc.;

            (c)   the exercise by Bayer Corporation (or its successors and
      permitted assigns) of its purchase option under the Energy Services
      Agreement, dated as of January 12, 2000, and as amended to the Closing
      Date, between Baytown Energy Center, LP and Bayer Corporation;

            (d)   the exercise by Lyondell-CITGO Refining L.P. (or its
      successors and permitted assigns) of any of its options to acquire certain
      property under the Amended and Restated Ground Lease and Easement
      Agreement, dated as of March 30, 2001, and

                                       17

<PAGE>

      as amended to the Closing Date, between Channel Energy Center, LP and
      Lyondell-CITGO Refining L.P.;

            (e)   the exercise by CITGO Refining and Chemicals Company L.P. (or
      its successors and permitted assigns) of its right of first offer under
      the Energy Services Agreement, dated as of March 23, 1999, and as amended
      to the Closing Date, between Corpus Christi Cogeneration, LP and CITGO
      Refining and Chemicals Company L.P.; and

            (f)   the exercise by Flint Hills Resources, L.P. (or its successors
      and permitted assigns) its purchase option under the Energy Services
      Agreement, dated as of July 24, 2003, and as amended to the Closing Date,
      between Corpus Christi Cogeneration, LP and Flint Hills Resources, L.P.

      "Existing Senior Secured Credit Facility" means the Credit Agreement,
dated as of October 16, 2000, among the Borrower, the Existing Credit
Administrative Agent, the financial institutions thereto from time to time as
lenders and the other agents and arrangers party thereto.

      "Expansion Assets" means the assets (including real property rights,
contractual rights, rights under permits, other general intangibles and other
ancillary rights) added to a Facility in connection with the addition of
capacity to, or other expansion of, such Facility; provided, that such Expansion
Assets are not necessary for the operation of such Facility or any other
Facility (other than the Expansion Assets themselves), are readily
distinguishable from such Facility and can be removed or separated from such
Facility, dismantled or operated independently of the operation of the Facility
without impairing the Facility or any other Facility in any material respect.

      "Expansion Debt" means Indebtedness incurred for the purpose of financing
the development, construction or purchase of, or repairs, improvements or
additions to, Expansion Assets relating to one or more Facilities, including any
Indebtedness existing at the time such Expansion Assets are acquired, whether or
not such Indebtedness is incurred in connection with, or in contemplation of,
the acquisition of such Expansion Assets; provided, that such Indebtedness was
incurred to finance the development, construction or purchase of, or repairs,
improvements or additions to, such Expansion Assets.

      "Facilities" means the Closing Date Facilities and any other electric
generating facilities acquired or constructed after the Closing Date in
accordance with the terms hereof; provided that any Facility disposed of in
accordance with the terms hereof shall from and after the date of any such
disposition be deemed not to be a Facility hereunder from and after the date of
such disposition.

      "Facility Owners" means Baytown Energy Center, LP; Carville Energy LLC;
Channel Energy Center, LP; Columbia Energy LLC; Corpus Christi Cogeneration LP;
Decatur Energy Center, LLC; Delta Energy Center, LLC, Freestone Power Generation
LP; Goldendale Energy Center, LLC, Los Medanos Energy Center, LLC; Morgan Energy
Center, LLC; Calpine Oneta Power, L.P.; Pastoria Energy Facility L.L.C. and Zion
Energy LLC.

                                       18

<PAGE>

      "Fair Market Value" means the value that would be paid by a willing buyer
to a willing seller in a transaction not involving distress or necessity of
either party, (a) determined in good faith by an Officer of the Borrower and
evidenced by an Officer's Certificate delivered to the Administrative Agent, if
such value is less than or equal to $10,000,000, or (b) determined in good faith
by the Board of Directors of the Borrower and evidenced by a resolution
delivered to the Administrative Agent, if such value is greater than
$10,000,000.

      "Federal Funds Effective Rate" means for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the Federal Funds Rate for such day shall be the average rate
charged to the Administrative Agent, in its capacity as a Lender, on such day on
such transactions as determined by the Administrative Agent.

      "FERC" is defined in Section 4.18 (Governmental Regulation).

      "Financing Documents" means this Agreement, the Second Priority Term Loan
Agreement, the Revolving Loan Agreement, the Purchase Agreement, the Indentures,
the Notes, the Registration Rights Agreement, the Security Documents and all
other security documents and intercreditor agreements entered into by Holdings,
the Borrower or any Subsidiary thereof (on the one hand) and any Agent or any
Lender (on the other hand) in connection therewith.

      "Financing Statements" is defined in Section 3.06 (Security).

      "First Priority Debt Representative" is defined in the Collateral Trust
Agreement.

      "First Priority Indenture" is defined in the Recitals hereto.

      "First Priority Indenture Trustee" is defined in the Recitals hereto.

      "First Priority Lien" means a Lien granted by the Borrower or any
Guarantor under a Security Document to the Collateral Agent upon any assets or
property of the Borrower or any Guarantor to secure First Priority Lien
Obligations.

      "First Priority Lien Cap" means as of any date, (a) the principal amount
of First Priority Notes, plus (b) the principal amount of all Indebtedness
outstanding under this Agreement on the Closing Date, plus the Indebtedness
outstanding under any other Credit Facility (including the Revolving Loan
Agreement), all in an aggregate principal amount not to exceed the amount
provided for in Section 5.06(b)(i)(A), less (c) the amount of Second Priority
Lien Debt and Third Priority Lien Debt incurred after the Closing Date the net
proceeds of which are used to repay First Priority Lien Debt, plus (d) the
amount of accrued interest, fees and expenses, including premiums, paid in
connection with the incurrence of any Permitted Refinancing Indebtedness with
respect to the Indebtedness described in clauses (a) and (b), plus (e) the
notional amount of Hedging Obligations incurred to hedge or manage interest rate
risk with respect to other First Priority Lien Debt having an aggregate notional
amount not to exceed, together with the aggregate notional amount of any
outstanding Hedging Obligations constituting Second Priority

                                       19

<PAGE>

Lien Debt, $500,000,000. For purposes of this definition of First Priority Lien
Cap, all letters of credit will be valued at the face amount thereof, whether or
not drawn.

      "First Priority Lien Debt" means, collectively, (a) the First Priority
Notes, (b) the Indebtedness under this Agreement, (c) the Indebtedness under the
Revolving Loan Agreement, (d) Hedging Obligations incurred to hedge or manage
interest rate risk with respect to other First Priority Lien Debt having an
aggregate notional amount not to exceed, together with the aggregate notional
amount of any outstanding Hedging Obligations constituting Second Priority Lien
Debt, $500,000,000, (e) Indebtedness under any other Credit Facility that is
secured by a First Priority Lien, and (f) any other Indebtedness the net
proceeds of which are used to refund, refinance, replace, defease, discharge or
otherwise acquire or retire any other First Priority Lien Debt; provided,
however, such Indebtedness shall constitute First Priority Lien Debt only if, in
the case of clauses (d), (e) or (f) of this definition, (i) such Indebtedness
was permitted to be incurred and so secured under each applicable Financing
Document (or the lenders under such Indebtedness obtained an Officer's
Certificate of the Borrower at the time of incurrence to the effect that such
Indebtedness was permitted to be incurred and so secured under each applicable
Financing Document), (ii) on or before the date on which such Indebtedness is
incurred by the Borrower or the applicable Subsidiary, such Indebtedness is
designated by the Borrower, in an Officer's Certificate delivered to each First
Priority Debt Representative and the Collateral Agent, as First Priority Lien
Debt for the purposes of the Collateral Trust Agreement and the other First
Priority Lien Documents; (iii) such Indebtedness is governed by an agreement
that includes a Sharing Confirmation, a Lien Priority Confirmation and an
agreement by the holder of such Indebtedness and the applicable First Priority
Debt Representative to vote with respect to such Indebtedness as described in
the Collateral Trust Agreement; and (iv) all requirements set forth in the
Collateral Trust Agreement as to the confirmation, grant or perfection of the
Collateral Agent's Liens to secure such Indebtedness or Obligations in respect
thereof are satisfied (and the satisfaction of such requirements will be
conclusively established if the Borrower delivers to the Collateral Agent an
Officer's Certificate stating that such requirements have been satisfied and
that such Indebtedness is First Priority Lien Debt).

      "First Priority Lien Documents" means this Agreement, the First Priority
Notes, the Guarantees related thereto, the First Priority Indenture, the
Revolving Loan Agreement, each agreement governing any other series of First
Priority Lien Debt and all other agreements governing, securing or relating to
any First Priority Lien Obligations.

      "First Priority Lien Obligations" means the First Priority Lien Debt and
all other Obligations in respect of First Priority Lien Debt.

      "First Priority Notes" is defined in the Recitals hereto.

      "First Priority Notes Indenture" is defined in the Recitals hereto.

      "First Priority Secured Parties" shall mean the holders of the First
Priority Lien Obligations (including the holders of the First Priority Notes,
the Lenders, the Administrative Agent and the lenders under the Revolving Loan
Agreement).

                                       20
<PAGE>

      "First Priority Term Loan Commitment" means the commitment of a Lender to
make or otherwise fund a First Priority Term Loan and "First Priority Term Loan
Commitments" means such commitments of all Lenders in the aggregate. The
aggregate amount of the First Priority Term Loan Commitments as of the Closing
Date is $600,000,000.

      "First Priority Term Loan Documents" means this Agreement and the Security
Documents which relate to any of the First Priority Term Loan Obligations and
all other agreements related thereto.

      "First Priority Term Loan Guarantees" means the Guarantees by the
Guarantors of the Borrower's and the other Guarantors' obligations with respect
to First Priority Term Loan Obligations under this Agreement, as set forth in
Article XI hereof.

      "First Priority Term Loan Note" means a promissory note in the form of
Exhibit F, evidencing a First Priority Term Loan.

      "First Priority Term Loan Obligations" means the First Priority Term Loans
and all other Obligations under the First Priority Term Loan Documents relating
to such loans.

      "First Priority Term Loan Secured Obligations Termination Date" means the
date on which all First Priority Term Loan Obligations (including all interest
accrued thereon after the commencement of any bankruptcy, insolvency or
liquidation proceeding at the rate, including any applicable post-default rate,
specified in the First Priority Term Loan Documents even if such interest is not
enforceable, allowable or allowed as a claim in such proceeding) have been paid
in full in cash and all commitments to extend credit hereunder have been
terminated.

      "First Priority Term Loan Secured Parties" means the Administrative Agent,
the Collateral Agent and the Lenders.

      "First Priority Term Loans" is defined in the Recitals hereto.

      "Fixed Charge Coverage Ratio" means with respect to any specified Person
for any period, the ratio of the Consolidated Cash Flow of such Person for such
period to the Fixed Charges of such Person for such period. In the event that
the specified Person or any of its Subsidiaries incurs, assumes, guarantees,
repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness
(other than ordinary working capital borrowings) or issues, repurchases or
redeems preferred equity subsequent to the commencement of the period for which
the Fixed Charge Coverage Ratio is being calculated and on or prior to the date
on which the event for which the calculation of the Fixed Charge Coverage Ratio
is made (the "Calculation Date"), then the Fixed Charge Coverage Ratio will be
calculated giving Pro Forma effect to such incurrence, assumption, Guarantee,
repayment, repurchase, redemption, defeasance or other discharge of
Indebtedness, or such issuance, repurchase or redemption of preferred equity,
and the use of the proceeds therefrom, as if the same had occurred at the
beginning of the such period.

      In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

                                       21
<PAGE>

            (a) acquisitions that have been made by the specified Person or any
      of its Subsidiaries, including through mergers or consolidations, or any
      Person or any of its Subsidiaries acquired by the specified Person or any
      of its Subsidiaries, and including any related financing transactions and
      including increases in ownership of Subsidiaries, during the applicable
      reference period or subsequent to such reference period and on or prior to
      the Calculation Date will be given Pro Forma effect as if they had
      occurred on the first day of such reference period;

            (b) the Consolidated Cash Flow attributable to discontinued
      operations, as determined in accordance with GAAP, and operations or
      businesses (and ownership interests therein) disposed of prior to the
      Calculation Date, will be excluded;

            (c) the Fixed Charges attributable to discontinued operations, as
      determined in accordance with GAAP, and operations or businesses (and
      ownership interests therein) disposed of prior to the Calculation Date,
      will be excluded, but only to the extent that the obligations giving rise
      to such Fixed Charges will not be obligations of the specified Person or
      any of its Subsidiaries following the Calculation Date;

            (d) any Person that is a Subsidiary on the Calculation Date will be
      deemed to have been a Subsidiary at all times during such reference
      period;

            (e) any Person that is not a Subsidiary on the Calculation Date will
      be deemed not to have been a Subsidiary at any time during such reference
      period; and

            (f) if any Indebtedness bears a floating rate of interest, the
      interest expense on such Indebtedness will be calculated as if the rate in
      effect on the Calculation Date had been the applicable rate for the entire
      reference period (taking into account any Hedging Obligation applicable to
      such Indebtedness if such Hedging Obligation has a remaining term as at
      the Calculation Date in excess of 12 months).

      "Fixed Charges" means, with respect to any specified Person for any
period, the sum, without duplication, of:

            (a) the consolidated interest expense of such Person and its
      Subsidiaries for such period, whether paid or accrued, including
      amortization of debt issuance costs and original issue discount, non-cash
      interest payments, the interest component of any deferred payment
      obligations, the interest component of all payments associated with
      Capital Lease Obligations, commissions, discounts and other fees and
      charges incurred in respect of letter of credit or bankers' acceptance
      financings, and net of the effect of all payments made or received
      pursuant to Hedging Obligations in respect of interest rates, plus
      one-third of all payments with respect to operating leases, but excluding
      the consolidated interest expense of such Person and its Subsidiaries for
      such period, whether paid or accrued, under any Affiliate Subordinated
      Indebtedness; plus

            (b) the consolidated interest of such Person and its Subsidiaries
      that was capitalized during such period, but excluding the consolidated
      capitalized interest of such Person and its Subsidiaries for such period
      under any Affiliate Subordinated Indebtedness; plus

                                       22
<PAGE>

            (c) any interest accruing on Indebtedness of another Person that is
      Guaranteed by such Person or one of its Subsidiaries or secured by a Lien
      on assets of such Person or one of its Subsidiaries, whether or not such
      Guarantee or Lien is called upon; plus

            (d) the product of (i) all dividends, whether paid or accrued and
      whether or not in cash, on any series of preferred equity of such Person
      or any of its Subsidiaries, other than dividends on Equity Interests
      payable solely in Equity Interests of CalGen (other than Disqualified
      Stock) or to CalGen or a Subsidiary of CalGen, times (ii) a fraction, the
      numerator of which is one and the denominator of which is one minus the
      effective combined federal, state and local statutory tax rate of such
      Person for the immediately preceding fiscal year, expressed as a decimal,

in each case, on a consolidated basis and determined in accordance with GAAP.

      "FPA" is defined in Section 4.18 (Governmental Regulation).

      "Funding Notice" means a notice substantially in the form of Exhibit E.

      "GAAP" means generally accepted accounting principles set forth in the
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as have been approved by a
significant segment of the accounting profession, which are in effect on the
applicable date of determination.

      "Goldendale Facility" means the Facility owned by Goldendale Energy
Center, LLC.

      "Governmental Authority" means any federal, state, municipal, national or
other government, governmental department, commission, board, bureau, court,
agency or instrumentality or political subdivision thereof or any entity or
officer exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to any government or any court, in
each case whether associated with a state of the United States, the United
States, or a foreign entity or government.

      "Governmental Rule" means any law, rule, regulation, ordinance, order,
code interpretation, treaty, judgment, decree, directive, guidelines, policy or
similar form of decision of any Governmental Authority.

      "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, by way of a pledge of assets or through
letters of credit or reimbursement agreements in respect thereof, of all or any
part of any Indebtedness (whether arising by virtue of partnership arrangements,
or by agreements to keep-well, to purchase assets, goods, securities or
services, to take or pay or to maintain financial statement conditions or
otherwise).

      "Guarantors" means

            (a) CalGen Expansion Company; CPN Freestone, LLC; Calpine Freestone,
      LLC; Freestone Power Generation LP; Calpine Freestone Energy GP, LLC;
      Calpine Freestone Energy, LP; Calpine Power Equipment LP; Calpine Channel
      Energy Center

                                       23
<PAGE>

      LP, LLC; Calpine Channel Energy Center GP, LLC; Channel Power GP, LLC;
      Channel Power, LP; Channel Energy Center, LP; CalGen Equipment Finance
      Holdings, LLC; CalGen Project Equipment Finance Company One, LLC; CalGen
      Project Equipment Finance Company Three LLC; CalGen Equipment Finance
      Company, LLC; Nueces Bay Energy LLC; Calpine Northbrook Southcoast
      Investors, LLC; Calpine Corpus Christi Energy GP, LLC; Calpine Corpus
      Christi Energy, LP; Corpus Christi Cogeneration LP; Zion Energy LLC; Los
      Medanos Energy Center, LLC; Morgan Energy Center, LLC; Carville Energy
      LLC; Decatur Energy Center, LLC; Calpine Oneta Power I, LLC; Calpine Oneta
      Power II, LLC; Calpine Oneta Power, L.P.; Calpine Baytown Energy Center
      LP, LLC; Calpine Baytown Energy Center GP, LLC; Baytown Energy Center, LP;
      Baytown Power GP, LLC; Baytown Power, LP; Columbia Energy LLC; Delta
      Energy Center, LLC; CalGen Project Equipment Finance Company Two, LLC;
      Pastoria Energy Facility L.L.C.; and Calpine Pastoria Holdings, LLC; and

            (b) any other Subsidiary of the Borrower that becomes a Guarantor in
      accordance with the provisions of this Agreement;

and their respective successors and assigns.

      "Hedging Obligations" means, with respect to any specified Person, the
Obligations of such Person under:

            (a) interest rate swap agreements (whether from fixed to floating or
      from floating to fixed), interest rate cap agreements and interest rate
      collar agreements;

            (b) other agreements or arrangements designed to manage interest
      rate risk; and

            (c) other agreements or arrangements designed to protect such Person
      against fluctuations in currency exchange rates or commodity prices.

      "Highest Lawful Rate" means the maximum lawful interest rate, if any, that
at any time or from time to time may be contracted for, charged, or received
under the laws applicable to any Lender which are presently in effect or, to the
extent allowed by law, under such applicable laws which may hereafter be in
effect and which allow a higher maximum nonusurious interest rate than
applicable laws now allow.

      "Holding Companies" means

            (a) Calpine Baytown Energy Center LP, LLC; Calpine Baytown Energy
      Center GP, LLC; Baytown Power GP, LLC; Baytown Power, LP; Channel Power,
      LP; Calpine Channel Energy Center LP, LLC; Calpine Channel Energy Center
      GP, LLC; Channel Power GP, LLC; Calpine Corpus Christi Energy GP, LLC;
      Calpine Corpus Christi Energy, LP; Nueces Bay Energy LLC; Calpine
      Northbrook Southcoast Investors, LLC; CPN Freestone, LLC; Calpine
      Freestone, LLC; Calpine Freestone Energy GP, LLC; Calpine Freestone
      Energy, LP; Calpine Oneta Power I, LLC; Calpine Oneta Power II, LLC;
      CalGen Equipment Finance Holdings, LLC; and Calpine Pastoria Holdings,
      LLC; and

                                       24
<PAGE>

            (b) any other Subsidiary of the Borrower that becomes a Holding
      Company in accordance with the provisions of this Agreement;

and their respective successors and assigns.

      "Holdings" is defined in the Recitals hereto.

      "Increased-Cost Lender" is defined in Section 2.17 (Removal Replacement of
a Lender).

      "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person (excluding accrued expenses and trade payables),
whether or not contingent:

            (a) in respect of borrowed money;

            (b) evidenced by bonds, notes, debentures or similar instruments or
      letters of credit (or reimbursement agreements in respect thereof);

            (c) in respect of bankers' acceptances;

            (d) representing Capital Lease Obligations;

            (e) representing the balance deferred and unpaid of the purchase
      price of any property or services due more than six months after such
      property is acquired or such services are completed; or

            (f) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any Indebtedness of any other Person.

      The amount of any Indebtedness outstanding as of any date will be:

            (i) the accreted value of the Indebtedness, in the case of any
      Indebtedness issued with original issue discount;

            (ii) the principal amount of the Indebtedness, in the case of any
      other Indebtedness; and

            (iii) in respect of Indebtedness of another Person secured by a Lien
      on the assets of the specified Person, the lesser of:

                  (A) the Fair Market Value of such asset at the date of
            determination, and

                  (B) the amount of the Indebtedness of the other Person.

                                       25
<PAGE>

      Notwithstanding anything to the contrary in this definition of
Indebtedness, with respect to any contingent obligations (other than with
respect to contractual obligations to repurchase goods sold or distributed,
which shall be included to the extent reflected on the balance sheet of such
Person in accordance with GAAP) of a Person, the maximum liability of such
Indebtedness shall be as determined by such Person's Board of Directors, in good
faith, as, in light of the facts and circumstances existing at the time,
reasonably likely to be incurred upon the occurrence of the contingency giving
rise to such obligation.

      "Indemnified Liabilities" has the meaning assigned to it in the Collateral
Trust Agreement.

      "Indemnitee" is defined in Section 12.03 (Indemnity).

      "Indentures" is defined in the Recitals hereto.

      "Independent Engineer" means R.W. Beck or any other independent
engineering company of national standing selected by the Borrower and reasonably
acceptable to the Administrative Agent.

      "Index Based Gas Sale and Power Purchase Agreement" means that certain
Index Based Gas Sale and Power Purchase Agreement, dated as of the date hereof,
among the Borrower, each Facility Owner and CES.

      "Index Hedge" means, collectively, (a) that certain ISDA Master Agreement
(MULTICURRENCY-CROSS BORDER), dated as of March 12, 2004, between the Borrower
and MSCG, as supplemented by that certain Schedule to the Master Agreement,
dated as of March 12, 2004, between the Borrower and MSCG and by that certain
Amended and Restated Confirmation, dated as of March 12, 2004, between the
Borrower and MSCG, and (b) that certain Guaranty, dated as of March 12, 2004, by
Morgan Stanley for the benefit of the Borrower.

      "Insolvency Proceeding" means

            (a) any proceeding for the reorganization, recapitalization or
      adjustment or marshalling of the assets or liabilities of the Borrower or
      any other Obligor, any receivership or assignment for the benefit of
      creditors relating to the Borrower or any other Obligor or any similar
      case or proceeding relative to the Borrower or any other Obligor or its
      creditors, as such, in each case whether or not voluntary;

            (b) any liquidation, dissolution, marshalling of assets or
      liabilities or other winding up of or relating to the Borrower or any
      other Obligor, in each case whether or not voluntary and whether or not
      involving bankruptcy or insolvency; or

            (c) any other proceeding of any type or nature in which
      substantially all claims of creditors of the Borrower or any other Obligor
      are determined and any payment or distribution is or may be made on
      account of such claims.

      "intellectual property rights" is defined in Section 4.09 (Intellectual
      Property Rights).

                                       26
<PAGE>

      "Interest Payment Date" means (a) July 1, 2004, (b) each October 1,
January 1, April 1 and July 1 thereafter, and (c) in all cases, upon prepayment
of any First Priority Term Loans (to the extent thereof and including any
optional or mandatory prepayments or redemptions), upon conversion from a Base
Rate Loan to a LIBOR Rate Loan or a LIBOR Rate Loan to a Base Rate Loan, and on
the Maturity Date.

      "Interest Period" means the period of one, two, three or six months, as
selected by the Borrower in the applicable Continuation Notice commencing on the
day on which the immediately preceding Interest Period expires; provided, (a) if
an Interest Period would otherwise expire on a day that is not a Business Day,
such Interest Period shall expire on the next succeeding Business Day unless no
further Business Day occurs in such month, in which case such Interest Period
shall expire on the immediately preceding Business Day; (b) any Interest Period
that begins on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the calendar month at the end of
such Interest Period) shall, subject to clause (c) of this definition, end on
the last Business Day of such calendar month; (c) no Interest Period shall
extend beyond the Maturity Date; and (d) the first Interest Period is deemed to
begin on the Closing Date and expire on March 31,2004.

      "Interest Rate Determination Date" means, with respect to any Interest
Period, the date that is two Business Days prior to the first day of such
Interest Period.

      "Investment Company Act" is defined in Section 4.16 (Investment Company
Act).

      "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the form
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Borrower
or any of its Subsidiaries sells or otherwise disposes of any Equity Interests
of any direct or indirect Subsidiary of the Borrower such that, after giving
effect to any such sale or disposition, such Person is no longer a Subsidiary of
the Borrower, the Borrower will be deemed to have made an Investment on the date
of any such sale or disposition equal to the Fair Market Value of the Borrower's
Investments in such Subsidiary that were not sold or disposed of in an amount
determined as provided in the final paragraph of Section 5.04 (Restricted
Payments). Except as otherwise provided in this Agreement, the amount of an
Investment will be determined at the time the Investment is made and without
giving effect to subsequent changes in value.

      "Legal Requirements" means, as to any Person, the articles of
incorporation, bylaws or other organizational or governing documents of such
Person, and any requirement under a Permit, and any Governmental Rule in each
case applicable to or binding upon such Person or any of its properties or to
which such Person or any of its property is subject.

      "Lender" means each financial institution listed on the signature pages
hereto as a Lender, and any other Person that becomes a party hereto pursuant to
an Assignment Agreement.

                                       27
<PAGE>

      "LIBOR Rate" means, with respect to any LIBOR Rate Loan for any Interest
Period, the rate per annum determined by the Administrative Agent at
approximately 11:00 a.m. .(London time) on the applicable Interest Rate
Determination Date by reference to the British Bankers' Association Interest
Settlement Rates for deposits in dollars (as set forth by the Bloomberg
Information Service or any successor thereto or any other service selected by
the Administrative Agent which has been nominated by the British Bankers'
Association as an authorized information vendor for the purpose of displaying
such rates) for a period equal to such Interest Period; provided that, to the
extent that an interest rate is not ascertainable pursuant to the foregoing
provisions of this definition, the "LIBOR Rate" shall be the rate per annum at
which the Administrative Agent or one of its affiliate banks offers to place
deposits in Dollars with first-class banks in the London interbank market in
London, England for such relevant Interest Period at approximately 11:00 a.m.
(London time) on the applicable Interest Rate Determination Date, in amounts
equal to $1,000,000.

      "LIBOR Rate Loan" means a First Priority Term Loan bearing interest at a
rate determined by reference to the Adjusted LIBOR Rate.

      "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

      "Lien Priority Confirmation" is defined in the Collateral Trust Agreement.

      "Loan Agreements" means this Agreement, the Second Priority Term Loan
Agreement and the Revolving Loan Agreement.

      "Major Maintenance Expenses" means all costs, expenses, fees and other
charges (including liquidated damages or other damages or penalties) incurred by
the Borrower and its Subsidiaries during a period for major maintenance of the
Facilities under the Master Maintenance Services Agreement or otherwise.

      "Major Project Documents" means the WECC Fixed Price Gas Sale and Power
Purchase Agreement, the Index Based Gas Sale and Power Purchase Agreement, the
Index Hedge, the Working Capital Facility, the Master Operation and Maintenance
Agreement, the Master Maintenance Services Agreement, the Calpine Performance
Guaranty, the Master Construction Management Agreement, the Calpine Project
Undertaking and the Administrative Services Agreement.

      "Mandatory Repayment Offer" is defined in Section 2.11 (Mandatory
Repayment Offers).

      "Master Construction Management Agreement" means that certain Master
Construction Management Agreement, dated as of the date hereof, among the
Borrower, Columbia Energy LLC, Goldendale Energy Center, LLC, Pastoria Energy
Facility, LLC and Calpine Construction Management Company, Inc.

                                       28
<PAGE>

      "Master Maintenance Services Agreement" means that certain Master
Maintenance Services Agreement, dated as of the date hereof, among the Borrower,
each Facility Owner and Calpine Operating Services Company, Inc.

      "Master Operation and Maintenance Agreement" means that certain Master
Operation and Maintenance Agreement, dated as of the date hereof, among the
Borrower, each Facility Owner and Calpine Operating Services Company, Inc.

      "Material Adverse Effect" means a material adverse effect on (a) the
current or reasonably anticipated business, property, results of operation or
financial condition of the Borrower and its Subsidiaries taken as a whole, (b)
the ability of the Borrower and its Subsidiaries to perform their obligations
under this Agreement and the other First Priority Term Loan Documents or (c) the
value of, or the validity or priority of the Collateral Agent's security
interests in, the Collateral taken as a whole.

      "Materially Adverse" means, with respect to an event or circumstance, that
such event or circumstance has had or is reasonably expected to have a material
adverse effect on the Borrower and its Subsidiaries, taken as a whole; it being
understood that an event or circumstance would have a material adverse effect on
the Borrower and its Subsidiaries, taken as a whole, if the Excess Cash Flow for
the Borrower's most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such
event or circumstance occurred or commenced to exist, as applicable, would have
decreased by more than 5.0%, determined on a Pro Forma basis.

      "Maturity Date" means the earlier of (a) April 1, 2009 and (b) the date
that all First Priority Term Loans shall become due and payable in full
hereunder, whether by acceleration or otherwise.

      "Moody's" means Moody's Investors Service, Inc.

      "Mortgages" means each of the mortgages and deeds of trust encumbering any
of the properties of any of the Guarantors including the Closing Date Mortgages
and the mortgages and/or deeds of trust entered into pursuant to Section 5.14
(Additional Subsidiaries).

      "MSCG" means Morgan Stanley Capital Group, Inc.

      "MSSF" means Morgan Stanley Senior Funding, Inc.

      "Multiemployer Plan" means any "Multiemployer Plan" (as such term is
defined in Section 3(37) or 4001 (a)(3) of ERISA).

      "Net Income" means, with respect to any specified Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however:

            (a) any gain (but not loss), together with any related provision for
      taxes on such gain (but not loss), realized in connection with (a) any
      Asset Sale or (b) the

                                       29
<PAGE>

      disposition of any securities by such Person or any of its Subsidiaries or
      the extinguishment of any indebtedness of such Person or any of its
      Subsidiaries; and

            (b) any extraordinary gain (but not loss), together with any related
      provision for taxes on such extraordinary gain (but not loss).

      "Net Proceeds" means:

            (a) the aggregate cash proceeds received by the Borrower or any of
      its Subsidiaries in respect of any Asset Sale (including any cash received
      upon the sale or other disposition of any non-cash consideration received
      in any Asset Sale), net of the direct costs relating to such Asset Sale,
      including legal, accounting and investment banking fees, sales
      commissions, any relocation expenses incurred as a result of the Asset
      Sale, and any taxes paid or payable by the Borrower, any of its
      Subsidiaries or Calpine as a result of the Asset Sale, in each case, after
      taking into account any available tax credits or deductions and any tax
      sharing arrangements, amounts required to be applied to the repayment of
      Indebtedness secured by a Lien on the asset or assets that were the
      subject of the Asset Sale (other than Secured Obligations), and any
      reserve for adjustment in respect of the sale price of such asset or
      assets established in accordance with GAAP;

            (b) all proceeds of any insurance, indemnity, warranty or guaranty
      payable from time to time with respect to any Casualty Event that are not
      applied to the repair, replacement or rebuilding of the applicable
      Facility to the extent commercially feasible, other than business
      interruption insurance proceeds, net of the direct costs relating to the
      collection of such proceeds; and

            (c) all payments (in any form whatsoever) made or due and payable
      from time to time in connection with any Condemnation Event by any
      governmental authority (or any Person acting under color of governmental
      authority) that are not applied to the repair, replacement or rebuilding
      of the applicable Facility to the extent commercially feasible, net of the
      direct costs relating to the collection of such proceeds.

      "Non-Consenting Lender" is defined in Section 2.17 (Removal or Replacement
of a Lender).

      "Non-U.S. Lender" is defined in Section 2.16 (Taxes; Withholding, etc.).

      "Note Documents" means the Indentures, the Notes, the Note Guarantees, the
Collateral Trust Agreement, each Sharing Confirmation, the other Security
Documents which relate to any of the Note Obligations and all other agreements
related thereto.

      "Note Guarantee" means the Guarantee by each Guarantor of the Borrower's
obligations under each Indenture and on the Notes issued in connection
therewith, including the payment, when due and payable, of principal, interest
and premium, if any, thereunder, executed pursuant to the provisions of each
Indenture.

      "Note Obligations" means the Notes, the Note Guarantees and all other
Obligations of any Obligor under the Note Documents.

                                       30
<PAGE>

      "Notes" is defined in the Recitals hereto.

      "Obligations" means any principal (including reimbursement obligations
with respect to letters of credit whether or not drawn), interest, premium (if
any), fees, indemnifications, reimbursements, expenses and other liabilities
payable under the documentation governing or securing any Indebtedness,

      "Obligor" means Holdings, the Borrower, the Guarantors and each other
Subsidiary of the Borrower that has granted the Collateral Agent a Lien upon any
of the Collateral as security for any Secured Obligations.

      "Offer Amount" is defined in Section 2.11 (Mandatory Repayment Offers).

      "Offer Period" is defined in Section 2.11 (Mandatory Repayment Offers).

      "Offering Memorandum" means the Offering Memorandum dated March 17, 2004
of the Borrower and CalGen Finance, as amended or supplemented.

      "Officer" means, with respect to any Person, the chairman of the board,
the chief executive officer, the president, the chief operating officer, the
chief financial officer, the treasurer, any assistant treasurer, the controller,
the secretary or any vice-president of such Person.

      "Officer's Certificate" means a certificate signed on behalf of the
Borrower by one Officer of the Borrower that meets the requirements of Section
12.21.

      "Other Taxes" means any and all present and future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made under any of the First Priority Term Loan Documents or
from the execution, delivery or enforcement of, or otherwise with respect to,
any of the First Priority Term Loan Documents.

      "Payment Default" is defined in Section 7.01 (Events of Default).

      "Payout Amount" is defined in Section 3.06(a)(iv) (Security).

      "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions.

      "Permitted Business" means the ownership, construction, operation and
maintenance of the Closing Date Facilities and any substantially similar
electric generating facilities located in the United States, together with any
related assets or facilities, including gas pipelines supplying natural gas to
such generating facilities, electric transmission lines carrying energy
generated from such generating facilities, and any related gas or electric
interconnection facilities.

      "Permitted Counterparty Lien" means a Lien in favor of a counterparty
under a PPA; provided, that the following conditions are satisfied:

                                       31
<PAGE>

            (a) the counterparty is not an Affiliate of the Borrower;

            (b) the Lien does not secure any Indebtedness and (i) is granted
      solely to secure the performance obligations of the Borrower or the
      applicable Subsidiary under the PPA and/or any obligation of the Borrower
      or the applicable Subsidiary to make a termination payment under the PPA
      upon the occurrence of the event described in clause (c)(iii)(A) below or
      the termination by the counterparty upon the occurrence of any of the
      events described in clause (c)(iii)(B) below, or (ii) creates rights
      designed to enable the counterparty to assume operational control of the
      relevant Facility or Facilities (e.g., step-in rights) or otherwise
      continue performance of the Borrower's or the applicable Subsidiary's
      obligations under the PPA;

            (c) the counterparty can exercise its rights with respect to the
      Lien only (i) for so long as the counterparty remains current with respect
      to all of its payment obligations under the PPA and is not otherwise in a
      continuing default under the PPA, (ii) if the counterparty continues to
      acknowledge the existence of the Liens securing the Secured Obligations
      (unless and until Liens securing the Secured Obligations are eliminated in
      connection with a foreclosure of the Permitted Counterparty Liens as
      contemplated by clause (d) of this definition), and (iii) if either (A)
      the Borrower or the applicable Subsidiary has terminated, rejected or
      repudiated the PPA (including any rejection or similar act by or on behalf
      of the Borrower or the applicable Subsidiary in connection with any
      bankruptcy proceeding) or (B) the Borrower or the applicable Subsidiary
      has intentionally breached its obligations under the PPA; provided, that
      the following actions will be considered an intentional breach by the
      Borrower or the applicable Subsidiary under the PPA: (1) the Borrower or
      the applicable Subsidiary provides or delivers capacity or energy to a
      third party if the Borrower or the applicable Subsidiary is required under
      the PPA to provide or deliver such capacity or energy to the counterparty;
      (2) the Borrower or the applicable Subsidiary of the Borrower fails to
      operate or attempt to operate one or more of the relevant Facilities at a
      time when the Borrower or the applicable Subsidiary of the Borrower was
      required, under the PPA, to operate or attempt to operate such Facility or
      Facilities and such operation or attempted operation is not prevented by
      force majeure, forced outage or other events or circumstances outside the
      reasonable control of the Person responsible therefor; (3) any failure by
      the Borrower or the applicable Subsidiary to comply with any provisions of
      the PPA designed to enable the counterparty to assume operational control
      of the relevant Facility or Facilities (e.g., step-in rights) or otherwise
      take actions necessary to continue performance of the Borrower's or the
      applicable Subsidiary's obligations under the PPA, in each case to the
      extent the Borrower or the applicable Subsidiary is then capable of
      complying with such provisions; or (4) any failure by the Borrower or the
      applicable Subsidiary to pay to the counterparty any amount due and
      payable in accordance with the terms and conditions of the PPA; and

            (d) the counterparty's exercise of its rights with respect to the
      Lien is limited to (i) the taking of actions pursuant to any provisions of
      the PPA designed to enable the counterparty to assume operational control
      of the relevant Facility or Facilities (e.g., step-in rights) or
      otherwise necessary to continue performance of the Borrower's or the
      applicable Subsidiary's obligations under the PPA or (i) the recovery of
      any termination

                                       32
<PAGE>

      payment due under the PPA upon the occurrence of the event described in
      clause (c)(iii)(A) above or the termination by the counterparty upon the
      occurrence of any of the events described in clause (c)(iii)(B) above.

      "Permitted Debt" is defined in Section 5.06 (Incurrence of Indebtedness
and Issuance of Preferred Equity).

      "Permitted Investment" means:

            (a) any Investment in the Borrower or in a Guarantor;

            (b) (i) any Investment in the Goldendale Facility to finance the
      construction and completion of the Goldendale Facility and any other
      repairs, improvements or other capital expenditures necessary to operate
      and maintain such Facility in accordance with prudent industry practice,
      and (ii) any other Investment in the Goldendale Facility made with the
      proceeds of Equity Contributions, Perpetual Preferred Stock or Affiliate
      Subordinated Indebtedness;

            (c) any Investment in Cash Equivalents;

            (d) any Investment by the Borrower or any Guarantor in a Person, if
      as a result of such Investment:

                  (i) such Person becomes a Wholly Owned Subsidiary of the
            Borrower and a Guarantor; or

                  (ii) such Person is merged, consolidated or amalgamated with
            or into, or transfers or conveys substantially all of its assets to,
            or is liquidated into, the Borrower or a Guarantor;

            (e) any Investment made as a result of the receipt of non-cash
      consideration from an Asset Sale that was made pursuant to and in
      compliance with Section 5.07 (Asset Sales; Application of Net Proceeds);

            (f) any acquisition of assets or Capital Stock solely in exchange
      for the issuance of Equity Interests (other than Disqualified Stock) of
      the Borrower;

            (g) any Investments received in compromise or resolution of (i)
      obligations of trade creditors or customers that were incurred in the
      ordinary course of business of the Borrower or any of its Subsidiaries,
      including pursuant to any plan of reorganization or similar arrangement
      upon the bankruptcy or insolvency of any trade creditor or customer; or
      (ii) litigation, arbitration or other disputes with Persons who are not
      Affiliates;

            (h) Investments represented by Hedging Obligations;

            (i) repurchases of the Notes and other Secured Obligations;

                                       33
<PAGE>

            (j) negotiable instruments held for deposit or collection in the
      ordinary course of business; and

            (k) other Investments in any Person other than an Affiliate of the
      Borrower having an aggregate Fair Market Value (measured on the date each
      such Investment was made and without giving effect to subsequent changes
      in value), when taken together with all other Investments made pursuant to
      this clause (k) that are at the time outstanding, not to exceed
      $30,000,000.

      "Permitted Liens" means:

      (a) Liens in favor of the Collateral Agent Equally and Ratably securing
the First Priority Notes, the First Priority Term Loans, the Revolving Loans and
all other First Priority Lien Debt, all in an aggregate principal amount not
exceeding the First Priority Lien Cap, and all related First Priority Lien
Obligations;

      (b) Liens in favor of the Collateral Agent Equally and Ratably securing
the Second Priority Notes, the Second Priority Term Loans and all other Second
Priority Lien Debt, all in an aggregate principal amount not exceeding the
Second Priority Lien Cap, and all related Second Priority Lien Obligations;

      (c) Liens in favor of the Collateral Agent Equally and Ratably securing
the Third Priority Notes and all other Third Priority Lien Debt and all related
Third Priority Lien Obligations;

      (d) Liens in favor of the Borrower or the Guarantors;

      (e) pledges or deposits made under workers' compensation, unemployment
insurance laws or similar legislation, or good faith deposits in connection with
bids, tenders, contracts (other than for payment of Indebtedness) or operating
leases to which such Person is a party;

      (f) Liens or deposits to secure the performance of statutory obligations,
surety or appeal bonds, performance bonds or other obligations of a like nature
incurred in the ordinary course of business;

      (g) (i) Liens to secure Expansion Debt that encumber the Expansion Assets
financed with the proceeds of such Expansion Debt and other Expansion Assets
owned by the Person incurring such Expansion Debt (including any rights of such
Person under Shared Facilities Arrangements), (ii) Liens to secure Expansion
Debt that encumber the Capital Stock of CalGen Expansion Company; provided, that
any such Capital Stock must be part of the Collateral and any such Liens must be
junior to all Liens securing Secured Obligations in accordance with the terms of
the Collateral Trust Agreement, including an agreement by the holders of such
Liens not to exercise any remedies with respect to such Collateral, and a
provision to the effect that the holders of such Liens will not be entitled to
the proceeds of such Collateral upon a sale thereof, in each case until the
Secured Obligations Termination Date; and (iii) if such Expansion Assets are not
Excluded Assets and are part of the Collateral, Liens to secure Expansion Debt
on the other property and assets of such Person; provided, that any such Liens
must be junior to all Liens securing Secured Obligations in accordance with the
terms of the Collateral Trust

                                       34
<PAGE>

Agreement, including an agreement by the holders of such Liens not to exercise
any remedies with respect to such Collateral, and a provision to the effect that
the holders of such Liens will not be entitled to the proceeds of such
Collateral upon a sale thereof, in each case until the Secured Obligations
Termination Date;

      (h) obligations under Shared Facilities Arrangements, to the extent such
obligations constitute Liens, and Liens on Shared Facilities securing the
Borrower's or the applicable Subsidiary's obligations under Shared Facilities
Arrangements;

      (i) Liens which constitute bankers' liens, rights of set-off or similar
rights and remedies as to deposit accounts or other funds maintained with any
bank or other financial institution, whether arising by operation of law or
pursuant to contract;

      (j) Liens existing on the Closing Date;

      (k) Liens for taxes, assessments or governmental charges or claims that
are not yet delinquent or that are being contested in good faith by appropriate
proceedings promptly instituted and diligently concluded, provided, that any
reserve or other appropriate provision as is required in conformity with GAAP
has been made therefor;

      (l) Liens imposed by law, such as carriers', warehousemen's, landlord's
and mechanics' Liens, in each case, incurred in the ordinary course of business;
or Liens arising out of judgments that do not constitute a Default or an Event
of Default;

      (m) survey exceptions, easements or reservations of, or rights of others
for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone
lines and other similar purposes, or zoning or other restrictions as to the use
of real property or Liens incidental to the conduct of the business of such
Person or to the ownership of its properties that were not incurred in
connection with Indebtedness and that do not in the aggregate materially
adversely affect the value of said properties or materially impair their use in
the operation of the business of such Person;

      (n) Liens to secure any Permitted Refinancing Indebtedness permitted to be
incurred under this Agreement; provided, however, that:

            (i) the new Lien shall be limited to all or part of the same
      property and assets that secured the original Lien (plus repairs,
      improvements and additions to such property or assets); and

            (ii) the Indebtedness secured by the new Lien is not increased to
      any amount greater than the sum of (A) the outstanding principal amount
      or, if greater, committed amount, of the Permitted Refinancing
      Indebtedness and (B) an amount necessary to pay any fees and expenses,
      including premiums, related to such Indebtedness;

      (o) Liens not in respect of Indebtedness arising from Uniform Commercial
Code financing statements for informational purposes with respect to operating
leases incurred in the ordinary course of business and not otherwise prohibited
by this Agreement;

                                       35
<PAGE>

      (p) Liens not in respect of Indebtedness consisting of the interest of the
lessor under any operating lease entered into in the ordinary course of business
and not otherwise prohibited by this Agreement;

      (q) Permitted Counterparty Liens;

      (r) to the extent constituting Liens, obligations of the Borrower or its
Subsidiaries under or restrictions imposed by any PPA Recognition Agreement;

      (s) Liens on property and assets of the Borrower to secure Third Party
Subordinated Indebtedness; provided, that all such property and assets must be
part of the Collateral and any such Liens must be junior to all Liens securing
Secured Obligations in accordance with the terms of the Collateral Trust
Agreement, including an agreement by the holders of such Liens not to exercise
any remedies with respect to the Collateral, and a provision to the effect that
the holders of such Liens will not be entitled to the proceeds of any Collateral
upon a sale thereof, in each case until the Secured Obligations Termination
Date;

      (t) unperfected security interests to secure (i) intercompany Indebtedness
permitted to be incurred under Section 5.06(b)(v) or (ii) Affiliate Subordinated
Indebtedness permitted to be incurred under Section 5.06(b)(ix); and

      (u) Liens incurred in the ordinary course of business of the Borrower or
any Subsidiary of the Borrower with respect to obligations that do not exceed
$50,000,000 at any one time outstanding.

      "Permitted Refinancing Indebtedness" means any Indebtedness of the
Borrower or any of its Subsidiaries issued in exchange for, or the net proceeds
of which are used to extend, refinance, renew, replace, defease or refund other
Indebtedness of the Borrower or any of its Subsidiaries (other than intercompany
Indebtedness); provided, that:

            (a) the principal amount (or accreted value, if applicable) of such
      Permitted Refinancing Indebtedness does not exceed the principal amount
      (or accreted value, if applicable) of the Indebtedness extended,
      refinanced, renewed, replaced, defeased or refunded (plus all accrued
      interest on the Indebtedness and the amount of all fees and expenses,
      including premiums, incurred in connection therewith);

            (b) such Permitted Refinancing Indebtedness has a final maturity
      date later than the final maturity date of, and has a Weighted Average
      Life to Maturity equal to or greater than the Weighted Average Life to
      Maturity of, the Indebtedness being extended, refinanced, renewed,
      replaced, defeased or refunded;

            (c) if the Indebtedness being extended, refinanced, renewed,
      replaced, defeased or refunded is subordinated in right of payment to the
      First Priority Term Loan Obligations, such Permitted Refinancing
      Indebtedness has a final maturity date later than the final maturity date
      of, and is subordinated in right of payment to, the First Priority Term
      Loan Obligations on terms at least as favorable to the holders of the
      First Priority Term Loan Obligations as those contained in the
      documentation governing the Indebtedness being extended, refinanced,
      renewed, replaced, defeased or refunded; and

                                       36
<PAGE>

            (d) such Indebtedness is incurred either by the Borrower or by the
      Subsidiary who is the obligor on the Indebtedness being extended,
      refinanced, renewed, replaced, defeased or refunded.

      "Permitted Tax Payments" means without duplication as to amounts and as
long as the Borrower is a pass-through entity for U.S. federal income tax
purposes, payments to Calpine in an amount equal to the federal, state, local
and foreign taxes (including any penalties and interest) that the Borrower would
owe if the Borrower were a corporation for U.S. federal income tax purposes
filing a consolidated or combined return with its Subsidiaries.

      "Perpetual Preferred Stock" means, with respect to any Person, preferred
Capital Stock of such Person that is not subject to mandatory redemption and is
not Voting Stock.

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

      "PPA" means an agreement (including a tolling agreement, fuel conversion
services agreement or other similar agreement) entered into by the Borrower or
any of its Subsidiaries for the sale of capacity or energy (and services
ancillary or related thereto) from one or more of the Facilities.

      "PPA Recognition Agreement" means an agreement by the Collateral Agent, on
behalf of the holders of Secured Obligations, (a) to assume the rights and
obligations of the Borrower or any of its Subsidiaries under the WECC Fixed
Price Gas Sale and Power Purchase Agreement in the event of a foreclosure under
any Financing Documents and (b) not to reject the WECC Fixed Price Gas Sale and
Power Purchase Agreement in a Bankruptcy Case (subject to applicable law and the
discretion of the bankruptcy court) so long as CES is not then in default under
WECC Fixed Price Gas Sale and Power Purchase Agreement or the Index Based Gas
Sale and Power Purchase Agreement, provided that such Recognition Agreement is
substantially in the form attached as an exhibit to the Collateral Trust
Agreement.

      "preferred stock" means, with respect to any Person, any Capital Stock of
such Person, however designated, which entitles the holder thereof to a
preference with respect to dividends, distributions or liquidation proceeds of
such Person over the holders of the other Capital Stock issued by such Person.

      "Prime Rate" means the prime lending rate published from time to time in
the eastern edition of the Wall Street Journal. The Prime Rate is a reference
rate and does not necessarily represent the lowest or best rate actually charged
by the Administrative Agent or any Lender to any customer. The Administrative
Agent or any Lender may make commercial loans or other loans at rates of
interest at, above or below the Prime Rate.

      "Principal Office" means, for the Administrative Agent, its "Principal
Office" as set forth on Appendix B, or such other office as the Administrative
Agent (or any permitted successor or thereof) may from time to time designate in
writing to the Borrower, the Collateral Agent and each Lender.

                                       37
<PAGE>

      "Pro Forma" means, with respect to a calculation, that such calculation is
made in accordance with Regulation S-X under the Securities Act and gives
effect to all relevant modifications to Major Project Documents and other
contractual arrangements that have been made prior to, or are being made on, the
calculation date and, in the case of a calculation for any period commencing
prior to the Closing Date, all Major Project Documents and other contractual
arrangements in effect on the Closing Date shall be deemed to have been in
effect for the entirety of such period.

      "Pro Rata Share" means, with respect to the First Priority Term Loans of
any Lender, the percentage set forth after such Lender's name on Appendix A (as
the same may be updated or adjusted from time to time to reflect any assignments
made by any Lender hereunder).

      "Projections" is defined in Section 3.19 (Delivery of Financials).

      "PUHCA" means the Public Utility Holding Company Act of 1935, as amended.

      "PURPA" is defined in Section 4.18 (Governmental Regulation).

      "Purchase Agreement" means the Purchase Agreement, dated March 12, 2004,
among the Borrower, CalGen Finance, the Guarantors and Morgan Stanley & Co.
Incorporated as the initial purchaser.

      "QF" means a "qualifying cogeneration facility" as defined under the FPA,
as amended by PURPA and Subpart B of Part 292 of the FERC's regulations.

      "Register" is defined in Section 2.04(b)(Evidence of Debt; Register).

      "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of the date hereof, among the Borrower, CalGen Finance, the First
Priority Indenture Trustee, the Second Priority Indenture Trustee, the Third
Priority Indenture Trustee, and the other Persons from time to time party
thereto.

      "Regulation D" means Regulation D of the Board of Governors of the Federal
Reserve System, as in effect from time to time.

      "Regulation T" means Regulation T of the Board of Governors of the Federal
Reserve System, as in effect from time to time.

      "Regulation U" means Regulation U of the Board of Governors of the Federal
Reserve System, as in effect from time to time.

      "Regulation X" means Regulation X of the Board of Governors of the Federal
Reserve System, as in effect from time to time.

      "Related Fund" means, with respect to any Lender that is an investment
fund, any other investment fund that invests in commercial loans similar to the
First Priority Term Loans and that is managed or advised by the same investment
advisor as such Lender or by an Affiliate of such investment advisor.

                                       38
<PAGE>

      "Repayment Date" is defined in Section 2.11 (Mandatory Repayment Offers).

      "Replacement Lender" is defined in Section 2.17 (Removal or Replacement of
a Lender).

      "Requisite Lenders" means one or more Lenders holding more than 50% of the
sum of the aggregate outstanding First Priority Term Loans (or, at any time
prior to the funding of the First Priority Term Loans, the First Priority Term
Loan Commitments). For this purpose only, First Priority Term Loans registered
in the name of, or beneficially owned by, the Borrower or any Affiliate of the
Borrower shall be deemed not to be outstanding.

      "Restricted Investments" means an Investment other than a Permitted
Investment.

      "Restricted Payment" is defined in Section 5.04 (Restricted Payments).

      "Revenue Account" means account number A/C 65572-1 (short title: CALGEN
REV A/C SUB SEC INT of WTC AS CA) in the name of the Borrower maintained at
Wilmington Trust Company and any successor account or accounts.

      "Revolver Administrative Agent" is defined in the Recitals hereto.

      "Revolving Loan Agreement" is defined in the Recitals hereto.

      "Revolving Loan Documents" means the Revolving Loan Agreement, any letters
of credit issued thereunder, the Security Documents which relate to the
Revolving Loan Obligations and all other agreements related thereto.

      "Revolving Loan Guarantee" means the Guarantee made by each Guarantor of
the Borrower's obligations under the Revolving Loan Agreement.

      "Revolving Loan Obligations" means the Revolving Loans and all other
Obligations related thereto under the Revolving Loan Documents.

      "Revolving Loans" is defined in the Recitals hereto.

      "R.W. Beck" means R.W. Beck, Inc.

      "S&P" means Standard & Poor's Ratings Group.

      "Second Priority Debt Representative" is defined in the Collateral Trust
Agreement.

      "Second Priority Indenture" is defined in the Recitals hereto.

      "Second Priority Indenture Trustee" is defined in the Recitals hereto.

      "Second Priority Lien" means a Lien granted by the Borrower or any
Guarantor under a Security Document to the Collateral Agent upon any assets or
property of the Borrower or any Guarantor to secure Second Priority Lien
Obligations.

                                       39
<PAGE>

      "Second Priority Lien Cap" means as of any date, (a) the principal amount
of Second Priority Notes, plus (b) the principal amount of all Indebtedness
outstanding under the Second Priority Term Loan Agreement on the Closing Date,
plus the Indebtedness outstanding under any other Credit Facility, all in an
aggregate principal amount not to exceed the amount provided for in Section
5.06(b)(i)(B), less (c) the amount of Third Priority Lien Debt incurred after
the Closing Date the net proceeds of which are used to repay Second Priority
Lien Debt, plus (d) the amount of accrued interest, fees and expenses, including
premiums, paid in connection with the incurrence of any Permitted Refinancing
Indebtedness with respect to the Indebtedness described in clauses (a) and (b),
plus (e) the notional amount of Hedging Obligations incurred to hedge or manage
interest rate risk with respect to other Second Priority Lien Debt having an
aggregate notional amount not to exceed, together with the aggregate notional
amount of any outstanding Hedging Obligations constituting First Priority Lien
Debt, $500,000,000. For purposes of this definition of Second Priority Lien Cap,
all letters of credit will be valued at the face amount thereof, whether or not
drawn.

      "Second Priority Lien Debt" means, collectively, (a) the Second Priority
Notes, (b) the Indebtedness under the Second Priority Term Loan Agreement, (c)
Hedging Obligations incurred to hedge or manage interest rate risk with respect
to other Second Priority Lien Debt having an aggregate notional amount not to
exceed, together with the aggregate notional amount of any outstanding Hedging
Obligations constituting First Priority Lien Debt, $500,000,000, (d)
Indebtedness under any other Credit Facility that is secured by a Second
Priority Lien, and (e) any other Indebtedness the net proceeds of which are used
to refund, refinance, replace, defease, discharge or otherwise acquire or retire
any other Second Priority Lien Debt or any First Priority Lien Debt; provided,
however, in the case of clauses (c), (d) or (e) of this definition, such
Indebtedness shall constitute Second Priority Lien Debt only if (i) such
Indebtedness was permitted to be incurred and so secured under each applicable
Financing Document (or the lenders under such Indebtedness obtained an Officer's
Certificate of the Borrower at the time of incurrence to the effect that such
Indebtedness was permitted to be incurred and so secured under each applicable
Financing Document), (ii) on or before the date on which such Indebtedness is
incurred by the Borrower or the applicable Subsidiary, such Indebtedness is
designated by the Borrower, in an Officer's Certificate delivered to each Second
Priority Debt Representative and the Collateral Agent; as Second Priority Lien
Debt for the purposes of the Collateral Trust Agreement and the other Second
Priority Lien Documents; (iii) such Indebtedness is governed by an agreement
that includes a Sharing Confirmation, a Lien Priority Confirmation, and an
agreement by the applicable Second Priority Debt Representative to vote with
respect to such Indebtedness as described in the Collateral Trust Agreement; and
(iv) all requirements set forth in the Collateral Trust Agreement as to the
confirmation, grant or perfection of the Collateral Agent's Liens to secure such
Indebtedness or Obligations in respect thereof are satisfied (and the
satisfaction of such requirements will be conclusively established if the
Borrower delivers to the Collateral Agent an Officer's Certificate stating that
such requirements have been satisfied and that such Indebtedness is Second
Priority Lien Debt).

      "Second Priority Lien Documents" means the Second Priority Notes, the
Guarantees related thereto, the Second Priority Indenture, the Second Priority
Term Loan Agreement, each agreement relating to any other series of Second
Priority Lien Debt and all other agreements governing, securing or relating to
any Second Priority Lien Obligations.

                                       40
<PAGE>

      "Second Priority Lien Obligations" means the Second Priority Lien Debt and
all other Obligations in respect of Second Priority Lien Debt.

      "Second Priority Notes" is defined in the Recitals hereto.

      "Second Priority Secured Parties" shall mean the holders of the Second
Priority Lien Obligations (including the holders of the Second Priority Notes,
the Second Priority Term Loan Administrative Agent and the lenders under the
Second Priority Term Loan Agreement).

      "Second Priority Term Loan Administrative Agent" is defined in the
Recitals hereto.

      "Second Priority Term Loan Agreement" is defined in the Recitals hereto.

      "Second Priority Term Loan Documents" means the Second Priority Term Loan
Agreement and any security documents which relate to any of the Second Priority
Term Loan Obligations and all other agreements related thereto.

      "Second Priority Term Loan Obligations" means the Second Priority Term
Loans and all other Obligations related thereto under the Second Priority Term
Loan Documents.

      "Second Priority Term Loans" is defined in the Recitals hereto.

      "Secured Debt" means, collectively, First Priority Lien Debt, Second
Priority Lien Debt and Third Priority Lien Debt.

      "Secured Obligations" means, collectively, First Priority Lien
Obligations, Second Priority Lien Obligations and Third Priority Lien
Obligations.

      "Secured Obligations Termination Date" means the date on which all Secured
Obligations (including all interest accrued thereon after the commencement of
any bankruptcy, insolvency or liquidation proceeding at the rate, including any
applicable post-default rate, specified in the First Priority Lien Documents,
Second Priority Lien Documents or Third Priority Lien Documents, as applicable,
even if such interest is not enforceable, allowable or allowed as a claim in
such proceeding) have been paid in full in cash (and/or defeased in accordance
with the applicable Financing Documents), all commitments to extend credit under
all Financing Documents have terminated or expired and all outstanding letters
of credit issued pursuant to any Financing Documents have been cancelled,
terminated or cash collateralized at 102.5% of the aggregate undrawn amount.

      "Secured Parties" means the First Priority Secured Parties, the Second
Priority Secured Parties and the Third Priority Secured Parties.

      "Securities Act" means the Securities Act of 1933, as amended.

      "Security Documents" means the Collateral Trust Agreement, and all
security agreements, pledge agreements, collateral assignments, mortgages,
collateral agency agreements, control agreements, deeds of trust or other grants
or transfers for security executed and delivered by Holdings, the Borrower or
any Guarantor creating (or purporting to create) a Lien upon

                                       41
<PAGE>

Collateral in favor of the Collateral Agent with respect to the First Priority
Term Loan Obligations.

      "SEC" means the Securities and Exchange Commission.

      "SERC" means the Southeastern Electric Reliability Council and any
successor organization.

      "Shared Facilities" means equipment, facilities, pipelines, permits, real
estate rights, entitlements or other property that are shared or jointly used,
owned or operated by the Borrower or any of its Subsidiaries and any owner of
Expansion Assets.

      "Shared Facilities Arrangement" means any arrangement that provides for
the sharing, joint operation or use, common ownership, leasing or contingent use
of Shared Facilities between the Borrower or any of its Subsidiaries and any
owner of Expansion Assets or Toll Party (as defined below), and/or their
respective lenders, including (a) agreements for the sharing or joint use or
operation of Shared Facilities, (b) ownership of undivided interests in Shared
Facilities as tenants in common or other similar forms of joint ownership, (c)
leasing of Shared Facilities by the Borrower or any of its Subsidiaries to an
owner of Expansion Assets, (d) ownership of Shared Facilities by a single
purpose entity formed solely to own the Shared Facilities and owned by the
Borrower or any of its Subsidiaries or jointly owned by the Borrower or any of
its Subsidiaries and the owner of the Expansion Assets, (e) tolling agreements
between the Borrower or any of its Subsidiaries and any other Person (the "Toll
Party") with respect to a Facility's steam turbine, (f) granting of conditional
or unconditional real estate rights for the construction, installation or use of
Shared Facilities, (g) Liens on the Shared Facilities or interests therein to
secure any such arrangement; provided, that the Borrower shall deliver to the
Collateral Agent an Officer's Certificate to the effect that, and, with respect
to items (c) and (d) below, a nationally-recognized independent engineer will
deliver a report concluding that (subject to customary assumptions and
qualifications):

            (a) the ownership, operation, leasing or use of such Shared
      Facilities by the owner of Expansion Assets (including the use of the
      steam turbine by the Toll Party) cannot unreasonably interfere with or
      otherwise materially adversely affect the operation of the Facility;

            (b) the owner of the Facility (or another entity on such owner's
      behalf) continues to operate and maintain the Facility and the Shared
      Facilities;

            (c) the costs of operating and maintaining the Shared Facilities are
      shared by the owner of the Facility and the owner of the Expansion Assets
      or the Toll Party, as applicable, on an equitable basis;

            (d) the Shared Facilities and the entitlements related thereto are
      sufficient to fully serve both the Facility and the Expansion Assets or
      the Toll Party, as applicable, or, to the extent the Shared Facilities or
      the entitlements related thereto are insufficient to fully serve both the
      Facility and the Expansion Assets or the Toll Party, as applicable, the
      Facility will have priority with respect to such Shared Facilities or
      entitlements, so

                                       42
<PAGE>

      long as the Facility is operated within the requirements, operating
      restrictions and other limitations associated with such Shared Facilities
      or entitlements;

            (e) the holder of the Expansion Assets or the Toll Party, as
      applicable, will not have any rights with respect to the sale or other
      disposition of, or exercise of remedies with respect to, the Facility, so
      long as the Shared Facilities remain subject to the Shared Facilities
      Arrangements;

            (f) each party waives the defense that an adequate remedy exists at
      law and affords the other party (and its lenders or agents on behalf of
      such lenders) the right to specifically enforce the agreement; and

            (g) the owner of the Expansion Assets or the Toll Party, as
      applicable, cannot prevent a dismantling of the Facility and the receipt
      by the holders of the Secured Debt of the proceeds of the sale thereof, so
      long as (i) such owner or Toll Party, as applicable, is given an option to
      purchase the Shared Facilities at their Fair Market Value, as determined
      by appraisal, prior to dismantling of the Facility, (ii) such owner or
      Toll Party, as applicable, is given a right of first refusal to acquire
      the Shared Facilities in the event they are offered for sale in connection
      with the dismantling of the Facility, and (iii) the owner of the Facility
      cooperates with the owner of the Expansion Assets or the Toll Party, as
      applicable, in accommodating the continued use and operation of the
      Expansion Assets and the Shared Facilities to the maximum extent
      reasonably possible notwithstanding the dismantling of the Facility,
      including providing reasonable periods for and cooperating in the
      modification of the Shared Facilities.

      "Sharing Confirmation" means, as the context requires, First Priority Debt
Sharing Confirmation, Second Priority Debt Sharing Confirmation or Third
Priority Debt Sharing Confirmation, in each case as defined in the Collateral
Trust Agreement.

      "Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date
hereof.

      "Sole Lead Arranger" means MSSF.

      "Stated Maturity" means, with respect to any installment of interest or
principal on any Indebtedness, the date on which the payment of interest or
principal was scheduled to be paid in the documentation governing such
Indebtedness as of the Closing Date, and will not include any contingent
obligations to repay, redeem or repurchase any such interest or principal prior
to the date originally scheduled for the payment thereof.

      "Subordinated Indebtedness" means any Affiliate Subordinated Indebtedness,
Working Capital Facility Indebtedness or Third Party Subordinated Indebtedness.

      "Subsidiary" means, with respect to any specified Person,

            (a) any corporation, association or other business entity of which
      more than 50% of the total voting power of shares of Capital Stock
      entitled (without regard to the

                                       43
<PAGE>

      occurrence of any contingency and after giving effect to any voting
      agreement or stockholders' agreement that effectively transfers voting
      power) to vote in the election of directors, managers or trustees of the
      corporation, association or other business entity is at the time owned or
      controlled, directly or indirectly, by that Person or one or more of the
      other Subsidiaries of that Person (or a combination thereof); and

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

      "Synthetic Lease Obligations" means all monetary obligations of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease or (b)
an agreement for the use or possession of any property (whether real, personal
or mixed) creating obligations which do not appear on the balance sheet of such
Person, but which, upon the insolvency or bankruptcy of such Person, would be
characterized as Indebtedness of such Person (without regard to accounting
treatment).

      "Tax" means any present or future tax, levy, impost, charge, deduction or
withholding of any nature and whatever called, by whomsoever, on whomsoever and
wherever imposed, levied, collected, withheld or assessed by a taxing authority
other than a "Tax on the overall net income" of any Person. A "Tax on the
overall net income" of a Person shall be construed as a reference to a tax
(including U.S. backup withholding taxes) imposed by the jurisdiction in which
that Person is organized or in which that Person's applicable principal office
(and/or, in the case of a Lender, its lending office) is located or in which
that Person (and/or, in the case of a Lender, its lending office) is deemed to
be doing business on all or part of the net income, profits or gains (whether
worldwide, or only insofar as such income, profits or gains are considered to
arise in or to relate to a particular jurisdiction, or otherwise) of that Person
(and/or, in the case of a Lender, its applicable lending office).

      "Terminated Lender" is defined in Section 2.17 (Removal or Replacement of
a Lender).

      "Term Loan Agreements" is defined in the Recitals hereto.

      "Term Loans" is defined in the Recitals hereto.

      "Third Party Project Documents" means the agreements listed on Schedule A.

      "Third Party Subordinated Indebtedness" means Indebtedness loaned to the
Borrower by a Person other than an Affiliate of the Borrower; provided, that
such Indebtedness (a) is contractually subordinated in right of payment to the
First Priority Term Loans and all other Secured Obligations on the terms
described in Exhibit A, including an agreement by the holders of such
Indebtedness not to exercise any remedies until the Secured Obligations
Termination Date, (b) does not provide for mandatory redemption or other
redemption thereof until at least six months after final Stated Maturity of the
First Priority Term Loans, (c) provides for payment of interest thereon in the
form of cash or additional Third Party Subordinated Indebtedness having a
principal amount equal to the amount of interest due (i.e., "pay-in-kind"), and
(d) is otherwise in the form set forth in Exhibit A.

                                       44
<PAGE>

      "Third Priority Debt Representative" is defined in the Collateral Trust
Agreement.

      "Third Priority Fixed Rate Notes" is defined in the Recitals hereto.

      "Third Priority Floating Rate Notes" is defined in the Recitals hereto.

      "Third Priority Indenture" is defined in the Recitals hereto.

      "Third Priority Indenture Trustee" is defined in the Recitals hereto.

      "Third Priority Lien Debt" means, collectively, (a) the Third Priority
Floating Rate Notes and the Third Priority Fixed Rate Notes; (b) any other
Indebtedness the net proceeds of which are used to refund, refinance, replace,
defease, discharge or otherwise acquire or retire First Priority Lien Debt,
Second Priority Lien Debt or other Third Priority Lien Debt; and (c) Hedging
Obligations incurred to hedge or manage interest rate risk with respect to Third
Priority Lien Debt having a notional amount not to exceed the aggregate
principal amount of outstanding Third Priority Lien Debt; provided, that, in the
case of any Indebtedness referred to in clause (b) or (c) of this definition:

            (i) such Indebtedness was permitted to be incurred and so secured
      under each applicable Financing Document (or the lenders under such
      Indebtedness obtained an Officer's Certificate of the Borrower at the time
      of incurrence to the effect that such Indebtedness was permitted to be
      incurred and so secured under each applicable Financing Document);

            (ii) on or before the date on which such Indebtedness is incurred by
      the Borrower or the applicable Subsidiary, such Indebtedness is designated
      by the Borrower, in an Officer's Certificate delivered to each Third
      Priority Debt Representative and the Collateral Agent, as Third Priority
      Lien Debt for the purposes of the Collateral Trust Agreement and the other
      Third Priority Lien Documents;

            (iii) such Indebtedness is governed by an agreement that includes a
      Sharing Confirmation, a Lien Priority Confirmation and an agreement by the
      holder of such Indebtedness and the applicable Third Priority Debt
      Representative to vote with respect to such Indebtedness as described in
      the Collateral Trust Agreement; and

            (iv) all requirements set forth in the Collateral Trust Agreement as
      to the confirmation, grant or perfection of the Collateral Agent's Liens
      to secure such Indebtedness or Obligations in respect thereof are
      satisfied (and the satisfaction of such requirements will be conclusively
      established if the Borrower delivers to the Collateral Agent an Officer's
      Certificate stating that such requirements have been satisfied and that
      such Indebtedness is Third Priority Lien Debt).

      "Third Priority Lien Documents" means the Third Priority Floating Rate
Notes and the Third Priority Fixed Rate Notes, the Guarantees related thereto,
the Third Priority Indenture, each agreement governing any other series of Third
Priority Lien Debt and all other agreements governing, securing or relating to
any Third Priority Lien Obligations.

                                       45
<PAGE>

      "Third Priority Lien Obligations" means the Third Priority Lien Debt and
all other Obligations in respect of Third Priority Lien Debt.

      "Third Priority Secured Parties" shall mean the holders of the Third
Priority Lien Obligations (including the holders of the Third Priority Fixed
Rate Notes and the holders of the Third Priority Floating Rate Notes).

      "Title Company" means Stewart Title Guaranty Company.

      "TPUC" is defined in Section 4.18(d).

      "Type of Loan" means, with respect to any First Priority Term Loan, a Base
Rate Loan or a LIBOR Rate Loan.

      "U.S." means the United States of America.

      "UCC" means the Uniform Commercial Code (or any similar or equivalent
legislation) as in effect in any applicable jurisdiction.

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

      "WECC" means the Western Electricity Coordinating Council and any
successor organization.

      "WECC Fixed Price Gas Sale and Power Purchase Agreement" means that
certain WECC Fixed Price Gas Sale and Power Purchase Agreement, dated as of the
date hereof, among the Borrower, certain Facility Owners and CES.

      "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

            (a) the sum of the products obtained by multiplying (a) the amount
      of each then remaining installment, sinking fund, serial maturity or other
      required payments of principal, including payment at final maturity, in
      respect of the Indebtedness, by (b) the number of years (calculated to the
      nearest one-twelfth) that will elapse between such date and the making of
      such payment; by

            (b) the then outstanding principal amount of such Indebtedness.

      "Wholly Owned Subsidiary" of any specified Person means a Subsidiary of
such Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) will at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person.

      "Working Capital Facility" means that certain Working Capital Facility,
dated as of the date hereof, among the Borrower, Holdings and Calpine.

                                       46
<PAGE>

      "Working Capital Facility Indebtedness" means Indebtedness incurred by the
Borrower under the Working Capital Facility; provided, that such Indebtedness
(a) is contractually subordinated in right of payment and in all other respects
to the First Priority Term Loans and all other Secured Obligations on the terms
described in Exhibit A including an agreement by the holders of such
Indebtedness not to exercise any remedies until the Secured Obligations
Termination Date, (b) does not provide for mandatory redemption thereof until at
least six months after the Maturity Date, (c) provides for payment of interest
thereon in the form of cash or by capitalizing the interest to principal, and
(d) is otherwise in the form set forth in Exhibit A.

SECTION 1.02. Rules of Construction.

      Unless the context otherwise requires:

      (a) An accounting term not otherwise defined has the meaning assigned to
it in accordance with GAAP.

      (b) Any of the terms used or defined herein may be used in the singular or
the plural, depending on the reference.

      (c) Except as expressly provided in any First Priority Term Loan Document,
any reference to any agreement or instrument shall be deemed to include a
reference to such agreement or instrument as assigned, amended, amended and
restated, supplemented, otherwise modified from time to time or replaced in
accordance with the terms of this Agreement.

      (d) The use in this Agreement or any of the First Priority Term Loan
Documents of the word "include" or "including," when following any general
statement, term or matter, shall not be construed to limit such statement, term
or matter to the specific items or matters set forth immediately following such
word or to similar items or matters, whether or not nonlimiting language (such
as "without limitation" or "but not limited to" or words of similar import) is
used with reference thereto, but rather shall be deemed to refer to all other
items or matters that fall within the broadest possible scope of such general
statement, term or matter. The word "will" shall be construed to have the same
meaning and effect as the word "shall."

      (e) References to "Articles", "Sections" and "clauses" shall be to
Articles, Sections and clauses, respectively, of this Agreement unless otherwise
specifically provided.

      (f) References to "Exhibits", "Appendices" and "Schedules" shall be to
Exhibits, Appendices and Schedules, respectively, to this Agreement unless
otherwise specifically provided.

      (g) The use in this Agreement of the words "herein," "hereof," and
"hereunder," and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof.

      (h) This Agreement, the other First Priority Term Loan Documents and any
documents or instruments delivered pursuant hereto or thereto shall be construed
without regard to the identity of the party who drafted the various provisions
of the same. Each and every provision of this Agreement, the other First
Priority Term Loan Documents and instruments and

                                       47
<PAGE>

documents entered into and delivered in connection therewith shall be construed
as though the parties participated equally in the drafting of the same.
Consequently, each of the parties acknowledges and agrees that any rule of
construction that a document is to be construed against the drafting party shall
not be applicable either to this Agreement or the other First Priority Term Loan
Documents and instruments and documents entered into and delivered in connection
therewith.

                                   ARTICLE II.

                         THE FIRST PRIORITY TERM LOANS

SECTION 2.01. First Priority Term Loans.

      (a) First Priority Term Loan Commitments. Subject to the terms and
conditions hereof, each Lender severally agrees to make, on the Closing Date, a
First Priority Term Loan to the Borrower in an amount equal to such Lender's
First Priority Term Loan Commitment. The Borrower may make only one borrowing
under the First Priority Term Loan Commitment, which shall be on the Closing
Date. Any amount borrowed under this Section and subsequently repaid or prepaid
may not be reborrowed. All amounts owed hereunder with respect to the First
Priority Term Loans shall be paid in full no later than the Maturity Date. Each
Lender's First Priority Term Loan Commitment shall terminate immediately and
without further action upon the funding by such Lender of its First Priority
Term Loan Commitment.

      (b) Borrowing Mechanics for First Priority Term Loans.

            (i) On or before the date which is three Business Days prior to the
      Closing Date, the Borrower shall deliver to the Administrative Agent a
      fully executed Funding Notice, which Funding Notice shall be in the form
      of Exhibit E. Promptly upon receipt by the Administrative Agent of such
      Funding Notice, the Administrative Agent shall notify each Lender of the
      proposed borrowing.

            (ii) Each Lender shall make each First Priority Term Loan to be made
      by it hereunder available to the Administrative Agent not later than
      12:00 noon (New York City time) on the Closing Date, by wire transfer of
      same day funds in Dollars, at the Principal Office. Upon satisfaction or
      waiver of the conditions precedent specified in Article III and subject to
      Section 2.02(b) (Pro Rata Shares; Availability of Funds) below, the
      Administrative Agent shall make the proceeds of the First Priority Term
      Loans available to the Borrower on the Closing Date by causing an amount
      of same day funds in Dollars equal to the proceeds of all such First
      Priority Term Loans received by the Administrative Agent from the Lenders
      to be credited to one or more accounts as may be designated in writing to
      the Administrative Agent by the Borrower.

SECTION 2.02. Amount of First Priority Term Loans; Availability of Funds.

      (a) Amount of First Priority Term Loans. All First Priority Term Loans
shall be made by the Lenders simultaneously in the amount of their respective
First Priority Term Loan Commitments, it being understood that no Lender shall
be responsible for any default by any

                                       48
<PAGE>

other Lender in such other Lender's obligation to make a First Priority Term
Loan hereunder nor shall any First Priority Term Loan Commitment of any Lender
be increased or decreased as a result of a default by any other Lender in such
other Lender's obligation to make a First Priority Term Loan hereunder.

      (b) Availability of Funds. Unless the Administrative Agent shall have been
notified by any Lender prior to the Closing Date that such Lender does not
intend to make available to the Administrative Agent the amount of such Lender's
First Priority Term Loan, the Administrative Agent may assume that such Lender
has made and will make such amount available to the Administrative Agent on the
Closing Date and the Administrative Agent may, in its sole discretion, but shall
not be obligated to, make available to the Borrower a corresponding amount on
the Closing Date. If such corresponding amount is not in fact made available to
the Administrative Agent by such Lender, the Administrative Agent shall be
entitled to recover such corresponding amount on demand from such Lender
together with interest thereon, for each day from the Closing Date until the
date such amount is paid to the Administrative Agent, at the customary rate set
by the Administrative Agent for the correction of errors among banks for three
Business Days and thereafter at the Base Rate. If such Lender does not pay such
corresponding amount forthwith upon the Administrative Agent's demand therefor,
the Administrative Agent shall promptly notify the Borrower and the Borrower
shall immediately pay such corresponding amount to the Administrative Agent
together with interest thereon, for each day from the Closing Date until the
date such amount is paid to the Administrative Agent, at the rate payable
hereunder for First Priority Term Loans. Nothing in this Section 2.02(b) shall
be deemed to relieve any Lender from its obligation to fulfill its First
Priority Term Loan Commitments hereunder or to prejudice any rights that the
Borrower may have against any Lender as a result of any default by such Lender
hereunder.

SECTION 2.03. Use of Proceeds. The proceeds of the First Priority Term Loans
shall be applied (together with the net proceeds from the making of the Second
Priority Term Loans and the issuance of the Notes) by the Borrower to prepay and
retire the Existing Senior Secured Credit Facility and to pay certain fees and
expenses due under this Agreement and the other Financing Documents in
connection therewith. No portion of the proceeds of any First Priority Term
Loans shall be used in any manner that causes or might cause the funding of the
First Priority Term Loans or the application of such proceeds to violate
Regulation T, Regulation U or Regulation X or any other regulation of the Board
of Governors of the Federal Reserve System or to violate the Exchange Act.

SECTION 2.04. Evidence of Debt; Register; Lenders' Books and Records; Notes.

      (a) Lenders' Evidence of Debt. Each Lender shall maintain on its internal
records an account or accounts evidencing the Indebtedness of the Borrower to
such Lender, including the amounts of the First Priority Term Loans made by it
and each repayment and prepayment in respect thereof. Any such recordation shall
be conclusive and binding on the Borrower, absent manifest error; provided, that
the failure to make any such recordation, or any error in such recordation,
shall not affect the Borrower's Obligations in respect of any First Priority
Term Loan; and provided further, that in the event of any inconsistency between
the Register and any Lender's records, the recordations in the Register shall
govern.

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<PAGE>

      (b) Register. The Administrative Agent shall maintain at the Principal
Office a register for the recordation of the names and addresses of the Lenders
and the First Priority Term Loans made by each Lender from time to time (the
"Register"). The Register shall be available for inspection by the Borrower or
any Lender at any reasonable time and from time to time upon reasonable prior
notice. The Administrative Agent shall record in the Register the First Priority
Term Loans, and each repayment or prepayment in respect of the principal amount
of the First Priority Term Loans, and any such recordation shall be conclusive
and binding on the Borrower and each Lender, absent manifest error; provided,
that the failure to make any such recordation, or any error in such recordation,
shall not affect the Borrower's Obligations in respect of any First Priority
Term Loan. The Borrower hereby designates the Administrative Agent to serve as
the Borrower's agent solely for purposes of maintaining the Register as provided
in this Section 2.04, and the Borrower hereby agrees that, to the extent the
Administrative Agent serves in such capacity, the Administrative Agent and its
officers, directors, employees, agents and affiliates shall constitute
"Indemnitees" under Section 12.03 (Indemnity).

      (c) First Priority Term Loan Notes. If so requested by any Lender by
written notice to the Borrower (with a copy to the Administrative Agent) at any
time, the Borrower shall execute and deliver to such Lender (and/or, if
applicable and if so specified in such notice, to any Person who is an assignee
of such Lender pursuant to Section 12.06 (Successors and Assigns;
Participations)) on the Closing Date (or, if such notice is delivered after the
Closing Date, promptly after the Borrower's receipt of such notice), a First
Priority Term Loan Note to evidence such Lender's First Priority Term Loan.

SECTION 2.05. Interest.

      (a) Except as otherwise set forth herein, the First Priority Term Loans
shall bear interest on the unpaid principal amount thereof from the date made
through repayment (whether by acceleration or otherwise) thereof as follows:

            (i) if a Base Rate Loan, at the Base Rate plus 2.75% per annum; or

            (ii) if a LIBOR Rate Loan, at the Adjusted LIBOR Rate plus 3.75% per
      annum.

Notwithstanding anything contained herein to the contrary, during the period
from the Closing Date through March 31, 2004, the First Priority Term Loans
shall bear interest on the unpaid principal amount thereof at 5.00% per annum.

      (b) The Type of Loan, and the Interest Period with respect to any LIBOR
Rate Loan, shall be selected by the Borrower and notified to the Administrative
Agent and the Lenders pursuant to the applicable Continuation Notice. If on any
day a First Priority Term Loan is outstanding with respect to which a Funding
Notice or Continuation Notice has not been delivered to the Administrative Agent
in accordance with the terms hereof specifying the applicable basis for
determining the rate of interest, then for that day such First Priority Term
Loan shall be a Base Rate Loan. Notwithstanding the foregoing, during the period
from the Closing Date through March 31, 2004, the First Priority Term Loans
shall be deemed to be

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<PAGE>

LIBOR Rate Loans and shall have the "Interest Period" contemplated by clause
(d) of the definition thereof.

      (c) In connection with LIBOR Rate Loans there shall be no more than five
Interest Periods outstanding at any time. In the event that the Borrower fails
to specify the Type of Loan in the applicable Funding Notice or Continuation
Notice, such First Priority Term Loan (if outstanding as a LIBOR Rate Loan) will
be automatically converted into a Base Rate Loan on the last day of the
then-current Interest Period for such First Priority Term Loan (or if
outstanding as a Base Rate Loan will remain as, or (if not then outstanding)
will be made as, a Base Rate Loan). In the event that the Borrower fails to
specify an Interest Period for any LIBOR Rate Loan in the applicable Funding
Notice or Continuation Notice, the Borrower shall be deemed to have selected an
Interest Period of one month. As soon as practicable after 10:00 a.m. (New York
City time) on each Interest Rate Determination Date, the Administrative Agent
shall determine (which determination shall, absent manifest error, be final,
conclusive and binding upon all parties) the interest rate that shall apply to
the LIBOR Rate Loans for which an interest rate is then being determined for the
applicable Interest Period and, upon the request of the Borrower, shall promptly
give notice thereof (in writing or by telephone confirmed in writing) to the
Borrower and each Lender.

      (d) Interest payable pursuant to Section 2.05(a) shall be computed (i) in
the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the
case may be, and (ii) in the case of LIBOR Rate Loans, on the basis of a 360-day
year, in each case for the actual number of days elapsed in the period during
which it accrues. In computing interest on any First Priority Term Loan, the
date of the making of such First Priority Term Loan or the first day of an
Interest Period applicable to such First Priority Term Loan or, with respect to
a Base Rate Loan being converted from a LIBOR Rate Loan, the date of conversion
of such LIBOR Rate Loan to such Base Rate Loan, as the case may be, shall be
included, and the date of payment of such First Priority Term Loan or the
expiration date of an Interest Period applicable to such First Priority Term
Loan or, with respect to a Base Rate Loan being converted to a LIBOR Rate Loan,
the date of conversion of such Base Rate Loan to such LIBOR Rate Loan, as the
case may be, shall be excluded; provided, if a First Priority Term Loan is
repaid on the same day on which it is made, one day's interest shall be paid on
that First Priority Term Loan.

      (e) Except as otherwise set forth herein, interest on each First Priority
Term Loan shall be payable in arrears on and to each Interest Payment Date
applicable to that First Priority Term Loan.

SECTION 2.06. Continuation Notice.

      (a) Subject to Section 2.15 (Increased Costs; Capital Adequacy) and so
long as no Default or Event of Default shall have occurred and then be
continuing, the Borrower shall have the option:

            (i) to convert at any time all or any part of any First Priority
      Term Loan equal to $5,000,000 and integral multiples of $1,000,000 in
      excess of that amount from one Type of Loan to another Type of Loan;
      provided, a LIBOR Rate Loan may only be converted on the expiration of the
      Interest Period applicable to such LIBOR Rate Loan

                                       51
<PAGE>

      unless the Borrower shall pay all amounts due under Section 2.14 (Making
      or Maintaining First Priority Term Loans) in connection with any such
      conversion; or

            (ii) upon the expiration of any Interest Period applicable to any
      LIBOR Rate Loan, to continue all or any portion of such First Priority
      Term Loan equal to $5,000,000 and integral multiples of $1,000,000 in
      excess of that amount as a LIBOR Rate Loan.

      (b) The Borrower shall deliver a Continuation Notice to the Administrative
Agent no later than 10:00 a.m. (New York City time) at least one Business Day in
advance of the proposed conversion date (in the case of a conversion to a Base
Rate Loan) and at least three Business Days in advance of the proposed
conversion/continuation date (in the case of a conversion to, or a continuation
of, a LIBOR Rate Loan). Except as otherwise provided herein, a Continuation
Notice for conversion to, or continuation of, any LIBOR Rate Loans shall be
irrevocable on and after the related Interest Rate Determination Date, and the
Borrower shall be bound to effect a conversion or continuation in accordance
therewith. In the event that the Borrower shall have failed to provide a
Continuation Notice as required by this Section 2.06(b) to continue any LIBOR
Rate Loan into a subsequent Interest Period (and shall not otherwise have given
notice in accordance with this Section 2.06(b) to convert such LIBOR Rate Loan
into a Base Rate Loan), then such LIBOR Rate Loan shall, at the end of the
applicable Interest Period, automatically be converted into a Base Rate Loan.

      (c) Any Continuation Notice shall be executed by an Officer of the
Borrower in a writing delivered to the Administrative Agent. In lieu of
delivering a written notice, the Borrower may give the Administrative Agent
telephonic notice by the required time of any continuation; provided each such
notice shall be promptly confirmed in writing by delivery of the applicable
Continuation Notice to the Administrative Agent on or before the applicable date
of continuation. Neither the Administrative Agent nor any Lender shall incur any
liability to the Borrower in acting upon any telephonic notice referred to above
that the Administrative Agent believes in good faith to have been given by a
duly authorized officer or other Person authorized on behalf of the Borrower or
otherwise acting in good faith

SECTION 2.07. Default Interest. Notwithstanding anything to the contrary herein,
upon the occurrence and during the continuation of any Event of Default, the
outstanding principal amount of all First Priority Term Loans and, to the extent
permitted by applicable Legal Requirements, any accrued but unpaid interest
payments thereon and any accrued but unpaid fees and other amounts hereunder,
shall thereafter bear interest (including post-petition interest in any
proceeding under applicable Bankruptcy Laws) payable upon demand at a rate that
is (a) 2% per annum in excess of the interest rate then otherwise payable under
this Agreement with respect to the applicable First Priority Term Loans or (b)
in the case of any such fees and other amounts, at a rate that is 2% per annum
in excess of the interest rate then otherwise payable under this Agreement for
Base Rate Loans (the "Default Rate"); provided that if an Event of Default has
occurred and is continuing on the expiration date of the Interest Period for any
LIBOR Rate Loans, then such LIBOR Rate Loans shall thereupon become Base Rate
Loans and shall thereafter bear interest payable upon demand at a rate that is
2% per annum in excess of the interest rate then otherwise payable under this
Agreement for Base Rate Loans. Payment or acceptance of the increased rates of
interest provided for in this Section 2.07 is not a permitted alternative to
timely payment and shall not constitute a waiver of any Event of Default or

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<PAGE>

otherwise prejudice or limit any rights or remedies of the Administrative Agent,
the Collateral Agent or any Lender.

SECTION 2,08, Fees. The Borrower agrees to pay to each Agent such fees in the
amounts and at the times separately agreed upon by the Borrower and such Agent
in writing.

SECTION 2.09. Payments. The principal amounts of the First Priority Term Loans
(reduced in connection with any voluntary or mandatory prepayments of the First
Priority Term Loans, in accordance with Sections 2.10 (Voluntary Prepayments)
and 2.11 (Mandatory Repayment Offers), as applicable) shall be repaid by the
Borrower in accordance with the repayment schedule set forth on Schedule 2.09,
with any remaining unpaid principal, interest, fees and costs due and payable in
full on the Maturity Date.

SECTION 2.10. Voluntary Prepayments.

      (a) Voluntary Prepayments.

            (i) The Borrower may not voluntarily prepay First Priority Term
      Loans except as provided in clause (b) below. In the event of any
      voluntary prepayment in accordance with clause (b), the Borrower may
      prepay any such First Priority Term Loans on any Business Day in whole or
      in part, in an aggregate minimum amount of $5,000,000 and integral
      multiples of $1,000,000 (or the remaining amount outstanding) in excess of
      that amount.

            (ii) All such prepayments shall be made:

                  (A) upon not less than one Business Day's prior written, email
            or telephonic notice in the case of Base Rate Loans; and

                  (B) upon not less than three Business Days' prior written,
            email or telephonic notice in the case of LIBOR Rate Loans;

      in each case given to the Administrative Agent by 1:00 p.m. (New York City
      time) on the date required and, if given by telephone, promptly confirmed
      in writing to the Administrative Agent (and the Administrative Agent will
      promptly transmit such telephonic or original notice, by telefacsimile or
      telephone to each Lender). Upon the giving of any such notice, the
      principal amount of the First Priority Term Loans specified in such notice
      shall become due and payable on the prepayment date specified therein. Any
      prepayment of any First Priority Term Loan pursuant to this Section shall
      be applied in inverse order of maturities and otherwise in accordance with
      Section 2.12 (General Provisions Regarding Payments).

      (b) First Priority Term Loan Call Protection.

            (i) The First Priority Term Loans may not be voluntarily prepaid at
      any time on or prior to April 1,2007;

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<PAGE>

            (ii) The Borrower may, at its option, upon notice as provided in
      clause (a) above, prepay at any time all, or from time to time any part
      of, the First Priority Term Loans, if such prepayment is after April 1,
      2007 but on or before April 1, 2008, in an amount equal to 102.5% of the
      principal amount so prepaid, plus all other amounts owed hereunder in
      connection with such prepayment, including amounts payable under Sections
      2.05 (Interest) and 2.14 (Making or Maintaining First Priority Term Loans)
      hereof; and

            (iii) Subject to clause (a) above, First Priority Term Loans may be
      prepaid at any time without premium or penalty after April 1,2008.

SECTION 2.11. Mandatory Repayment Offers.

      (a) In the event that, pursuant to Section 5.07 (Asset Sales; Application
of Net Proceeds) or Section 5.12 (Offer to Prepay Upon Change of Control), the
Borrower shall elect to repay or be required to offer to prepay First Priority
Term Loans, then the Borrower shall make an offer to each Lender (a "Mandatory
Repayment Offer") in accordance with the following the procedures specified
below:

            (i) The Mandatory Repayment Offer shall be made by the Borrower
      within 30 days following (A) the receipt by the Borrower or any of its
      Subsidiaries of Net Proceeds from an Asset Sale, Casualty Event or
      Condemnation Event or (B) a Change of Control, as applicable, and shall
      remain open until 5:00 p.m. (New York City time) on the date specified in
      such Mandatory Repayment Offer, which date shall be no earlier than 30
      days and no later than 60 days from the date such Mandatory Repayment
      Offer was made, except to the extent that a longer period is required by
      applicable law (the "Offer Period"):

            (ii) The Borrower shall make the Mandatory Repayment Offer by
      sending a notice to the Administrative Agent (for delivery to each
      Lender). The notice shall contain all instructions and materials necessary
      to enable the Lenders to accept the Mandatory Repayment Offer for all of
      their First Priority Term Loans pursuant to the Mandatory Repayment Offer.
      The Mandatory Repayment Offer shall be made to all "Lenders. The notice,
      which shall govern the terms of the Mandatory Repayment Offer, shall
      state:

                  (A) that the Mandatory Repayment Offer is being made pursuant
            to this Section 2.11 and Section 5.07 (Asset Sales; Application of
            Net Proceeds) or Section 5.12 (Offer to Prepay Upon Change of
            Control), as applicable, and the date on which the Mandatory
            Repayment Offer shall end;

                  (B) the total amount the Borrower is offering to prepay (the
            "Offer Amount") and the Repayment Date therefor;

                  (C) that, unless the Borrower defaults in making such payment,
            any First Priority Term Loan with respect to which a Lender accepts
            the Mandatory Repayment Offer shall cease to accrue interest from
            and after the Repayment Date;

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<PAGE>

                  (D) that a Lender that accepts a Mandatory Repayment Offer
            must accept such Mandatory Repayment Offer with respect to all (but
            not part) of its First Priority Term Loans (up to the amount of such
            Lender's First Priority Term Loans that the Borrower is offering to
            prepay);

                  (E) that the Lenders shall be entitled to withdraw their
            acceptance of a Mandatory Repayment Offer if the Borrower and the
            Administrative Agent receive, not later than the expiration of the
            Offer Period, a notice setting forth the name of the Lender, the
            principal amount of the First Priority Term Loans for which the
            Lender previously accepted such Mandatory Repayment Offer and a
            statement that such Lender is rescinding its acceptance of such
            Mandatory Repayment Offer; and

                  (F) in the case of a Mandatory Repayment Offer being made
            pursuant to Section 5.07 (Asset Sales; Application of Net Proceeds),
            that if the aggregate principal amount of First Priority Term Loans
            for which the Mandatory Repayment Offer is accepted by the Lenders
            exceeds the Offer Amount, then the Administrative Agent shall select
            the First Priority Term Loans to be purchased in accordance with
            Section 2.12(c) (General Provisions Regarding Payments).

            (iii) On or before the fifth day after the termination of the Offer
      Period (the "Repayment Date"), the Borrower shall (A) to the extent
      lawful, pay, in accordance with Section 2.12(c) (General Provisions
      Regarding Payments), the amount of First Priority Term Loans with respect
      to which the Mandatory Repayment Offer was accepted, and (B) deliver to
      the Administrative Agent (for delivery to the Lenders) an Officer's
      Certificate stating the amount of the First Priority Term Loans to be
      repaid in accordance with the terms of this Section 2.11. The
      Administrative Agent shall promptly forward the appropriate amount to each
      Lender being repaid.

      (b) In the event that one or more, but not all, Lenders have not elected
to participate in any Mandatory Repayment Offer made pursuant to Section 5.07
(Asset Sales; Application of Net Proceeds), the Borrower shall, upon the end of
the Offer Period, immediately commence a second Mandatory Repayment Offer in
accordance with the procedure provided hi clause (a) of this Section 2.11,
provided that such subsequent offer shall only be made to Lenders who elected to
participate in the initial Mandatory Repayment Offer and, provided, further,
that the Borrower shall not be required to make more than one such subsequent
offer with respect to each initial Mandatory Repayment Offer.

SECTION 2.12. General Provisions Regarding Payments.

      (a) All payments by the Borrower or any Guarantor of principal, interest,
fees and other First Priority Term Loan Obligations shall be made in Dollars in
same day funds, without defense, setoff or counterclaim, free of any restriction
or condition, and delivered to the Administrative Agent not later than 1:00 p.m.
(New York City time) on the date due at the Administrative Agent's Principal
Office for the account of the Administrative Agent or the Lenders, as the case
may be. Funds received by the Administrative Agent after that time on such

                                       55
<PAGE>

due date shall be deemed to have been paid by the Borrower or the applicable
Guarantor on the next succeeding Business Day.

      (b) All payments in respect of the principal amount of any First Priority
Term Loan shall include payment of accrued interest on the principal amount
being repaid or prepaid, and all such payments (and, in any event, any payments
in respect of any First Priority Term Loan on a date when interest is due and
payable with respect to such First Priority Term Loan) shall be applied to the
payment of interest before application to principal.

      (c) The Administrative Agent shall promptly distribute to each Lender, at
such address as such Lender shall indicate in writing, such Lender's applicable
Pro Rata Share of all payments and prepayments of principal and interest due
hereunder, except that prepayment offers accepted by Lenders pursuant to Section
2.11 (Mandatory Repayment Offer), and in respect of the Net Proceeds from any
Asset Sale, Casualty Event or Condemnation Event, shall be allocated to the
accepting Lenders ratably in proportion to the principal amount of First
Priority Term Loans outstanding to each accepting Lender (and not to all Lenders
based on Pro Rata Shares), together with all other amounts due thereon,
including all fees payable with respect thereto, to the extent received by the
Administrative Agent.

      (d) Whenever any payment to be made hereunder shall be stated to be due on
a day that is not a Business Day, such payment shall be due on the next
succeeding Business Day and such extension of time shall be included in the
computation of the payment of interest hereunder.

      (e) The Borrower hereby authorizes the Administrative Agent to charge the
Borrower's accounts (if any) with the Administrative Agent in order to cause
timely payment to be made to the Administrative Agent of all principal,
interest, fees and expenses due hereunder to the extent there are funds
available in its accounts for that purpose) upon the occurrence and during the
continuation of any Event of Default in respect of its payment obligations
hereunder.

      (f) The Administrative Agent shall deem any payment by or on behalf of the
Borrower hereunder that is not made in same day funds prior to 1:00 p.m. (New
York City time) on the date therefor to be a non-conforming payment. Any such
payment shall not be deemed to have been received by the Administrative Agent
until the later of (i) the tune such funds become available funds, and (ii) the
applicable next Business Day. The Administrative Agent shall give prompt
telephonic notice to the Borrower and each applicable Lender (confirmed in
writing) if any payment is non-conforming. Any non-conforming payment may
constitute or become a Default or Event of Default in accordance with the terms
of Section 7.01 (Events of Default). Interest shall continue to accrue on any
principal as to which a non-conforming payment is made until such funds become
available funds (but in no event less than the period from the date of such
payment to the next succeeding applicable Business Day) at the rate determined
pursuant to Section 2.07 (Default Interest) from the date such amount was due
and payable until the date such amount is paid in full.

SECTION 2.13. Ratable Sharing. The Lenders hereby agree among themselves that,
except in the case of prepayments pursuant to Section 2.11 (Mandatory Repayment
Offers), if any of them shall, whether by voluntary payment (other than a
voluntary prepayment of First Priority Term Loans made and applied in accordance
with the terms hereof), through the exercise

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<PAGE>

of any right of set-off or banker's lien, by counterclaim or cross action or by
the enforcement of any right under the First Priority Term Loan Documents or
otherwise, or as adequate protection of a deposit treated as cash collateral
under the Bankruptcy Law, receive payment or reduction of a proportion of the
aggregate amount of principal, interest, fees and other amounts then due and
owing to such Lender hereunder or under the other First Priority Term Loan
Documents (collectively, the "Aggregate Amounts Due" to such Lender) which is
greater than the proportion received by any other Lender in respect of the
Aggregate Amounts Due to such other Lender, then the Lender receiving such
proportionately greater payment shall (a) notify the Administrative Agent and
each other Lender of the receipt of such payment and (b) apply a portion of such
payment to purchase participations (which it shall be deemed to have purchased
from each Lender that is deemed to be the seller of a participation
simultaneously upon the receipt by such seller of its portion of such payment)
in the Aggregate Amounts Due to the other Lenders, so that all such recoveries
of Aggregate Amounts Due shall be shared by all Lenders in proportion to the
Aggregate Amounts Due to each of them, respectively; provided, if all or part of
such proportionately greater payment received by such purchasing Lender is
thereafter recovered from such Lender upon the bankruptcy or reorganization of
the Borrower or otherwise, the foregoing purchases of participations shall be
rescinded and the purchase prices paid for such participations shall be returned
to such purchasing Lender(s) ratably to the extent of such recovery, but without
interest. The Borrower expressly consents to the foregoing arrangement and
agrees that any holder of a participation so purchased may exercise any and all
rights of banker's lien, set-off or counterclaim with respect to any and all
monies owing by the Borrower to that holder with respect thereto as fully as if
that holder were owed the amount of the participation held by that holder.

SECTION 2.14. Making or Maintaining First Priority Term Loans.

      (a) Inability to Determine Applicable Interest Rate. In the event that the
Administrative Agent shall have determined (which determination shall be final
and conclusive and binding upon all parties hereto absent manifest error), on
any Interest Rate Determination Date with respect to any First Priority Term
Loans, that by reason of circumstances affecting the London interbank market
adequate and fair means do not exist for ascertaining the interest rate
applicable to such First Priority Term Loans on the basis provided for in the
definition of Adjusted LIBOR Rate, the Administrative Agent shall on such date
give notice (by telefacsimile or by telephone confirmed in writing) to the
Borrower and each Lender of such determination, whereupon (i) no First Priority
Term Loans may be made or maintained with an interest rate based on the Adjusted
LIBOR Rate, and instead will be made and maintained with an interest rate equal
to the Base Rate plus 2.75% per annum, until such time as the Administrative
Agent notifies the Borrower and Lenders that the circumstances giving rise to
such notice no longer exist, and (ii) any Funding Notice or Continuation Notice
given by the Borrower with respect to the First Priority Term Loans in respect
of which such determination was made shall be deemed to be rescinded by the
Borrower.

      (b) Illegality or Impracticability of using the Adjusted LIBOR Rate. In
the event that on any date any Lender shall have determined (which determination
shall be final and conclusive and binding upon all parties hereto but shall be
made only after consultation with the Borrower and the Administrative Agent)
that the making, maintaining or continuation of its First Priority Term Loans
with an interest rate based on the Adjusted LIBOR Rate (i) has become unlawful
as

                                       57
<PAGE>

a result of compliance by such Lender in good faith with any Legal Requirement
or would conflict with any treaty, governmental rule, regulation, guideline or
order not having the force of law even though the failure to comply therewith
would not be unlawful, or (ii) has become impracticable, as a result of
contingencies occurring after the date hereof which materially and adversely
affect the London interbank market or the position of such Lender in that
market, then, and in any such event, such Lender shall be an "Affected Lender"
and on that day it shall give notice (by telefacsimile or by telephone confirmed
in writing) to the Borrower and the Administrative Agent of such determination
(which notice the Administrative Agent shall promptly transmit to each other
Lender). Thereafter (A) the obligation of the Affected Lender to make or
maintain First Priority Term Loans with an interest rate based on the Adjusted
LIBOR Rate shall be suspended until such notice shall be withdrawn by the
Affected Lender, (B) to the extent such determination by the Affected Lender
relates to a First Priority Term Loan then being requested by the Borrower
pursuant to a Funding Notice or a Continuation Notice, the Affected Lender shall
make such First Priority Term Loan as (or continue such First Priority Term Loan
as) a First Priority Term Loan with an interest rate equal to the Base Rate plus
2.75% annum, (C) the Affected Lender's obligation to maintain its outstanding
First Priority Term Loans with an interest rate based on the Adjusted LIBOR Rate
(the "Affected Loans") shall be terminated at the earlier to occur of the
expiration of the Interest Period then in effect with respect to the Affected
Loans or when required by law, and (D) the Affected Loans shall automatically
convert into First Priority Term Loans with an interest rate equal to the Base
Rate plus 2.75% per annum on the date of such termination. Except as provided in
the immediately preceding sentence, nothing in this Section 2.14(b) shall affect
the obligation of any Lender other than an Affected Lender to make or maintain
First Priority Term Loans with an interest rate based on the Adjusted LIBOR Rate
in accordance with the terms hereof.

      (c) Compensation for Breakage or Non-Commencement of Interest Periods. The
Borrower shall compensate each Lender, upon written request by such Lender
(which request shall set forth the basis for requesting such amounts), for all
reasonable losses, expenses and liabilities (including any interest paid by such
Lender to lenders of funds borrowed by it to make or carry its First Priority
Term Loans and any loss, expense or liability sustained by such Lender in
connection with the liquidation or re-employment of such funds but excluding
loss of anticipated profits (such anticipated profits being the 3.75% spread
over the Adjusted LIBOR Rate) which such Lender may sustain within an Interest
Period: (i) if any prepayment or other principal payment of any of its First
Priority Term Loans occurs on a date prior to the last day of an Interest Period
applicable to that First Priority Term Loan (including pursuant to Section 2.10
(Voluntary Prepayments), 2.11 (Mandatory Repayment Offers), 5.07 (Asset Sales;
Application of Net Proceeds) and 5.12 (Offer to Prepay Upon Change of Control);
or (ii) if any prepayment of any of its First Priority Term Loans is not made on
any date specified in a notice of prepayment given by the Borrower.

      (d) Booking of First Priority Term Loans. Any Lender may make, carry or
transfer First Priority Term Loans at, to, or for the account of any of its
branch offices or the office of an Affiliate of such Lender.

      (e) Assumptions Concerning Funding of First Priority Term Loans.
Calculation of all amounts payable to a Lender under this Section 2.14 and under
Section 2.15 (Increased Costs; Capital Adequacy) shall be made as though such
Lender had actually funded each of its relevant

                                       58
<PAGE>

First Priority Term Loans through the purchase of a LIBOR deposit bearing
interest at the rate obtained pursuant to clause (b) of the definition of
Adjusted LIBOR Rate in an amount equal to the amount of such First Priority Term
Loan and having a maturity comparable to the relevant Interest Period and
through the transfer of such LIBOR deposit from an offshore office of such
Lender to a domestic office of such Lender in the United States of America;
provided, however, each Lender may fund each of its First Priority Term Loans
in any manner it sees fit and the foregoing assumptions shall be utilized only
for the purposes of calculating amounts payable under this Section 2.14 and
under Section 2.15 (Increased Costs; Capital Adequacy).

SECTION 2.15. Increased Costs; Capital Adequacy.

      (a) Compensation For Increased Costs and Taxes. Subject to the provisions
of Section 2.16 (Taxes; Withholding, etc.) (which shall be controlling with
respect to the matters covered thereby), in the event that any Lender shall
determine (which determination shall, absent manifest error, be final and
conclusive and binding upon all parties hereto) that any Legal Requirement, or
any change therein or in the interpretation, administration or application
thereof (including the introduction of any new Legal Requirement), or any
determination of a court or governmental authority, in each case that becomes
effective after the date hereof, or compliance by such Lender with any
guideline, request or directive issued or made after the date hereof by any
central bank or other governmental or quasi-governmental authority (whether or
not having the force of law):

            (i) imposes, modifies or holds applicable any reserve (including any
      marginal, emergency, supplemental, special or other reserve), special
      deposit, compulsory loan, FDIC insurance or similar requirement against
      assets held by, or deposits or other liabilities in or for the account of,
      or advances or loans by, or other credit extended by, or any other
      acquisition of funds by, any office of such Lender (other than any such
      reserve or other requirements with respect to any First Priority Term
      Loans that are reflected in the definition of Adjusted LIBOR Rate); or

            (ii) imposes any other condition (other than with respect to a Tax
      matter) on or affecting such Lender (or its applicable lending office) or
      its obligations hereunder or the London interbank market;

and the result of any of the foregoing is to increase the cost to such Lender of
agreeing to make, making or maintaining First Priority Term Loans hereunder or
to reduce any amount received of receivable by such Lender (or its applicable
lending office) with respect thereto; then, in any such case, the Borrower shall
promptly pay to such Lender, upon receipt of the statement referred to in the
next sentence, such additional amount or amounts (in the form of an increased
rate of, or a different method of calculating, interest or otherwise as such
Lender in its sole discretion shall determine) as may be necessary to compensate
such Lender for any such increased cost or reduction in amounts received or
receivable hereunder. Such Lender shall deliver to the Borrower (with a copy to
the Administrative Agent) a written statement, setting forth in reasonable
detail the basis for calculating the additional amounts owed to such Lender
under this Section 2.15(a), which statement shall be conclusive and binding upon
all parties hereto absent manifest error.

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      (b) Capital Adequacy Adjustment. In the event that any Lender shall have
determined that the adoption, effectiveness, phase-in or applicability after the
Closing Date of any Legal Requirement (or any provision thereof) regarding
capital adequacy, or any change therein or in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Lender (or its applicable lending office) with any guideline, request or
directive regarding capital adequacy (whether or not having the force of law) of
any such Governmental Authority, central bank or comparable agency, has or would
have the effect of reducing the rate of return on the capital of such Lender or
any corporation controlling such Lender as a consequence of, or with reference
to, such Lender's First Priority Term Loans, or participations therein or other
obligations hereunder with respect to the First Priority Term Loans to a level
below that which such Lender or such controlling corporation could have achieved
but for such adoption, effectiveness, phase-in, applicability, change or
compliance (taking into consideration the policies of such Lender or such
controlling corporation with regard to capital adequacy), then from time to
time, within five Business Days after receipt by the Borrower from such Lender
of the statement referred to in the next sentence, the Borrower shall pay to
such Lender such additional amount or amounts as shall compensate such Lender or
such controlling corporation on an after-tax basis for such reduction. Such
Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a
written statement, setting forth in reasonable detail the basis for calculating
the additional amounts owed to such Lender under this Section 2.15(b), which
statement shall be conclusive and binding upon all parties hereto absent
manifest error.

SECTION 2.16. Taxes; Withholding, etc.

      (a) Payments to Be Free and Clear. Except as otherwise provided in this
Section 2.16, all sums payable by or on behalf of any Obligor hereunder and
under the other First Priority Term Loan Documents shall (except to the extent
required by any applicable Legal Requirement) be paid free and clear of, and
without any deduction or withholding on account of, any Tax imposed, levied,
collected, withheld or assessed by or within the U.S. or any political
subdivision in or of the U.S. or any other jurisdiction from or to which a
payment is made by or on behalf of any Obligor.

      (b) Withholding of Taxes. If any Obligor or any other Person is required
by law to make any deduction or withholding on account of any such Tax from any
sum paid or payable by or on behalf of any Obligor to the any Agent or any
Lender under any of the First Priority Term Loan Documents:

            (i) the Borrower shall notify the Administrative Agent of any such
      requirement or any change in any such requirement as soon as the Borrower
      becomes aware of it;

            (ii) the Borrower shall pay any such Tax before the date on which
      penalties attach thereto, such payment to be made (if the liability to pay
      is imposed on any Obligor) for its own account or (if that liability is
      imposed on such Agent or such Lender, as the case may be) on behalf of and
      in the name of such Agent or such Lender;

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            (iii) the sum payable by such Obligor in respect of which the
      relevant deduction, withholding or payment is required shall be increased
      to the extent necessary to ensure that, after the making of all
      deductions, withholding or payments for or with respect to Taxes, such
      Agent or such Lender, as the case may be, receives on the due date a net
      sum equal to what it would have received had no such deduction,
      withholding or payment been required or made; and

            (iv) within 30 days after paying any sum from which it is required
      by law to make any deduction or withholding, and within 30 days after the
      due date of payment of any tax which it is required by clause (ii) above
      to pay, the Borrower shall deliver to the Administrative Agent evidence
      satisfactory to the other affected parties of such deduction, withholding
      or payment and of the remittance thereof to the relevant taxing or other
      authority;

provided that no such additional amount shall be required to be paid to any
Lender under clause (iii) above except to the extent that any change after the
date hereof (in the case of each Lender listed on the signature pages hereof on
the Closing Date) or after the effective date of the Assignment Agreement
pursuant to which such Lender became a Lender (in the case of each other Lender)
in any such requirement for a deduction, withholding or payment as is mentioned
therein shall result in either the imposition of deduction, withholding or
payment or an increase in the rate of such deduction, withholding or payment
from that in effect at the date hereof or at the date of such Assignment
Agreement, as the case may be, in respect of payments to such Lender.

      (c) Other Taxes. The Borrower shall pay any Other Taxes to the relevant
taxing or other authority in accordance with applicable Legal Requirements, and
shall comply with the requirements of Section 2.16(b)(iv) with respect to such
payments.

      (d) Indemnification. Subject to the requirements of Section 2.16(e), the
Borrower shall indemnify each Agent and each Lender for the full amount of Taxes
(to the extent the Borrower would be required to pay additional amounts with
respect to such Taxes pursuant to Section 2.16(b)) or Other Taxes arising in
connection with payments made under any of the First Priority Term Loan
Documents (including any Taxes or Other Taxes imposed by any jurisdiction on
amounts payable under this Section 2.16) paid by such Agent or Lender and any
penalties, additions to tax, interest and expenses arising from or with respect
to such Taxes or Other Taxes, whether or not such Taxes or Other Taxes were
correctly or legally asserted. Payment under this indemnification shall be made
within 10 days from the date any Agent or any Lender makes written demand
therefor.

      (e) Evidence of Exemption From U.S. Withholding Tax. Each Lender that is
not a United States Person (as such term is defined in Section 7701(a)(30) of
the Code) for U.S. federal income tax purposes (a "Non-U.S. Lender") shall
deliver to the Administrative Agent for transmission to the Borrower, on or
prior to the Closing Date (in the case of each Lender listed on the signature
pages hereof on the Closing Date) or on or prior to the date of the Assignment
Agreement pursuant to which it becomes a Lender (in the case of each other
Lender), and at such other times as may be necessary in the determination of the
Borrower or the Administrative Agent (each in the reasonable exercise of its
discretion):

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            (i) two original copies of Internal Revenue Service Form W-8BEN or
      W-8ECI (or any successor forms), properly completed and duly executed by
      such Lender, and such other documentation required under the Code and
      reasonably requested by the Borrower to establish that such Lender is not
      subject to deduction or withholding of United States federal income tax
      with respect to any payments to such Lender of principal, interest, fees
      or other amounts payable under any of the First Priority Term Loan
      Documents or is subject to such deduction or withholding at a reduced
      rate; or

            (ii) if such Lender is not a "bank" or other Person described in
      Section 881(c)(3) of the Code and is claiming exemption from U.S. federal
      withholding tax under Section 871(h) or 881(c) of the Code with respect to
      payments of "portfolio interest", a Certificate Re Non-Bank Status
      together with two original copies of Internal Revenue Service Form W-8 (or
      any successor form), properly completed and duly executed by such Lender,
      and such other documentation required under the Code and reasonably
      requested by the Borrower to establish that such Lender is not subject to
      deduction or withholding of United States federal income tax with respect
      to any payments to such Lender of interest payable under any of the First
      Priority Term Loan Documents.

Each Lender required to deliver any forms, certificates or other evidence with
respect to United States federal income tax withholding matters pursuant to this
Section 2.16(e) hereby agrees, from time to time after the initial delivery by
such Lender of such forms, certificates or other evidence, whenever a lapse in
time or change in circumstances renders such forms, certificates or other
evidence obsolete or inaccurate in any material respect, that such Lender shall
promptly deliver to the Administrative Agent for transmission to the Borrower
two new original copies of Internal Revenue Service Form W-8BEN or W-8ECI, or a
Certificate re Non-Bank Status and two original copies of Internal Revenue
Service Form W-8, as the case may be, properly completed and duly executed by
such Lender, and such other documentation required under the Code and reasonably
requested by the Borrower to confirm or establish that such Lender is not
subject to deduction or withholding of United States federal income tax with
respect to payments to such Lender under the First Priority Term Loan Documents
or is subject to such deduction or withholding at a reduced rate, or notify the
Administrative Agent and the Borrower of its inability to deliver any such
forms, certificates or other evidence. The Borrower shall not be required to pay
any additional amount to any Non-U.S. Lender under Section 2.16(b)(iii) or to
indemnify the Non-U.S. Lender under Section 2.16(d) if such Lender shall have
failed (1) to deliver the forms, certificates or other evidence referred to in
the second sentence of this Section 2.16(e), or (2) to notify the Administrative
Agent and the Borrower of its inability to deliver any such forms, certificates
or other evidence, as the case may be; provided, if such Lender shall have
satisfied the requirements of the first sentence of this Section 2.16(e) on the
Closing Date or on the date of the Assignment Agreement pursuant to which it
became a Lender, as applicable, nothing in this last sentence of this Section
2.16(e) shall relieve the Borrower of its obligation to pay any additional
amounts pursuant to Section 2.16(b) or to indemnify the Non-U.S. Lender under
Section 2.16(d) in the event that, as a result of any change in any applicable
Legal Requirement, or any change in the interpretation, administration or
application thereof, such Lender is no longer properly entitled to deliver
forms, certificates or other evidence at a subsequent date establishing the fact
that such Lender is not subject to withholding as described herein. For the
avoidance of doubt, to the extent the form provided by a Lender at the time such

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Lender first becomes a party to this Agreement indicates a U.S. withholding tax
rate in excess of zero, withholding tax at such rate shall be considered
excluded from Taxes.

SECTION 2.17. Removal or Replacement of a Lender. Anything contained herein to
the contrary notwithstanding, in the event that:

      (a) (i) any Lender (an "Increased-Cost Lender") shall give notice to the
Borrower that such Lender is an Affected Lender or that such Lender is entitled
to receive payments under Section 2.14 (Making or Maintaining First Priority
Term Loans), 2.15 (Increased Costs; Capital Adequacy) or 2.16 (Taxes;
Withholding, etc), (ii)the circumstances which have caused such Lender to be an
Increased-Cost Lender or which entitle such Lender to receive such payments
shall remain in effect, and (iii) such Lender shall fail to withdraw such notice
within five Business Days after the Borrower's request for such withdrawal; or

      (b) in connection with any proposed amendment, modification, termination,
waiver or consent with respect to any of the provisions hereof as contemplated
by Section 12.05(b) (Amendments and Waivers), the consent of Requisite Lenders
shall have been obtained but the consent of one or more of such other Lenders
(each a "Non-Consenting Lender") whose consent is required shall not have been
obtained;

then, with respect to each such Increased-Cost Lender or Non-Consenting Lender
(the "Terminated Lender"), the Borrower may, by giving written notice to the
Administrative Agent and any Terminated Lender of its election to do so, elect
to cause such Terminated Lender (and such Terminated Lender hereby irrevocably
agrees) to assign its outstanding First Priority Term Loans in full to one or
more Eligible Assignees (each a "Replacement Lender") in accordance with the
provisions of Section 12.06 (Successors and Assigns; Participations); provided,

            (i) on the date of such assignment, the Replacement Lender shall pay
      to such Terminated Lender an amount equal to the sum of (A) an amount
      equal to the principal of, and all accrued interest on, all outstanding
      First Priority Term Loans of the Terminated Lender, and (B) an amount
      equal to all accrued, but theretofore unpaid, fees owing to such
      Terminated Lender pursuant to Section 2.08 (Fees);

            (ii) on the date of such assignment, the Borrower shall pay any
      amounts payable to such Terminated Lender pursuant to Section 2.14(c)
      (Making or Maintaining First Priority Term Loans), 2.15 (Increased Costs;
      Capital Adequacy) or 2.16 (Taxes; Withholding, etc.); provided that no
      premium on such amounts shall be required to be paid; and

            (iii) in the event such Terminated Lender is a Non-Consenting
      Lender, each Replacement Lender shall consent, at the time of such
      assignment, to each matter in respect of which such Terminated Lender was
      a Non-Consenting Lender.

Upon the prepayment of all amounts owing to any Terminated Lender, such
Terminated Lender shall no longer constitute a "Lender" under any of the First
Priority Term Loan Documents; provided, any rights of such Terminated Lender to
indemnification hereunder shall survive as to such Terminated Lender.

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                                  ARTICLE III.

                              CONDITIONS PRECEDENT

      The obligation of any Lender to make a First Priority Term Loan on the
Closing Date is subject to the satisfaction, or waiver in accordance with
Section 12.05 (Amendments and Waivers), of the following conditions precedent on
or before the Closing Date:

SECTION 3.01. Resolutions. The Administrative Agent shall have received a copy
of one or more resolutions or other authorizations of Holdings, the Borrower and
each Guarantor authorizing, as applicable and among other things, the granting
of the Liens under the Security Documents and the execution, delivery and
performance of this Agreement and the other Financing Documents, in each case
certified by an Officer of each such Person as being (a) in fall force and
effect as of the Closing Date and (b) true, correct and complete copies of all
of the resolutions or other authorizations of such Person relating to the
transactions contemplated by this Agreement and the other Financing Documents as
of the Closing Date.

SECTION 3.02. Incumbency. The Administrative Agent shall have received a
certificate from each of Holdings, the Borrower and each Guarantor, signed by
the appropriate authorized officer of such Person and dated as of the Closing
Date, as to the incumbency of the natural persons authorized to execute and
deliver the First Priority Term Loan Documents to which such Person is a party.

SECTION 3.03. Formation Documents. The Administrative Agent shall have received
(a) a copy of the certificate of formation, articles of incorporation or other
comparable constituent documents of Holdings, the Borrower and each Subsidiary
of the Borrower, in each case certified by the Secretary of State of the state
of such Person's formation or incorporation (as applicable) and (b) a copy of
the limited liability company operating agreement, bylaws or other comparable
constituent documents of such Person, in each case certified by an Officer of
such Person as being true, correct and complete as of the Closing Date.

SECTION 3.04. .Good Standing Certificates. The Administrative Agent shall have
received certificates issued by the Secretary of State of the state in which
each of Holdings, the Borrower, and each Subsidiary of the Borrower is formed or
organized (as applicable), (a) dated no more than five days prior to the Closing
Date and (b) certifying that such Person is in good standing and is qualified to
do business in, and has paid all franchise taxes or similar taxes due to the
applicable state.

SECTION 3.05. Financial Officer's Certificate. The chief financial officer of
the Borrower shall have furnished a certificate, dated the Closing Date, in form
and substance satisfactory to the Administrative Agent, stating to the effect
that:

            (a) The present fair saleable value of the assets of each of the
      Borrower and each Subsidiary of the Borrower (other than CalGen Finance)
      exceeds the amount required to pay the probable liability on its existing
      debts, respectively (whether matured or unmatured, liquidated or
      unliquidated, absolute, fixed or contingent), as they become

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      absolute and matured, and as a result of the consummation of the
      transactions contemplated herein and in the Bank Book, will continue to
      exceed such amount;

            (b) Each of the Borrower and each Subsidiary of the Borrower (other
      than CalGen Finance) does not, and, as a result of the consummation of the
      transactions contemplated in this Agreement, the other Financing Documents
      and the Bank Book, will not, have unreasonably small capital for it to
      carry on its business as proposed to be conducted;

            (c) Neither the Borrower nor any Subsidiary of the Borrower (other
      than CalGen Finance) is incurring obligations or making transfers under
      any evidence of indebtedness with the intent to hinder, delay or defraud
      any entity to which it is or will become indebted; and

            (d) Nothing has come to the Borrower's attention to cause it to
      believe that: (i) R.W. Beck is not qualified to pass on questions relating
      to the technical, environmental and economic aspects of the projects
      operated by the CalGen Companies as such projects are described in the
      Bank Book; (ii) the assumptions included in R.W. Beck's report dated March
      15, 2004, entitled "Independent Engineer's Report, Calpine Generating
      Company, LLC Facilities" (the "Beck Report"), are not reasonable; (iii)
      the information provided by the CalGen Companies to R.W. Beck in
      connection with the Beck Report was not prepared in good faith by the
      CalGen Companies; and (iv) the factual information or the conclusions
      contained in the Beck Report are inaccurate in any material adverse
      respect.

SECTION 3.06. Security.

            (a) Release. The Collateral Agent shall have received:

                  (i) certified copies of Uniform Commercial Code Requests for
            Information or Copies (Form UCC-11), or a similar search report
            certified by a party acceptable to the Administrative Agent, dated a
            date reasonably near to the Closing Date, listing all effective
            Financing Statements which name Holdings, the Borrower or any
            Subsidiary thereof (under its present names or any previous name) as
            the debtor, together with copies of such Financing Statements (none
            of which shall cover any Collateral, other than Financing Statements
            that evidence (A) Liens granted in connection with the Existing
            Senior Secured Credit Facility or (B) Liens permitted to exist
            hereunder after the Closing Date);

                  (ii) appropriately completed copies, which have been duly
            authorized for filing by the appropriate Person, of each UCC
            Financing Statement Amendment (Form UCC-3) termination statement, if
            any, necessary to release all Liens of any Person in any Collateral
            previously granted by the Borrower or any of its Subsidiaries to the
            extent not permitted under the First Priority Term Loan Documents
            after the Closing Date (including (A) Liens granted in connection
            with the Existing Senior Secured Credit Facility and (B) other
            existing Liens which are not permitted hereunder after the Closing
            Date);

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                  (iii) such releases, reconveyances, satisfactions or other
            instruments as it may reasonably request to confirm the release,
            satisfaction and discharge in full of all mortgages and deeds of
            trust at any time delivered by the Borrower or any of its
            Subsidiaries to secure any Obligations in respect of the Existing
            Senior Secured Credit Facility, duly executed, delivered and
            acknowledged in recordable form by the grantee named therein or its
            of record successors or assigns; and

                  (iv) a letter or letters (in form and substance reasonably
            satisfactory to the Administrative Agent) addressed to the
            Collateral Agent, the First Priority Indenture Trustee, the Second
            Priority Indenture Trustee, the Third Priority Indenture Trustee,
            the Administrative Agent, the Second Priority Term Loan
            Administrative Agent and the Revolver Administrative Agent executed
            and delivered by the Existing Credit Administrative Agent, stating
            the amount (the "Payout Amount") required to pay in full in cash at
            the Closing Date all outstanding Obligations under or in respect of
            the Existing Senior Secured Credit Facility.

            (b) Security. The Collateral Agent shall have received (with a copy
      to the Administrative Agent):

                  (i) appropriately completed copies, which have been duly
            authorized for filing by the appropriate Person, of Uniform
            Commercial Code Financing Statements or fixture filings naming
            Holdings, the Borrower, or each of the Guarantors (as applicable) as
            a debtor and the Collateral Agent as the secured party, or other
            similar instruments or documents to be filed under the UCC of all
            jurisdictions as may be necessary or, in the reasonable opinion of
            the Administrative Agent and its counsel, desirable to perfect the
            security interests of the First Priority Term Loan Secured Parties
            pursuant to the Security Documents;

                  (ii) (A) certificates (which certificates shall be accompanied
            by irrevocable undated stock powers or transfer documents, duly
            endorsed in blank and otherwise satisfactory in form and substance
            to the Administrative Agent) representing all Capital Stock pledged
            pursuant to the Security Documents and (B) all promissory notes or
            other instruments (duly endorsed, where appropriate, in a manner
            reasonably satisfactory to the Administrative Agent) evidencing any
            Collateral; and

                  (iii) such other documents and instruments as the
            Administrative Agent or the Collateral Agent may reasonably request
            in order to grant and perfect the security interests contemplated by
            the Security Documents

            (c) Filing. All Uniform Commercial Code Financing Statements (Forms
      UCC-1) or other similar Financing Statements and UCC Financing Statement
      Amendments (Forms UCC-3) required pursuant to clauses (a) and (b) above
      (collectively, the "Financing Statements") shall have been filed or
      recorded or delivered to the Collateral Agent for filing or recording.

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SECTION 3.07. Consummation of Notes Offering, Second Priority Term Loan
Agreement, Revolving Loan Agreement and First Priority Term Loan Documents.

      (a) The Borrower and CalGen Finance shall have consummated the offering of
the Notes, and such Notes shall have been issued and sold prior to, or shall be
issued and sold simultaneously with, the Closing Date on substantially the terms
described in the Bank Book and other terms reasonably satisfactory to the
Administrative Agent.

      (b) The Borrower and each Guarantor shall have executed and delivered the
Second Priority Term Loan Agreement and the Revolving Loan Agreement and each
such agreement shall be in full force and effect prior to, or shall become in
full force and effect simultaneously with, the Closing Date, on substantially
the terms described in the Bank Book and other terms reasonably satisfactory to
the Administrative Agent.

      (c) Holdings, the Borrower and each Guarantor shall have delivered to the
Lenders, each of the First Priority Term Loan Documents to be entered into as of
the Closing Date, each duly executed and delivered by the party or parties
thereto and, unless otherwise noted, dated the Closing Date.

      (d) The Borrower shall have received cash proceeds from the sale of the
Notes (net of underwriting discounts and commissions) in an amount sufficient,
when added to the cash proceeds from the borrowings hereunder and under the
Second Priority Term Loan Agreement (in each case, net of applicable expenses
and fees), to pay in full in cash the Payout Amount and all other fees, costs
and expenses payable by the Borrower in connection with the closing of the
transactions contemplated herein and in the Bank Book and shall have authorized
disbursement of such cash proceeds directly to pay the Payout Amounts and such
fees, costs and expenses pursuant to a disbursement authorization letter (in
form and substance reasonably satisfactory to the Administrative Agent) executed
and delivered by the Borrower.

SECTION 3.08. Ratings. The First Priority Term Loans shall have received a
rating by S&P.

SECTION 3.09. No Material Adverse Change. There shall not have occurred (a)
since December 31,2003, 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 Borrower and its Subsidiaries, taken as a whole,
which, in the judgment of the Administrative Agent, is material and adverse and
makes it impractical or inadvisable to proceed with making of the First Priority
Term Loans; (b) since March 12, 2004, any suspension or material 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 Calpine on any exchange or in the over-the-counter market; (c)
since March 12, 2004, a general moratorium on commercial banking activities
declared by either Federal or New York State authorities or a material
disruption in commercial banking or securities settlement or clearance services
in the United States which, in the judgment of the Administrative Agent, makes
it impracticable or inadvisable to proceed with the making of the First Priority
Term Loans; or (d) since March 12, 2004, 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

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emergency if, in the judgment of the Administrative Agent, the effect of any
such outbreak, escalation, declaration, calamity or emergency makes it
impractical or inadvisable to proceed with the making of the First Priority Term
Loans.

SECTION 3.10. Third Party Approvals. All consents, exemptions, authorizations,
or other actions by, or notices to, or filings with, governmental authorities
and other Persons in respect of all applicable Legal Requirements, necessary or
desirable in connection with the execution, delivery or performance by each of
Holdings, the Borrower and each Guarantor of the First Priority Term Loan
Documents to which it is a party (including all federal, state and local
regulatory filings, consents and approvals necessary or desirable in connection
therewith) shall have been obtained and be in full force and effect, and the
Administrative Agent shall have been furnished with appropriate evidence
thereof, and all waiting periods related thereto shall have lapsed or expired
without extension or the imposition of any conditions or restrictions.

SECTION 3.11. Opinions. The Administrative Agent shall have received one or
more opinions addressed to the Administrative Agent and each of the Lenders from
time to time party to this Agreement, in form and substance reasonably
satisfactory to the Administrative Agent and its counsel, dated as of the
Closing Date and in the form of Exhibit G.

SECTION 3.12. Officer's Certificates. The Administrative Agent shall have
received a certificate, dated as of the Closing Date, of the president or any
vice president and a principal financial or accounting officer of the Borrower
and each of the Guarantors, in which such officer, to the best of his or her
knowledge after reasonable investigation, shall state that (a) the
representations and warranties of such CalGen Company in this Agreement and the
other First Priority Term Loan Documents are true and correct in all material
respects; (b) such CalGen Company has complied with all agreements and satisfied
all conditions on its part to be performed or satisfied hereunder at or prior to
the Closing Date; and (c) subsequent to December 31, 2003, there has been no
material adverse change, nor any development or event involving a prospective
material adverse change, in the condition (financial or other), business,
properties or results of operations of such CalGen Company or its respective
subsidiaries taken as a whole except as set forth in or contemplated by the Bank
Book or otherwise disclosed in writing to the Administrative Agent prior to the
Closing Date.

SECTION 3.13. Title Policies.

      (a) Mortgages. The Collateral Agent shall have received (with a copy to
the Administrative Agent) a fully executed and notarized mortgage or deed of
trust from each Guarantor (each a "Closing Date Mortgage") encumbering all of
such Guarantor's Closing Date Mortgaged Property as security for the payment and
performance of the Secured Obligations. Each Closing Date Mortgage shall be in
proper form for recording in all applicable jurisdictions where the property
encumbered thereby is located.

      (b) Title Insurance Policies. The Collateral Agent shall have received
CLTA mortgagee policies of title insurance or unconditional commitments therefor
(the "Closing Date Mortgage Policies") issued by the Title Company with respect
to the Closing Date Mortgaged Properties, providing coverage in an amount equal
to $50,000,000 per Closing Date Mortgaged Property and assuring the Collateral
Agent that the applicable Closing Date Mortgages create

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valid and enforceable perfected mortgage Liens on the respective Closing Date
Mortgaged Properties encumbered thereby. The Closing Date Mortgage Policies
shall (i) include endorsements providing mechanics' lien coverage and such other
coverages as are reasonably requested by the Administrative Agent, and (ii)
provide for such affirmative insurance, gap coverage and reinsurance as the
Administrative Agent may reasonably request, all of the foregoing in form and
substance reasonably satisfactory to the Administrative Agent.

SECTION 3.14. Evidence of Insurance. The Collateral Agent shall have received a
certificate from the Borrower's insurance broker or other evidence satisfactory
to it that all insurance required to be maintained pursuant to this Agreement is
in full force and effect and that Collateral Agent on behalf of the Secured
Parties has been named as additional insured and/or loss payee thereunder to the
extent required under this Agreement.

SECTION 3.15. Other Financing Documents. The Administrative Agent shall have
received true, correct and complete copies of each Financing Document (other
than the First Priority Term Loan Documents) and each shall be in full force and
effect as of the Closing Date, as certified to the Administrative Agent by an
Officer of the Borrower as of the Closing Date

SECTION 3.16. No Default. No Default or Event of Default shall have occurred and
be continuing (or would occur of would be continuing immediately after giving
effect to the making of the First Priority Term Loans).

SECTION 3.17. Fees. The Borrower shall have paid all fees and reasonable
out-of-pocket costs and expenses (including reasonable legal fees and expenses
of counsel) and other compensation contemplated hereby payable to the Agents and
the Lenders.

SECTION 3.18. Funding Notice. The Administrative Agent shall have received a
fully executed and delivered Funding Notice from the Borrower at least three
Business Days prior to the Closing Date.

SECTION 3.19. Delivery of Financials. The Administrative Agent and each Lender,
at least four Business Days prior to the Closing Date, shall have received
copies of (a) the consolidated financial statements for the Borrower and its
Subsidiaries (covering the fiscal year ended December 31, 2003) as audited by
PricewaterhouseCoopers LLP, and such consolidated financial statements shall be
reasonably satisfactory to the Administrative Agent, (b) the unaudited pro forma
consolidated balance sheet of the Borrower and its Subsidiaries as of the
Closing Date giving effect to (i) the consummation of the transactions
contemplated hereby, (ii) the issuance of the Notes, the making of the loans
under the Second Priority Term Loan Agreement and the use of proceeds thereof,
and (iii) the payment of fees and expenses in connection with the foregoing, and
(c) the forecasted operating results of the Borrower and its Subsidiaries (the
"Projections"), giving effect to the consummation of the transactions
contemplated by this Agreement, the making of the loans under the Second
Priority Term Loan Agreement and the issuance of the Notes, covering the period
from the Closing Date until December 31, 2010 and in form and substance
substantial similar to the draft Projections provided to the Lenders on March
16, 2004. The Administrative Agent is entitled, but not obligated to, request
and receive, prior to the making of any First Priority Term Loan, additional
information reasonably satisfactory to the Administrative Agent confirming the
satisfaction of

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any of the foregoing if, in the good faith judgment of the Administrative Agent,
such request is warranted under the circumstances.

SECTION 3.20. Site Assessment Reports. The Administrative Agent shall have
received (a) a copy of one or more environmental site assessment reports from
each of the Environmental Consultants relating to the Closing Date Facilities
(in the form provided to counsel to the Administrative Agent prior to the
Closing Date) and (b) a reliance letter from each of the Environmental
Consultants, dated within three Business Days of the Closing Date, permitting
the Lenders to rely on such environmental site assessment reports as if
addressed to them (in form and substance reasonably satisfactory to the
Administrative Agent).

SECTION 3.21. Major Project Documents. The Borrower and each applicable
Guarantor shall have executed and delivered the Major Project Documents to which
it is a party and each such Major Project Document shall be in full force and
effect prior to, or shall become in full force and effect simultaneously with,
the Closing Date, on substantially the terms described in the Bank Book and
other terms reasonably satisfactory to the Administrative Agent.

                                   ARTICLE IV.

                         REPRESENTATIONS AND WARRANTIES

      Each of the Borrower and each Guarantor makes the following
representations and warranties to and in favor of the Sole Lead Arranger, the
Administrative Agent and the Lenders as of the Closing Date.

SECTION 4.01. Organization.

      (a) The Borrower has been duly formed and is an existing limited liability
company in good standing under the laws of the State of Delaware, with power and
authority under such laws to own or lease its properties and conduct its
business as described in the Bank Book; and the Borrower is duly qualified to do
business as a foreign limited liability company, and is in good standing, in all
other jurisdictions in which its ownership or leasing of property or the conduct
of its business requires such qualification.

      (b) Each Subsidiary of the Borrower either (i) has been duly incorporated
and is an existing corporation in good standing under the laws of the
jurisdiction of its incorporation, with the corporate power and authority to own
or lease its properties and conduct its business; or (ii) is a general
partnership, limited partnership or a limited liability company, has been duly
formed and is validly existing as a general partnership, limited partnership or
limited liability company, as the case may be, is in good standing under the
laws of the jurisdiction of its formation, and has full partnership or limited
liability company power and authority, as the case may be, to own or lease its
properties and conduct its business.

      (c) Each Subsidiary of the Borrower is duly qualified to do business as a
foreign corporation, general or limited partnership or limited liability
company, as the case may be, and

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is in good standing, in all other jurisdictions in which its ownership or
leasing of property or the conduct of its business requires such qualification.

      (d) All of the issued and outstanding Capital Stock in each Subsidiary of
the Borrower has been duly authorized and validly issued and is fully paid and
nonassessable, and the Capital Stock of each Subsidiary owned by the Borrower,
directly or through Subsidiaries, is owned free from liens, encumbrances and
defects except for those to be terminated at the Closing Date with respect to
the Existing Senior Secured Credit Facility and Permitted Liens.

      (e) The capital structure of Holdings and the Borrower and its
Subsidiaries is accurately set forth on Schedule 4.01.

SECTION 4.02. Financing Documents and Major Project Documents. Each of the
Financing Documents, Major Project Documents and Third Party Project Documents
to which the Borrower or any of its Subsidiaries is a party has been duly
authorized by such CalGen Company. Each of the Financing Documents, Major
Project Documents and Third Party Project Documents has been validly executed
and delivered by such CalGen Company and constitutes a valid and legally binding
obligation of such CalGen Company, enforceable against such CalGen Company in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles.

SECTION 4.03, Collateral.

      (a) The Security Documents grant and create, in favor of the Collateral
Agent (for the benefit of the Secured Parties as security for the Secured
Obligations), a valid security interest in the personal property Collateral
defined in each of such instruments to the extent contemplated thereby.

      (b) Each Mortgage grants and creates, in favor of the Collateral Agent
(for the benefit of the Secured Parties as security for the Secured
Obligations), a valid mortgage lien and/or security interest in the Collateral
defined in each of such Mortgage to the extent contemplated thereby.

      (b) All pledged Collateral is represented by certificated securities and
all such certificated securities and all promissory notes and other instruments
evidencing or representing any Collateral have been delivered to the Collateral
Agent in pledge for the benefit of the Secured Parties as security for all of
the Secured Obligations, duly endorsed by an effective endorsement.

SECTION 4.04. Governmental Approvals. No consent, approval, authorization, or
order of, or filing with, any Governmental Authority is required for the
consummation of the transactions contemplated by this Agreement, the other
Financing Documents, the Major Project Documents or the Third Party Project
Documents or otherwise in connection with the transactions contemplated by any
such documents or the grant and perfection of the security interests in the
Collateral pursuant to the Security Documents, except (a) such consents,
approvals, authorizations and orders as have already been obtained, (b) filings
required pursuant to Section 3.06 (Security) to perfect the Collateral Agent's
security interests granted pursuant to

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the Security Documents, (c) such consents, approvals, authorizations and orders
as may be required under state securities or blue sky laws and (d) such other
consents approvals, authorizations and orders as would not, in the aggregate,
have a Material Adverse Effect

SECTION 4.05. Compliance with Law. The execution, delivery and performance of
this Agreement, the other Financing Documents, the Major Project Documents and
the Third Party Project Documents by the Borrower and its Subsidiaries party
thereto, as applicable; the making of the First Priority Term Loans hereunder;
the grant and perfection of the security interests in the Collateral pursuant to
the Security Documents; compliance with the terms and provisions of each of the
foregoing by the CalGen Companies, as applicable; and the consummation by such
CalGen Companies of the transactions contemplated herein and therein, in each
case, will not result in a breach or violation of any of the terms and
provisions of, or conflict with or constitute a default under, or result in the
imposition or creation of (or the obligation to create or impose) a Lien (other
than in favor of the Collateral Agent for the benefit of the Secured Parties)
under, any Legal Requirement applicable to any such CalGen Company, or any
agreement or instrument to which any of the CalGen Companies is a party or by
which any of the CalGen Companies is bound or to which any of the properties of
any of the CalGen Companies is subject, except to the extent that the foregoing
would not, in the aggregate, have a Material Adverse Effect.

SECTION 4.06. Ownership of Property; Liens. Except as disclosed in the Closing
Date Mortgage Policies, each of the Borrower and each Guarantor has good and
marketable title to all real properties owned by it, and good title to all other
properties and assets owned by it, in each case except for Permitted Liens, free
from Liens that would materially affect the value thereof or materially
interfere with the use made or to be made thereof by it; and, except for
Permitted Liens or as disclosed in the Closing Date Mortgage Policies, each of
the Borrower and each Guarantor holds any leased real or personal property under
valid and enforceable leases with no exceptions to title that would materially
interfere with the use made or to be made thereof by it. No Financing Statements
in respect of any property or assets of any of the Borrower or any Guarantor is
on file in favor of any Person other than those in respect of Permitted Liens
and those to be terminated at the Closing Date with respect to the Existing
Senior Secured Credit Facility.

SECTION 4.07. Governmental Authorizations; Permits. Each of the Borrower and its
Subsidiaries possesses adequate certificates, authorities or permits issued by
appropriate governmental agencies or bodies necessary to conduct the business
now operated by it and has not received any notice of proceedings relating to
the revocation or modification of any such certificate, authority or permit
that, if determined adversely to such CalGen Company, would individually or in
the aggregate have a Material Adverse Effect.

SECTION 4.08. Labor Disputes. No labor dispute with the employees of any of the
Borrower or its Subsidiaries exists or, to the knowledge of the Borrower or any
Guarantor, is imminent that might have a Material Adverse Effect.

SECTION 4.09. Intellectual Property Rights. Each of the Borrower and its
Subsidiaries owns, possesses or can acquire on reasonable terms, adequate
trademarks, trade names and other rights to inventions, know-how, patents,
copyrights, confidential information and other intellectual property
(collectively, "intellectual property rights") necessary to conduct the

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<PAGE>

business now operated by it, or presently employed by it, and has not received
any notice of infringement of or conflict with asserted rights of others with
respect to any intellectual property rights that, if determined adversely to
such CalGen Company, would individually or in the aggregate have a Material
Adverse Effect.

SECTION 4.10. Hazardous Substances. None of the Borrower and its Subsidiaries is
in violation of any Legal Requirement relating to the use, disposal or release
of hazardous or toxic substances or relating to the protection or restoration of
the environment or human exposure to hazardous or toxic substances
(collectively, "Environmental Laws"), owns or operates any real property
contaminated with any substance that is subject to any Environmental Laws, is
liable for any off-site disposal or contamination pursuant to any Environmental
Laws, or is subject to any claim relating to any Environmental Laws, which
violation, contamination, liability or claim would individually or in the
aggregate have a Material Adverse Effect; and the Borrower is not aware of any
pending investigation which might lead to such a claim.

SECTION 4.1l. Litigation. Except as set forth on Schedule 4.11, there are no
pending actions, suits or proceedings against the Borrower or any of its
Subsidiaries or any of their respective properties that, if determined adversely
to such CalGen Company, would individually or in the aggregate have a Material
Adverse Effect, or would materially and adversely affect the ability of such
CalGen Company to perform its or their obligations under, or contemplated by,
this Agreement, the other Financing Documents, the Major Project Documents or
the Third Party Project Documents, in each case to which such CalGen Company is
a party, or which are otherwise material in the context of the transactions
contemplated by the Financing Documents.

SECTION 4.12. Financial Information. The financial information delivered
pursuant to clauses (a) and (b) of Section 3.19 (Delivery of Financials)
presents fairly the financial position of the Borrower and its Subsidiaries on a
combined or consolidated basis, as the case may be, as of the dates shown
therein and their results of operations and cash flows for the periods shown
therein, and, except as otherwise disclosed in the Bank Book, together with the
other documents, certificates and other writings delivered to the Administrative
Agent and the Lenders by or on behalf of the Borrower or any Guarantor
specifically for use in connection with the transactions contemplated hereby.,
such financial statements have been prepared in conformity with GAAP applied on
a consistent basis. None of the Borrower or any of its Subsidiaries has any
material liabilities, direct or contingent, which are required to be shown on
such financial statements under GAAP, except as has been disclosed in such
financial statements.

SECTION 4.13. Disclosure; Projections.

      (a) The Borrower has delivered to each Lender a copy of the Bank Book. The
Bank Book, together with the other documents, certificates and other writings
delivered to the Administrative Agent and the Lenders by or on behalf of the
Borrower or any Guarantor specifically for use in connection with the
transactions contemplated hereby, fairly describes, in all material respects,
the general nature of the business of the Borrower and its Subsidiaries, the
transactions contemplated by the Financing Documents and the principal assets of
the Borrower and its. Subsidiaries. None of this Agreement, the Bank Book, the
documents, certificates or other writings delivered to or the Administrative
Agent or any Lender by or on behalf of the Borrower or any Guarantor in
connection with the transactions contemplated hereby, taken as a

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whole, contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements contained herein or
therein not misleading in light of the circumstances under which they were made
(other than any information that was corrected or updated in writing by the
Borrower to the Administrative Agent and the Lenders prior to the Closing Date).

      (b) The Projections are based on good faith estimates and assumptions
believed by management of the Borrower to be reasonable as of the date of the
Projections, and there are no statements or conclusions in any of the
Projections which are based upon or include information known to the Borrower to
be misleading in any material respect or which fail to take into account
material information regarding the matters reported therein. The Borrower
believes that the Projections are reasonable on the Closing Date, it being
acknowledged and agreed by the Administrative Agent and the Lenders, however,
that projections as to future events are not to be viewed as facts and that the
actual results during the period or periods covered by the Projections may
differ from the projected results and such differences may be material.

      (c) Except as expressly set forth in this Section 4. 13, neither the
Borrower nor any Guarantor makes any representation with respect to any
information, projections, forecasts, statements of opinion, expectations or
beliefs of any party contained in the Bank Book or delivered in connection with
the transactions contemplated under this Agreement.

SECTION 4.14. Adverse Change. Except as has been disclosed in the Bank Book,
together with the other documents, certificates and other writings delivered to
the Administrative Agent and the Lenders by or on behalf of the Borrower or any
Guarantor specifically for use in connection with the transactions contemplated
hereby, since December 31, 2003 there has been no material adverse change, nor
any development or event involving a prospective material adverse change, in the
condition (financial or other), business, properties or results of operations of
the Borrower and its Subsidiaries taken as a whole, and, except as has been
disclosed in writing to the Administrative Agent, no long-term indebtedness has
been incurred (other than long-term indebtedness that is expressly contemplated
by the Bank Book), and no dividend or distribution of any kind has been
declared, paid or made by Borrower on any class of its equity interests.

SECTION 4.15. Taxes. Each of the Borrower, each Subsidiary of the Borrower and
Holdings has timely filed (or caused to be filed timely) all federal, material
state and material local tax returns and reports that are required to be filed
by it. All material taxes, assessments, utility charges, fees and other
governmental charges imposed on it have been timely paid (other than those taxes
that it is contesting in good faith and by appropriate proceedings). All such
tax returns are complete and accurate in all material respects. Except for
Permitted Liens, no material tax Lien has been filed, and to the knowledge of
the Borrower and each Guarantor, no claim is being asserted, with respect to any
such taxes, assessments, charges or fees. To the extent any taxes, assessments,
charges and fees are being contested, the Borrower or the applicable Guarantor
has established reserves that are adequate for the payment thereof in conformity
with GAAP.

SECTION 4.16. Investment Company Act. None of the Borrower or any of its
Subsidiaries is an open-end investment company, unit investment trust or
face-amount certificate company

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that is or is required to be registered under Section 8 of the United States
Investment Company Act of 1940, as amended (the "Investment Company Act"): none
of the Borrower or any of its Subsidiaries is or, after giving effect to the
transactions contemplated by this Agreement, the other First Priority Term Loan
Documents and the Major Project Documents, will be an "investment company" as
defined in the Investment Company Act of 1940,

SECTION 4.17. ERISA. Either (a) there are no ERISA Plans or Multiemployer Plans
for the Borrower or any ERISA Affiliate thereof or (b)(i) each of the Borrower
and each ERISA Affiliate thereof has fulfilled its obligations (if any) under
the minimum funding standards of ERISA and the Code for each ERISA Plan, (ii)
each such Plan is in compliance in all material respects with the currently
applicable provisions of ERISA and the Code and (iii) neither the Borrower nor
any ERISA Affiliate thereof has incurred any liability to the PBGC or an ERISA
Plan or Multiemployer Plan under Title TV of ERISA (other than liability for
premiums due in the ordinary course). None of the assets of the Borrower or any
ERISA Affiliate thereof, constitute assets of an employee benefit plan within
the meaning of 29 C.F.R. Section 2510.3101. Neither the Borrower nor any
Subsidiary thereof maintains, or has at any point of its existence maintained,
any employee-benefit plans that were subject to ERISA.

SECTION 4.18. Governmental Regulation.

      (a) None of the Borrower or any "subsidiary company," as that term is
defined in PUHCA, of the Borrower is, or after giving effect to the borrowing of
any First Priority Term Loans will be, subject to regulation (i) as a "holding
company," a "subsidiary company" of a holding company or a "public-utility
company," as those terms are defined in PUHCA; (ii) under the Federal Power Act,
as amended (the "FPA"), other than (A) as an "exempt wholesale generator"
("EWG") as that term is defined in PUHCA, that is subject to regulation as a
"public utility" under the FPA, other than as described in the Bank Book,
together with the other documents, certificates and other writings delivered to
the Administrative Agent and the Lenders by or on behalf of the Borrower or any
Guarantor specifically for use in connection with the transactions contemplated
hereby, or (B) as a QF under the Public Utility Regulatory Policies Act of 1978,
as amended ("PURPA"), as contemplated by 18 C.F.R.Section 292.601(c); or (iii)
under any state law or regulation with respect to rates or the financial or
organizational regulation of electric utilities, other than, with respect to
Subsidiaries of the Borrower that are QFs, as contemplated by 18 C.F.R.Section
292.602(c).

      (b) Other than as described in the Bank Book, each of the power generation
projects in which the Borrower's Subsidiaries listed on Schedule 4.18(b) have an
interest meets the requirements under PURPA and the regulations of the Federal
Energy Regulatory Commission (the "FERC") promulgated thereunder, as amended
from time to time, necessary to be a "qualifying cogeneration facility" and/or a
"qualifying small power generation production facility".

      (c) Each of the Borrower's Subsidiaries listed on Schedule 4.18(c) (i) own
and/or operate Eligible Facilities within the meaning of Section 32 of PUHCA,
and each such Subsidiary has received a determination from the FERC, not subject
to any pending challenge or appeal, that it is an EWG, within the meaning of
Section 32 of PUHCA; and (ii) other than as described in the Bank Book, together
with the other documents, certificates and other writings

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delivered to the Administrative Agent and the Lenders by or on behalf of the
Borrower or any Guarantor specifically for use in connection with the
transactions contemplated hereby, has validly issued orders from the FERC, not
subject to any pending challenge, investigation, or proceeding (other than the
FERC's generic proceeding initiated in Docket No, ELO1-118-000), (A) authorizing
such Subsidiary to engage in wholesale sales of electricity, ancillary services
and, to the extent permitted under its market-based rate tariff, other services
at market-based rates, and (B) granting such waivers and blanket authorizations
as are customarily granted to entities with market-based rate authority; with
respect to each such Subsidiary, the FERC has not imposed any rate caps or
mitigation measures other than rate caps and mitigation measures generally
applicable to similarly situated marketers or generators selling electricity,
ancillary services or other services at wholesale in the geographic market where
such Subsidiary conducts its business.

      (d) Each of the Borrower's Subsidiaries that are participating in the
Texas wholesale electric market has registered with the Texas Public Utilities
Commission ("TPUC"), and the TPUC has not imposed on the Borrower any specific
rate cap or mitigation measures.

      (e) Other than as described in the Bank Book, together with the other
documents, certificates and other writings delivered to the Administrative Agent
and the Lenders by or on behalf of the Borrower or any Guarantor specifically
for use in connection with the transactions contemplated hereby, there are no
pending complaints filed with the FERC seeking abrogation or modification of a
contract for the sale of power by the Borrower or any of its Subsidiaries.

SECTION 4.19. Margin Stock, Etc. None of the transactions contemplated by this
Agreement or the other First Priority Term Loan Documents (including the use of
the proceeds received as a result of such transactions) will violate or result
in a violation of Section 7 of the Exchange Act, or any regulation promulgated
thereunder, including Regulations T, U, and X of the Board of Governors of the
Federal Reserve System.

SECTION 4.20. No Violations or Defaults. Neither the Borrower nor any Subsidiary
of the Borrower is in violation of its organizational documents or in default in
the performance or observance of any material obligation, covenant or condition
contained in any indenture, mortgage, deed of trust, loan agreement, lease or
other material agreement or instrument to which it is a party or by which it or
any of its properties may be bound.

SECTION 4.21. Solvency. The present fair saleable value of the assets of each of
the Borrower and each Subsidiary of the Borrower exceeds the amount required to
pay the probable liability on its existing debts, respectively (whether matured
or unmatured, liquidated or unliquidated, absolute, fixed or contingent), as
they become absolute and matured, and as a result of the consummation of the
transactions contemplated herein and in the Bank Book, will continue to exceed
such amount.

SECTION 4.22. Capitalization. Each of the Borrower and each Subsidiary of the
Borrower does not, and, as a result of the consummation of the transactions
contemplated in this Agreement, the other First Priority Term Loan Documents and
the Bank Book, will not, have unreasonably small capital for it to carry on its
business as proposed to be conducted.

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SECTION 4.23. Other Indebtedness. Neither the Borrower nor any Subsidiary of the
Borrower is incurring obligations or making transfers under any evidence of
indebtedness with the intent to hinder, delay or defraud any entity to which it
is or will become indebted.

                                   ARTICLE V.

                                    COVENANTS

SECTION 5.01. Reports.

      (a) Whether or not required by the rules and regulations of the SEC, so
long as any First Priority Term Loan Obligations are outstanding, the Borrower
shall furnish to the Administrative Agent (for delivery to each Lender), within
the time periods specified in the SEC's rules and regulations:

            (i) all quarterly and annual reports that would be required to be
      filed with the SEC on Forms 10-Q and 10-K if the Borrower were required to
      file such reports; and

            (ii) all current reports that would be required to be filed with the
      SEC on Form 8-K if the Borrower were required to file such reports.

      (b) All such reports shall be prepared in all material respects in
accordance with all of the rules and regulations applicable to such reports.
Each annual report on Form 10-K shall include a report on the Borrower's
consolidated financial statements by the Borrower's certified independent
accountants.

SECTION 5.02. Compliance Certificate.

      (a) The Borrower shall deliver to the Administrative Agent (for delivery
to each Lender), within 90 days after the end of each fiscal year, an Officer's
Certificate stating that a review of the activities of the Borrower and its
Subsidiaries during the preceding fiscal year, as applicable, has been made
under the supervision of the signing Officer with a view to determining whether
the Borrower has kept, observed, performed and fulfilled its obligations under
this Agreement, and further stating, as to the Officer signing such certificate,
that to the best of his or her knowledge the Borrower has kept, observed,
performed and fulfilled each and every covenant contained in this Agreement and
is not in default in the performance or observance of any of the terms,
provisions and conditions of this Agreement (or, if a Default or Event of
Default has occurred, describing all such Defaults or Events of Default of which
he or she may have knowledge and what action the Borrower is taking or proposes
to take with respect thereto) and that to the best of his or her knowledge no
event has occurred and remains in existence by reason of which payments on
account of the principal of or interest, if any, on the First Priority Term
Loans borrowed under this Agreement is prohibited or if such event has occurred,
a description of the event and what action the Borrower is taking or proposes to
take with respect thereto. Such certificate shall include information (i)
demonstrating compliance by the Borrower with Section 5.18 (Coverage Ratio;
Kilowatt Test) and (ii) calculating Excess Cash Flow for such fiscal quarter or
such fiscal year.

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      (b) So long as not contrary to the then-current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 5.01 (a) (Reports) above shall be
accompanied by a written statement of the Borrower's independent public
accountants (who shall be a firm of established national reputation) that in
making the examination necessary for certification of such financial statements,
nothing has come to their attention that would lead them to believe that the
Borrower has violated any provisions of Article V or Article VI hereof or, if
any such violation has occurred, specifying the nature and period of existence
thereof, it being understood that such accountants shall not be liable directly
or indirectly to any Person for any failure to obtain knowledge of any such
violation.

      (c) So long as any of the First Priority Term Loan Obligations are
outstanding, the Borrower shall deliver to the Administrative Agent, forthwith
upon any Officer becoming aware of any Default or Event of Default, an Officer's
Certificate specifying such Default or Event of Default and what action the
Borrower is taking or proposes to take with respect thereto.

SECTION 5.03. Stay, Extension and Usury Laws. Each of the Borrower and each
Guarantor covenants (to the extent that it may lawfully do so) that it shall not
at any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law wherever enacted, now
or at any time hereafter in force, that may affect the covenants or the
performance of this Agreement; and each of the Borrower and each Guarantor (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it shall not, by resort to any
such law, hinder, delay or impede the execution of any power herein granted to
the Administrative Agent, but shall suffer and permit the execution of every
such power as though no such law has been enacted.

SECTION 5.04. Restricted Payments.

      (a) The Borrower shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly:

            (i) (A) declare or pay any dividend or make any other payment or
      distribution on account of the Borrower's Equity Interests (including any
      payment in connection with any merger or consolidation involving the
      Borrower) or to the direct or indirect holders of the Borrower's Equity
      Interests in their capacity as such, including Permitted Tax Payments
      (other than dividends or distributions payable in Equity Interests (other
      than Disqualified Stock) of the Borrower or dividends or distributions
      payable to the Borrower or a Guarantor) or (B) pay any Major Maintenance
      Expenses;

            (ii) purchase, redeem or otherwise acquire or retire for value
      (including in connection with any merger or consolidation involving the
      Borrower) any Equity Interests of the Borrower;

            (iii) make any payment on or with respect to, or purchase, redeem,
      defease or otherwise acquire or retire for value any Subordinated
      Indebtedness or any other Indebtedness of the Borrower or any of its
      Subsidiaries that is contractually subordinated

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      to the Secured Obligations (excluding any intercompany Indebtedness
      between or among the Borrower and any of the Guarantors);

            (iv) make any Restricted Investment;

      (all such payments and other actions set forth in these clauses (i)
      through (iv) above being collectively referred to as "Restricted
      Payments"), unless:

                  (A) such Restricted Payment is made from Excess Cash Flow
            generated since the Closing Date;

                  (B) no Default or Event of Default has occurred and is
            continuing or would occur as a consequence of such Restricted
            Payment (other than any Default or Event of Default that is cured as
            a result of such Restricted Payment); and

                  (C) at the time of making any such Restricted Payment that is
            not a payment on or with respect to, or a purchase, redemption,
            defeasance or other acquisition or retirement for value of,
            Subordinated Indebtedness, all amounts then due under all
            Subordinated Indebtedness have been paid in full; or

            (v) use the proceeds of any Indebtedness under any revolving Credit
      Facility which is First Priority Lien Debt to prepay, repay or redeem the
      principal of any Second Priority Lien Debt or Third Priority Lien Debt.

SECTION 5.05. Dividend and Other Payment Restrictions Affecting Subsidiaries.

      (a) The Borrower shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, create or permit to exist or become effective any
consensual encumbrance or restriction on the ability of any Subsidiary to:

            (i) pay dividends or make any other distributions on its Capital
      Stock to the Borrower or any of its Subsidiaries, or with respect to any
      other interest or participation in, or measured by, its profits, or pay
      any indebtedness owed to the Borrower or any of its Subsidiaries;

            (ii) make loans or advances to the Borrower or any of its
      Subsidiaries; or

            (iii) transfer any of its properties or assets to the Borrower or
      any of its Subsidiaries.

      However, the preceding restrictions shall not apply to encumbrances or
restrictions existing under or by reason of:

                  (A) this Agreement;

                  (B) the Second Priority Term Loan Agreement, the Revolving
            Loan Agreement, the Indentures and the Notes and any amendments,
            modifications, restatements, renewals, increases, supplements,
            refundings, replacements or

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            refinancings of the Second Priority Term Loan Agreement, the
            Revolving Loan Agreement, the Indentures and the Notes; provided,
            that the amendments, modifications, restatements, renewals,
            increases, supplements, refundings, replacements or refinancings are
            not materially more restrictive, taken as a whole, with respect to
            such dividend and other payment restrictions than those contained in
            the Second Priority Term Loan Agreement, the Revolving Loan
            Agreement, the Indentures and the Notes on the Closing Date;

                  (C) any applicable Legal Requirements;

                  (D) customary non-assignment provisions in contracts,
            agreements, leases, permits or licenses entered into or issued in
            the ordinary course of business and consistent with past practices;

                  (E) purchase money obligations for property acquired in the
            ordinary course of business and Capital Lease Obligations that
            impose restrictions on the property purchased or leased of the
            nature described in clauses (i) and (ii) of the preceding paragraph;

                  (F) any agreement for the sale or other disposition of a
            Subsidiary that restricts distributions by that Subsidiary pending
            the sale or other disposition;

                  (G) Permitted Refinancing Indebtedness; provided, that the
            restrictions contained in the agreements governing such Permitted
            Refinancing Indebtedness are not materially more restrictive, taken
            as a whole, than those contained in the agreements governing the
            Indebtedness being refinanced;

                  (H) Liens securing Indebtedness otherwise permitted to be
            incurred under the provisions of Section 5.06 (Incurrence of
            Indebtedness and Issuance of Preferred Equity) hereof that limit the
            right of the debtor to dispose of the assets subject to such Liens
            or to use the proceeds of any such disposition;

                  (I) provisions limiting or prohibiting the disposition or
            distribution of assets or property in joint venture agreements,
            asset sale agreements, sale-leaseback agreements, stock sale
            agreements and other similar agreements entered into with the
            approval of the Borrower's Board of Directors, which limitation or
            prohibition is applicable only to the assets that are the subject of
            such agreements;

                  (J) provisions restricting cash or other deposits or net worth
            imposed by customers or suppliers under contracts entered into in
            the ordinary course of business; and

                  (K) provisions restricting or encumbering the sale or other
            disposition of Expansion Assets or the payment of dividends,
            distributions or similar payments made from cash flow derived
            exclusively from Expansion Assets, in each case pursuant to the
            terms of any Expansion Debt incurred pursuant to clause (iv) of the
            definition of Permitted Debt; provided, that such encumbrance or
            restriction will not materially adversely affect the Borrower's
            ability to meet its

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            obligations under this Agreement, and, in the written opinion of the
            president, chief operating officer or chief financial officer of the
            Borrower, is required in order to obtain such Expansion Debt and is
            customary for financings of such type.

SECTION 5.06. Incurrence of Indebtedness and Issuance of Preferred Equity.

      (a)   The Borrower shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise with respect to
(collectively, "incur"), any Indebtedness (including Acquired Debt), and the
Borrower shall not issue any Disqualified Stock and shall not permit any of its
Subsidiaries to issue any shares of preferred equity.

      (b)   Section 5.06(a) shall not prohibit the incurrence of any of the
following items (collectively, "Permitted Debt"):

            (i) (A) the incurrence by the Borrower (and the guarantee by its
      Subsidiaries) of Indebtedness and letters of credit under Credit
      Facilities in an aggregate principal amount at any one time outstanding
      under this clause (i)(A) (with letters of credit being deemed to have a
      principal amount equal to the maximum potential liability of the Borrower
      and its Subsidiaries thereunder) not to exceed $800,000,000 less the
      aggregate amount of all Net Proceeds of Asset Sales, Casualty Events or
      Condemnation Events applied by the Borrower or any of its Subsidiaries
      since the Closing Date to repay any term Indebtedness under any such
      Credit Facilities or to repay, or cash collateralize letters of credit
      under, any revolving Indebtedness under any such Credit Facilities and
      effect a corresponding commitment reduction thereunder, and (B) the
      incurrence by the Borrower (and the guarantee by its Subsidiaries) of
      Indebtedness and letters of credit under Credit Facilities in an aggregate
      principal amount outstanding under this clause (i)(B) (with letters of
      credit being deemed to have a principal amount equal to the maximum
      potential liability of the Borrower and its Subsidiaries thereunder) not
      to exceed $100,000,000 less the aggregate amount of all Net Proceeds of
      Asset Sales, Casualty Events and Condemnation Events applied by the
      Borrower or any of its Subsidiaries since the Closing Date to repay any
      term Indebtedness under any such Credit Facility or to repay, or cash
      collateralize letters of credit under, any revolving Indebtedness under
      any such Credit Facility and effect a corresponding commitment reduction
      thereunder;

            (ii) the incurrence by the Borrower, CalGen Finance and the
      Guarantors of Indebtedness represented by the Notes, the related Note
      Guarantees and the other Note Obligations incurred on the Closing Date,
      and the exchange notes and the related Note Guarantees to be issued
      pursuant to the Registration Rights Agreement;

            (iii) the incurrence by the Borrower or any of its Subsidiaries of
      Expansion Debt; provided, that:

                  (A) any Expansion Debt incurred by the Excluded Subsidiary is
            recourse only to the Expansion Assets financed with such Expansion
            Debt and to

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            other Expansion Assets owned by the Excluded Subsidiary (including
            any rights of the Excluded Subsidiary under Shared Facilities
            Arrangements);

                  (B) if the Fixed Charge Coverage Ratio for the Borrower's most
            recently ended four full fiscal quarters for which internal
            financial statements are available immediately preceding the date on
            which the Expansion Debt is incurred would have been at least 2.0 to
            1.0, determined on a Pro Forma basis as if the Expansion Debt had
            been incurred at the beginning of such period and the proceeds
            therefrom had been applied as intended to be applied (but without
            giving effect to the completion of any construction projects unless
            actual completion has been achieved), at least 25% of the cost of
            such Expansion Assets is financed with Equity Contributions or the
            proceeds of Perpetual Preferred Stock or Affiliate Subordinated
            Indebtedness;

                  (C) if the Fixed Charge Coverage Ratio for the Borrower's most
            recently ended four full fiscal quarters for which internal
            financial statements are available immediately preceding the date on
            which the Expansion Debt is incurred would have been less than 2.0
            to 1.0, determined on a Pro Forma basis as if the Expansion Debt had
            been incurred at the beginning of such period and the proceeds
            therefrom had been applied as intended to be applied (but without
            giving effect to the completion of any construction projects unless
            actual completion has been achieved);

                        (1) at least 40% of the cost of such Expansion Assets is
                  financed with Equity Contributions or the proceeds of
                  Perpetual Preferred Stock or Affiliate Subordinated
                  Indebtedness; and

                        (2) after giving effect to such incurrence, the amount
                  of Expansion Debt incurred pursuant to this clause (iii),
                  together with the aggregate amount of all other Expansion Debt
                  then outstanding, including all Permitted Refinancing
                  Indebtedness incurred to renew, refund, refinance, replace,
                  defease or discharge any Expansion Debt incurred pursuant to
                  this clause (iii), does not exceed $250,000,000;

            (iv) the incurrence by the Borrower or any of its Subsidiaries of
      Permitted Refinancing Indebtedness in exchange for, or the net proceeds of
      which are used to refund, refinance or replace, Indebtedness (other than
      intercompany Indebtedness) that was permitted by this Agreement to be
      incurred under clauses (ii), (iii), (iv) or (x) of this Section 5.06(b);

            (v) the incurrence by the Borrower or any Guarantor of intercompany
      Indebtedness between or among the Borrower and any Guarantors that is
      subordinated in right of payment to all Secured Obligations on the terms
      set forth on Exhibit A hereto and is not secured other than by unperfected
      security interests; provided, however, that (A) any subsequent issuance or
      transfer of Equity Interests that results in any such Indebtedness being
      held by a Person other than the Borrower or a Guarantor and (B) any sale
      or other transfer of any such Indebtedness to a Person that is not either
      the Borrower

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      or a Guarantor will be deemed, in each case, to constitute an incurrence
      of such Indebtedness by the Borrower or such Guarantor, as the case may
      be, that was not permitted by this clause (v); and provided, farther, that
      any such intercompany Indebtedness must be included in the Collateral.

            (vi) the incurrence by the Borrower or any of its Subsidiaries of
      Hedging Obligations, in connection with Permitted Debt or otherwise, in
      the ordinary course of business and not for speculative purposes;
      provided, that (A) such Hedging Obligations will have tenors that expire
      on or prior to the maturity date (or other expiration) of the underlying
      Obligation being hedged, and (B) any such Hedging Obligations hedging or
      managing interest rate risk with respect to a particular series of Notes
      or loans under this Agreement, the Second Priority Term Loan Agreement or
      the Revolving Loan Agreement will have tenors that expire on or prior to
      the Stated Maturity of the applicable Notes or loans;

            (vii) the incurrence by the Borrower or any of its Subsidiaries of
      Indebtedness in respect of workers' compensation claims, self-insurance
      obligations, bankers' acceptances, and performance and surety bonds in the
      ordinary course of business;

            (viii) the incurrence by the Borrower or any of its Subsidiaries of
      Indebtedness arising from the honoring by a bank or other financial
      institution of a check, draft or similar instrument inadvertently drawn
      against insufficient funds, so long as such Indebtedness is covered within
      five Business Days;

            (ix) the incurrence by the Borrower of (a) Affiliate Subordinated
      Indebtedness in an aggregate principal amount not to exceed $250,000,000
      at any one time outstanding and (b) Working Capital Facility Indebtedness
      in an aggregate principal amount not to exceed $750,000,000 at any one
      time outstanding; and

            (x) the incurrence by the Borrower of Third Party Subordinated
      Indebtedness; provided, that:

                  (A) the Net Proceeds of the Third Party Subordinated
            Indebtedness are applied:

                        (1) to acquire all or substantially all of the assets
                  of, or any Equity Interests in, a business that constitutes a
                  Permitted Business, provided, that in the case of an
                  acquisition of Equity Interests, the business is or becomes a
                  Subsidiary of the Borrower and a Guarantor concurrently with
                  such acquisition;

                        (2) to make a capital expenditure;

                        (3) to acquire other assets that are not classified as
                  current assets under GAAP and that are used or useful in a
                  Permitted Business; or

                        (4) any combination of the foregoing; and

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                  (B) the Fixed Charge Coverage Ratio for the Borrower's most
            recently ended four full fiscal quarters for which internal
            financial statements are available immediately preceding the date on
            which the Third Party Subordinated Indebtedness is incurred would
            have been at least 2.0 to 1.0, determined on a Pro Forma basis as if
            the Third Party Subordinated Indebtedness had been incurred at the
            beginning of such period and the proceeds therefrom had been applied
            as intended to be applied (but without giving effect to the
            completion of any construction projects unless actual completion has
            been achieved).

      (c) The Borrower shall not incur, and shall not permit any Subsidiary to
incur, any Indebtedness (including Permitted Debt) that is contractually
subordinated in right of payment to any other Indebtedness of the Borrower or
such Subsidiary unless such Indebtedness is also contractually subordinated in
right of payment to the First Priority Term Loans, the applicable First Priority
Term Loan Guarantees and the other First Priority Term Loan Obligations on
substantially identical terms or on terms that are more favorable to the Lenders
hereunder; provided, however, that no Indebtedness will be deemed to be
contractually subordinated in right of payment to any other Indebtedness of the
Borrower or any of its Subsidiaries solely by virtue of being unsecured or by
virtue of being secured on a junior basis.

      (d) For purposes of determining compliance with this Section 5.06, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (i) through (x) of
Section 5.06(b), the Borrower will be permitted to classify such item of
Indebtedness on the date of its incurrence, or later reclassify all or a portion
of such item of Indebtedness, in any manner that complies with this Section
5.06. The accrual of interest, the accretion or amortization of original issue
discount, the payment of interest on any Indebtedness in the form of additional
Indebtedness with the same terms, and the payment of dividends on Disqualified
Stock in the form of additional shares of the same class of Disqualified Stock
will not be deemed to be an incurrence of Indebtedness or an issuance of
Disqualified Stock for purposes of this Section 5.06. Notwithstanding any other
provision of this Section 5.06, the maximum amount of Indebtedness that the
Borrower or any Subsidiary may incur pursuant to this Section 5.06 shall not be
deemed to be exceeded solely as a result of fluctuations in exchange rates or
currency values.

SECTION 5.07. Asset Sales; Application of Net Proceeds.

      (a) Asset Sales. The Borrower shall not, and shall not permit any of its
Subsidiaries to, consummate an Asset Sale unless:

            (i) except with respect to an Asset Sale made pursuant to the
      Existing Purchase Option, the Borrower (or any of its Subsidiaries, as the
      case may be) receives consideration at the time of the Asset Sale at least
      equal to the Fair Market Value of the assets or Equity Interests issued or
      sold or otherwise disposed of;

            (ii) at least 90% of the consideration received in the Asset Sale by
      the Borrower or such Subsidiary is in the form of cash. For purposes of
      this provision, each of the following shall be deemed to be cash:

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                  (A) any liabilities, as shown on the Borrower's most recent
            consolidated balance sheet, of the Borrower or any of its
            Subsidiaries (other than contingent liabilities and liabilities that
            are by their terms subordinated to the First Priority Term Loans and
            the First Priority Term Loan Guarantees) that are assumed by the
            transferee of any such assets pursuant to a customary novation or
            similar agreement that releases the Borrower or such Subsidiary from
            further liability;

                  (B) any securities, notes or other obligations received by the
            Borrower or any such Subsidiary from such transferee that are
            promptly, subject to ordinary settlement periods, converted by the
            Borrower or such Subsidiary into cash, to the extent of the cash
            received in that conversion; and

                  (C) in connection with the exercise by a purchaser of an
            Existing Purchase Option, any amount owed by the Borrower or the
            applicable Subsidiary to the purchaser under the agreement
            containing such Existing Purchase Option that is set off by the
            purchaser against the purchase price;

            (iii) if the assets disposed of in such Asset Sale include any
      component of a Facility that is necessary for the operation of such
      Facility, the Asset Sale involves the disposition of such Facility as a
      whole; and

            (iv) if the Asset Sale involves the sale of a Facility or all or
      substantially all the assets of a Facility, (A) such Asset Sale is to a
      Person other than an Affiliate of the Borrower, and (B) all necessary and
      appropriate amendments are made to those Major Project Documents
      applicable to such Facility to remove such Facility from the scope of such
      Major Project Documents.

      (b) Application of Net Proceeds. The Borrower (or the applicable
Subsidiary, as the case may be) shall apply the Net Proceeds from each Asset
Sale, Casualty Event or Condemnation Event, as follows:

            (i) to the Lenders under this Agreement and all other holders of the
      First Priority Lien Obligations (to the extent required under the
      applicable First Priority Lien Documents), to purchase, prepay or redeem
      the maximum principal amount of such First Priority Lien Obligations that
      may be purchased, prepaid or redeemed out of such Net Proceeds (taking
      into account any mandatory purchase, prepayment or redemption of First
      Priority Lien Obligations required under any First Priority Lien
      Document);

            (ii) if any such Net Proceeds remain after the offer (and, if
      applicable, reoffer) to holders of First Priority Lien Obligations (and
      any mandatory purchase, prepayment or redemption of First Priority Lien
      Obligations) in accordance with clause (i) above, to all holders of the
      Second Priority Lien Obligations (to the extent required under the
      applicable Second Priority Lien Documents), to purchase, prepay or redeem
      the maximum principal amount of such Second Priority Lien Obligations that
      may be purchased, prepaid or redeemed out of such remaining Net Proceeds
      (taking into account

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      any mandatory purchase, prepayment or redemption of Second Priority Lien
      Obligations required under any Second Priority Lien Document); and

            (iii) if any such Net Proceeds remain after the offer (and, if
      applicable, reoffer) to holders of Second Priority Lien Obligations (and
      any mandatory purchase, prepayment or redemption of Second Priority Lien
      obligations) in accordance with clauses (i) and (ii) above, to all holders
      of the Third Priority Lien Obligations (to the extent required under the
      applicable Third Priority Lien Documents), to purchase, prepay or, redeem
      the maximum principal amount of such Third Priority Lien Obligations that
      may be purchased prepaid or redeemed out of such remaining Net Proceeds
      (taking into account any mandatory purchase, prepayment or redemption of
      Third Priority Lien Obligations required under any Third Priority Lien
      Document).

      (c) Mandatory Repayment Offer. The Borrower is required to and shall
effectuate each repayment of the First Priority Term Loans by commencing a
Mandatory Repayment Offer as described in Section 2.11 (Mandatory Repayment
Offers).

      (d) Excess Proceeds; Pro Rata Basis. In the event that any Net Proceeds
from an Asset Sale, Casualty Event or Condemnation Event remain after the
Borrower has made a Mandatory Repayment Offer (and, if applicable, reoffer) in
accordance with Section 2.11 (Mandatory Repayment Offers) and such Net Proceeds
have otherwise been applied in accordance with clause (b) above, then the
Borrower may use such remaining Net Proceeds for any purpose not otherwise
prohibited by the Financing Documents, including the making of Restricted
Payments. If the aggregate principal amount of all Secured Obligations having
the same priority that are to be prepaid under clause (b) above exceeds the
amount of Net Proceeds available therefor, then the Borrower will select the
Secured Obligations to be purchased, pro rata based on the aggregate principal
amount of all of such Secured Obligations to be prepaid.

SECTION 5.08. Transactions with Affiliates.

      (a) The Borrower shall not, and shall not permit any of its Subsidiaries
to, make any payment to, or sell, lease, transfer or otherwise dispose of any of
its properties or assets to, or purchase any property or assets from, or enter
into or make or amend any transaction, contract, agreement, understanding, loan,
advance or guarantee with, or for the benefit of, any Affiliate of the Borrower
(each, an "Affiliate Transaction"), unless:

            (i) the Affiliate Transaction, taken as a whole with all other
      related Affiliate Transactions, is on terms that are no less favorable to
      the Borrower and its Subsidiaries, taken as a whole, than those that would
      have been obtained in a comparable transaction by the Borrower or such
      Subsidiary with an unrelated Person; and

            (ii) the Borrower delivers to the Administrative Agent (other than
      with respect to a Shared Facilities Arrangement between or among only the
      Borrower and/or any of its Subsidiaries):

                  (A) with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $10,000,000 but less than or equal to $25,000,000, a
            resolution of the Board of Directors set

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<PAGE>

            forth in an Officer's Certificate certifying that such Affiliate
            Transaction complies with this Section 5.08 and that such Affiliate
            Transaction has been approved by a majority of the Board of
            Directors; and

                  (B) with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $25,000,000, a positive opinion as to the Fair Market
            Value of such Affiliate Transaction issued by an accounting,
            appraisal or investment banking firm of national standing.

      (b) The following items shall not be deemed to be Affiliate Transactions
and, therefore, shall not be subject to the provisions of Section 5.08(a):

            (i) any employment agreement, employee benefit plan, officer and
      director indemnification agreement or any similar arrangement entered into
      by the Borrower or any of its Subsidiaries in the ordinary course of
      business;

            (ii) transactions between or among the Borrower and/or any of the
      Guarantors (other than Shared Facilities Arrangements);

            (iii) transactions with a Person that is an Affiliate of the
      Borrower (but not a Subsidiary of the Borrower) solely because the
      Borrower owns, directly or through a Subsidiary, an Equity Interest in, or
      controls, such Person;

            (iv) payment of reasonable directors' fees to Persons who are not
      otherwise Affiliates of the Borrower;

            (v) any issuance of Equity Interests (other than Disqualified Stock)
      of the Borrower to Affiliates of the Borrower; provided that such Equity
      Interests are included in the Collateral;

            (vi) Restricted Payments that do not violate the provisions of this
      Agreement as described in Section 5.04 (Restricted Payments);

            (vii) loans or advances to employees in the ordinary course of
      business not to exceed $1,000,000 in the aggregate at any one time
      outstanding;

            (viii) Permitted Tax Payments;

            (ix) transactions under or pursuant to written agreements with
      Affiliates of the Borrower in place as of the date of this Agreement or
      any amendment or modification thereto, so long as any such amendment or
      modification meets the requirements of clause (x) or (xi) of this Section
      5.08(b);

            (x) any amendments or modifications of, or waivers under, any
      written agreement described under clause (ix) of this 5.08(b) that is not
      a Major Project Document; provided that no such amendment, modification or
      waiver alters any such agreement in a manner than is materially adverse to
      the interests of the Lenders;

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            (xi) any amendments or modifications of, or waivers under, any Major
      Project Document, which are permitted by Section 5.10(b) (Business
      Activities) and are on terms that are no less favorable to the Borrower or
      its relevant Subsidiary (as certified to the Administrative Agent in an
      Officer's Certificate) than those that would have been obtained in a
      comparable transaction by the Borrower or such Subsidiary with an
      unrelated Person; and

            (xii) any agreement to do any of the foregoing,

SECTION 5.09. Liens, The Borrower shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien of any kind on any asset now owned or hereafter acquired, except
Permitted Liens.

SECTION 5.10. Business Activities.

      (a) The Borrower shall not, and shall not permit any of its Subsidiaries
to, engage in any business other than Permitted Businesses, except to such
extent as would not be material to the Borrower and its Subsidiaries taken as a
whole.

      (b) The Borrower shall, and shall cause its Subsidiaries to, perform all
their obligations under the Major Project Documents, and the Borrower shall not,
and shall not permit any of its Subsidiaries to, terminate, amend or otherwise
modify, or consent to any termination, amendment or modification of, or grant
any waiver under, any Major Project Document, unless any failure to so perform
or any such termination, amendment, modification or waiver would not, when taken
together with all other such failures to perform, terminations, amendments,
modifications and waivers since the Closing Date, be Materially Adverse, as
evidenced by a certificate of the chief financial officer of the Borrower;
provided, however, that the provisions of this paragraph will not apply to any
amendment, modification or termination of any Major Project Document required
under this Agreement in connection with an Asset Sale.

      (c) The Borrower shall, and shall cause its Subsidiaries to, obtain and
maintain all permits and approvals necessary for the construction and operation
of the Facilities, including applicable exemptions from PUHCA, unless the
failure to do so would not reasonably be expected to have a Material Adverse
Effect.

      (d) The Borrower shall not, and shall not permit any of its Subsidiaries
to, use or dispose of any hazardous materials or allow any hazardous materials
to be brought onto or stored or used on or transported to or released from the
Facilities, other than in accordance with prudent industry practices and in
compliance with all applicable Environmental Laws, except to the extent such
non-compliance, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect.

SECTION 5.11. Payments for Consent. The Borrower shall not, and shall not permit
any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any holder of any First Priority Term
Loan or as an inducement to any consent, waiver or amendment of any of the terms
or provisions of any First Priority Term Loan Document unless such consideration
is offered to be paid and is paid to all Lenders that consent, waive or

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agree to amend in the time frame set forth in the solicitation documents
relating to such consent, waiver or agreement.

SECTION 5.12. Offer to Prepay Upon Change of Control.

      (a) If a Change of Control occurs, the Borrower shall make a Mandatory
Repayment Offer on the terms set forth herein and in Section 2.11 (Mandatory
Repayment Offers). In such Mandatory Repayment Offer, the Borrower shall offer
to prepay each Lender's First Priority Term Loans in an amount equal to (i) with
respect to any such Mandatory Prepayment Offer made on or before April 1,
2008,101% of the aggregate principal amount of First Priority Term Loans then
outstanding, (ii) with respect to any such Mandatory Prepayment Offer made after
April 1, 2008, 100% of the aggregate principal amount of First Priority Term
Loans then outstanding, plus, in each case, accrued and unpaid interest thereon,
to but excluding the date of repayment, plus, in each case, any other amount
then required to be paid hereunder.

      (b) The provisions of this Section 5.12 and of Section 2.11 (Mandatory
Repayment Offers) that require the Borrower to make a Mandatory Repayment Offer
following a Change of Control shall be applicable whether or not any other
provisions of this Agreement are applicable; provided that, the Borrower shall
not be required to make a Mandatory Repayment Offer upon a Change of Control if
a third party makes the Mandatory Repayment Offer in the manner, at the times
and otherwise in compliance with the requirements set forth in this Agreement
applicable to a Mandatory Repayment Offer required upon a Change of Control and
repays all First Priority Term Loans (and the other amounts required to be paid
pursuant to clause (a) above).

SECTION 5.13. Restrictions on Activities of CalGen Finance. The Borrower shall
not permit CalGen Finance to hold any material assets, become liable for any
material obligations or engage in any significant business activities; provided
that, notwithstanding anything to the contrary contained herein, CalGen Finance
may be a co-obligor or guarantor with respect to Indebtedness if the Borrower is
an obligor on such Indebtedness and the net proceeds of such Indebtedness are
received by the Borrower, CalGen Finance or one or more of the Borrower's other
Subsidiaries.

SECTION 5.14. Additional Subsidiaries. If the Borrower or any of its
Subsidiaries acquires or creates another Subsidiary after the Closing Date, then
(a) that newly acquired or created Subsidiary will (i) become a Guarantor
hereunder, (ii) if such Subsidiary's assets and property consist solely of its
ownership interests in any Guarantor, become a Holding Company hereunder and
(iii) deliver or cause to be delivered an opinion of counsel reasonably
satisfactory to the Administrative Agent within 30 days of the date on which it
was acquired or created, and (b) all real and personal property of that
Subsidiary will become part of the Collateral within 30 days of the date on
which that Subsidiary was acquired or created pursuant to documentation
(including security documents, financing statements, opinions and other
documents) reasonably satisfactory to the Administrative Agent and the
Collateral Agent.

SECTION 5.15. Limitation on Issuances and Sales of Equity Interests in
Subsidiaries.

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      (a) The Borrower shall not, and shall not permit any of its Subsidiaries
to, transfer, convey, sell, lease or otherwise dispose of any Equity Interests
in any Subsidiary of the Borrower to any Person (other than the Borrower or a
(Guarantor), unless:

            (i) such transfer, conveyance, sale, lease or other disposition is
      of all the Equity Interests in such Subsidiary; and

            (ii) the Net Proceeds from such transfer, conveyance, sale, lease or
      other disposition are applied in accordance with Sections 2.11 (Mandatory
      Offers) and 5.07 (Asset Sales; Application of Net Proceeds).

      (b) The Borrower shall not permit any of its Subsidiaries to issue any
Equity Interests (other than, if necessary, shares of its Capital Stock
constituting directors' qualifying shares) to any Person other than to the
Borrower or a Guarantor.

SECTION 5.16. Deposit of Revenues. The Borrower shall, and shall cause its
Subsidiaries to, deposit all revenues received by the Borrower and its
Subsidiaries, within 10 Business Days of receipt thereof, in the Revenue
Account.

SECTION 5. 17. Maintenance of Insurance. The Borrower shall, and shall cause its
Subsidiaries to, maintain with financially sound and reputable insurance
companies, insurance on their property, including the Collateral, in at least
such amounts, with such deductibles and against at least such risks as is
customary for companies of the same or similar size engaged in the same or
similar businesses as those of the Borrower and its Subsidiaries and furnish to
the Administrative Agent, upon written request, full information as to such
Persons' property and liability insurance carriers. The Borrower shall, and
shall cause its Subsidiaries to, cause all their insurance policies to name the
Lenders, as a class, as additional insureds with waiver of subrogation and shall
cause all its, and its Subsidiaries', property and casualty policies to name.
the Collateral Agent as loss payee (together with other lien holders as their
interests may appear), with the right to receive 30 days notice of any
cancellation of or material change in such insurance policies.

SECTION 5.18. Coverage Ratio; Kilowatt Test.

      (a) Consolidated Interest Coverage Ratio. As of the last day of each
fiscal quarter of the Borrower, the Borrower shall cause the Consolidated
Interest Coverage Ratio of the Borrower and its Subsidiaries to be equal to or
greater than 1.05:1.0.

      (b) Consolidated First and Second Priority Lien Debt to Kilowatt Test. As
of the last day of each fiscal quarter of the Borrower, the Borrower shall cause
the ratio of (a) the aggregate outstanding principal amount of First Priority
Term Loans, First Priority Notes, Revolving Loans, Second Priority Term Loans
and Second Priority Notes, to (b) the combined Estimated Peak Capacity of all
the Facilities (including all Facilities in operation and under construction)
owned by the Borrower and its Subsidiaries (expressed in kilowatts) to be equal
to or less than $235 per kilowatt.

SECTION 5.19. Further Assurances; Ratings. The Borrower and each Guarantor shall
perform such reasonable acts as may be necessary to carry out the intent of this
Agreement and

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the other First Priority Term Loan Documents promptly after written request by
the Administrative Agent. The Borrower shall, as promptly as practical after the
date hereof, perform all reasonable acts as may be necessary to cause Moody's to
issue a credit rating in respect of the First Priority Term Loans.

SECTION 5.20. Suspension of Certain Covenants. In the event that, from time to
time, after giving effect to the suspension of covenants and the event of
default provided for in this Section 5.20, the Third Priority Fixed Rate Notes
and the Third Priority Floating Rate Notes are rated Baa3 or better by Moody's
and BBB- or better by S&P, then the covenants contained in Section 5.04
(Restricted Payments), Section 5.05 (Dividend and Other Payment Restrictions
Affecting Subsidiaries), Section 5.06 (Incurrence of Indebtedness and Issuance
of Preferred Equity), Section 5.10 (Business Activities), Section 5.16 (Deposit
of Revenues) and Section 7.01(i) shall be suspended. In the event that, at any
time, neither the Third Priority Fixed Rate Notes nor the Third Priority
Floating Rate Notes are rated Baa3 or better by Moody's and BBB-or better by
S&P, the covenants and event of default contained in such Sections shall be
reinstated.

                                   ARTICLE VI.

                                   SUCCESSORS

SECTION 6.01. Merger, Consolidation, or Sale of Assets.

      (a)   The Borrower shall not, directly or indirectly: (i) consolidate or
merge with or into another Person (whether or not the Borrower is the surviving
entity); (ii) sell, assign, transfer, convey or otherwise dispose of all or
substantially all of the properties or assets of the Borrower and its
Subsidiaries taken as a whole, in one or more related transactions, to another
Person; or (iii) lease all or substantially all of its properties or assets, in
one or more related transactions, to any other Person; provided, however, that
the foregoing shall not apply to:

            (i)   a merger of the Borrower with an Affiliate solely for the
      purpose of reconstituting the Borrower in another jurisdiction; or

            (ii)  any sale, transfer, assignment, conveyance, lease or other
      disposition of assets between or among the Borrower and the Guarantors.

      (b)   Notwithstanding the foregoing, the Borrower is permitted to
reorganize as a corporation or a limited liability company in accordance with
the procedures established in this Agreement, provided that the Borrower shall
have delivered to the Administrative Agent an Opinion of Counsel in the United
States reasonably acceptable to the Administrative Agent confirming that such
reorganization is not adverse to the Lenders (it being recognized that such
reorganization shall not be deemed adverse to the Lenders solely because (i) of
the accrual of deferred tax liabilities resulting from such reorganization or
(ii) the successor or surviving corporation (A) is subject to income tax as a
corporate entity or (B) is considered to be an "includable corporation" of an
affiliated group of corporations within the meaning of the Code or any similar
state or local law).

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SECTION 6.02. Successor Corporation Substituted. Upon any consolidation or
merger, or any sale, assignment, transfer, lease, conveyance or other
disposition of all or substantially all of the assets of the Borrower in a
transaction that is subject to, and that complies with the provisions of,
Section 6.01 (Merger, Consolidation, or Sale of Assets), the successor
corporation formed by such consolidation or into or with which the Borrower is
merged or to which such sale, assignment, transfer, lease, conveyance or other
disposition is made shall succeed to, and be substituted for (so that from and
after the date of such consolidation, merger, sale, lease, conveyance or other
disposition, the provisions of this Agreement referring to the "Borrower" shall
refer instead to the successor corporation and not to the Borrower), and may
exercise every right and power of the Borrower under this Agreement with the
same effect as if such successor Person had been named as the Borrower herein;
provided, however, that the predecessor Borrower shall not be relieved from the
obligation to pay the principal of and interest on or other amounts in respect
of the First Priority Term Loans.

                                  ARTICLE VII.

                             DEFAULTS AND REMEDIES

SECTION 7.01. Events of Default.

      Each of the following is an "Event of Default":

      (a)   default for 30 days in the payment when due of interest on the First
Priority Term Loans;

      (b)   default in payment when due of the principal of, or premium, if any,
on the First Priority Term Loans;

      (c)   failure by the Borrower or any of its Subsidiaries to comply with
Section 5.07 (Asset Sales; Application of Net Proceeds), 5.12 (Offer to Prepay
Upon Change of Control) or 5.16 (Deposit of Revenues);

      (d)   failure by Holdings, the Borrower or any of its Subsidiaries for 30
days after written notice from the Administrative Agent or the Lenders holding
at least 50% in outstanding aggregate principal amount of the First Priority
Term Loans then outstanding to comply with any of the agreements in this
Agreement or the other First Priority Term Loan Documents;

      (e)   default under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Borrower or any of its Subsidiaries (or
the payment of which is guaranteed by the Borrower or any of its Subsidiaries)
whether such Indebtedness or guarantee now exists, or is created after the date
of this Agreement, if that default:

            (i)   is caused by a failure to pay principal of, or interest or
      premium, if any, on such Indebtedness prior to the expiration of the grace
      period provided in such Indebtedness on the date of such default (a
      "Payment Default"); or

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

and, in each case, the principal amount of any such Indebtedness, together with
the principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
$25,000,000 or more, and such default shall not have been cured or waived or any
such acceleration rescinded, or such Indebtedness repaid, within 20 days of the
Borrower or the applicable Subsidiary becoming aware of such default;

      (f)   failure by the Borrower or any of its Subsidiaries to pay final
judgments aggregating in excess of $25,000,000 (excluding those covered by
insurance), which judgments are not paid, discharged or stayed for a period of
60 days;

      (g)   the repudiation by Holdings, the Borrower or any of its Subsidiaries
of any of its obligations under the Security Documents or the unenforceability
of the Security Documents against Holdings, the Borrower or any of its
Subsidiaries for any reason; provided that such repudiation or unenforceability
relates to Collateral having a Fair Market Value of $25,000,000 or more;

      (h)   except as permitted by this Agreement, any First Priority Term Loan
Guarantee shall be held in any judicial proceeding to be unenforceable or
invalid or shall cease for any reason to be in full force and effect or any
Guarantor, or any Person acting on behalf of any Guarantor, shall deny or
disaffirm its obligations under its First Priority Term Loan Guarantee, and such
condition shall not have been cured within 30 days after written notice from the
trustee or the holders of at least 50% in aggregate principal amount of
outstanding First Priority Term Loans;

      (i)   breach by any Person (other than the Borrower or any of its
Subsidiaries) of its obligations under, or termination or failure to be in full
force and effect of, a Major Project Document (unless such breach, termination
or failure to be in full force and effect would not, when taken together with
all other such breaches, terminations or failures since the date of this
Agreement (other than those that have been cured as contemplated below,
including by entering into a replacement agreement), be Materially Adverse, as
evidenced by a certificate of the chief financial officer of the Borrower),
unless with respect to any Major Project Document such breach is cured, or such
Major Project Document is replaced with a substantially similar agreement (it
being understood that (a) an agreement will be considered substantially similar
if it would not be Materially Adverse and (b) the use of an Affiliate of the
Borrower as the counterparty under an agreement replacing the Index Hedge will
not by itself be considered Materially Adverse), within 60 days thereafter (or
120 days with respect to the Interest Hedge); and

      (j)   the Borrower, any of its Subsidiaries that is a Significant
Subsidiary or any group of Subsidiaries that, taken together would constitute a
Significant Subsidiary, suffer a Bankruptcy Event.

SECTION 7.02. Acceleration. In the case of an Event of Default specified in
clause (j) of Section 7.01 (Events of Default), with respect to the Borrower or
any of its Subsidiaries, the

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outstanding First Priority Term Loans shall become due and payable immediately
without further action or notice. If any other Event of Default occurs and is
continuing, the Administrative Agent or the Requisite Lenders may declare all
the First Priority Term Loans to be due and payable immediately. Upon any such
declaration, the First Priority Term Loans shall become due and payable
immediately.

SECTION 7.03. Other Remedies.

      (a)   Subject to the Collateral Trust Agreement, if an Event of Default
occurs and is continuing, the Administrative Agent may pursue any available
remedy to collect the payment of principal, premium, if any, and interest on the
First Priority Term Loan Obligations or to enforce the performance of this
Agreement and any other First Priority Term Loan Document.

      (b)   The Administrative Agent may maintain a proceeding even if it does
not possess any of the First Priority Term Loan Obligations. A delay or omission
by the Administrative Agent or any Lender in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

SECTION 7.04. Waiver of Past Defaults; Rescission. The Requisite Lenders by
notice to the Administrative Agent may on behalf of the Lenders waive an
existing Default or Event of Default and its consequences hereunder. Upon any
such waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Agreement; but no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereon. The Requisite Lenders,
by written notice to the Administrative Agent, may on behalf of all of the
Lenders rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest or premium that has become due solely
because of the acceleration) have been cured or waived.

SECTION 7.05. Control by Majority. The Requisite Lenders may direct the time,
method and place of conducting any proceeding for exercising any remedy
available to the Administrative Agent or exercising any trust or power conferred
on it. However, the Administrative Agent may refuse to follow any direction that
conflicts with law, this Agreement, the other First Priority Term Loan
Documents, that the Administrative Agent determines may be unduly prejudicial to
the rights of other Lenders, that may involve the Administrative Agent in
personal liability, or that is inconsistent with the Collateral Trust Agreement.

SECTION 7.06. Collection Suit by Administrative Agent. If an Event of Default
specified in Section 7.01 (a) or (b) (Events of Default) occurs and is
continuing, the Administrative Agent is authorized to recover judgment in its
own name and as trustee of an express trust against the Borrower for the whole
amount of principal of, premium, if any, and interest remaining unpaid on the
First Priority Term Loans and interest on overdue principal and, to the extent
lawful, interest and such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Administrative Agent, its agents and
counsel.

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SECTION 7.07. Priorities.

      Subject to the Collateral Trust Agreement, if the Administrative Agent
collects any money pursuant to this Article VII, it shall pay out the money in
the following order:

            First: to the Administrative Agent and the Lenders on a pro rata
      basis, their respective agents and attorneys for amounts due under this
      Agreement and the other First Priority Term Loan Documents, including
      payment of all compensation, expense and liabilities incurred, and all
      advances made, by the Administrative Agent or any of the Lenders and the
      costs and expenses of collection;

            Second: to the Lenders for amounts due and unpaid on the First
      Priority Term Loan Obligations for principal, premium, if any, and
      interest, ratably, without preference or priority of any kind, according
      to the amounts due and payable on the First Priority Term Loan Obligations
      for principal, premium, if any and interest, respectively; and

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

      The Administrative Agent may fix a record date and payment date for any
payment to the Lenders pursuant to this Section 7.07.

                                  ARTICLE VIII.

                                     AGENTS

SECTION 8.01. Appointment of Agents. The Borrower and the Lenders acknowledge
and agree that MSSF has acted and shall be credited as sole lead arranger of the
First Priority Term Loans. The Borrower and the Lenders acknowledge and agree
that MSSF has acted and shall be credited as sole bookrunner of the First
Priority Term Loans and that MSSF is hereby appointed Administrative Agent
hereunder and under the other First Priority Term Loan Documents. The Borrower
and each Lender hereby authorizes the Collateral Agent to act as the Collateral
Agent with respect to the First Priority Term Loan Obligations, and each Lender
authorizes the Collateral Agent and the Administrative Agent to enter into and
perform their respective obligations under the Collateral Trust Agreement. Each
Lender hereby authorizes the Administrative Agent to act as its agent in
accordance with the terms hereof and the other First Priority Term Loan
Documents. The Administrative Agent hereby agrees to act upon the express
conditions contained herein and the other First Priority Term Loan Documents, as
applicable. The provisions of this Article VIII are solely for the benefit of
the Agents and the Lenders and no Obligor shall have any rights as a third party
beneficiary of any of the provisions thereof. In performing its functions and
duties hereunder, the Administrative Agent shall act solely as an agent of the
Lenders and no Agent does or shall assume or be deemed to have assumed any
obligation towards or relationship of agency or trust with or for the Borrower
or any of its Subsidiaries. MSSF in its capacity as the sole lead arranger and
bookrunner, shall not have any duties, liabilities or obligations under the
First Priority Term Loan Documents but shall be entitled to all benefits of this
Article VIII.

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SECTION 8.02. Powers and Duties. Each Lender irrevocably authorizes each Agent
to take such action on such Lender's behalf and to exercise such powers, rights
and remedies hereunder and under the other First Priority Term Loan Documents as
are specifically delegated or granted to such Agent by the terms hereof and
thereof, together with such powers, rights and remedies as are reasonably
incidental thereto. Each Agent shall have only those duties and responsibilities
that are expressly specified herein and in the other First Priority Term Loan
Documents. Each Agent may exercise such powers, rights and remedies and perform
such duties by or through its agents or employees. No Agent shall have, by
reason hereof or any of the other First Priority Term Loan Documents, a
fiduciary relationship in respect of any Lender; and nothing herein or any of
the other First Priority Term Loan Documents, expressed or implied, is intended
to or shall be so construed as to impose upon any Agent any obligations in
respect hereof or any of the other First Priority Term Loan Documents except as
expressly set forth herein or therein.

SECTION 8.03. General Immunity.

      (a)   No Responsibility for Certain Matters. No Agent shall be responsible
to any Lender for the execution, effectiveness, genuineness, validity,
enforceability, collectibility or sufficiency hereof or any other First Priority
Term Loan Document or for any representations, warranties, recitals or
statements made herein or therein or made in any written or oral statements or
in any financial or other statements, instruments, reports or certificates or
any other documents furnished or made by any Agent to the Lenders or by or on
behalf of any Obligor to any Agent or any Lender in connection with the First
Priority Term Loan Documents and the transactions contemplated thereby or for
the financial condition or business affairs of any Obligor or any other Person
liable for the payment of any First Priority Term Loan Obligations, nor shall
any Agent be required to ascertain or inquire as to the performance or
observance of any of the terms, conditions, provisions, covenants or agreements
contained in any of the First Priority Term Loan Documents or as to the use of
the proceeds of the First Priority Term Loans or as to the existence or possible
existence of any Material Adverse Effect, Event of Default or Default or to make
any disclosures with respect to the foregoing. Anything contained herein to the
contrary notwithstanding, the Administrative Agent shall not have any liability
arising from confirmations of the amount of outstanding First Priority Term
Loans or the component amounts thereof.

      (b)   Exculpatory Provisions. No Agent nor any of its officers, partners,
directors, employees or agents shall be liable to the Lenders for any action
taken or omitted by any Agent under or in connection with any of the First
Priority Term Loan Documents except to the extent caused by such Agent's bad
faith, gross negligence or willful misconduct. Each Agent shall be entitled to
refrain from any act or the taking of any action (including the failure to take
an action) in connection herewith or any of the other First Priority Term Loan
Documents or from the exercise of any power, discretion or authority vested in
it hereunder or thereunder unless and until such Agent shall have received
instructions in respect thereof from Requisite Lenders (or such other Lenders as
may be required to give such instructions under Section 12.05 (Amendments and
Waivers)) and, upon receipt of such instructions from Requisite Lenders (or such
other Lenders, as the case may be), such Agent shall be entitled to act or
(where so instructed) refrain from acting, or to exercise such power, discretion
or authority, in accordance with such instructions. Without prejudice to the
generality of the foregoing, (i) each Agent shall

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be entitled to rely, and shall be fully protected in relying, upon any
communication, instrument or document believed by it to be genuine and correct
and to have been signed or sent by the proper Person or Persons, and shall be
entitled to rely and shall be protected in relying on opinions and judgments of
attorneys (who may be attorneys for the Borrower and its Subsidiaries),
accountants, experts and other professional advisors selected by it; and (ii) no
Lender shall have any right of action whatsoever against any Agent as a result
of such Agent acting or (where so instructed) refraining from acting hereunder
or any of the other First Priority Term Loan Documents in accordance with the
instructions of Requisite Lenders (or such other Lenders as may be required to
give such instructions under Section 12.05 (Amendments and Waivers)).

SECTION 8.04. Agents Entitled to Act as Lender. The agency hereby created shall
in no way impair or affect any of the rights and powers of, or impose any duties
or obligations upon, any Agent in its individual capacity as a Lender hereunder.
With respect to its participation in the First Priority Term Loans, each Agent
shall have the same rights and powers hereunder as any other Lender and may
exercise the same as if it were not performing the duties and functions
delegated to it hereunder, and the term "Lender" shall, unless the context
clearly otherwise indicates, include each Agent in its individual capacity. Any
Agent and its Affiliates may accept deposits from, lend money to, own securities
of, and generally engage in any kind of banking, trust, financial advisory or
other business with the Borrower or any of its Affiliates as if it were not
performing the duties specified herein, and may accept fees and other
consideration from the Borrower for services in connection herewith and
otherwise without having to account for the same to the Lenders.

SECTION 8.05. Lenders' Representations, Warranties and Acknowledgment.

      (a)   Each Lender represents and warrants that it has made its own
independent investigation of the financial condition and affairs of the Borrower
and its Subsidiaries in connection with its First Priority Term Loans hereunder
and that it has made and shall continue to make its own appraisal of the
creditworthiness of the CalGen Companies. No Agent shall have any duty or
responsibility, either initially or on a continuing basis, to make any such
investigation or any such appraisal on behalf of the Lenders or to provide any
Lender with any credit or other information with respect thereto, whether coming
into its possession before the making of the First Priority Term Loans or at any
time or times thereafter, and no Agent shall have any responsibility with
respect to the accuracy of or the completeness of any information provided to
the Lenders.

      (b)   Each Lender, by delivering its signature page to this Agreement and
funding its First Priority Term Loan on the Closing Date, shall be deemed to
have acknowledged receipt of, and consented to and approved, each First Priority
Term Loan Document and each other document required to be approved by any Agent,
Requisite Lenders or the Lenders, as applicable on the Closing Date.

SECTION 8.06. Right to Indemnity. Each Lender, in proportion to its Pro Rata
Share, severally agrees to indemnify each Agent, to the extent that such Agent
shall not have been reimbursed by any Obligor, for and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses (including counsel fees and disbursements)

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or disbursements of any kind or nature whatsoever which may be imposed on,
incurred by or asserted against such Agent in exercising its powers, rights and
remedies or performing its duties hereunder or under the other First Priority
Term Loan Documents or otherwise in its capacity as such Agent in any way
relating to or arising out of this Agreement or the other First Priority Term
Loan Documents; provided, no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from such Agent's bad faith, gross
negligence or willful misconduct. If any indemnity furnished to any Agent for
any purpose shall, in the opinion of such Agent, be insufficient or become
impaired, such Agent may call for additional indemnity and cease, or not
commence, to do the acts indemnified against until such additional indemnity is
furnished; provided, in no event shall this sentence require any Lender to
indemnify any Agent against any liability, obligation, loss, damage, penalty,
action, judgment, suit, cost, expense or disbursement in excess of such Lender's
Pro Rata Share thereof; and provided further, this sentence shall not be deemed
to require any Lender to indemnify any Agent against any liability, obligation,
loss, damage, penalty, action, judgment, suit, cost, expense or disbursement
described in the proviso in the immediately preceding sentence.

SECTION 8.07. Successor Administrative Agent. The Administrative Agent may
resign at any time by giving 30 days' prior written notice thereof to the
Lenders and the Borrower, and the Administrative Agent may be removed at any
time with or without cause by an instrument or concurrent instruments in writing
delivered to the Borrower and the Administrative Agent and signed by the
Requisite Lenders. Upon any such notice of resignation or any such removal, the
Requisite Lenders shall have the right, upon five Business Days' notice to the
Borrower, to appoint a successor Administrative Agent; provided, that the
Borrower shall have the right to approve any such successor Administrative Agent
(such approval not to be unreasonably withheld or delayed) so long as no Default
or Event of Default shall have occurred and be continuing. Upon the acceptance
of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, that successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring or removed Administrative Agent and the retiring or removed
Administrative Agent shall promptly transfer to such successor Administrative
Agent all sums, together with all records and other documents necessary or
appropriate in connection with the performance of the duties of the successor
Administrative Agent under the First Priority Term Loan Documents, whereupon
such retiring or removed Administrative Agent shall be discharged from its
duties and obligations hereunder. After any retiring or removed Administrative
Agent's resignation or removal hereunder as Administrative Agent, the provisions
of this Article VIII shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Agent hereunder.

SECTION 8.08. Withholding Tax.

      (a)   To the extent required by any applicable Legal Requirement, the
Administrative Agent may withhold from any interest payment to any Lender an
amount equivalent to any applicable withholding tax, including any withholding
tax resulting from any Lenders' failure to deliver the forms or other
documentation as required by Section 2.16(e) (Taxes; Withholding, etc). Nothing
in this Section 8.08 shall relieve the Borrower of its obligation with respect
to Taxes and Other Taxes provided in Section 2.16 (Taxes; Withholding, etc.).

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 (b)   If the Internal Revenue Service or any authority of the United States or
other jurisdiction asserts a claim that the Administrative Agent did not
properly withhold tax from amounts paid to or for the account of any Lender
(because the appropriate form was not delivered, was not properly executed, or
because such Lender failed to notify the Administrative Agent of a change in
circumstances which rendered the exemption from, or reduction of, withholding
tax in effective, or for any other reason), such Lender shall indemnify the
Administrative Agent fully for all amounts paid, directly or indirectly, by the
Administrative Agent as tax or otherwise, including penalties and interest,
together with all expenses incurred, including legal expenses, allocated staff
costs and any out of pocket expenses.

                                   ARTICLE IX.

                            COLLATERAL AND SECURITY

      The Collateral Agent's Liens upon the Collateral shall no longer secure
the First Priority Term Loan Obligations outstanding under this Agreement, and
the right of the Lenders to the benefits and proceeds of the Collateral Agent's
Liens on Collateral shall terminate and be discharged:

            (a)   on the First Priority Term Loan Secured Obligations
      Termination Date; or

            (b)   with the prior written consent of each Lender whose consent is
      required under Section 12.05.

Nothing in this Article IX shall be deemed to restrict the Collateral Agent's
rights to release liens on Collateral in accordance with the terms of the
Collateral Trust Agreement or as otherwise permitted pursuant to the terms of
this Agreement.

                                   ARTICLE X.

                    RANKING OF LIENS AND COLLATERAL SHARING

      EACH LENDER AND EACH AGENT HEREBY ACKNOWLEDGES AND AGREES THAT THE THEIR
RESPECTIVE LIEN PRIORITIES, THE DISTRIBUTION OF PROCEEDS OF COLLATERAL, THE
EXERCISE OF REMEDIES UNDER THE FIRST PRIORITY TERM LOAN DOCUMENTS, AMENDMENTS
AND WAIVERS TO THE FIRST PRIORITY TERM LOAN DOCUMENTS, AND OTHER MATTERS RELATED
TO THE COLLATERAL ARE SUBJECT TO AND GOVERNED BY THE COLLATERAL TRUST AGREEMENT.
Each Lender and each Agent, by delivering its signature page hereto, funding its
First Priority Term Loan on the Closing Date and/or executing an Assignment
Agreement (as the case may be), shall be deemed to have (a) acknowledged receipt
of, consented to and approved the Collateral Trust Agreement and (b) authorized
the Agents to perform their respective obligations thereunder. Each Lender and
each Agent further acknowledges that, in certain circumstances related to
intercreditor and security matters, the Collateral Trust Agreement provides
that, where lenders and/or noteholders hold the same series of Obligations (such
as the First Priority Term Loan Obligations and the Obligations under the First
Priority Notes), such lenders and noteholders will vote as a single class, and
the agent or trustee for such lenders or noteholders, as

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applicable, will vote the obligations of such lenders or noteholders, as
applicable, as a class (and not by percentage of lenders or noteholders voting
for or against the applicable intercreditor or security matter). Accordingly, in
such circumstances under the Collateral Trust Agreement, if the Requisite
Lenders hereunder do (or do not) consent, approve, waive or otherwise provide
direction to the Administrative Agent with respect to any request, decision,
action, or otherwise, then the Administrative Agent shall vote 100% of the First
Priority Term Loan Obligations in favor of such consent, approval or waiver (or
rejection thereof), as applicable, all in accordance with the terms of the
Collateral Trust Agreement.

                                   ARTICLE XI.

                       FIRST PRIORITY TERM LOAN GUARANTEE

SECTION 11.01. Guarantee.

      (a)   Subject to the limitations set forth in Section 12.22 (No Recourse
Against the Borrower or the Guarantors) and in Section ll.Ol(b), the Guarantors
hereby, jointly and severally, unconditionally and irrevocably, guarantee to the
Administrative Agent, for the benefit of the Lenders making the First Priority
Term Loans and their respective successors, endorsees, transferees and assigns,
the prompt and complete payment and performance by the Borrower and each other
Guarantor when due (whether at the stated maturity, by acceleration or
otherwise) of the First Priority Term Loan Obligations;

      (b)   Each Guarantor, and by its making of a First Priority Term Loan on
the Closing Date, each Lender, hereby confirms that it is the intention of all
such parties that the First Priority Term Loan Guarantee(s) of such Guarantor
not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
or any similar federal or state law to the extent applicable to any First
Priority Term Loan Guarantee. To effectuate the foregoing intention, the
Administrative Agent, the Lenders and the Guarantors hereby irrevocably agree
that the obligations of such Guarantor will be limited to the maximum amount
that will, after giving effect to such maximum amount and all other contingent
and fixed liabilities of such Guarantor that are relevant under such laws, and
after giving effect to any collections from, rights to receive contribution from
or payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under this Article XI, result in the
obligations of such Guarantor under its First Priority Term Loan Guarantee not
constituting a fraudulent transfer or conveyance.

      (c)   Each Guarantor agrees that the First Priority Term Loan Obligations
may at any time and from time to time exceed the amount of the liability of such
Guarantor under this Article XI without impairing the guarantee of such
Guarantor to the extent provided in this Article XI or affecting the rights and
remedies of the Administrative Agent or any other Secured Party hereunder.

      (d)   The guarantee provided in this Article XI shall remain in full force
and effect until the First Priority Term Loan Secured Obligations Termination
Date.

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     (e)  With respect to each Guarantor, no payment made by the Borrower, any
of the other Guarantors or any other Person, or received or collected by the
Administrative Agent or any other Secured Party from the Borrower, any of the
other Guarantors or any other Person, by virtue of any action or proceeding or
any set-off or appropriation or application at any time or from time to time in
reduction of or in payment of any First Priority Term Loan Obligations shall be
deemed to modify, reduce, release or otherwise affect the liability of such
Guarantor hereunder, which Guarantor shall, notwithstanding any such payment
(other than any payment made by such Guarantor in respect of the First Priority
Term Loan Obligations or any payment received or collected from such Guarantor
in respect of the First Priority Term Loan Obligations), remain liable for the
First Priority Term Loan Obligations outstanding from time to time hereunder up
to the maximum amount of such Guarantor's liability hereunder until the First
Priority Term Loan Secured Obligations Termination Date.

SECTION 11.02. Right of Contribution.

     (a)  Each Guarantor hereby agrees that to the extent that a Guarantor shall
have paid more than its proportionate share of any payment made hereunder, such
Guarantor shall be entitled to seek and receive contribution from and against
any other Guarantor hereunder which has not paid its proportionate share of such
payment. Each Guarantor's right of contribution shall be subject to the terms
and conditions of Section 11.04 (No Subrogation).

     (b)  The provisions of this Section 11.02 shall in no respect limit the
obligations and liabilities of any Guarantor to the Administrative Agent and the
other First Priority Term Loan Secured Parties, and each Guarantor shall remain
liable to the Administrative Agent and the other First Priority Term Loan
Secured Parties for the full amount guaranteed by such Guarantor hereunder.

SECTION 11.03. Subordination. Except as otherwise specifically provided in this
Article XI, (a) all existing and future indebtedness of, or other obligations
owed by, the Borrower or any of its subsidiaries to any Guarantor is hereby
subordinated to all First Priority Term Loan Obligations, and (b) without the
prior written consent of the Administrative Agent, such subordinated
indebtedness (including interest thereon) shall not be paid or withdrawn in
whole or in part, nor shall any Guarantor accept any payment of or on account of
any such indebtedness while the guarantee provided hereunder is in effect. Any
payment by the Borrower or any subsidiary thereof in violation of this Section
11.03 shall be received by the relevant Guarantor in trust for the
Administrative Agent and the First Priority Term Loan Secured Parties, and such
Guarantor shall cause the same to be paid to the Administrative Agent for the
benefit of the First Priority Term Loan Secured Parties immediately upon demand
by the Administrative Agent on account of the First Priority Term Loan
Obligations. No Guarantor shall assign all or any portion of such indebtedness
while the guarantee provided hereunder remains in effect except upon prior
written notice to the Administrative Agent and pursuant to an agreement by which
the assignee of any such indebtedness agrees that the assignment is made subject
to the terms of this Agreement, and that any attempted assignment of such
indebtedness in violation of the provisions hereof shall be void. Nothing in
this Section 11.03 shall apply to any repayment of existing or future
indebtedness or obligation, distribution, withdrawal of capital or any other
payment of any kind or nature whether in cash, in kind, or otherwise, that is
permitted to be

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made to the Guarantor or any of its Affiliates pursuant to and in accordance
with the Financing Documents.

SECTION 11.04. No Subrogation. Notwithstanding any payment made by any Guarantor
hereunder or any set-off or application of funds of any Guarantor by the
Administrative Agent or any other Secured Party, no Guarantor shall be entitled
to be subrogated to any of the rights of the Administrative Agent or any other
Secured Party against the Borrower or any other Guarantor or any collateral
security or guarantee or right of offset held by the Administrative Agent or any
other Secured Party for the payment of the Secured Obligations, nor shall any
Guarantor seek or be entitled to seek any contribution or reimbursement from the
Borrower or any other Guarantor in respect of payments made by such Guarantor
hereunder, until the First Priority Term Loan Secured Obligations Termination
Date. If any amount shall be paid to any Guarantor on account of such
subrogation rights at any time when all of the First Priority Term Loan
Obligations shall not have been paid in full, such amount shall be held by such
Guarantor in trust for the Administrative Agent and the other First Priority
Term Loan Secured Parties, segregated from other funds of such Guarantor, and
shall, forthwith upon receipt by such Guarantor, be turned over to the
Administrative Agent in the exact form received by such Guarantor (duly endorsed
by such Guarantor to the Administrative Agent, if required), to be applied
against the First Priority Term Loan Obligations, whether matured or unmatured,
in such order as the Administrative Agent may determine, subject to the terms
and provisions of the Collateral Trust Agreement.

SECTION 11.05. Amendments, etc. with respect to the First Priority Term Loan
Obligations. Each Guarantor shall remain obligated hereunder notwithstanding
that, without any reservation of rights against any Guarantor and without notice
to or further assent by any Guarantor, any demand for payment of any of the
First Priority Term Loan Obligations made by the Administrative Agent or any
other Secured Party may be rescinded by the Administrative Agent or such other
Secured Party and any of the First Priority Term Loan Obligations continued, and
the First Priority Term Loan Obligations, or the liability of any other Person
upon or for any part thereof, or any collateral security or guarantee therefor
or right of offset with respect thereto, may, from time to time, in whole or in
part, be renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Administrative Agent or any other Secured Party,
and any of the First Priority Term Loan Documents may be amended, modified,
supplemented or terminated, in whole or in part, as the requisite parties
thereto deem advisable from time to time, and any collateral security, guarantee
or right of offset at any time held by the Administrative Agent or any other
Secured Party for the payment of the First Priority Term Loan Obligations may be
sold, exchanged, waived, surrendered or released. Neither the Administrative
Agent nor any other Secured Party shall have any obligation to protect, secure,
perfect or insure any Lien at any time held by it as security for the First
Priority Term Loan Obligations or for the guarantee contained in this Article XI
or any property subject thereto.

SECTION 11.06. Guarantee Absolute and Unconditional.

     (a)  Each Guarantor waives any and all notice of the creation, renewal,
extension or accrual of any of the First Priority Term Loan Obligations and
notice of or proof of reliance by the Administrative Agent or any Lender upon
the guarantee contained in this Article XI or

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acceptance of the guarantee contained in this Article XI. Each Guarantor agrees
that the First Priority Term Loan Obligations, and any of them, shall
conclusively be deemed to have been create, contracted or incurred, or renewed,
extended, amended or waived, in reliance upon the First Priority Term Loan
Guarantees. Each Guarantor agrees that all dealings between the Borrower and any
of the Guarantors, on the one hand, and the Administrative Agent and the
Lenders, on the other hand, likewise shall be conclusively presumed to have been
had or consummated in reliance upon the guarantee contained in this Article XI.
Each Guarantor waives diligence, presentment, protest, demand for payment and
notice of default or nonpayment to or upon the Borrower or any of the Guarantors
with respect to the First Priority Term Loan Obligations.

     (b)  The obligations of each Guarantor hereunder are primary obligations of
such Guarantor and are an absolute, unconditional, continuing and irrevocable
guaranty of payment and performance of the First Priority Term Loan Obligations
and the other obligations of Guarantor hereunder and not of collectibility, and
are in no way conditioned on or contingent upon any attempt to enforce in whole
or in part Holdings', the Borrower's or any CalGen Company's liabilities and
obligations to the Secured Parties. Each failure by a Guarantor to pay or
perform, as the case may be, a First Priority Term Loan Obligation or any other
obligation hereunder shall give rise to a separate cause of action hereunder,
and separate suits may be brought hereunder as each cause of action arises.

     (c)  The First Priority Term Loan Secured Parties may, at any time and from
time to time (whether or not after revocation or termination of the guarantee
contained in this Article XI) without the consent of or notice to any Guarantor,
except such notice as may be required by the First Priority Term Loan Documents
or applicable law which cannot be waived, without incurring responsibility to
any Guarantor, without impairing or releasing the obligations of any Guarantor
hereunder, upon or without any terms or conditions and in whole or in part:

          (i)   change the manner, place and terms of payment or performance of,
     or renew or alter, any First Priority Term Loan Obligation or any
     obligations and liabilities (including any of those hereunder) incurred
     directly or indirectly in respect thereof or hereof, or in any manner
     modify, amend or supplement the terms of the First Priority Term Loan
     Documents or any documents, instruments or agreements executed in
     connection therewith, in each case with the consent of Holdings, the
     Borrower, the CalGen Companies and any Guarantor (in each case, as and to
     the extent required by this Agreement or the relevant Security Document, as
     applicable), and the agreements and guarantees herein made shall apply to
     the First Priority Term Loan Obligations or such other obligations as
     changed, extended, renewed, modified, amended, supplemented or altered in
     any manner;

          (ii)  exercise or refrain from exercising any rights against the
     Borrower, Holdings, any CalGen Company, or others (including any Guarantor)
     or otherwise act or refrain from acting;

          (iii) add or release any other guarantor from its obligations without
     affecting or impairing the obligations of any Guarantor hereunder;

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          (iv)  settle or compromise any First Priority Term Loan Obligations or
     any obligations and liabilities (including any of those hereunder) incurred
     directly or indirectly in respect thereof or hereof, and may subordinate
     the payment or performance of all or any part thereof to the payment or
     performance of any obligations and liabilities which may be due to the
     Secured Parties or others;

          (v)   sell, exchange, release, surrender, realize upon or otherwise
     deal with in any manner or in any order any property by whomsoever pledged
     or mortgaged to secure or securing the First Priority Term Loan Obligations
     or any liabilities or obligations (including any of those hereunder)
     incurred directly or indirectly in respect thereof or hereof and/or any
     offset there against;

          (vi)  apply any sums by whomsoever paid or howsoever realized to any
     obligations and liabilities of Holdings, the Borrower or any CalGen Company
     to the First Priority Term Loan Secured Parties under the First Priority
     Term Loan Documents in the manner provided therein regardless of what
     obligations and liabilities remain unpaid, except that sums paid by any
     Guarantor hereunder shall be deemed to have been paid in respect of the
     applicable obligation of such Guarantor hereunder;

          (vii) consent to or waive any breach of, or any act, omission or
     default under, the First Priority Term Loan Documents or otherwise amend,
     modify or supplement (with the consent of the Guarantors, Holdings, the
     Borrower and the CalGen Companies, as and to the extent required by the
     First Priority Term Loan Documents) the First Priority Term Loan Documents
     or any of such other instruments or agreements; and/or

          (viii) act or fail to act in any manner referred to in this
      Agreement which may deprive any Guarantor of its right to subrogation
      against the Borrower or any CalGen Company to recover full indemnity for
      any payments or performances made pursuant to this Agreement or of its
      right of contribution against any other party.

     (d)  No invalidity, irregularity or unenforceability of the First Priority
Term Loan Obligations or invalidity, irregularity, unenforceability or
non-perfection of any collateral therefor, shall affect, impair or be a defense
to the guarantee contained in this Article XI, which is a primary obligation of
each Guarantor.

     (e)  The guarantee provided hereunder is a continuing guarantee and all
obligations to which it applies or may apply under the terms hereof shall be
conclusively presumed to have been created in reliance hereon. In the event
that, notwithstanding the provisions of Section 11.06(b) above, the guarantee
provided by any Guarantor hereunder shall be deemed revocable in accordance with
applicable law, then any such revocation shall become effective only upon
receipt by Administrative Agent of written notice of revocation signed by such
Guarantor. To the extent permitted by applicable law, no revocation or
termination hereof shall affect, in any manner, rights arising under hereunder
with respect to First Priority Term Loan Obligations arising prior to receipt by
Administrative Agent of written notice of such revocation or termination. Any
such revocation or termination shall be deemed to be an Event of Default.

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SECTION 11.07. Waiver. Each Guarantor hereby unconditionally and irrevocably
waives and relinquishes, to the maximum extent permitted by applicable Legal
Requirements, all rights and remedies accorded to sureties or guarantors and
agrees not to assert or take advantage of any such rights or remedies,
including:

     (a)  any right to require Administrative Agent or the other Secured Parties
to proceed against the Borrower, any CalGen Company or any other Person or to
proceed against or exhaust any security held by Administrative Agent or any
other Secured Party at any time or to pursue any other remedy in Administrative
Agent's or any other Secured Party's power before proceeding against such
Guarantor;

     (b)  any defense that may arise by reason of the incapacity, lack of power
or authority, death, dissolution, merger, termination or disability of such
Guarantor, the Borrower, any other CalGen Company or any other Person or the
failure of the Administrative Agent or any other Secured Party to file or
enforce a claim against the estate (in administration, bankruptcy or any other
proceeding) of such Guarantor, Holdings, the Borrower, any CalGen Company or any
other Person;

     (c)  promptness, diligence, demand, presentment, protest and notice of any
kind, including notice of the existence, creation or incurring of any new or
additional indebtedness or obligation or of any action or non-action on the part
of Holdings, the Borrower, any CalGen Company, the Administrative Agent, the
other Secured Parties, any endorser or creditor of the foregoing or on the part
of any other Person under this or any other instrument in connection with any
obligation or evidence of indebtedness held by the Administrative Agent or the
other Secured Parties as collateral or in connection with any First Priority
Term Loan Obligation;

     (d)  any defense based upon an election of remedies by the Administrative
Agent or the other Secured Parties, including an election to proceed by
non-judicial rather than judicial foreclosure, which destroys or otherwise
impairs the subrogation rights of such Guarantor, the right of such Guarantor to
proceed against Holdings, the Borrower, any CalGen Company or another Person for
reimbursement, or both;

     (e)  any defense based on any offset against any amounts which may be owed
by any Person to such Guarantor for any reason whatsoever;

     (f)  any defense based on any act, failure to act, delay or omission
whatsoever on the part of Holdings, the Borrower, any CalGen Company or any of
the Borrower's Affiliates or the failure by Holdings, the Borrower, any CalGen
Company or any of the Borrower's Affiliates to do any act or thing or to observe
or perform any covenant, condition or agreement to be observed or performed by
it under the Financing Documents;

     (g)  any defense based upon any statute or rule of law which provides that
the obligation of a surety must be neither larger in amount nor in other
respects more burdensome than that of the principal;

     (h)  any defense setoff or counterclaim which may at any time be available
to or asserted by Holdings, the Borrower, any CalGen Company or any of the
Borrower's Affiliates

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thereof against the Administrative Agent, the other Secured Parties or any other
Person under the Financing Documents;

     (i)  any duty on the part of the Administrative Agent or any other Secured
Party to disclose to such Guarantor any facts any Secured Party may now or
hereafter know about Holdings, the Borrower, any CalGen Company or the
Facilities, regardless of whether the Administrative Agent or any other Secured
Party has reason to believe that any such facts materially increase the risk
beyond that which such Guarantor intends to assume, or have reason to believe
that such facts are unknown to such Guarantor, or have a reasonable opportunity
to communicate such facts to such Guarantor, since such Guarantor acknowledges
that such Guarantor is fully responsible for being and keeping informed of the
financial condition of the Borrower and of all circumstances bearing on the risk
of non-payment or non-performance of any First Priority Term Loan Obligation;

     (j)  any defense based on any change in the time, manner or place of any
payment or performance under, or in any other term of, this Agreement or any
other Financing Document, or any other amendment, renewal, extension,
acceleration, compromise or waiver of or any consent or departure from the terms
of this Agreement or any other Financing Document;

     (k)  any right to assert the bankruptcy or insolvency of Holdings, the
Borrower, any CalGen Company or any other Person as a defense hereunder or as
the basis for rescission hereof and any defense arising because of the
Administrative Agent's or any other Secured Party's election, in any proceeding
instituted under the Bankruptcy Law, of the application of Section 1111 (b)(2)
of the Bankruptcy Law;

     (l)  any defense based upon any borrowing or grant of a security interest
under Section 364 of the Bankruptcy Law; and

     (m)  any other circumstance (including any statute of limitations), any act
or omission by Holdings, the Borrower, any CalGen Company, or any existence of
or reliance on any representation by the Administrative Agent, Holdings, the
Borrower, any CalGen Company or any Secured Party that might otherwise
constitute a defense available to, or discharge of, any guarantor or surety
(other than, subject to Section 11.08 (Bankruptcy), the defense of payment or
performance of the applicable Obligations guaranteed hereunder).

SECTION 11.08. Bankruptcy.

     (a)  The obligations of any Guarantor under the guarantee provided in this
Article XI shall not be altered, limited or affected by any proceeding,
voluntary or involuntary, involving the bankruptcy, reorganization, insolvency,
receivership, liquidation or arrangement of Holdings, the Borrower, any other
Guarantor or any Affiliate thereof, or by any defense which Holdings, the
Borrower, any Guarantor or any Affiliate thereof may have by reason of any
order, decree or decision of any court or administrative body resulting from any
such proceeding.

     (b)  Each Guarantor shall file, in any bankruptcy or other proceeding in
which the filing of claims is required or permitted by law, all claims which
such Guarantor may have against Holdings, the Borrower or any CalGen Company
relating to any indebtedness of the Borrower or any CalGen Company to such
Guarantor, and hereby assigns to the Administrative

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Agent (for the benefit of itself and the Lenders) all rights of such Guarantor
thereunder. If any Guarantor does not file any such claim, the Administrative
Agent, as attorney-in-fact for such Guarantor, is hereby authorized to do so in
the name of such Guarantor or, in the Administrative Agent's discretion, to
assign the claim to a nominee and to cause proofs of claim to be filed in the
name of the Administrative Agent's nominee. The foregoing power of attorney is
coupled with ail interest and cannot be revoked. The Administrative Agent or its
nominee shall have the sole right to accept or reject any plan proposed in any
such proceeding and to take any other action which a party filing a claim is
entitled to take. In all such cases, whether in administration, bankruptcy or
otherwise, the person authorized to pay such a claim shall pay the same to the
Administrative Agent to the extent of any First Priority Term Loan Obligations
which then remain unpaid or unperformed, and, to the full extent necessary for
that purpose, each Guarantor hereby assigns to the Administrative Agent all of
such Guarantor's rights to all such payments or distributions to which such
Guarantor would otherwise be entitled; provided, however, that such Guarantor's
obligations hereunder shall not be satisfied except to the extent that the
Administrative Agent receives cash by reason of any such payment or
distribution. If the Administrative Agent receives anything hereunder other than
cash, the same shall be held as collateral for amounts due under the guarantee
contained in this Article XI.

     (c)  Each Guarantor hereby irrevocably waives, to the extent it may do so
under applicable Legal Requirements, any protection to which it may be entitled
under Sections 365(c)(1), 365(c)(2) and 365(e)(2) of the Bankruptcy Law or
equivalent provisions of the laws or regulations of any other jurisdiction with
respect to any proceedings, or any successor provision of law of similar import,
in the event of any Bankruptcy Event with respect to Holdings, the Borrower or
any CalGen Company, Specifically, in the event that the trustee (or similar
official) in a Bankruptcy Event with respect to Holdings, the Borrower or any
CalGen Company or the debtor-in-possession takes any action (including the
institution of any action, suit or other proceeding for the purpose of enforcing
the rights of Holdings, the Borrower, or any Guarantor under this Agreement or
any Security Document), no Guarantor shall assert any defense, claim or
counterclaim denying liability hereunder on the basis that this Agreement or any
Security Document is an executory contract or a "financial accommodation" that
cannot be assumed, assigned or enforced or on any other theory directly or
indirectly based on Section 365(c)(1), 365(c)(2) or 365(e)(2) of the Bankruptcy
Law, or equivalent provisions of the law or regulations of any other
jurisdiction with respect to any proceedings or any successor provision of law
of similar import. If a Bankruptcy Event with respect to Holdings, the Borrower
or any CalGen Company shall occur, each Guarantor agrees, after the occurrence
of such Bankruptcy Event, to reconfirm in writing, to the extent permitted by
applicable Legal Requirements, its pre-petition waiver of any protection to
which it may be entitled under Sections 365(e)(1), 365(c)(2) and 365(e)(2) of
the Bankruptcy Law or equivalent provisions of the laws or regulations of any
other jurisdiction with respect to proceedings and, to give effect to such
waiver, each Guarantor consents to the assumption and enforcement of each
provision of the guarantee contained in this Article XI and any other provision
hereof and in any other First Priority Term Loan Document by the
debtor-in-possession or Holdings', the Borrower's or any CalGen Company's
trustee in bankruptcy, as the case may be.

SECTION 11.09. Reinstatement. The guarantee contained in this Article XI shall
continue to be effective, or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any of the First Priority Term Loan Obligations
is rescinded or must otherwise be restored or

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returned by the Administrative Agent or any Lender upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of Holdings, the Borrower
or any Guarantor, or upon or as a result of the appointment of a receiver,
intervenor or conservator of, or trustee or similar officer for, Holdings, the
Borrower or any Guarantor or any substantial part of its property, or otherwise,
all as though such payments had not been made.

SECTION 11.10. Payments. Each Guarantor shall make all payments due hereunder in
accordance with Section 2.12 (General Provisions Regarding Payments).

                                  ARTICLE XII.

                                 MISCELLANEOUS

SECTION 12.01. Notices. Unless otherwise specifically provided herein, any
notice or other communication herein required or permitted to be given to the
Borrower or any Guarantor or the Administrative Agent shall be sent to such
Person's address as set forth on Appendix B or in the other relevant First
Priority Term Loan Document, and in the case of any Lender, the address as
indicated on Appendix B or otherwise indicated to the Administrative Agent in
writing. Each notice hereunder shall be in writing and may be personally served,
telexed or sent by telefacsimile or United States mail or courier service and
shall be deemed to have been given when delivered in person or by courier
service and signed for against receipt thereof, upon receipt of telefacsimile or
telex, or three Business Days after depositing it in the United States mail with
postage prepaid and properly addressed; provided, no notice to the
Administrative Agent shall be effective until received by the Administrative
Agent. Documents, notices or reports required to be delivered to the Lenders
pursuant to Sections 2.11 (Mandatory Repayment Offers), 5.01(a) (Reports), 5.02
(Compliance Certificate) and 5.12 (Offer to Prepay Upon Change of Control) may
be delivered electronically and posted electronically on IntraLinks/IntraAgency
or other relevant website to which the Lenders have access (whether a
commercial, third-party website or whether sponsored by Administrative Agent),
if any; provided that (i) the Administrative Agent shall deliver paper copies of
such reports to any Lender upon written request therefor; and (ii) the
Administrative Agent shall notify (which may be by facsimile or electronic mail)
each Lender of the posting of any such reports and provide to each Lender by
email electronic versions (i.e., soft copies) of such reports,

SECTION 12.02. Expenses.

     The Borrower agrees to pay promptly, without duplication among the separate
clauses of this Section 12.02 and without duplication of amounts paid under the
Purchase Agreement or the Revolving Loan Agreement or any other Financing
Document:

     (a)  all the costs incurred after the Closing Date of furnishing all
opinions by counsel for the Borrower and the other Obligors;

     (b)  the reasonable fees, expenses and disbursements of counsel to the Sole
Lead Arranger in connection with the administration of the First Priority Term
Loan Documents and

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the negotiation, preparation and execution of any consents, amendments, waivers
or other modifications thereto and any other documents or matters requested by
the Borrower;

     (c)  all the actual costs and reasonable expenses of creating and
perfecting Liens in favor of Collateral Agent, for the benefit of the Secured
Parties pursuant hereto, including filing and recording fees, expenses and
taxes, stamp or documentary taxes, search fees, title insurance premiums and
reasonable fees, expenses and disbursements of counsel to each Agent and of
counsel providing any opinions that any Agent or Requisite Lenders may request
in respect of the Collateral or the Liens created pursuant to the Security
Documents;

     (d)  all the actual costs and reasonable fees, expenses and disbursements
of any auditors, accountants, consultants or appraisers if reasonably required
in connection with the administration or enforcement of this Agreement;

     (e)  all the actual costs and reasonable expenses (including the reasonable
fees, expenses and disbursements of any appraisers, consultants, advisors and
agents employed or retained by Collateral Agent and its counsel) reasonably
required in connection with the custody or preservation of any of the
Collateral; and

     (f)  after the occurrence of a Default or an Event of Default, all costs
and expenses, including attorneys' fees and costs of settlement, incurred by any
Agent and the Lenders in enforcing any First Priority Term Loan Obligations of
or in collecting any payments due from any Obligor hereunder or under the other
First Priority Term Loan Documents by reason of such Default or Event of Default
(including in connection with the sale of, collection from, or other realization
upon any of the Collateral or the enforcement of the First Priority Term Loan
Guarantees) or in connection with any refinancing or restructuring of the credit
arrangements provided hereunder in the nature of a "work-out" or pursuant to any
Bankruptcy Case or Insolvency Proceeding.

SECTION 12.03. Indemnity.

     (a)  In addition to the payment of costs and expenses pursuant to Section
12.02 (Expenses), whether or not the transactions contemplated hereby shall be
consummated, the Borrower and the Guarantors agree to defend (subject to
Indemnitees' selection of counsel), indemnify, pay and hold harmless the
Administrative Agent and the Lenders and each of their respective Affiliates and
each and all of the directors, officers, partners, trustees, employees,
attorneys and agents, and (in each case) their respective heirs,
representatives, successors and assigns (each of the foregoing, an "Indemnitee")
from and against any and all Indemnified Liabilities; provided, no Indemnitee
shall be entitled to indemnification hereunder with respect to any Indemnified
Liability to the extent such Indemnified Liability is found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted
directly and primarily from the bad faith, gross negligence or willful
misconduct of such Indemnitee.

     (b)  All amounts due under Section 12.03(a) shall be payable not later than
10 days after written demand therefor.

     (c)  To the extent that the undertakings to defend, indemnify, pay and hold
harmless set forth in Section 12.03(a) may be unenforceable in whole or in part
because they are violative

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of any law or public policy, the Borrower and the Guarantors shall contribute
the maximum portion that they are permitted to pay and satisfy under applicable
law to the payment and satisfaction of all Indemnified Liabilities incurred by
Indemnitees or any of them.

     (d)  The Borrower and the Guarantors shall not assert any claim against any
Indemnitee, on any theory of liability, for any lost profits or special,
indirect or consequential damages or (to the fullest extent lawful) any punitive
damages arising out of, in connection with, or as a result of, this Agreement or
any other First Priority Term Loan Document or any agreement or instrument or
transaction contemplated hereby or relating in any respect to any Indemnified
Liability, and the Borrower and the Guarantors hereby forever waive, release and
agree not to sue upon any claim for any such lost profits or special, indirect,
consequential or (to the fullest extent lawful) punitive damages, whether or not
accrued and whether or not known or suspected to exist in its favor.

     (e)  The agreements in this Section 12.03 shall survive repayment of the
First Priority Term Loans and all other amounts payable hereunder.

SECTION 12.04. Set-Off. In addition to any rights now or hereafter granted under
applicable law and not by way of limitation of any such rights, upon the
occurrence of any Event of Default each Lender is hereby authorized by the
Borrower and the Guarantors at any time or from time to time subject to the
consent of the Administrative Agent, without prior written notice to such Person
or to any other Person (other than the Administrative Agent), any such notice
being hereby expressly waived, to set off and to appropriate and to apply any
and all deposits (general or special, including Indebtedness evidenced by
certificates of deposit, whether matured or unmatured, but not including trust
accounts) and any other Indebtedness at any time held or owing by such Lender to
or for the credit or the account of the Borrower or any Guarantor against and on
account of the obligations and liabilities of such party to such Lender
hereunder, and under the other First Priority Term Loan Documents, including all
claims of any nature or description arising out of or connected hereto, or with
any other First Priority Term Loan Document, irrespective of whether or not (a)
such Lender shall have made any demand hereunder or (b) the principal of or the
interest on the First Priority Term Loans or any other amounts due hereunder
shall have become due and payable pursuant to Article II and although such
obligations and liabilities, or any of them, may be contingent or unmatured.

SECTION 12.05. Amendments and Waivers.

     (a)  Requisite Lenders' Consent. Subject to Section 12.05(e), no amendment,
modification, termination or waiver of any provision of the First Priority Term
Loan Documents, or consent to any departure by any Obligor therefrom, shall in
any event be effective without the written concurrence of the Requisite Lenders
and any additional consents required by Sections 12.05(b)and(c).

     (b)  Affected Lenders' Consent. No amendment, modification, termination, or
consent shall be effective if the effect thereof would:

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          (i)    extend the scheduled final maturity of any First Priority Term
     Loan or First Priority Term Loan Note outstanding to any Lender without the
     prior written consent of that Lender;

          (ii)   waive, reduce or postpone any scheduled repayment (but not
     prepayment) due to any Lender without the prior written consent of that
     Lender;

          (iii)  reduce the rate of interest on any First Priority Term Loan
     (other than any waiver of any increase in the interest rate applicable to
     any First Priority Term Loan pursuant to Section 2.07 (Default Interest))
     payable to any Lender or reduce or extend any fee payable hereunder to any
     Lender without the prior written consent of that Lender;

          (iv)   reduce the principal amount of any First Priority Term Loan
     outstanding to any Lender without the prior written consent of that Lender;

          (v)    amend, modify, terminate or waive any provision of this Section
     12.05(b), as it applies to any Lender without the prior written consent of
     that Lender;

          (vi)   amend the definition of "Requisite Lenders" or "Pro Rata Share"
     without the prior written consent of all Lenders;

          (vii)  release any Collateral from the Liens created by the Security
     Documents, except as specifically provided for in this Agreement and the
     Security Documents, without the prior written consent of all Lenders;

          (viii) release any Guarantor from its obligations under its First
     Priority Term Loan Guarantee(s) or otherwise consent to the assignment or
     transfer by any Obligor of any of its rights and obligations under any
     First Priority Term Loan Document without the prior written consent of all
     Lenders; or

          (ix)   amend or modify any provision which requires pro rata payments
     among and as between the Lenders without the prior written consent of all
     Lenders.

     (c)  Other Consents. No amendment, modification, termination or waiver of
any provision of the First Priority Term Loan Documents, or consent to any
departure by any Obligor therefrom, shall amend, modify, terminate or waive any
provision of Article VIII as the same applies to the Administrative Agent, or
any other provision hereof as the same applies to the rights or obligations of
any Agent, in each case without the consent of the Administrative Agent.

     (d)  Execution of Amendments, etc. The Administrative Agent may, but shall
have no obligation to, with the concurrence of any Lender, execute amendments,
modifications, waivers or consents on behalf of such Lender. Any waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which it was given. No notice to or demand on any Obligor in any
case shall entitle any Obligor to any other or further notice or demand in
similar or other circumstances. Any amendment, modification, termination, waiver
or consent effected in accordance with this Section 12.05 shall be binding upon
each Lender at the time outstanding, each future Lender and, if signed by an
Obligor, on such Obligor.

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     (e)  Certain Amendments. Notwithstanding the preceding provisions of this
Section 12.05, the Borrower and the Administrative Agent may amend or supplement
the First Priority Term Loan Documents without the consent of any Lender:

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

          (ii)   to provide for the assumption of the Borrower's obligations to
     the Lenders by a successor to the Borrower pursuant to Article VI hereof;

          (iii)  to make any change that would provide any additional rights or
     benefits to the Lenders or that does not adversely affect the legal rights
     hereunder of any Lender;

          (iv)   to allow any Subsidiary of the Borrower to provide a First
     Priority Term Loan Guarantee or allow any Guarantor to execute a
     supplemental Guarantee with respect to the First Priority Term Loan
     Obligations;

          (v)    to make, complete or confirm any grant of Collateral permitted
     or required by this Agreement or any of the Security Documents or any
     release of Collateral that becomes effective as set forth in this Agreement
     or any of the Security Documents;

          (vi)   to conform the text of this Agreement, the First Priority Term
     Loan Notes or the Security Documents to any provision of the Description of
     New Term Loans or Description of Notes section of the Offering Memorandum
     to the extent that such provision of the Description of New Term Loans or
     Description of Notes section of the Offering Memorandum was intended to be
     a verbatim recitation of a provision of this Agreement, the First Priority
     Term Loans or the Security Documents; or

          (vii)  to reflect any waiver or termination of any right arising under
     the provisions of this Agreement that otherwise would be enforceable by any
     holder of the Notes, if such waiver or termination is set forth in the
     indentures governing such Notes, provided that no such waiver or amendment
     shall adversely affect the rights of the Lenders.

SECTION 12.06. Successors and Assigns; Participations.

     (a)  Generally. This Agreement shall be binding upon the parties hereto and
their respective successors and assigns and shall inure to the benefit of the
parties hereto and the successors and assigns of the Lenders and the other
parties hereto. No Obligor's rights or obligations hereunder nor any interest
therein may be assigned or delegated by any Obligor without the prior written
consent of all Lenders. Nothing in this Agreement, expressed or implied, shall
be construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, Affiliates of each of the Agents and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Agreement.

     (b)  Register. The Borrower, the Administrative Agent and the Lenders shall
deem and treat the Persons listed as Lenders in the Register as the holders and
owners of the corresponding First Priority Term Loan Commitments and First
Priority Term Loans listed

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therein for all purposes hereof, and no assignment or transfer of any such First
Priority Term Loan Commitment or First Priority Term Loan (including any First
Priority Term Loan represented by a First Priority Term Loan Note) shall be
effective, in each case, unless and until an Assignment Agreement effecting the
assignment or transfer thereof shall have been delivered to and accepted by the
Administrative Agent and recorded in the Register as provided in Section
12.06(e), Prior to such recordation, all amounts owed with respect to the
applicable First Priority Term Loan Commitment or First Priority Term Loan shall
be owed to the Lender listed in the Register as the owner thereof, and any
request, authority or consent of any Person who, at the time of making such
request or giving such authority or consent, is listed in the Register as a
Lender shall be conclusive and binding on any subsequent holder, assignee or
transferee of the corresponding First Priority Term Loan Commitments or First
Priority Term Loans.

     (c)  Right, to Assign. Each Lender shall have the right at any time to
sell, assign or transfer all or a portion of its rights and obligations under
this Agreement, including all or a portion of its First Priority Term Loan
Commitment or First Priority Term Loans owing to it or other First Priority Term
Loan Obligation (provided, however, that each such assignment shall be of a
uniform, and not varying, percentage of all rights and obligations under and in
respect of any First Priority Term Loan and any related First Priority Term Loan
Commitments):

          (i)    to any Person meeting the criteria of clause (a) of the
     definition of the term of "Eligible Assignee" upon the giving of notice to
     the Borrower and the Administrative Agent; and

          (ii)   to any Person meeting the criteria of clause (b) of the
     definition of the term of "Eligible Assignee";

provided, further each such assignment pursuant to this Section 12.06(c) shall
be in an aggregate amount of not less than $1,000 (or such lesser amount as may
be agreed to by the Borrower and the Administrative Agent or as shall constitute
the aggregate amount of the First Priority Term Loan Commitments and First
Priority Term Loans outstanding to the assigning Lender).

     (d)  Mechanics; Fee. The assigning Lender and the assignee thereof shall
execute and deliver to the Administrative Agent an Assignment Agreement,
together with such forms, certificates or other evidence, if any, with respect
to United States federal income tax withholding matters as the assignee under
such Assignment Agreement may be required to deliver to the Administrative Agent
pursuant to Section 2.16(e) (Taxes; Withholding, etc.).

     (e)  Notice of Assignment. Upon its receipt of a duly executed and
completed Assignment Agreement (and any forms, certificates or other evidence
required by this Agreement in connection therewith), the Administrative Agent
shall record the information contained in such Assignment Agreement in the
Register, shall give prompt notice thereof to the Borrower and shall maintain a
copy of such Assignment Agreement.

     (f)  Representations and Warranties of Assignee. Each Lender, upon
execution and delivery hereof or upon executing and delivering an Assignment
Agreement, as the case may be, and without limiting any other representation or
warranty contained in any such Assignment Agreement, represents and warrants as
of the Closing Date or as of the applicable Effective Date

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(as defined in the applicable Assignment Agreement) that (i) it is an Eligible
Assignee; (ii) it has experience and expertise in the making of or investing in
commitments or loans such as the applicable First Priority Term Loan Commitments
or First Priority Term Loans, as the case may be; and (iii) it shall make or
invest in, as the case may be, its First Priority Term Loan Commitments or First
Priority Term Loans for its own account in the ordinary course of its business
and without a view to distribution of such First Priority Term Loan Commitments
or First Priority Term Loans within the meaning of the Securities Act or the
Exchange Act or other federal securities laws (it being understood that, subject
to the provisions of this Section 12.06, the disposition of such First Priority
Term Loan Commitments or First Priority Term Loans or any interests therein
shall at all times remain within its exclusive control).

     (g)  Effect of Assignment. Subject to the terms and conditions of this
Section 12.06, as of the "Effective Date" specified in the applicable Assignment
Agreement:

          (i)    the assignee thereunder shall have the rights and obligations
     of a "Lender" hereunder to the extent such rights and obligations hereunder
     have been assigned to it pursuant to such Assignment Agreement and shall
     thereafter be a party hereto and a "Lender" for all purposes hereof;

          (ii)   the assigning Lender thereunder shall, to the extent that
     rights and obligations hereunder have been assigned thereby pursuant to
     such Assignment Agreement, relinquish its rights (other than any rights
     which survive the termination hereof under Section 12.08 (Survival of
     Representations, Warranties and Agreements) and be released from its
     obligations hereunder (and, in the case of an Assignment Agreement covering
     all or the remaining portion of an assigning Lender's rights and
     obligations hereunder, such Lender shall cease to be a party hereto;
     provided, anything contained in any of the First Priority Term Loan
     Documents to the contrary notwithstanding, such assigning Lender shall
     continue to be entitled to the benefit of all indemnities hereunder as
     specified herein with respect to matters arising out of the prior
     involvement of such assigning Lender as a Lender hereunder); and

          (iii)  if any such assignment occurs after the issuance of any First
     Priority Term Loan Note hereunder, the assigning Lender shall, upon the
     effectiveness of such assignment or as promptly thereafter as practicable,
     surrender its applicable First Priority Term Loan Notes to the
     Administrative Agent for cancellation, and thereupon the Borrower shall
     issue and deliver new First Priority Term Loan Notes, if so requested by
     the assignee and/or assigning Lender, to such assignee and/or to such
     assigning Lender, with appropriate insertions, to reflect the new
     outstanding First Priority Term Loans of the assignee and/or the assigning
     Lender.

     (h)  Participations. Each Lender shall have the right at any time to sell
one or more participations to any Person (other than the Borrower, any of its
Restricted Subsidiaries or any of its Affiliates) in all or any part of its
First Priority Term Loans or in any other First Priority Term Loan Obligation.
The holder of any such participation, other than an Affiliate of the Lender
granting such participation, shall not be entitled to require such Lender to
take or omit to take any action hereunder except with respect to any amendment,
modification or waiver that would:

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          (i)    extend the final scheduled maturity of any First Priority Term
     Loan or First Priority Term Loan Note in which such participant is
     participating, or reduce the rate or extend the time of payment of interest
     or fees thereon (except in connection with a waiver of applicability of any
     post-default increase in interest rates) or reduce the principal amount
     thereof, or increase the amount of the participant's participation over the
     amount thereof then in effect (it being understood that a waiver of any
     Default or Event of Default shall not constitute a change in the terms of
     such participation, and that an increase in any First Priority Term Loan
     shall be permitted without the consent of any participant if the
     participant's participation is not increased as a result thereof);

          (ii)   consent to the assignment or transfer by any Obligor of any of
     its rights and obligations under this Agreement; or

          (iii)  release all or substantially all of the Collateral under the
     Security Documents (except as expressly provided in the First Priority Term
     Loan Documents) supporting the First Priority Term Loan Obligations
     hereunder in which such participant is participating.

The Borrower agrees that each participant shall be entitled to the benefits of
Sections 2.14(c) (Making or Maintaining First Priority Term Loans), 2.15
(Increased Costs; Capital Adequacy) and 2.16 (Taxes; Withholding, etc.) to the
same extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (c) of this Section; provided, (i) a participant shall not
be entitled to receive any greater payment under Section 2.14 (Making or
Maintaining First Priority Term Loans) or 2.15 (Increased Costs; Capital
Adequacy) than the applicable Lender would have been entitled to receive with
respect to the participation sold to such participant, unless the sale of the
participation to such participant is made with the Borrower's prior written
consent and (ii) a participant that would be a Non-U.S. Lender if it were a
Lender shall not be entitled to the benefits of Section 2.16 (Taxes;
Withholding, etc.) unless the Borrower is notified of the participation sold to
such participant and such participant agrees, for the benefit of the Borrower,
to comply with Section 2.16 (Taxes; Withholding, etc.) as though it were a
Lender. To the extent permitted by law, each participant also shall be entitled
to the benefits of Section 12.04 (Set-Off) as though it were a Lender, provided
such participant agrees to be subject to Section 2.13 (Ratable Sharing) as
though it were a Lender.

     (i)  Certain Other Assignments.

          (i)    In addition to any other assignment permitted pursuant to this
     Section 12.06, any Lender may assign and/or pledge all or any portion of
     its First Priority Term Loans, the other First Priority Term Loan
     Obligations owed by or to such Lender, and its First Priority Term Loan
     Notes, if any, to secure obligations of such Lender including (A) to any
     Federal Reserve Bank as collateral security pursuant to Regulation A of the
     Board of Governors of the Federal Reserve System and any operating circular
     issued by such Federal Reserve Bank and (B) with respect to any Lender that
     is a fund that invests in bank loans, to any trustee or holder of
     obligations owed, or securities issued by, such fund as security for such
     obligations or securities or to any other representative of such holders;
     provided, no Lender, as between the Borrower and such Lender, shall be
     relieved of any of its obligations hereunder as a result of any such
     assignment and pledge, and

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     provided further, in no event shall the applicable Federal Reserve Bank,
     trustee or such holder of obligations be considered to be a "Lender" or be
     entitled to require the assigning Lender to take or omit to take any action
     hereunder.

          (ii)   At the request of the Borrower in connection with the payment
     in full of all of the First Priority Term Loan Obligations, whether by
     voluntary or mandatory prepayment thereof or on the Maturity Date or
     otherwise, each Lender shall execute and deliver to the Borrower (or to
     such Person(s) as the Borrower requests) such documents and instruments as
     the Borrower reasonably requests to assign all of such Lender's First
     Priority Term Loan Obligations (together with all of such Lender's right,
     title and interest in, to and under all the First Priority Term Loan
     Documents) to such Person(s) as the Borrower may direct; provided, that (A)
     upon the effectiveness of such assignment the Borrower shall execute and
     deliver to each Lender an instrument pursuant to which the Borrower and the
     Guarantors release such Lender from all claims under this Agreement and all
     of the other First Priority Term Loan Documents and (B) such assignment
     shall be without recourse to and without any representations or warranties
     from the assigning Lender. If any such assignment occurs after the issuance
     to it of any First Priority Term Loan Notes hereunder, then upon the
     effectiveness of such assignment, the assigning Lender shall deliver all of
     its First Priority Term Loan Notes to the Borrower for cancellation or
     re-issuance to the new Lender.

SECTION 12.07. Independence of Covenants. All covenants hereunder shall be given
independent effect so that if a particular action or condition is not permitted
by any of such covenants, the fact that it would be permitted by an exception
to, or would otherwise be within the limitations of, another covenant shall not
avoid the occurrence of a Default or an Event of Default if such action is taken
or condition exists.

SECTION 12.08. Survival of Representations, Warranties and Agreements. All
agreements made herein shall survive the execution and delivery hereof and the
making of any First Priority Term Loan. Notwithstanding anything herein or
implied by law to the contrary, the agreements of the Borrower and the
Guarantors set forth in Sections 2.14(c) (Making or Maintaining First Priority
Term Loans), 2.15 (Increased Costs; Capital Adequacy), 2.16 (Taxes; Withholding,
etc.), 12.02 (Expenses), 12.03 (Indemnity), 12.04 (Set-Off), 12.15 (Consent to
Jurisdiction), 12.16 (Waiver of Jury Trial) and 12.17 (Confidentiality) and the
agreements of Lenders set forth in Sections 2.13 (Ratable Sharing), 8.03(b)
(General Immunity) and 8.06 (Right to Indemnity) shall survive the payment of
the First Priority Term Loans and the termination hereof.

SECTION 12.09, No Waiver; Remedies Cumulative. No failure or delay on the part
of any Agent or any Lender in the exercise of any power, right or privilege
hereunder or under any other First Priority Term Loan Document shall impair such
power, right or privilege or be construed to be a waiver of any default or
acquiescence therein, nor shall any single or partial exercise of any such
power, right or privilege preclude other or further exercise thereof or of any
other power, right or privilege. The rights, powers and remedies given to each
Agent and each Lender hereby are cumulative and shall be in addition to and
independent of all rights, powers and remedies existing by virtue of any statute
or rule of law or in any of the other First Priority Term Loan Documents. Any
forbearance or failure to exercise, and any delay in exercising, any right,

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power or remedy hereunder shall not impair any such right, power or remedy or be
construed to be a waiver thereof, nor shall it preclude the further exercise of
any such right, power or remedy.

SECTION 12.10. Marshalling; Payments Set Aside. Neither any Agent nor any Lender
shall be under any obligation to marshal any assets in favor of any Obligor or
any other Person or against or in payment of any or all of the First Priority
Term Loan Obligations. To the extent that any Obligor makes a payment or
payments to the Administrative Agent or the Lenders (or to the Administrative
Agent, on behalf of the Lenders), or the Administrative Agent or the Lenders
enforce any security interests or exercise their rights of setoff, and such
payment or payments or the proceeds of such enforcement or setoff or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside and/or required to be repaid to a trustee, receiver or any other party
under any bankruptcy law, any other state or federal law, common law or any
equitable cause, then, to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied, and all Liens, rights and remedies
therefor or related thereto, shall be revived and continued in full force and
effect as if such payment or payments had not been made or such enforcement or
setoff had not occurred.

SECTION 12.11. Severability. In case any provision in or obligation under any
First Priority Term Loan Document shall be invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.

SECTION 12.12. First Priority Term Loan Obligations Several; Independent Nature
of Lenders' Rights. The obligations of the Lenders hereunder are several and no
Lender shall be responsible for the obligations or First Priority Term Loan
Commitment of any other Lender hereunder. Nothing contained herein or in any
other First Priority Term Loan Document, and no action taken by the Lenders
pursuant hereto or thereto, shall be deemed to constitute the Lenders as a
partnership, an association, a joint venture or any other kind of entity. The
amounts payable at any time hereunder to each Lender shall be a separate and
independent debt, and each Lender shall be entitled to protect and enforce its
rights arising out hereof and it shall not be necessary for any other Lender to
be joined as an additional party in any proceeding for such purpose.

SECTION 12.13. Headings. Section headings herein are included herein for
convenience of reference only and shall not constitute a part hereof for any
other purpose or be given any substantive effect.

SECTION 12.14. Applicable Law, This Agreement and the rights and obligations of
the parties hereunder shall be governed by, and shall be construed and enforced
in accordance with, the laws of the State of New York without regard to conflict
of laws principles thereof.

SECTION 12.15. Consent to Jurisdiction. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST
ANY PARTY HERETO ARISING OUT OF OR RELATING HERETO OR ANY OTHER FIRST PRIORITY
TERM LOAN DOCUMENT, OR ANY OF THE FIRST PRIORITY TERM LOAN OBLIGATIONS, MAY BE
BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE,
COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH

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PARTY HERETO, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A)
ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF
SUCH COURTS; (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT
SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE
OBLIGOR AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 12.01 (NOTICES); (D)
AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER
PERSONAL JURISDICTION OVER THE APPLICABLE OBLIGOR IN ANY SUCH PROCEEDING IN ANY
SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY
RESPECT; AND (E) AGREES THAT THE AGENTS AND THE LENDERS RETAIN THE RIGHT TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS
AGAINST ANY OBLIGOR IN THE COURTS OF ANY OTHER JURISDICTION.

SECTION 12.16. Waiver Of Jury Trial. EACH OF THE PARTIES HERETO HEREBY AGREES TO
WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER FIRST PRIORITY TERM
LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF
THIS LOAN TRANSACTION OR THE LENDER/COMPANY RELATIONSHIP THAT IS BEING
ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALLENCOMPASSING OF ANY
AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT
MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF
DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS
RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS
AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED
FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS
REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY
REFERRING TO THIS SECTION 12.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS HERETO OR ANY OF THE OTHER FIRST PRIORITY TERM LOAN DOCUMENTS OR
TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE FIRST PRIORITY TERM LOAN
OBLIGATIONS. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.

SECTION 12.17. Confidentiality.

                                      118
<PAGE>

     Each Lender shall hold all non-public information regarding the Borrower
and its business identified as such by the Borrower and obtained by such Lender
pursuant to the requirements hereof in accordance with such Lender's customary
procedures for handling confidential information of such nature, it being
understood and agreed by the Borrower that, in any event, a Lender may make:

          (i)    disclosures of such information to Affiliates of such Lender
     and to their agents and advisors (and to other Persons authorized by a
     Lender or Agent to organize, present or disseminate such information in
     connection with disclosures otherwise made in accordance with this Section
     12.17);

          (ii)   disclosures of such information reasonably required by any bona
     fide or potential assignee, transferee or participant in connection with
     the contemplated assignment, transfer or participation by such Lender of
     any First Priority Term Loan Obligations or any participations therein;

          (iii)  disclosure to any rating agency when required by it, provided
     that, prior to any disclosure, such rating agency shall undertake in
     writing to preserve the confidentiality of any confidential information
     relating to the Obligors received by it from any of the Agents or any
     Lender, and

          (iv)   disclosures required or requested by any governmental agency or
     representative thereof or by the National Association of Insurance
     Commissioners or pursuant to legal or judicial process; provided, unless
     specifically prohibited by applicable law or court order, each Lender shall
     make reasonable efforts to notify the Borrower of any request by any
     governmental agency or representative thereof (other than any such request
     in connection with any examination of the financial condition or other
     routine examination of such Lender by such governmental agency) for
     disclosure of any such non-public information prior to disclosure of such
     information.

SECTION 12.18. Usury Savings Clause. Notwithstanding any other provision herein,
the aggregate interest rate charged with respect to any of the First Priority
Term Loan Obligations, including all charges or fees in connection therewith
deemed in the nature of interest under applicable law shall not exceed the
Highest Lawful Rate. If the rate of interest (determined without regard to the
preceding sentence) under this Agreement at any time exceeds the Highest Lawful
Rate, the outstanding amount of the First Priority Term Loan Obligations shall
bear interest at the Highest Lawful Rate until the total amount of interest due
hereunder equals the amount of interest which would have been due hereunder if
the stated rates of interest set forth in this Agreement had at all times been
in effect. In addition, if when the First Priority Term Loan Obligations are
repaid in full the total interest due hereunder (taking into account the
increase provided for above) is less than the total amount of interest which
would have been due hereunder if the stated rates of interest set forth in this
Agreement had at all times been in effect, then to the extent permitted by law,
the Borrower shall pay to the Administrative Agent an amount equal to the
difference between the amount of interest paid and the amount of interest which
would have been paid if the Highest Lawful Rate had at all times been in effect.
Notwithstanding the foregoing, it is the intention of the Lenders and the
Borrower to conform strictly to any applicable usury laws. Accordingly, if any
Lender contracts for, charges, or

                                      119
<PAGE>

receives any consideration which constitutes interest in excess of the Highest
Lawful Rate, then any such excess shall be cancelled automatically and, if
previously paid, shall at such Lender's option be applied to the outstanding
amount of the First Priority Term Loan Obligations or be refunded to the
Borrower.

SECTION 12.19. Counterparts; Execution by Facsimile.

     (a)  This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.

     (b)  The delivery of an executed signature page of this Agreement by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof.

SECTION 12.20. Effectiveness. This Agreement shall become effective upon the
execution of a counterpart hereof by each of the parties hereto and receipt by
the Borrower and the Administrative Agent of written or telephonic notification
of such execution and authorization of delivery thereof.

SECTION 12.21. Statements Required in Certificate or Opinion.

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

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

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

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

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

SECTION 12.22. No Recourse Against the Borrower or the Guarantors.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT OR ANY
OTHER FIRST PRIORITY TERM LOAN DOCUMENT, THE FIRST PRIORITY TERM LOANS AND THE
FIRST PRIORITY TERM LOAN GUARANTEES ARE NON-RECOURSE SECURED OBLIGATIONS OF THE
BORROWER AND THE APPLICABLE GUARANTORS, RESPECTIVELY. THE ONLY RECOURSE A LENDER
WILL HAVE WITH RESPECT TO THE PAYMENT OF PRINCIPAL OF, OR INTEREST OR PREMIUM
ON, THE FIRST PRIORITY TERM LOAN OBLIGATIONS (WHETHER UNDER THIS AGREEMENT OR
PURSUANT TO THE GUARANTEES) WILL

                                      120
<PAGE>

BE ENFORCEMENT OF ITS RIGHTS AGAINST THE COLLATERAL PURSUANT TO THE SECURITY
DOCUMENTS.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      121
<PAGE>

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

                                               CALPINE GENERATING COMPANY, LLC,
                                               as the Borrower

                                               By: /s/ Zamir Rauf
                                                   -----------------------------
                                                   Name: Zamir Rauf
                                                   Title: Vice President

[First Priority Credit And Guarantee Agreement - Calpine Generating Company,
LLC]

<PAGE>

                            THE GUARANTORS:

                            CALGEN EXPANSION COMPANY, LLC
                            CPN FREESTONE, LLC
                            CALPINE FREESTONE, LLC
                            CALPINE FREESTONE ENERGY GP, LLC
                            CALPINE CHANNEL ENERGY CENTER LP, LLC
                            CALPINE CHANNEL ENERGY CENTER GP, LLC
                            CHANNEL POWER GP, LLC
                            CALGEN EQUIPMENT FINANCE HOLDINGS, LLC
                            CALGEN PROJECT EQUIPMENT FINANCE COMPANY ONE, LLC
                            CALGEN PROJECT EQUIPMENT FINANCE COMPANY THREE LLC
                            CALGEN EQUIPMENT FINANCE COMPANY, LLC
                            NUECES BAY ENERGY LLC
                            CALPINE NORTHBROOK SOUTHCOAST INVESTORS, LLC
                            CALPINE CORPUS CHRISTI ENERGY GP, LLC
                            ZION ENERGY LLC
                            LOS MEDANOS ENERGY CENTER, LLC
                            MORGAN ENERGY CENTER, LLC
                            CARVILLE ENERGY LLC
                            DECATUR ENERGY CENTER, LLC
                            CALPINE ONETA POWER I, LLC
                            CALPINE ONETA POWER II, LLC
                            CALPINE BAYTOWN ENERGY CENTER LP, LLC
                            CALPINE BAYTOWN ENERGY CENTER GP, LLC
                            BAYTOWN POWER GP, LLC
                            COLUMBIA ENERGY LLC
                            DELTA ENERGY CENTER, LLC
                            CALGEN PROJECT EQUIPMENT FINANCE COMPANY TWO, LLC
                            PASTORIA ENERGY FACILITY L.L.C.
                            CALPINE PASTORIA HOLDINGS, LLC

                            Executing this Agreement on behalf of and so as to
                            bind each of the limited liability companies named
                            above under the caption "The Guarantors"

                            By: /s/ Zamir Rauf
                                --------------------------------------
                                Name: Zamir Rauf
                                Title: Vice President

[First Priority Credit And Guarantee Agreement - Calpine Generating Company,
LLC]

<PAGE>

                            THE GUARANTORS:

                            FREESTONE POWER GENERATION LP
                            CALPINE FREESTONE ENERGY, LP
                            CALPINE POWER EQUIPMENT LP
                            CHANNEL POWER, LP
                            CHANNEL ENERGY CENTER, LP
                            CALPINE CORPUS CHRISTI ENERGY, LP
                            CORPUS CHRISTI COGENERATION LP
                            CALPINE ONETA POWER, L.P.
                            BAYTOWN ENERGY CENTER, LP
                            BAYTOWN POWER, LP

                            Executing this Agreement on behalf of and so as to
                            bind each of the limited partnerships named above
                            under the caption "The Guarantors"

                            By: /s/ Zamir Rauf
                                --------------------------------------
                                Name: Zamir Rauf
                                Title: Vice President

[First Priority Credit And Guarantee Agreement - Calpine Generating Company,
LLC]

<PAGE>

                            SEAL BANK, S.S.B., as a Lender

                            By: /s/ W. T. Saurenmenn
                                --------------------------------------
                                Name: W. T. Saurenmenn
                                Title: SVP

[First Priority Credit And Guarantee Agreement - Calpine Generating Company,
LLC]

<PAGE>

                            MORGAN STANLEY SENIOR FUNDING, INC,
                            as Administrative Agent and a Lender

                            By: /s/ LUCY K. GALBRAITH
                                --------------------------------------
                                Name: LUCY K. GALBRAITH
                                Title: MANAGING DIRECTOR

                            MORGAN STANLEY SENIOR FUNDING, INC.,
                            as Sole Lead Arranger and Sole Bookrunner

                            By: /s/ LUCY K. GALBRAITH
                                --------------------------------------
                                Name: LUCY K. GALBRAITH
                                Title: MANAGING DIRECTOR

[First Priority Credit And Guarantee Agreement - Calpine Generating Company,
LLC]

<PAGE>

                                   APPENDIX A



<PAGE>

                                                                      APPENDIX A
                                           TO FIRST PRIORITY TERM LOAN AGREEMENT

                  INITIAL FIRST PRIORITY TERM LOAN COMMITMENTS

<TABLE>
<CAPTION>
                                          First Priority
              Lender                    Term Loan Commitment    Pro Rate Share
              ------                    --------------------    --------------
<S>                                     <C>                       <C>
Morgan Stanley Senior Funding, Inc.     $ 425,000,000.00            70.8%
Beal Bank, S.S.B.                       $ 175,000,000.00            29.2%
Total                                   $ 600,000,000.00             100%
</TABLE>

                                      A-1
<PAGE>

                                  APPENDIX B

<PAGE>

                                                                      APPENDIX B
                                           TO FIRST PRIORITY TERM LOAN AGREEMENT

                                NOTICE ADDRESSES

Administrative Agent's      Morgan Stanley Senior Funding, Inc.
Principal Office:           as the Administrative Agent
                            1585 Broadway
                            New York, NY 10036
                            Attention: Lisa Malone
                            Phone:(212)537-1312
                            Facsimile: (212) 537-1867
                            E-mail: lisa.malone@morganstanley.com

Collateral Agent:           Wilmington Trust Company
                            Rodney Square North
                            1100 North Market Street
                            Wilmington, DE 19890-1615
                            Attn: Kristin Long

Borrower:                   Calpine Generating Company, LLC
                            50 West San Fernando Street
                            San Jose, CA95113
                            Attn: Chief Financial Officer
                            Fax: (408)995-0505
                            Phone: (408)995-5115

Each Guarantor:             c/o Calpine Generating Company, LLC
                            50 West San Fernando Street
                            San Jose, CA 95113
                            Attn: Chief Financial Officer
                            Fax: (408)995-0505
                            Phone: (408)995-5115

                                      B-1
<PAGE>

                                   EXHIBIT A

<PAGE>

                                                                       EXHIBIT A
                                           TO FIRST PRIORITY TERM LOAN AGREEMENT

                           FORM OF SUBORDINATION TERMS

[TO BE INCLUDED AS AN ARTICLE IN THE INSTRUMENT EVIDENCING "AFFILIATE
SUBORDINATED INDEBTEDNESS" INCURRED PURSUANT TO THIS AGREEMENT, THIRD PARTY
SUBORDINATED INDEBTEDNESS INCURRED PURSUANT TO THIS AGREEMENT, AND AS OTHERWISE
REQUIRED BY THIS AGREEMENT]

[THE COLLATERAL AGENT SHALL EITHER BE A PARTY TO OR A THIRD PARTY BENEFICIARY OF
THESE SUBORDINATION TERMS]

                                   ARTICLE [_]

                                 SUBORDINATION

          Section [__].l. Definitions. All capitalized terms used herein and not
otherwise defined herein shall have the meanings given to such terms in the
Collateral Trust Agreement, dated as of March 23, 2004, among Calpine CalGen
Holdings, Inc., Calpine Generating Company, LLC ("CalGen"), CalGen Finance
Corp., the guarantors party thereto from time to time (the "Guarantors"), the
Secured Debt Representatives party thereto and Wilmington Trust Company, as
collateral agent (the "Collateral Agent"), as in effect on the date hereof. As
used in this Article, the following terms shall have the following respective
meanings:

               "Junior Claimant" means [INSERT NAME OF LENDER UNDER SUBORDINATED
     DEBT].

               "Proceeding" means any (a) insolvency, bankruptcy, receivership,
     liquidation, reorganization, readjustment, composition or other similar
     proceeding of or against the Subordinated Debtor or its property or its
     creditors as such, (b) proceeding for any liquidation, dissolution or other
     winding-up of the Subordinated Debtor, voluntary or involuntary, whether or
     not involving insolvency or bankruptcy proceedings, (c) general assignment
     for the benefit of creditors of the Subordinated Debtor, or (d) other
     marshalling of the assets of the Subordinated Debtor.

               "Senior Claimants" means the holders of Senior Obligations.

               "Senior Claim Documents" means the Secured Debt Documents other
     than the Other Junior Lien Debt Documents.

               "Senior Claims" means, collectively, (a) the principal of, and
     premium, if any, and interest on, the Senior Obligations (in each case,
     including, without limitation, any interest accruing thereon at the legal
     rate after the commencement of any Proceeding and any additional interest
     that would have accrued thereon but for the commencement of

                                       A-l
<PAGE>

      such Proceeding), and (b) all other Obligations of the Subordinated Debtor
      to the Senior Claimants, whether now existing or hereafter incurred or
      created, under or with respect to the Senior Claim Documents or any
      replacement, supplement to or refinancing of the Senior Obligations,

               "Senior Obligations" means all Secured Obligations other than the
     Other Junior Lien Obligations.

               "Senior Obligations Termination Date" means the date on which all
     Senior Obligations (including all interest accrued thereon after the
     commencement of any bankruptcy, insolvency or liquidation proceeding at the
     rate, including any applicable post-default rate, specified in the
     applicable Senior Claim Documents, even if such interest is not
     enforceable, allowable or allowed as a claim in such proceeding) have been
     paid in full in cash (and/or defeased in accordance with the applicable
     Senior Claim Documents), all commitments to extend credit under all Senior
     Claim Documents have terminated or expired and all outstanding letters of
     credit issued pursuant to any Senior Claim Documents have been cancelled,
     terminated or cash collateralized at 102.5% of the aggregate undrawn
     amount.

               "Subordinated Debt" means all indebtedness owing to Junior
     Claimant arising under or in respect of the Subordinated Debt Documents.

               "Subordinated Debt Documents" means [DESCRIBE SUBORDINATED DEBT
     INSTRUMENT], any promissory note or other instrument relating thereto and
     any other documents or instruments directly relating to the foregoing (in
     each case, including any amendments, replacements or substitutions
     thereof).

               "Subordinated Debtor" means [INSERT CALGEN OR GUARANTOR INCURRING
     THE SUBORDINATED DEBT].

          Section [_].2. Certain Subordination Terms. Until the Senior
Obligations Termination Date, and notwithstanding anything in the Subordinated
Debt Documents to the contrary:

                  [___ ].2.1. Except as permitted under the Senior Claim
Documents, the Subordinated Debtor shall not, directly or indirectly, make any
payment of principal, interest or otherwise on or in respect of the Subordinated
Debt.

                  [___].2.2. Except for the right to accept payments as
provided in Section [___].2.1 or [__].2.5(b), Junior Claimant shall not demand,
sue for or accept from the Subordinated Debtor or any other Person any such
payment or collateral, nor take any other action to enforce or collect upon any
such payment or to enforce its rights to receive any such payment, in either
case in respect of the Subordinated Debt, provided, however, that nothing herein
shall limit the right or ability of Junior Claimant (i) to receive payments from
the Subordinated Debtor in respect of the Subordinated Debt as provided in
Section [___].2.1 so long as no default or event of default under any Secured
Debt Document has occurred and is continuing, or (ii) to accelerate the maturity
of the Subordinated Debt at any time after all of the Senior Claims have been
accelerated; and provided further, that in the event that after an

                                      A-2
<PAGE>

acceleration any of the Senior Claimants rescind the acceleration of the Senior
Claims, and provide written notice to Junior Claimant thereof, or Junior
Claimant otherwise becomes aware of such rescission, Junior Claimant shall
rescind the acceleration of the Subordinated Debt.

                  [_].2.3.  Neither the Subordinated Debtor nor Junior
Claimant shall take any action prejudicial to or inconsistent with the Senior
Claimants' priority position over Junior Claimant created by this Article,
including, without limitation, any action which will hinder, delay or otherwise
prevent the Senior Claimants from taking any action they deem necessary to
enforce rights with respect to the Senior Claims or the Lien of the Senior Claim
Documents. The Junior Claimant shall not take any action or otherwise act to
contest on account of the Subordinated Debt (i) the validity or priority of any
Liens or security interests granted to, or for the benefit of, the Senior
Claimants, (ii) the relevant rights and duties of the Senior Claimants with
respect to Junior Claimant on account of any Subordinated Debt as established in
this Article or (iii) the Senior Claimants' exercise of remedies in accordance
with the Senior Claim Documents.

                  [_].2.4.  Each document or instrument evidencing Subordinated
Debt shall bear a legend providing that payment of the Subordinated Debt
thereunder has been subordinated to prior payment of the Senior Claims in the
manner and to the extent set forth in this Article.

                  [_].2.5.  Junior Claimant shall not commence or join with any
other creditor or creditors of the Subordinated Debtor in commencing any
Proceeding against the Subordinated Debtor, [CalGen, CalGen Holdings or any
Guarantor--ADD ALL THAT ARE NOT SUBORDINATED DEBTORS], but may join in any
Proceeding after it has commenced. At any general meeting of creditors of
Subordinated Debtor, [CalGen, CalGen Holdings or any Guarantor--ADD ALL THAT ARE
NOT SUBORDINATED DEBTORS], or in the event of any Proceeding, if all Senior
Claims have not been paid in full in cash at such time, the Collateral Agent on
behalf of the Senior Claimants is hereby irrevocably authorized at any such
meeting or in any such Proceeding:

                    (a)  To enforce claims comprising Subordinated Debt in the
          name of Junior Claimant, by proof of debt, proof of claim, suit or
          otherwise;

                    (b)  To collect any assets of the Subordinated Debtor
          distributed, divided or applied by way of dividend or payment as a
          result of a Proceeding, or such securities issued, on account of
          Subordinated Debt as a result thereof and apply the same, or the
          proceeds of any realization upon the same that the Senior Claimants in
          their discretion elect to effect, to Senior Claims until all Senior
          Claims shall have been paid in full in cash (the Senior Claimants
          hereby agreeing to render any surplus to Junior Claimant and/or other
          subordinated creditors, as their interests appear, or to interplead
          such surplus with a court of competent jurisdiction); and

                    (c)  To take generally any action in connection with any
          such meeting or proceeding which Junior Claimant might otherwise take
          in respect of the Subordinated Debt and claims relating thereto.

                                      A-3
<PAGE>

                  After the  commencement  of any such  Proceeding,  Junior
Claimant may inquire in writing of the Collateral Agent on behalf of the Senior
Claimants whether the respective Senior Claimants intend to exercise the
foregoing rights with respect to the Subordinated Debt. Should the Senior
Claimants fail, at least 20 days before the deadline therefor, either to file a
proof of claim with respect to the Subordinated Debt and to furnish a copy
thereof to Junior Claimant, or to inform Junior Claimant in writing that the
Senior Claimants intend to exercise their rights to assert the Subordinated Debt
in the manner hereinabove provided, Junior Claimant may, but shall not be
required to, proceed to file a proof of claim with respect to the Subordinated
Debt and take such further steps with respect thereto, not inconsistent with
this Article, as Junior Claimant may deem proper.

                  [_].2.6.  Upon the occurrence and during the continuation of
an event of default under a Secured Debt Document, Junior Claimant may, but
shall have no obligation to, upon not less than 10 days prior written notice to
the Collateral Agent, purchase all of the outstanding Senior Obligations owing
to the Senior Claimants by irrevocably tendering, in immediately available
funds, full payment of the Purchase Price (as defined below) to the Senior
Claimants:

                    (a)  The Purchase Price shall be equal to the total amount
          of Senior Claims at the time of acceleration (assuming such
          obligations have been accelerated);

                    (b)  Any such purchase by Junior Claimant shall be without
          warranty by, or recourse to, the Senior Claimants, except with respect
          to the legal and beneficial ownership by the Senior Claimants of the
          Obligations so purchased, free and clear of all Liens and rights of
          others; and

                    (c)  Concurrently with any such purchase, the Senior
          Claimants shall forthwith sell, assign, transfer and convey to Junior
          Claimant all of their right, title and interest in and to the Senior
          Obligations, and all Liens and other security interests in favor of
          the Senior Claimants securing the obligations of the Subordinated
          Debtor in connection therewith.

          Section [__].3. Senior Claim Documents. The Junior Claimant
acknowledges that it has been provided with a copy of the Senior Claim Documents
and has read and is familiar with the provisions thereof.

          Section [__].4. Time of Filing. Notwithstanding the time of
filing, attachment or recording of any document or other instrument, it is
agreed by Junior Claimant that any Liens arising under or pursuant to the Senior
Claim Documents shall be senior to any Liens arising in favor of Junior Claimant
as part of or relating to the Subordinated Debt Documents, if any; provided,
however, that nothing herein shall be deemed to permit Junior Claimant to obtain
any such Liens.

          Section [__].5. Wrongful Collections. Should any payment on
account of, or any collateral for any part of, the Subordinated Debt be received
by Junior Claimant in violation of this Article, such payment or collateral
shall be delivered forthwith to the Collateral Agent by

                                       A-4
<PAGE>

the recipient for application to Senior Claims, in the form received. The
Collateral Agent is irrevocably authorized to supply any required endorsement or
assignment which may have been omitted. Until so delivered, any such payment or
collateral shall be held by the recipient in trust for the Senior Claimants and
shall not be commingled with other funds or property of the recipient.

          Section [__].6. Ownership of Subordinated Debt: Amendment of
Subordinated Debt Documents.

                            [__].6.1. The Junior Claimant represents and
warrants that it is the lawful owner of the Subordinated Debt. Any security
interest in the Junior Claimant's interest in the Subordinated Debt will at all
times be subject to the rights of the Senior Claimants hereunder. The Junior
Claimant agrees that it may not assign all or any portion of the Subordinated
Debt or any of its rights or remedies under the Subordinated Debt Documents
unless any assignee expressly agrees in writing for the benefit of the
Collateral Agent that it takes such Subordinated Debt subject in all respects to
the rights of the Senior Claimants hereunder.

                            [__].6.2. The Subordinated Debt Documents may not
be amended so as to have an adverse effect upon the Senior Claims or the
Subordinated Debtor's ability to pay the Senior Claims at any time.

          Section [__].7. Waivers. The Collateral Agent and the Senior
Claimants are hereby authorized to demand specific performance of this Article,
whether or not the Subordinated Debtor shall have complied with the provisions
hereof applicable to it, at any time when Junior Claimant shall have failed to
comply with any provision hereof applicable to it. Junior Claimant hereby
irrevocably waives any defense based on the adequacy of a remedy at law which
might be asserted as a bar to the remedy of specific performance hereof in any
action brought therefor by the Senior Claimants. Junior Claimant (a) further
waives presentment, notice and protest in connection with all negotiable
instruments evidencing Senior Claims or Subordinated Debt to which Junior
Claimant may be a party, notice of the acceptance of this Article by the Senior
Claimants, notice of any loan made, extension granted or other action taken in
reliance hereon, and all demands and notices of every kind in connection with
this Article, Senior Claims or time of payment of Senior Claims or Subordinated
Debt and (b) hereby assents to any renewal, extension or postponement of the
time of payment of Senior Claims or any other indulgence with respect thereto,
to any increase in the amount of Senior Claims, to any substitution, exchange or
release of collateral therefor and to the addition or release of any person
primarily or secondarily liable thereon and assents to the provisions of any
instrument, security or other writing evidencing Senior Claims.

          Section [__].8. Subrogation; No Impairment of Subordinated
Debtor's Obligations. Subject to and from and after the Senior Obligations
Termination Date, Junior Claimant shall be subrogated to the rights of the
Senior Claimants to receive payments or distributions of cash, property or
securities of the Subordinated Debtor applicable to the Senior Claims until all
amounts owing on the Subordinated Debt shall be paid in full. For purposes of
such subrogation, no payments or distributions to the Senior Claimants to which
Junior Claimant would be entitled but for the provisions of this Article, and no
payments paid over by Junior

                                      A-5
<PAGE>

Claimant to Senior Claimants pursuant to this Article shall, as among the
Subordinated Debtor, its creditors other than the Senior Claimants, and Junior
Claimant, be deemed to be a payment or distribution on account of the
Subordinated Debt, it being understood that the provisions of this Article are
intended solely for the purpose of defining the relative rights of Junior
Claimant and the Senior Claimants. Nothing contained in this Article is intended
to or shall impair, as between the Subordinated Debtor and Junior Claimant, the
obligation of the Subordinated Debtor, which is absolute and unconditional, to
pay to Junior Claimant the principal of and the premium, if any, and the
interest on the Subordinated Debt, and all other amounts payable by the
Subordinated Debtor under the Subordinated Debt Documents, as and when the same
shall become due and payable, or to affect the relative rights of Junior
Claimant and creditors of Subordinated Debtor other than the Senior Claimants.

          Section [___].9. Reinstatement. The obligations of Junior
Claimant under this Article shall continue to be effective, or be reinstated, as
the case may be, if at any time any payment in respect of any Senior Claim, or
any other payment to any holder of any Senior Claim in its capacity as such, is
rescinded or must otherwise be restored or returned by the holder of such Senior
Claims upon the occurrence of any Proceeding, or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, the Subordinated Debtor or any substantial part of its property, or
otherwise, all as though such payment had not been made.

          Section [___].10. Bankruptcy. This Article shall remain in full
force and effect as between Junior Claimant and the Senior Claimants
notwithstanding the occurrence of any Proceeding affecting the Subordinated
Debtor.

          Section [___].11. Further Assurances. The Subordinated Debtor
and Junior Claimant shall execute and deliver to the Senior Claimants such
further instruments and shall take such further action as the Senior Claimants
may at any time or times reasonably request in order to carry out the provisions
and intent of this Article.

          Section [___].12. Successors and Assigns. The provisions of
this Article shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. Neither Junior Claimant nor
the Senior Claimants shall have a duty to preserve rights against prior parties
in any property of any kind received hereunder. Nothing contained herein shall
impose on the Senior Claimants any duties with respect to any property of the
Subordinated Debtor or Junior Claimant received hereunder.

          Section [___].13. Governing Law. This Article is intended to
take effect as a sealed instrument, shall be binding upon the parties hereto and
their respective executors, administrators, other legal representatives,
successors and assigns, and shall inure to the benefit of the Senior Claimants,
their respective successors and assigns and shall be governed by the laws of the
State of New York without reference to principles of conflict of laws (other
than Section 5-1401 of the New York General Obligations Law). The parties hereto
intend and agree that this Article shall remain binding on such parties (other
than the Subordinated Debtor) notwithstanding the termination (except upon the
payment in full of Senior Claims in cash) or unenforceability of this Article as
against the Subordinated Debtor.

                                      A-6
<PAGE>

                                   EXHIBIT B

<PAGE>

                                                                       EXHIBIT B
                                           TO FIRST PRIORITY TERM LOAN AGREEMENT

                                     FORM OF
                              ASSIGNMENT AGREEMENT

                                                           Date:______ ___,____

Morgan Stanley Senior Funding, Inc.
as the Administrative Agent
1585 Broadway
New York, NY 10036
Attention: Lisa Malone

Calpine Generating Company, LLC
50 West San Fernando Avenue, 5th Floor
San Jose, CA 95113
Attention: President

 Re:      Calpine Generating Company, LLC - Assignment Agreement

Ladies and Gentlemen:

     Reference is made to the Credit and Guarantee Agreement, dated as of March
23, 2004 (as amended, supplemented, replaced or otherwise modified from time to
time, the "First Priority Term Loan Agreement"), among Calpine Generating
Company, LLC, a Delaware limited liability company (the "Borrower"), the
guarantors from time to time party thereto, the lenders from time to time party
thereto, Morgan Stanley Senior Funding, Inc., as administrative agent (with its
successors and permitted assigns in such capacity, the "Administrative Agent")
and each of the other agents and arrangers listed on the signature pages
thereto. Unless otherwise defined herein, terms defined in the First Priority
Term Loan Agreement and used herein shall have the meanings given to them in the
First Priority Term Loan Agreement.

     As of [INSERT EFFECTIVE DATE OF ASSIGNMENT] (the "Effective Date"). [INSERT
NAME OF ASSIGNOR] (the "Assignor") irrevocably sells, transfers, conveys and
assigns, without recourse, representation or warranty (except as expressly set
forth herein), to [INSERT NAME OF ASSIGNEE] (the "Assignee"), and the Assignee
irrevocably purchases from the Assignor and assumes (as more particularly
described in Schedule I hereto), (a) [INSERT PERCENTAGE OF FIRST PRIORITY TERM
LOANS TO BE ASSIGNED]% of the First Priority Term Loans under the First Priority
Term Loan Agreement (which represents $[INSERT AMOUNT OF FIRST PRIORITY TERM
LOANS TO BE ASSIGNED]) and (b) all rights, benefits, obligations, liabilities,
and indemnities related to such First Priority Term Loans under and in
connection with the First Priority Term Loan Agreement and the other First
Priority Term Loan Documents (the "Assigned Portion").

                                      B-1
<PAGE>

     In addition, this Assignment Agreement constitutes notice to the
Administrative Agent, pursuant to Section 12.06 of the First Priority Term Loan
Agreement, of the assignment and delegation to the Assignee of the Assigned
Portion of the First Priority Term Loans of the Assignor outstanding under the
First Priority Term Loan Agreement as of the Effective Date, subject to its
written consents.

     All accrued and unpaid interest, fees and other amounts payable with
respect to the Assigned Portion for any period of time prior to the Effective
Date shall be payable to the Assignor, and all accrued and unpaid interest, fees
and other amounts payable with respect to the Assigned Portion for any period
from and after the Effective Date shall be payable to the Assignee. The Assignor
and Assignee each agree to hold in trust for the other any such amounts that it
receives pursuant to any First Priority Term Loan Document and to which the
other party is entitled.

     The Assignee confirms and agrees that in becoming a Lender and in making
its First Priority Term Loans under the First Priority Term Loan Agreement, such
actions have and will be made without recourse to, or representation or warranty
by, the Administrative Agent, except for the representations expressly set forth
below.

     The Assignor represents and warrants that it is legally authorized to enter
into and deliver this Assignment Agreement, that its existing aggregate First
Priority Term Loans are as set forth on Schedule I hereto, that it is the legal
and beneficial owner of the Assigned Portion and that it has not created any
adverse claim on its interest in the Assigned Portion. Except as set forth in
the previous sentence, the Assignor makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made pursuant to or in connection with this Assignment
Agreement, or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Assignment Agreement, the First Priority Term Loan
Agreement, any other First Priority Term Loan Document or any other instrument
or document furnished pursuant hereto or thereto, including the financial
condition of any CalGen Company or the performance or observance by any Lender
or any of the Agents of any of its obligations under the First Priority Term
Loan Agreement, any other First Priority Term Loan Document or any other
instrument or document furnished pursuant hereto or thereto.

     The Assignee (a) represents and warrants that (i) it is an Eligible
Assignee and that it is legally authorized to enter into and deliver this
Assignment Agreement, (ii) it has experience and ' expertise in the making of or
investing in loans such as the applicable First Priority Term Loans and (iii) it
will make or invest in its First Priority Term Loans for its own account in the
ordinary course of business and without a view to the distribution of such First
Priority Term Loans within the meaning of the Securities Act or the Exchange Act
or other federal securities laws, (b) confirms that it has received a copy of
the First Priority Term Loan Agreement, together with copies of the most recent
financial statements delivered pursuant to Section 3.19 of the First Priority
Term Loan Agreement and copies of the documents which were required to be
delivered under the First Priority Term Loan Agreement as a condition to the
making of First Priority Term Loans thereunder and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment Agreement, (c) agrees that it will
perform in accordance with their terms all of the obligations which by the terms
of the First Priority Term Loan Agreement and the other First Priority Term Loan
Documents are

                                       B-2
<PAGE>

required to be performed by it as a Lender, (d) acknowledges that it has
received copies of, consented to and approved the Collateral Trust Agreement,
and authorizes the Agents to perform their respective obligations thereunder and
(e) attaches the forms prescribed by applicable Governmental Authorities as to
the Assignee's status for purposes of determining exemption from withholding
taxes with respect to all payments to be made to the Assignee under any of the
First Priority Term Loan Documents or such other documents as are necessary to
indicate that all such payments are subject to such rates at a rate reduced by
an applicable tax treaty. In addition, the Assignee, independently and without
reliance upon the Assignor, the Administrative Agent, any other Agent or any
other Lender, and based on such documents and information as it shall deem
appropriate at the time, shall continue to make its own credit decisions in
taking or not taking action under the First Priority Term Loan Agreement, the
other First Priority Term Loan Documents and the other instruments and documents
delivered in connection therewith. ASSIGNEE HEREBY ACKNOWLEDGES AND AGREES THAT
ITS LIEN PRIORITIES, THE DISTRIBUTION OF PROCEEDS OF COLLATERAL, THE EXERCISE OF
REMEDIES UNDER THE FIRST PRIORITY TERM LOAN AGREEMENT, AMENDMENTS AND WAIVERS TO
THE FIRST PRIORITY TERM LOAN DOCUMENTS, AND OTHER MATTERS RELATED TO THE
COLLATERAL ARE SUBJECT TO AND GOVERNED BY THE COLLATERAL TRUST AGREEMENT.

     Following the execution of this Assignment Agreement, it will be delivered
to the Administrative Agent for recording by the Administrative Agent pursuant
to Section 12.06 of the First Priority Term Loan Agreement, effective as of the
Effective Date. The Assignor attaches hereto the First Priority Term Loan Note
held by it, if any, evidencing the Assigned Portion and (i) upon request by the
Assignee, will request that the Administrative Agent exchange the attached First
Priority Term Loan Note for a new First Priority Term Loan Note, payable to the
Assignee and (ii) if the Assignor has retained any interest, may request that
the Administrative Agent exchange the attached First Priority Term Loan Note for
a new First Priority Term Loan Note, payable to the Assignor, and in each case
in amounts which reflect the assignment being made hereby and after giving
effect to any other assignments which have become effective on the Effective
Date.

     Except as otherwise provided in the First Priority Term Loan Agreement,
effective as of the Effective Date:

          (a)  the Assignee:

               (i)  shall be deemed automatically to have become a party to the
     First Priority Term Loan Agreement, have all the rights and obligations of
     a "Lender" under the First Priority Term Loan Agreement and the other First
     Priority Term Loan Documents as if it were an original signatory thereto to
     the extent specified in the second paragraph of this Assignment Agreement,
     and hereby expressly confirms its undertakings regarding its appointments
     and indemnity obligations provided for in Article XII of the First Priority
     Term Loan Agreement; and

               (ii) agrees to be bound by the terms and conditions set forth in
     the First Priority Term Loan Agreement and the other First Priority Term
     Loan Documents as if it were an original signatory thereto; and

                                       B-3
<PAGE>

          (b)  the Assignor shall be released from its obligations and shall
     relinquish its rights under the First Priority Term Loan Agreement and the
     other First Priority Term Loan Documents to the extent specified in the
     second paragraph of this Assignment Agreement, except with regard to those
     provisions that expressly survive the termination of the First Priority
     Term Loan Agreement to the extent such provisions relate to the time prior
     to the Effective Date.

     The Assignee hereby advises each of you of the following administrative
details with respect to the assigned First Priority Term Loan Commitments and
First Priority Term Loans:

                (A)     Address for Notices:

                Institution Name:
                Attention:
                Domestic Office:
                Telephone:
                Facsimile:

                (B)     Payment Instructions:

                                [Assignee to complete.]

     The Assignee has attached hereto the forms, certificates or other evidence
required by Section 2.16(e) of the First Priority Term Loan Agreement no later
than the date of acceptance hereof by the Administrative Agent. The Assignee has
also attached hereto any powers of attorney or other public or private documents
requested by the Collateral Agent which are necessary to enable the Collateral
Agent to enforce any of the Security Documents on behalf of die Secured Parties.

     The Administrative Agent shall notify the Borrower of any such assignments.

     This Assignment Agreement may be executed by the Assignor and Assignee in
any number of counterparts, each of which when so executed and delivered shall
be deemed an original, but all such counterparts together shall constitute but
one and the same agreement. The delivery of an executed signature page of this
Assignment Agreement by facsimile transmission shall be effective as delivery of
a manually executed counterpart hereof. The parties hereto hereby agree to
execute and deliver such other documents or instruments as shall be necessary to
effect the purposes of this Assignment Agreement.

     This Assignment Agreement shall be governed by the laws of the State of New
York without regard to the conflicts of law provisions thereof, other than
sections 5-1401 and 5-1402 of the General Obligations Law of the State of New
York.

                            (signature page follows)

                                       B-4
<PAGE>

     IN WITNESS WHEREOF, each of the undersigned has executed and delivered this
Assignment Agreement as of the date first written above.

                                      [INSERT NAME OF ASSIGNOR]

                                      By:_______________________________________
                                          Name:
                                          Title:

                                      [INSERT NAME OF ASSIGNEE]

                                      By:_______________________________________
                                         Name:
                                         Title:

 Accepted and acknowledged
 for recording in the Register
 this_____day of____________, __

 MORGAN STANLEY SENIOR FUNDING, INC.

 By:_______________________________
    Name:
    Title:
                                      B-5
<PAGE>

[INCLUDE THE FOLLOWING ACKNOWLEDGEMENTS AND AGREEMENTS IN RESPECT OF ASSIGNMENTS
FOR LESS THAN $1,000 IF SUCH ASSIGNMENT IS FOR AN AMOUNT THAT DOES NOT
CONSTITUTE THE AGGREGATE AMOUNT OF THE FIRST PRIORITY TERM LOANS OUTSTANDING TO
THE ASSIGNOR:]

Acknowledged and Agreed:

MORGAN STANLEY SENIOR FUNDING, INC.

By:_________________________________
   Name:
   Title:

CALPINE GENERATING COMPANY, LLC

By:_________________________________
   Name:
   Title:

                                       B-6
<PAGE>

                                                                      SCHEDULE I
                                                         to Assignment Agreement

                            First Priority Term Loans

<TABLE>
<CAPTION>
 AGGREGATE AMOUNT OF                                                       PERCENTAGE OF
 FIRST PRIORITY TERM                AMOUNT OF FIRST PRIORITY              ASSIGNED FIRST
LOANS FOR ALL LENDERS                 TERM LOANS ASSIGNED               PRIORITY TERM LOANS
<S>                                 <C>                                 <C>
                                                                                %
                                                                                %
                                                                                %
                                                                                %
                                                                                %
</TABLE>

                                      B-7
<PAGE>

                                   EXHIBIT C

<PAGE>

                                                                       EXHIBIT C
                                           TO FIRST PRIORITY TERM LOAN AGREEMENT

                         [LETTERHEAD OF NON-U.S. LENDER]

                     FORM OF CERTIFICATE RE: NON-BANK STATUS

                                                Certificate Date:_______ ___,___

Morgan Stanley Senior Funding, Inc.
as the Administrative Agent
1585 Broadway
New York, NY 10036
Attention: Lisa Malone

Re:      Calpine Generating Company, LLC - Non-Bank Status

Ladies and Gentlemen:

     Reference is made to the Credit and Guarantee Agreement, dated as of March
23, 2004 (as amended, supplemented, replaced or otherwise modified from time to
time, the "First Priority Term Loan Agreement"), among Calpine Generating
Company, LLC, a Delaware limited liability company (the "Borrower"), the
guarantors from time to time party thereto, the lenders from time to time party
thereto, Morgan Stanley Senior Funding, Inc., as administrative agent (with its
successors and permitted assigns in such capacity, the "Administrative Agent")
and each of the other agents and arrangers listed on the signature pages
thereto. Unless otherwise defined herein, terms defined in the First Priority
Term Loan Agreement and used herein shall have the meanings given to them in the
First Priority Term Loan Agreement.

     [INSERT NAME OF NON-U.S. LENDER] (the "Non-U.S. Lender") is providing this
certificate pursuant to Section 2.16(e) of the First Priority Term Loan
Agreement. The Non-U.S. Lender hereby represents and warrants as follows:

     1.   The Non-U.S. Lender is the sole record and beneficial owner of the
First Priority Term Loans or the obligations evidenced by First Priority Term
Loan Note in respect of which it is providing this certificate.

     2.   The Non-U.S. Lender is not a "bank" for purposes of Section 871(h) or
881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the "Code"). In
this regard, the Non-U.S. Lender further represents and warrants that:

          (a)  the Non-U.S. Lender is not subject to regulatory or other Legal
          Requirements as a bank in any jurisdiction; and

          (b)  the Non-U.S. Lender has not been treated as a bank for purposes
          of any tax, securities law or other filing or submission made to any
          Governmental

                                      C-1
<PAGE>

          Authority, any application made to a rating agency or qualification
          for any exemption from tax, securities law or other Legal
          Requirements.

     3.   The Non-U.S. Lender is not a 10 percent shareholder of the Borrower
within the meaning of Section 871(h) or 881(c)(3)(B) of the Code.

     4. The Non-U.S. Lender is not a controlled foreign corporation receiving
interest from a related person within the meaning of Section 871 (h) or 881
(c)(3)(C) of the Code.

                            (signature page follows)

                                       C-2
<PAGE>

      IN WITNESS WHEREOF, the undersigned has duly executed this certificate by
its respective authorized representative as of the day and year first above
written.

                                        [INSERT NAME OF NON-U.S. LENDER]

                                        By:_____________________________________
                                           Name:
                                           Title:

                                      C-3
<PAGE>

                                   EXHIBIT D

<PAGE>

                                                                       EXHIBIT D
                                           TO FIRST PRIORITY TERM LOAN AGREEMENT

                          [LETTERHEAD OF THE BORROWER]

                                     FORM OF
                               CONTINUATION NOTICE

                                                           Date:_____ ___,______

Morgan Stanley Senior Funding, Inc.
as the Administrative Agent
1585 Broadway
New York, NY 10036
Attention: Lisa Malone

Re: Calpine Generating Company, LLC -Continuation Notice

Ladies and Gentlemen:

      Reference is made to the Credit and Guarantee Agreement, dated as of March
23, 2004 (as amended, supplemented, replaced or otherwise modified from time to
time, the "First Priority Term Loan Agreement"), among Calpine Generating
Company, LLC, a Delaware limited liability company (the "Borrower"), the
guarantors from time to time party thereto, the lenders from time to time party
thereto, Morgan Stanley Senior Funding, Inc., as administrative agent (with its
successors and permitted assigns in such capacity, the "Administrative Agent")
and each of the other agents and arrangers listed on the signature pages
thereto. Unless otherwise defined herein, terms defined in the First Priority
Term Loan Agreement and used herein shall have the meanings given to them in the
First Priority Term Loan Agreement.

      The Borrower hereby gives you notice, irrevocably, pursuant to Section
2.06 of the First Priority Term Loan Agreement, that the Borrower hereby
requests a [CONTINUATION] [CONVERSION] of First Priority Term Loans under the
First Priority Term Loan Agreement and, in connection therewith, sets forth
below the information relating to such [CONTINUATION] [CONVERSION] (the
"Proposed [CONTINUATION] [CONVERSION]",) as required by Section 2.06 of the
First Priority Term Loan Agreement.

      (a)   The Borrower hereby requests that First Priority Term Loans be
[CONTINUED] [CONVERTED] as follows:

            (i)   The first day of the new Interest Period in respect of the
      Proposed [CONTINUATION] [CONVERSION] is________ ______, _________ (which
      is a Business Day).

            (ii)  [IF SUCH FIRST PRIORITY TERM LOANS ARE TO BE CONTINUED WITH NO
      CHANGE IN ANY TYPE OF LOAN(1):] $___________of the currently outstanding
      principal amount of

-----------------------
(1)   LIBOR Rate Loans may only be continued in a minimum amount equal to
      $5,000,000 and in integral multiples of $1,000,000 in excess of that
      amount.

                                      D-1
<PAGE>

      First Priority Term Loans currently being maintained as First Priority
      Term Loans with an Interest Period of [ONE] [TWO] [THREE] [SIX] month(s),
      the last day of which is the day immediately preceding the first day of
      the Proposed Continuation referred to in clause (i) above, should be
      continued as $_______ of First Priority Term Loans with an Interest Period
      of [ONE] [TWO] [THREE] [SIX] month(s).

            (iii) [IF SUCH FIRST PRIORITY TERM LOANS ARE TO BE CONVERTED:]
      $________ of the currently outstanding principal amount of First Priority
      Term Loans which are [BASE RATE LOANS] [LIBOR RATE LOANS(2)] with an
      Interest Period of [ONE] [TWO] [THREE] [SIX] month(s), the last day of
      which is the day immediately preceding the first day of the Proposed
      Conversion referred to in clause (i) above, should be converted to [BASE
      RATE LOANS] [LIBOR RATE LOANS] with an Interest Period of [ONE] [TWO]
      [THREE] [SIX] month(s).

      (b)   The Borrower hereby certifies that, as of the date hereof, no
Default or Event of Default has occurred and is continuing.

                            (signature page follows)

-------------------------
(2)   LIBOR Rate Loans may only be converted upon the expiration of the Interest
      Period applicable to such LIBOR Rate Loan.

                                       D-2
<PAGE>

      IN WITNESS WHEREOF, the Borrower has caused this Continuation Notice to be
executed and delivered by a duly authorized officer of the Borrower on the date
first written above.

                                              CALPINE GENERATING COMPANY, LLC

                                              By:_______________________________
                                                 Name:
                                                 Title:

                                      D-3
<PAGE>

                                   EXHIBIT E

<PAGE>

                                                                       EXHIBIT E
                                           TO FIRST PRIORITY TERM LOAN AGREEMENT

                         CALPINE GENERATING COMPANY, LLC
                           50 WEST SAN FERNANDO STREET
                           SAN JOSE, CALIFORNIA 95113

                             FORM OF FUNDING NOTICE

                                              Certificate Date: March _, 2004(1)

Morgan Stanley Senior Funding, Inc.
as the Administrative Agent
1585 Broadway
New York, NY 10036
Attention: Lisa Malone

Re: Calpine Generating Company, LLC - Funding Notice

Ladies and Gentlemen:

      Reference is made to the Credit and Guarantee Agreement, dated as of March
23, 2004 (as amended, supplemented, replaced or otherwise modified from time to
time, the "Term Loan Agreement"), among Calpine Generating Company, LLC, a
Delaware limited liability company (the "Borrower"), the guarantors from time to
time party thereto, the lenders from time to time party thereto, Morgan Stanley
Senior Funding, Inc., as administrative agent (with its successors (and
permitted assigns) in such capacity, the "Administrative Agent") and each of the
other agents and arrangers listed on the signature pages thereto. Unless
otherwise defined herein, terms defined in the First Priority Term Loan
Agreement and used herein shall have the meanings given to them in the First
Priority Term Loan Agreement.

      The Borrower hereby gives you notice in accordance with Section 2.01 of
the First Priority Term Loan Agreement that the Borrower irrevocably requests
that a First Priority Term Loan be made on March 23, 2004 (which date is a
Business Day), which shall be a LIBOR Rate Loan in an aggregate principal amount
of $600,000,000 with an initial Interest Period ending March 31, 2004.

                            (signature page follows)

------------------------------
(1)   The Borrower must deliver the Funding Notice to the Administrative Agent
      or before the date which is three Business Days prior to the Closing Date.

                                      E-1
<PAGE>

      IN WITNESS WHEREOF, the Borrower has caused this Funding Notice to be
executed and delivered by a duly authorized officer of the Borrower on the date
first written above.

                                              CALPINE GENERATING COMPANY, LLC

                                              By:_______________________________
                                                 Name:
                                                 Title:

                                      E-2
<PAGE>

                                   EXHIBIT F

<PAGE>

                                                                       EXHIBIT F
                                           TO FIRST PRIORITY TERM LOAN AGREEMENT

                        FORM OF FIRST PRIORITY TERM NOTE

$__________________                                       ____________,_________

      FOR VALUE RECEIVED, the undersigned, Calpine Generating Company, LLC, a
Delaware limited liability company (the "Borrower"), hereby unconditionally
promises to pay to the order of _______________________ (the "Lender") the
principal sum in immediately available funds, of _______________________________
or such lesser amount as may be outstanding from time to time hereunder pursuant
to the First Priority Term Loan Agreement (as defined below). The Borrower
further agrees to pay interest in like money at the Principal Office on the
unpaid principal amount hereof from time to time outstanding at the rates and on
the dates specified in Section 2.05 of the First Priority Term Loan Agreement.

      The holder of this First Priority Term Loan Note is authorized to endorse
on the schedules annexed hereto and made a part hereof, or on a continuation
thereof which shall be attached hereto and made a part hereof, the date and
amount of each payment or prepayment of principal hereof, each continuation
hereof and the length of each Interest Period with respect hereto. Each such
endorsement shall constitute prima facie evidence of the accuracy of the
information endorsed. The failure to make any such endorsement or any error in
any such endorsement shall not affect the obligations of the Borrower in respect
of any First Priority Term Loan.

      This First Priority Term Loan Note (a) is one of the First Priority Term
Loan Notes referred to in the Credit and Guarantee Agreement, dated as of March
23, 2004 (as amended, supplemented, replaced or otherwise modified from time to
time, the "First Priority Term Loan Agreement"), among the Borrower, the
guarantors from time to time party thereto, the lenders from time to time party
thereto, Morgan Stanley Senior Funding, Inc., as administrative agent (with its
successors and permitted assigns in such capacity, the "Administrative Agent")
and each of the other agents and arrangers listed on the signature pages
thereto; (b) is subject to the provisions of the First Priority Term Loan
Agreement and (c) is subject to voluntary and mandatory prepayment in whole or
in part as provided in the First Priority Term Loan Agreement. This First
Priority Term Loan Note is secured and guaranteed as provided in the First
Priority Term Loan Documents. Reference is hereby made to the First Priority
Term Loan Documents for a description of the properties and assets in which a
security interest has been granted, the nature and extent of the security and
the guarantees, the terms and conditions upon which the security interests and
each guarantee were granted and the rights of the holder of this First Priority
Term Loan Note in respect thereof.

      Upon the occurrence of any Event of Default, all principal and all accrued
interest then remaining unpaid on this First Priority Term Loan Note shall
become, or may be declared to be, immediately due and payable, all as provided
in, and subject to, the First Priority Term Loan Agreement.

                                      F-1
<PAGE>

      All parties now and hereafter liable with respect to this First Priority
Term Loan Note, whether maker, principal, surety, guarantor, endorser or
otherwise, hereby waive presentment, demand, protest and all other notices of
any kind.

      This First Priority Term Loan Note is subject to the limitations on
recourse set forth in Section 12.22 of the First Priority Term Loan Agreement.

      Repayments of principal, interest and all other amounts due with respect
to or in connection with this First Priority Term Loan Note are subject to the
terms of the Collateral Trust Agreement (as defined in the First Priority Term
Loan Agreement).

      Unless otherwise defined herein, terms defined in the First Priority Term
Loan Agreement and used herein shall have the meanings given to them in the
First Priority Term Loan Agreement.

      This First Priority Term Loan Note has been delivered in New York, New
York and shall be deemed to be a contract made under, governed by and construed
in accordance with the laws of the State of New York without regard to the
conflict of law provisions thereof (other than sections 5-1401 and 5-1402 of the
General Obligations Law of the state of New York).

                                              CALPINE GENERATING COMPANY, LLC

                                              By:_______________________________
                                                 Name:
                                                 Title:

                                      F-2
<PAGE>

                                                                      Schedule A
                                                to First Priority Term Loan Note

      FIRST PRIORITY TERM LOANS AND REPAYMENTS OF FIRST PRIORITY TERM LOANS

<TABLE>
<CAPTION>
    Date      Amount of First Priority Term Loans  Type of Loan  Interest Period   Amount of Principal Repaid  Notation Made By
    ----      -----------------------------------  ------------  ---------------   --------------------------  ----------------
<S>           <C>                                  <C>           <C>               <C>                         <C>
------------  -----------------------------------  ------------  ---------------   --------------------------  ----------------
------------  -----------------------------------  ------------  ---------------   --------------------------  ----------------
------------  -----------------------------------  ------------  ---------------   --------------------------  ----------------
------------  -----------------------------------  ------------  ---------------   --------------------------  ----------------
------------  -----------------------------------  ------------  ---------------   --------------------------  ----------------
------------  -----------------------------------  ------------  ---------------   --------------------------  ----------------
------------  -----------------------------------  ------------  ---------------   --------------------------  ----------------
------------  -----------------------------------  ------------  ---------------   --------------------------  ----------------
------------  -----------------------------------  ------------  ---------------   --------------------------  ----------------
------------  -----------------------------------  ------------  ---------------   --------------------------  ----------------
------------  -----------------------------------  ------------  ---------------   --------------------------  ----------------
------------  -----------------------------------  ------------  ---------------   --------------------------  ----------------
------------  -----------------------------------  ------------  ---------------   --------------------------  ----------------
</TABLE>

<PAGE>

                                   EXHIBIT G

<PAGE>

                                                                       EXHIBIT G
                                           TO FIRST PRIORITY TERM LOAN AGREEMENT

                                                                FORM OF OPINIONS

     SEE TABS 61 THROUGH 91 APPEARING IN SECTION VII OF THE CLOSING DOCUMENTS
                          AND DESCRIBED HEREIN BELOW:

                               VII. LEGAL OPINIONS

Opinion of SR, dated March 23, 2004 relating to the transaction

Opinion of SR, dated March 23, 2004, relating to Affiliate Documents

Opinion of SR, dated March 23, 2004, relating to Environmental Laws

Opinion of CB, dated March 23, 2004, relating to Notes

Opinion of CB, dated March 23, 2004, relating to Term Loans

Opinion of CB, dated March 23, 2004, relating to Revolving Loans

Opinion of CB, dated March 23, 2004, relating to certain tax matters

Opinion of Davis Wright Tremaine LLP, special regulatory counsel to Calpine,
dated March 23, 2004 (Federal, California and Washington Regulatory Opinion)

Opinion of Ron Fischer, Deputy General Counsel of Calpine, dated March 23, 2004

Opinion of LW, Counsel to MS, dated March 23, 2004

LW, Counsel to MS, Negative Assurance Letter, dated March 23, 2004

Opinion of Maynard, Cooper & Gale, P.C., local Alabama Counsel, dated March
23, 2004, relating to certain Regulatory matters of CalGen, CalGen Finance, and
Decatur ProjectCo

Opinion of Maynard, Cooper & Gale, P.C., local Alabama Counsel, dated March
23, 2004, relating to certain Regulatory matters of CalGen, CalGen Finance, and
Morgan ProjectCo

Opinion of Maynard, Cooper & Gale, P.C., local Alabama Counsel, dated March
23, 2004, relating to certain Zoning and Land Use Matters of CalGen, CalGen
Finance, Decatur ProjectCo and Morgan ProjectCo

Opinion of Harris, Caddell & Shanks, P.C., local Alabama Counsel, dated March
23, 2004, relating to certain Zoning and Land Use Matters of CalGen, CalGen
Finance, Decatur ProjectCo and Morgan ProjectCo

Opinion of Ellison, Schneider & Harris L.L.P., local California Counsel, dated
March 23, 2004, relating to certain Permitting Matters of CalGen, CalGen
Finance, and Delta ProjectCo

Opinion of Ellison, Schneider & Harris L.L.P., local California Counsel, dated
March 23, 2004, relating to certain Permitting Matters of CalGen, CalGen
Finance, and Los Medanos ProjeetCo

Opinion of Thelen Reid & Priest LLP, local California Counsel, dated March
23, 2004, relating to certain Permitting Matters of CalCen, CalGen Finance, and
Pastoria ProjectCo

Opinion of Winston & Strawn LLP, local Illinois Counsel, dated March 23, 2004,
relating to certain Project Documents, Transaction, and Real Estate Matters of
Cal Gen, CalGen Finance and Zion ProjectCo

Opinion of Winston & Strawn LLP, local Illinois Counsel, dated March 23, 2004,
relating to certain Permitting and Regulatory Matters of CalGen, CalGen Finance
and Zion ProjectCo

Opinion of Kean, Miller, Hawthorne, D'Armond, McCowan & Jannan, L.L.P., local
Louisiana Counsel, dated March 23, 2004, relating to certain Project Documents,
Transaction, and Real Estate Matters of

<PAGE>

CalGen, CalGen Finance, and Carville ProjectCo

Opinion of Kean, Miller, Hawthorne, D'Armond, McCowan & Jannan, L.L.P., local
Louisiana Counsel, dated March 23, 2004, relating to Permitting and Regulatory
Matters of CalGen, CalGen Finance, and Carville ProjectCo

Opinion of Fellers, Snider, Blankenship, Bailey & Tippens, P.C., local Oklahoma
Counsel, dated March 23, 2004, relating to certain Project Documents,
Transaction, and Real Estate Matters of CalGen, CalGen Finance, and Oneta
ProjectCo

Opinion of Fellers, Snider, Blankenship, Bailey & Tippens, P.C., local Oklahoma
Counsel, dated March 23, 2004, relating to Permitting and Regulatory Matters of
CalGen, CalGen Finance, and Oneta ProjectCo

Opinion of McNair Law Firm, PA, local South Carolina Counsel, dated March
23, 2004, relating to Project Documents/Transaction/Real Estate Matters

Opinion of Kilpatrick Stockton LLP, local South Carolina Counsel, dated March
23, 2004, relating to Regulatory Matters of CalGen, CalGen Finance, and Columbia
ProjectCo

Opinion of McNair Law Firm, P.A., local South Carolina Counsel, dated March
23, 2004, relating to Regulatory Matters of CalGen and Columbia ProjectCo

Opinions of Bracewell & Patterson L.L.P., local Texas Counsel, dated March
23, 2004, relating to Permitting and Regulatory Matters of CalGen, CalGen
Finance, Baytown ProjectCo, and the Baytown Energy Center

Opinions of Bracewell & Patterson L.L.P., local Texas Counsel, dated March
23, 2004, relating to Permitting and Regulatory Matters of CalGen, CalGen
Finance, Channel ProjectCo, and the Channel Energy Center

Opinions of Bracewell & Patterson L.L.P., local Texas Counsel, dated March
23, 2004, relating to Permitting and Regulatory Matters of CalGen, CalGen
Finance, Corpus Christi ProjectCo, and the Corpus Christi Energy Center

Opinions of Bracewell & Patterson L.L.P., local Texas Counsel, dated March
23, 2004, relating to Permitting and Regulatory Matters of CalGen, CalGen
Finance, Freestone ProjectCo, and the Freestone Energy Center

<PAGE>

                                   SCHEDULE A

<PAGE>

                                                                      SCHEDULE A
                                           TO FIRST PRIORITY TERM LOAN AGREEMENT

                          THIRD PARTY PROJECT DOCUMENTS

Baytown

      1.    Energy Services Agreement, dated as of January 12, 2000, between
            Bayer Corporation and Baytown Energy Center, L.P. (as assignee of
            Calpine Construction Finance Company, L.P.), as amended by Amendment
            of Project Documents dated as of August 13, 2002.

      2.    Services Agreement, dated as of January 12, 2000, between Bayer
            Corporation and Baytown Energy Center, L.P. (as assignee of Calpine
            Construction Finance Company, L.P.), as amended by Amendment of
            Project Documents, dated as of August 13, 2002.

      3.    Ground Lease and Easement Agreement, dated as of January 12, 2000,
            between Bayer Corporation and Baytown Energy Center, L.P. (as
            assignee of Calpine Construction Finance Company, L.P.), as amended
            by Amendment of Project Documents, dated as of August 13, 2002.

Carville

      1.    Energy Services Agreement, dated as of December 28, 1999, between
            Cos-Mar Incorporated and Carville Energy LLC, as amended by
            Amendment No. 1 to Energy Services Agreement, dated as of April 30,
            2000, and Amendment No. 2 to Energy Services Agreement, dated as of
            June 26, 2001.

      2.    Agreement for Purchased Power from Qualified Cogeneration Facility,
            dated as of August 31, 2002, between Entergy Gulf States, Inc. and
            Carville Energy LLC.

Channel

      1.    Energy Services Agreement, dated as of January 25, 2000, between
            Lyondell-Citgo Refining LP and Channel Energy Center, L.P. (as
            assignee of Calpine Construction Finance Company, L.P.).

      2.    Facility Services Agreement, dated as of January 25, 2000, between
            Lyondell-Citgo Refining LP and Channel Energy Center, L.P. (as
            assignee of Calpine Construction Finance Company, L.P.).

      3.    Operating Lease Agreement, dated as of January 25, 2000, between
            Lyondell-Citgo Refining LP and Channel Energy Center, L.P. (as
            assignee of Calpine Construction

                                 Schedule A-2-1
<PAGE>

            Finance Company, L.P.), as amended by Amendment No. 1 to Operating
            Lease Agreement, dated as of March 30, 2001.

      4.    Amended and Restated Ground Lease and Easement Agreement, dated as
            of October 30, 2001, between Lyondell-Citgo Refining LP and Channel
            Energy Center, L.P.

Columbia

      1.    Energy Services Agreement, dated as of August 15, 2000, between
            Eastman Chemical Company and Columbia Energy LLC, as amended by
            First Amendment to Energy Services Agreement, dated as of August 1,
            2001, and Second Amendment to Energy Services Agreement, dated as of
            October 1, 2002.

      2.    Amended and Restated Ground Lease Agreement, dated as of August 1,
            2001, between Eastman Chemical Company and Columbia Energy LLC, as
            amended by First Amendment to Amended and Restated Ground Lease
            Agreement, dated as of October 22, 2002.

Corpus Christi

      1.    Energy Services Agreement, dated as of March 23, 1999, between
            Corpus Christi Cogeneration LP (as assignee of Nueces Bay Energy
            LLC) and Citgo Refining and Chemicals, L.P., as amended by Amendment
            No. 1 to Energy Services Agreement, dated as of March 22, 2001, and
            Second Amendment of Energy Services Agreement, dated as of August
            24, 2001.

      2.    Restated Energy Services Agreement - Steam, dated as of July 26,
            2002, between Corpus Christi Cogeneration LP and Elementis Chromium
            L.P.

      3.    Energy Services Agreement, dated as of July 24, 2003, between Corpus
            Christi Cogeneration LP and Flint Hills Resources, LP.

      4.    Project Site Lease Agreement, dated as of June 21, 1999, between
            Corpus Christi Cogeneration LP (as assignee of Nueces Bay Energy
            LLC) and Citgo Refining and Chemicals, L.P., as amended by First
            Amendment of Project Site Lease Agreement, dated as of August
            24, 2001.

Decatur

      1.    Second Amended and Restated Lease, Steam Sales and Shared Services
            Agreement, dated as of January 31, 2001, between Solutia Inc. and
            Decatur Energy Center, LLC, as amended by First Amendment to Second
            Amended and Restated Lease, Steam Sales and Shared Services
            Agreement, dated as of June 28, 2001, Second Amendment to Second
            Amended and Restated Lease, Steam Sales and Shared Services
            Agreement, dated as of August 13, 2001, Third Amendment to Second
            Amended and Restated Lease, Steam Sales and Shared Services
            Agreement, dated as of October 31, 2001, Fourth Amendment

                                 Schedule A-2-2
<PAGE>

            to Second Amended and Restated Lease, Steam Sales and Shared
            Services Agreement, dated as of January 28, 2002, and Fifth
            Amendment to Second Amended and Restated Lease, Steam Sales and
            Shared Services Agreement, dated as of October 7, 2002.

      2.    Power Purchase Agreement, dated as of June 21, 2002, between Decatur
            Energy Center, LLC and Tennessee Valley Authority.

Delta

      1.    Merchant Plant Lease, dated as of April 13, 2000, between The Dow
            Chemical Company and Delta Energy Center, LLC (as assignee of
            Calpine Construction Finance Company, L.P.), as amended by First
            Amendment to Merchant Plant Lease, dated as of July 31, 2001, Second
            Amendment to Merchant Plant Lease, dated as of December 14, 2001,
            Third Amendment to Merchant Plant Lease, dated as of February 20,
            2003, and Fourth Amendment to Merchant Plant Lease, dated as of
            February 20, 2003.

      2.    Must-Run Service Agreement, dated as of February 10, 2003, between
            Delta Energy Center LLC and California Independent System Operator
            Corporation and Offer Letter from Delta Energy Center LLC to
            California Independent System Operator Corporation for Provision of
            RMR Services in 2004.

Freestone

None.

Los Medanos

      1.    Energy Purchase and Sale Agreement, dated as of December 21, 1998,
            between USS- POSCO Industries and Los Medanos Energy Center, LLC (as
            successor in interest to Pittsburg District Energy Facility, LLC),
            as amended by Modification Agreement (First Amendment to Energy
            Purchase and Sale Agreement), dated as of June 30, 1999, and Second
            Amendment to Energy Purchase and Sale Agreement, dated as of April
            30, 2001

      2.    Ground Lease Agreement, dated as of October 4, 1999, between
            USS-POSCO Industries and Los Medanos Energy Center, LLC (as
            successor in interest to Pittsburg District Energy Facility, LLC),
            as amended by First Amendment to Ground Lease Agreement, dated as of
            August 25, 2000, Second Amendment to Ground Lease Agreement, dated
            as of October 30, 2000, Third Amendment to Ground Lease Agreement,
            dated as of July 6, 2001, and Fourth Amendment to Ground Lease
            Agreement, dated as of May 31, 2002.

      3.    Energy Supply Arrangements with Dow comprising: Binding Letter of
            Intent, dated as of December 10, 2002, among The Dow Chemical
            Company, Los Medanos Energy Center, LLC, Calpine Pittsburg, LLC, and
            Delta Energy Center, LLC; Steam Supply Agreement, dated as of
            December 10, 2002, between Calpine Pittsburg, LLC and Los Medanos
            Energy Center, LLC; and Agreement Regarding Power and Steam Supply,
            dated as of

                                 Schedule A-2-3
<PAGE>

            December 10, 2002, among Calpine Pittsburg, LLC, Los Medanos Energy
            Center, LLC, and Delta Energy Center, LLC.

      4.    Amended and Restated Must-Run Service Agreement, dated June 17,
            2003, between Los Medanos Energy Center, LLC and California
            Independent System Operator Corporation.

Morgan

      1.    Project Agreement, dated as of June 1, 2000, between BP Amoco
            Chemical Company and Morgan Energy Center, LLC (as assignee of
            Calpine Construction Finance Company, L.P.), as amended by First
            Amendment to Project Agreement, dated as of August 20, 2001.

      2.    Energy Sales Agreement, dated as of June 1, 2000, between BP Amoco
            Chemical Company and Morgan Energy Center, LLC (as assignee of
            Calpine Construction Finance Company, L.P.), as amended by First
            Amendment to Energy Sales Agreement, dated as of August 20, 2001,
            and Second Amendment to Energy Sales Agreement, dated as of July
            31, 2003.

      3.    Site Interface Agreement, dated as of September 29, 2000, between BP
            Amoco Chemical Company and Morgan Energy Center, LLC (as assignee of
            Calpine Construction Finance Company, L.P.).

      4.    Land Lease, dated as of September 29, 2000, between BP Amoco
            Chemical Company and Morgan Energy Center, LLC (as assignee of
            Calpine Construction Finance Company, L.P.), as amended by First
            Amendment of Land Lease and Memorandum of Lease and Grant of
            Easements, dated as of August 20, 2001, and Second Amendment of Land
            Lease and Memorandum of Lease and Grant of Easements, dated as of
            December 13, 2001.

      5.    Power Purchase Agreement, dated as of June 19, 2003, between Morgan
            Energy Center, LLC and Tennessee Valley Authority.

Oneta

None.

Pastoria

      1.    Ground Lease, dated as of July 19, 2001, between Tejon Ranchcorp and
            Pastoria Energy Facility L.L.C., as amended by Landlord
            Non-disturbance and Consent Agreement, dated as of September 28,
            2001.

Zion

                                 Schedule A-2-4
<PAGE>

      1.    Amended and Restated Fuel Conversion Services Agreement, dated as of
            April 28, 2003, between Zion Energy LLC and Wisconsin Electric Power
            Company.

                                 Schedule A-2-5
<PAGE>

                                 SCHEDULE 2.09

<PAGE>

                                                                   SCHEDULE 2.09
                                           TO FIRST PRIORITY TERM LOAN AGREEMENT

                              AMORTIZATION SCHEDULE

<TABLE>
<CAPTION>
                         PERCENTAGE OF ORIGINAL PRINCIPAL
 PAYMENT DATE             AMOUNT PAYABLE ON SUCH DATE
--------------           --------------------------------
<S>                      <C>
July 1, 2007                         0.250%
October 1, 2007                      0.250%
January 1, 2008                      0.250%
April 1, 2008                        0.250%
July 1, 2008                         0.250%
October 1, 2008                      0.250%
January 1, 2009                      0.250%
</TABLE>

All remaining principal of the First Priority Term Loans will be payable on
April 1, 2009.

                                 Schedule 2.09-1
<PAGE>

                                 SCHEDULE 4.01

<PAGE>

                                                                   SCHEDULE 4.01
                                           TO FIRST PRIORITY TERM LOAN AGREEMENT

                                CAPITAL STRUCTURE

                                 [SEE ATTACHED]

                                 Schedule 4.01-1
<PAGE>

                                                                   SCHEDULE 4.01
                                           TO FIRST PRIORITY TERM LOAN AGREEMENT

                         [CAPITAL STRUCTURE FLOW CHART]

<PAGE>

                                  SCHEDULE 4.11

<PAGE>

                                                                   SCHEDULE 4.11
                                           TO FIRST PRIORITY TERM LOAN AGREEMENT

                                   LITIGATION

      We are party from time to time to various litigation matters arising in
the normal course of business. On July 22, 2003, PG&E filed with CPUC a
complaint and request for immediate issuance of an order to show cause against
Calpine, CPN Pipeline Company, CES, Calpine Natural Gas Company and LGS. The
complaint requests that CPUC issue an order requiring the defendants to (i) show
cause why they should not be ordered to cease and desist from using any direct
interconnections between the facilities of CPN Pipeline Company and those of
LGS, unless such parties first seek and obtain regulatory approval from CPUC,
and (ii) pay to PG&E any underpayments of PG&E's tariffed transportation rates
and to make restitution for any profits earned from any business activity
related to LGS' direct interconnections to any entity other than PG&E. The
complaint also seeks an order permanently enjoining LGS and any entity other
than PG&E from entering into or utilizing direct interconnections with LGS, and
directing defendants to pay to PG&E any underpayments of PG&E's tariffed
transportation rates and to make restitution for any profits earned from any
business activity related to LGS' direct interconnections to any entity other
than PG&E. The complaint also alleges that various natural gas consumers,
including Calpine-affiliated generation facilities within California, are
engaged with defendants in the acts complained of, and that the defendants
unlawfully bypass PG&E's system and operate as an unregulated local distribution
company within PG&E's service territory. On August 27, 2003, Calpine filed its
answer and a motion to dismiss, which was denied on October 16, 2003.

      On January 15, 2004, PG&E, the Calpine entities and LGS entered into the
Settlement which would resolve all issues raised by the complaint. Although the
Settlement became effective as of January 15, 2004, certain of its terms will
only become effective upon approval of the Settlement by CPUC, and in the event
that CPUC does not approve the Settlement certain of its provisions will become
null and void. Upon approval of the Settlement by CPUC, PG&E would be paid $2.7
million and the parties would release all claims relating to prior periods. PG&E
also would agree not to pursue any new claim of unauthorized public utility
activity against the Calpine entities named in the complaint, except insofar as
such new claim raises matters not raised in the complaint, or with respect to a
change in the facts and circumstances relating to alleged unauthorized public
utility activity from those facts and circumstances existing as of January 15,
2004. As provided by the Settlement, the direct interconnections between CPN
Pipeline and LGS have been shut down pending possible future regulatory action.

      In accordance with the procedural schedule adopted by the presiding
administrative law judge, a settlement meeting was conducted pursuant to CPUC
settlement procedures on January 26, 2004. The settling parties filed a motion
for approval of the Settlement on February 6. Comments on the Settlement were
due March 8, and no party filed comments opposing any provision of the
settlement agreement. Reply comments are due March 23.

                                Schedule 4.11-1
<PAGE>

      The complaint does not name us or our facilities as defendants. However,
if the Settlement is not approved, there can be no assurances that this
litigation will not adversely affect CPN Pipeline Company's ability to perform
its obligations under the Cotenancy, Operating and Maintenance Agreement among
CPN Pipeline Company, Gilroy Energy Center, LLC, the Delta facility and the Los
Medanos facility.

      On June 11, 2003, the Estate of Darrell Jones and the Estate of Cynthia
Jones filed a complaint against Calpine in the U.S. District Court, Western
District of Washington. Calpine purchased Goldendale Energy, Inc., a Washington
corporation, from Darrell Jones. The agreement provided, among other things,
that upon substantial completion of the Goldendale facility, Calpine would pay
Mr. Jones (i) $6.0 million and (ii) $18.0 million less $0.2 million per day for
each day that elapsed between July 1, 2002 and the date of substantial
completion. Substantial completion of the Goldendale facility has not occurred
and the daily reduction in the payment amount has reduced the $18.0 million
payment to zero. The complaint alleges that by not achieving substantial
completion by July 1, 2002, Calpine breached its contract with Mr. Jones,
violated a duty of good faith and fair dealing, and caused an inequitable
forfeiture. The complaint seeks damages in an unspecified amount in excess of
$75,000. On July 28, 2003, Calpine filed a motion to dismiss the complaint for
failure to state a claim upon which relief can be granted. The court granted
Calpine's motion to dismiss the complaint on March 10, 2004. The plaintiffs may
appeal, and could also seek reconsideration of the decision.

      The ultimate outcome of these matters cannot presently be determined, nor
can the liability that could potentially result from a negative outcome in each
case presently be reasonably estimated.

                                Schedule 4.11-2
<PAGE>

                                SCHEDULE 4.18(B)

<PAGE>

                                                               SCHEDULE 4.18 (B)
                                           TO FIRST PRIORITY TERM LOAN AGREEMENT

                              QUALIFYING FACILITIES

1.    Baytown Energy Center, LP

2.    Carville Energy LLC

3.    Channel Energy Center, LP

4.    Corpus Christi Cogeneration LP

5.    Columbia Energy LLC

6.    Decatur Energy Center, LLC

7.    Los Medanos Energy Center LLC

8.    Morgan Energy Center, LLC

                               Schedule 4.18(b)-1
<PAGE>

                                SCHEDULE 4.18(C)

<PAGE>

                                                                SCHEDULE 4.18(C)
                                           TO FIRST PRIORITY TERM LOAN AGREEMENT

                           EXEMPT WHOLESALE GENERATORS

1.    Delta Energy Center, LLC

2.    Goldendale Energy Center, LLC

3.    Pastoria Energy Center L.L.C.

4.    Freestone Power Generation LP

5.    Calpine Oneta Power, L.P.

6.    Zion Energy LLC

                               Schedule 4.18(c)-1