<PAGE>

                                                                    EXHIBIT 10.2

                                                               EXECUTION VERSION

THE LOANS TO BE MADE HEREUNDER SHALL BE ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR
UNITED STATES FEDERAL INCOME TAX PURPOSES AND ARE SUBJECT TO TREASURY
REGULATIONS REGARDING THE REPORTING OF ORIGINAL ISSUE DISCOUNT. FURTHER
INFORMATION MAY BE OBTAINED BY SUBMITTING A REQUEST TO THE CHIEF FINANCIAL
OFFICER OF THE COMPANY AT 50 WEST SAN FERNANDO STREET, 5TH FLOOR, SAN JOSE,
CALIFORNIA 95113.
================================================================================

                                  $100,000,000

            SECOND PRIORITY SECURED INSTITUTIONAL TERM LOANS DUE 2010

                         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 SECOND PRIORITY TERM LOANS

SECTION 2.01.    Second Priority Term Loans...........................................     48
SECTION 2.02.    Amount of Second Priority Term Loans; Availability of Funds..........     49
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 2.1l.    Mandatory Repayment Offers...........................................     54
SECTION 2.12.    General Provisions Regarding Payments................................     56
SECTION 2.13.    Ratable Sharing......................................................     57
SECTION 2.14.    Making or Maintaining Second 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......................................     65
SECTION 3.06.    Security.............................................................     65
SECTION 3.07.    Consummation of Notes Offering, First Priority Term Loan
                    Agreement, Revolving Loan Agreement and Second 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
<PAGE>

<TABLE>
<S>                                                                                        <C>
SECTION 3.1l.    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...............................................     72
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.......................................................     73
SECTION 4.09.    Intellectual Property Rights.........................................     73
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...............................................     75
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.......................................................     77
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 5.1l.    Payments for Consent.................................................     89
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......................................................     90
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..........................................     91
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.........................................................     94
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...................................................     98
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.
                      SECOND 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 Second Priority Term
                    Loan Obligations..................................................    102
SECTION 11.06.   Guarantee Absolute and Unconditional.................................    103
SECTION 11.07.   Waiver...............................................................    105
SECTION 11.08.   Bankruptcy...........................................................    106
SECTION 11.09.   Reinstatement........................................................    108
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.......................................    117
SECTION 12.10.   Marshalling; Payments Set Aside......................................    117
SECTION 12.1l.   Severability.........................................................    117
SECTION 12.12.   Second Priority Term Loan Obligations Several; Independent
                    Nature of Lenders' Rights.........................................    117
SECTION 12.13.   Headings.............................................................    117
SECTION 12.14.   Applicable Law.......................................................    118
SECTION 12.15.   Consent to Jurisdiction..............................................    118
SECTION 12.16.   Waiver Of Jury Trial.................................................    118
SECTION 12.17.   Confidentiality......................................................    119
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...................    121
</TABLE>

                                       iv
<PAGE>

APPENDICES:
Appendix A: Initial Second 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: Second Priority Term Loan Note
Exhibit G: Form of Opinions

SCHEDULES:
Schedule A:       Third 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), $100,000,000 in aggregate principal
amount of second priority secured institutional term loans due 2010 (the "Second
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, $600,000,000
         in aggregate principal amount of first priority secured institutional
         term loans due 2009 (the "First Priority Term Loans" and, together with
         the Second Priority Term Loans, the "Term Loans"), pursuant to a Credit
         and Guarantee Agreement, dated as of the date hereof (the "First
         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 "First 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 Second 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 Second Priority Term
Loans and all other Second 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 First 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
Second Priority Term Loans).

         "Affected Loans" is defined in Section 2.14 (Making or Maintaining
Second 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 Second 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 Second 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 Second Priority Term Loan is to be determined, or (b) any
category of extensions of credit or other assets which include Second Priority
Term Loans. Each Second 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 Second 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 ease 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,
sequestrate, 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 Second 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-l (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-l (or its equivalent) or higher from Moody's and A-l (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 First 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 First 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 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 Second 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
                  Second 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 Second 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 First 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 the First Priority Term Loan 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

                                       19
<PAGE>

Second Priority 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 the First Priority Term Loan 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 the First Priority Term Loan
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 under the First Priority Term Loan Agreement, the First Priority
Term Loan Administrative Agent and the lenders under the Revolving Loan
Agreement).

                                       20
<PAGE>

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

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

         "First Priority Term Loan Documents" means the First Priority Term Loan
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 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 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:

                  (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;

                                       21
<PAGE>

                  (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

                  (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.

                                       22
<PAGE>

        "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 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.

                                       23
<PAGE>

         "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

                  (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;

                                       24
<PAGE>

                  (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.

         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.

                                       25
<PAGE>

         "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).

         "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 Second 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,

                                       26
<PAGE>

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.

         "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.

                                       27
<PAGE>

         "LIBOR Rate Loan" means a Second 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 First 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.

         "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 Second Priority

                                       28
<PAGE>

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, 2010 and (b) the date
that all Second 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 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

                                       29

<PAGE>

         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.

         "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).

                                       30

<PAGE>

         "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 Second Priority Term Loan Documents or
from the execution, delivery or enforcement of, or otherwise with respect to,
any of the Second 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:

                  (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

                                       31

<PAGE>

         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 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

                                       32

<PAGE>

         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;

                  (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;

                                       33

<PAGE>

         (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 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;

                                       34

<PAGE>

         (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;

         (p)      Liens hot 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;

                                       35

<PAGE>

         (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

                  (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.

                                       36

<PAGE>

         "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.

         "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 Second 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).

                                       37

<PAGE>

         "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
Second 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.

         "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 Second Priority Term Loans (or, at any time
prior to the funding of the Second Priority Term Loans, the Second Priority Term
Loan Commitments). For this purpose only, Second 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).

                                       38

<PAGE>

         "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.

         "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 this 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.

                                       39

<PAGE>

         "Second Priority Lien Debt" means, collectively, (a) the Second
Priority Notes, (b) the Indebtedness under this 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 this Agreement, the Second
Priority Notes, the Guarantees related thereto, the Second Priority Indenture,
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.

         "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 Administrative Agent and the Lenders).

         "Second Priority Term Loan Commitment" means the commitment of a Lender
to make or otherwise fund a Second Priority Term Loan and "Second Priority Term
Loan Commitments" means such commitments of all Lenders in the aggregate. The
aggregate amount of the Second Priority Term Loan Commitments as of the Closing
Date is $100,000,000.

                                       40

<PAGE>

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

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

         "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 Loan Secured Obligations Termination Date" means
the date on which all Second 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 Second 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.

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

         "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.

                                       41

<PAGE>

         "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 Collateral in favor
of the Collateral Agent with respect to the Second 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;

                                       42

<PAGE>

                  (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 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.

                                       43

<PAGE>

         "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 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

                                       44

<PAGE>

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.

         "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).

                                       45

<PAGE>

         "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.

         "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 Second 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'

                                       46

<PAGE>

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.

         "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 Second 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 Second 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 Second 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.

                                       47

<PAGE>

         (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 Second 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
Second Priority Term Loan Documents and instruments and 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 Second Priority Term Loan Documents and instruments
and documents entered into and delivered in connection therewith.

                                   ARTICLE II.

                         THE SECOND PRIORITY TERM LOANS

SECTION 2.01. Second Priority Term Loans.

         (a)      Second Priority Term Loan Commitments. Subject to the terms
and conditions hereof, each Lender severally agrees to make, on the Closing
Date, a Second Priority Term Loan to the Borrower in an amount equal to 98.50%
of such Lender's Second Priority Term Loan Commitment (it being acknowledged and
agreed that each Lender is funding its Second Priority Term Loan at a discount
of 1.50% of the principal amount thereof). The Borrower may make only one
borrowing under the Second 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
Second Priority Term Loans shall be paid in full no later than the Maturity
Date. Each Lender's Second Priority Term Loan Commitment shall terminate
immediately and without further action upon the funding by such Lender of its
Second Priority Term Loan Commitment.

         (b)      Borrowing Mechanics for Second 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 Second 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
         Second Priority Term Loans

                                       48

<PAGE>

         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 Second
         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 Second Priority Term Loans; Availability of Funds.

         (a)      Amount of Second Priority Term Loans. All Second Priority Term
Loans shall be made by the Lenders simultaneously in the amount of their
respective Second Priority Term Loan Commitments, it being understood that no
Lender shall be responsible for any default by any other Lender in such other
Lender's obligation to make a Second Priority Term Loan hereunder nor shall any
Second 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 Second 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 Second 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 Second Priority Term Loans. Nothing in this
Section 2.02(b) shall be deemed to relieve any Lender from its obligation to
fulfill its Second 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 Second Priority Term Loans
shall be applied (together with the net proceeds from the making of the First
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 Second Priority Term
Loans shall be used in any manner that causes or might cause the funding of the
Second 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.

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         (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 Second 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
Second 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.

         (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 Second 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 Second Priority Term Loans, and each repayment or prepayment in respect of
the principal amount of the Second 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
Second 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)      Second 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 Second
Priority Term Loan Note to evidence such Lender's Second Priority Term Loan.

SECTION 2.05. Interest.

         (a)      Except as otherwise set forth herein, the Second 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 4.75% per
                  annum; or

                  (ii)     if a LIBOR Rate Loan, at the Adjusted LIBOR Rate plus
                  5.75% per annum.

Notwithstanding anything contained herein to the contrary, during the period
from the Closing Date through March 31, 2004, the Second Priority Term Loans
shall bear interest on the unpaid principal amount thereof at 7.00% per annum.

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<PAGE>

         (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 Second 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
Second Priority Term Loan shall be a Base Rate Loan. Notwithstanding the
foregoing, during the period from the Closing Date through March 31, 2004, the
Second Priority Term Loans shall be deemed to be 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 Second 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 Second 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 Second Priority Term Loan,
the date of the making of such Second Priority Term Loan or the first day of an
Interest Period applicable to such Second 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 Second Priority Term Loan or the
expiration date of an Interest Period applicable to such Second 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 Second Priority Term Loan is
repaid on the same day on which it is made, one day's interest shall be paid on
that Second Priority Term Loan.

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

SECTION 2.06. Continuation Notice.

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<PAGE>

         (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 Second
         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
         unless the Borrower shall pay all amounts due under Section 2.14
         (Making or Maintaining Second 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 Second
         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 Second 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

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<PAGE>

the applicable Second 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 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 Second Priority Term Loans
(reduced in connection with any voluntary or mandatory prepayments of the Second
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 Second
         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 Second 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 Second Priority Term
         Loans specified in such notice shall become due and payable on the
         prepayment date specified therein. Any prepayment of any Second
         Priority Term Loan pursuant to this Section shall be applied in inverse
         order of

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<PAGE>

         maturities and otherwise in accordance with Section 2.12 (General
         Provisions Regarding Payments).

         (b)      Second Priority Term Loan Call Protection.

                  (i)      The Second Priority Term Loans may not be voluntarily
         prepaid at any time on or prior to April 1, 2008;

                  (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 Second Priority Term Loans, if such prepayment is
         after April 1, 2008 but on or before April 1, 2009, in an amount equal
         to 103.5% 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
         Second Priority Term Loans) hereof; and

                  (iii)    Subject to clause (a) above, Second Priority Term
         Loans may be prepaid at any time without premium or penalty after April
         1, 2009.

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
Second 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 Second 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;

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<PAGE>

                           (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 Second 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;

                           (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 Second Priority Term
                  Loans (up to the amount of such Lender's Second 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
                  Second 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
                  Second 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 Second 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 Second 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 Second
         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 in 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.

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<PAGE>

SECTION 2.12. General Provisions Regarding Payments.

         (a)      All payments by the Borrower or any Guarantor of principal,
interest, fees and other Second 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 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 Second
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 Second Priority Term Loan on a date when interest is
due and payable with respect to such Second 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 Second 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 time 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

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<PAGE>

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 Second Priority Term Loans made and applied in
accordance with the terms hereof), through the exercise of any right of set-off
or banker's lien, by counterclaim or cross action or by the enforcement of any
right under the Second 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 Second 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 Second 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 Second
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 Second 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
Second 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 4.75% 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

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<PAGE>

the Second 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 Second
Priority Term Loans with an interest rate based on the Adjusted LIBOR Rate (i)
has become unlawful as 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 Second 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 Second Priority Term Loan then
being requested by the Borrower pursuant to a Funding Notice or a Continuation
Notice, the Affected Lender shall make such Second Priority Term Loan as (or
continue such Second Priority Term Loan as) a Second Priority Term Loan with an
interest rate equal to the Base Rate plus 4.75% annum, (C) the Affected Lender's
obligation to maintain its outstanding Second 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 Second Priority Term Loans
with an interest rate equal to the Base Rate plus 4.75% 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 Second 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 Second
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 5.75% 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 Second
Priority Term Loans occurs on a date prior to the last day of an Interest Period
applicable to that Second 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

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prepayment of any of its Second Priority Term Loans is not made on any date
specified in a notice of prepayment given by the Borrower.

         (d)      Booking of Second Priority Term Loans. Any Lender may make,
carry or transfer Second 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 Second 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 Second 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 Second 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 Second 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 Second 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 Second Priority Term Loans hereunder or
to reduce any amount received or receivable by such Lender (or its applicable
lending office) with respect thereto; then, in any such

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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.

         (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 Second Priority Term Loans,
or participations therein or other obligations hereunder with respect to the
Second 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 Second 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 Second Priority Term Loan Documents:

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                  (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;

                  (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 Second 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.

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         (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):

                  (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
         Second 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 Second 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 Second 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

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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 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 Second
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 Second 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 Second 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 Second 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

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                  (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 Second
Priority Term Loan Documents; provided, any rights of such Terminated Lender to
indemnification hereunder shall survive as to such Terminated Lender.

                                  ARTICLE III.

                              CONDITIONS PRECEDENT

         The obligation of any Lender to make a Second 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 full 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 Second 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.

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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 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);

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                           (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 Second 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);

                           (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 First
                  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 Second 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

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                           (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.

SECTION 3.07. Consummation of Notes Offering, First Priority Term Loan
Agreement, Revolving Loan Agreement and Second 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 First 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 Second 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 First 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 Second 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 Second
Priority Term Loans; (b) since March 12, 2004, any suspension or material
limitation of

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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 Second
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
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 Second 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 Second 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 3.1l. 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 Second 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

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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 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 Second 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 or would be continuing immediately after giving
effect to the making of the Second 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 First Priority Term Loan Agreement

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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 First 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 Second Priority
Term Loan, additional information reasonably satisfactory to the Administrative
Agent confirming the satisfaction of 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

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(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 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.

         (c)      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.

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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 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 Second 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.

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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 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 4.11. 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.

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         (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 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

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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 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 Second 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 IV 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 2510.3-101. 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 Second 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

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(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
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. EL01-118-000), (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 Second 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

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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 Second 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.

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 Second 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

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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 Second 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.

         (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 Second 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;

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                  (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 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.

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

                           (A)      this Agreement;

                           (B)      the First Priority Term Loan Agreement, the
                  Revolving Loan Agreement, the Indentures and the Notes and any
                  amendments, modifications, restatements, renewals, increases,
                  supplements, refundings, replacements or refinancings of the
                  First 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 First 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 (iii) 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;

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                           (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
                  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;

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                  (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 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
                  tc 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

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         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 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, further, 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
         First 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

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                           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

                           (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 Second Priority Term Loans, the
applicable Second Priority Term Loan Guarantees and the other Second 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 Sates. The Borrower shall not, and shall not permit any
of its Subsidiaries to, consummate an Asset Sale unless:

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                  (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:

                           (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 Second
                  Priority Term Loans and the Second 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);

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                  (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 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 Second 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

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                  (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
                  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

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         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;

                  (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

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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 Second Priority Term
Loan or as an inducement to any consent, waiver or amendment of any of the terms
or provisions of any Second Priority Term Loan Document unless such
consideration is offered to be paid and is paid to all Lenders that consent,
waive or 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 Second Priority Term Loans in an amount
equal to (i) with respect to any such Mandatory Prepayment Offer made on or
before April 1, 2009, 101% of the aggregate principal amount of Second Priority
Term Loans then outstanding, (ii) with respect to any such Mandatory Prepayment
Offer made after April 1, 2009, 100% of the aggregate principal amount of Second
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 Second 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

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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.

         (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

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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 the other Second 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 Second 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

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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).

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 Second 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
Second Priority Term Loans;

         (b)      default in payment when due of the principal of, or premium,
if any, on the Second 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 Second
Priority Term Loans then outstanding to comply with any of the agreements in
this Agreement or the other Second 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:

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                  (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

                  (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 Second 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 Second 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 Second 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

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         (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 outstanding Second 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 Second Priority Term Loans to be due and payable
immediately. Upon any such declaration, the Second 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 Second Priority Term Loan Obligations or to enforce the
performance of this Agreement and any other Second Priority Term Loan Document.

         (b)      The Administrative Agent may maintain a proceeding even if it
does not possess any of the Second 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 Second 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

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Borrower for the whole amount of principal of, premium, if any, and interest
remaining unpaid on the Second 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.

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 Second 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
         Second 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 Second 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
Second Priority Term Loans. The Borrower and the Lenders acknowledge and agree
that MSSF has acted and shall be credited as sole bookrunner of the Second
Priority Term Loans and that MSSF is hereby appointed Administrative Agent
hereunder and under the other Second Priority Term Loan Documents. The Borrower
and each Lender hereby authorizes the Collateral Agent to act as the Collateral
Agent with respect to the Second 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 Second Priority Term Loan
Documents. The Administrative Agent hereby agrees to act upon the express
conditions contained herein and the other Second 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

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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 Second Priority Term Loan Documents but shall be entitled
to all benefits of this Article VIII.

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 Second 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 Second 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 Second Priority Term Loan Documents, a
fiduciary relationship in respect of any Lender; and nothing herein or any of
the other Second 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 Second 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
Second 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 Second 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 Second 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 Second Priority Term Loan
Documents or as to the use of the proceeds of the Second 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 Second 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
Second 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 Second Priority Term
Loan Documents or from the exercise of any power, discretion or authority vested
in it hereunder or thereunder

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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 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 Second 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 Second 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. Lender's 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 Second 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 Second 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 Second Priority Term Loan on the Closing Date, shall
be deemed to have acknowledged receipt of, and consented to and approved, each
Second Priority Term Loan Document and each other

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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) 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 Second 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 Second 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 Second 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.

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         (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.).

         (b)      If the Internal Revenue Service or any authority of the United
States of 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 ineffective, 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 Second 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 Second 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 SECOND PRIORITY TERM LOAN DOCUMENTS,
AMENDMENTS AND WAIVERS TO THE SECOND 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

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its Second 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 Second Priority Term Loan Obligations and the Obligations under the
Second Priority Notes), such lenders and noteholders will vote as a single
class, and the agent or trustee for such lenders or noteholders, as 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 Second 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.

                       SECOND 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 11.01(b), the
Guarantors hereby, jointly and severally, unconditionally and irrevocably,
guarantee to the Administrative Agent, for the benefit of the Lenders making the
Second 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 Second Priority Term Loan Obligations;

         (b)      Each Guarantor, and by its making of a Second Priority Term
Loan on the Closing Date, each Lender, hereby confirms that it is the intention
of all such parties that the Second 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
Second 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 Second Priority Term Loan Guarantee not
constituting a fraudulent transfer or conveyance.

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         (c)      Each Guarantor agrees that the Second 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 Second Priority Term Loan Secured Obligations
Termination Date.

         (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 Second 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 Second Priority Term Loan Obligations or any payment received
or collected from, such Guarantor in respect of the Second Priority Term Loan
Obligations), remain liable for the Second Priority Term Loan Obligations
outstanding from time to time hereunder up to the maximum amount of such
Guarantor's liability hereunder until the Second 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 Second Priority Term Loan Secured Parties, and each Guarantor shall
remain liable to the Administrative Agent and the other Second 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 Second 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 Second Priority Term Loan Secured Parties, and such
Guarantor shall cause the same to be paid to the Administrative Agent for the
benefit of the Second Priority Term Loan Secured Parties immediately upon demand
by the Administrative

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Agent on account of the Second 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 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 Second 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 Second 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 Second 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 Second 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 Second 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
Second 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 Second Priority Term Loan Obligations continued,
and the Second 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 Second 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 Second 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

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Second 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 Second 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 acceptance of the
guarantee contained in this Article XI. Each Guarantor agrees that the Second
Priority Term Loan Obligations, and any of them, shall conclusively be deemed to
have been created, contracted or incurred, or renewed, extended, amended or
waived, in reliance upon the Second 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 Second 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 Second 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 Second 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 Second 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 Second 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 Second 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
         Second 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 Second
         Priority Term Loan Obligations or such other obligations as changed,
         extended, renewed, modified, amended, supplemented or altered in any
         manner;

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                  (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;

                  (iv)     settle or compromise any Second 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 Second
         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 Second Priority Term Loan Secured Parties
         under the Second 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 Second 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 Second Priority Term Loan Documents) the
         Second 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 fall 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 Second
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

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the extent permitted by applicable law, no revocation or termination hereof
shall affect, in any manner, rights arising under hereunder with respect to
Second 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.

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 Second
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;

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         (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 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 Second 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,

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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 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
an 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 Second 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(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 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

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Article XI and any other provision hereof and in any other Second 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 Second Priority Term Loan
Obligations is rescinded or must otherwise be restored or 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 Second
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:

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         (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 Second
Priority Term Loan Documents and 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 Second Priority Term Loan
Obligations of or in collecting any payments due from any Obligor hereunder or
under the other Second 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 Second
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.

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         (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 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 Second 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 Second 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 Second Priority Term Loan Documents, including
all claims of any nature or description arising out of or connected hereto, or
with any other Second 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 Second 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 Second
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).

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         (b)      Affected Lenders' Consent. No amendment, modification,
termination, or consent shall be effective if the effect thereof would:

                  (i)      extend the scheduled final maturity of any Second
         Priority Term Loan or Second 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 Second Priority
         Term Loan (other than any waiver of any increase in the interest rate
         applicable to any Second 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 Second 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
         Second 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 Second 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 Second 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

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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.

         (e)      Certain Amendments. Notwithstanding the preceding provisions
of this Section 12.05, the Borrower and the Administrative Agent may amend or
supplement the Second 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
         Second Priority Term Loan Guarantee or allow any Guarantor to execute a
         supplemental Guarantee with respect to the Second 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 Second
         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 Second 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

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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 Second Priority Term Loan
Commitments and Second Priority Term Loans listed therein for all purposes
hereof, and no assignment or transfer of any such Second Priority Term Loan
Commitment or Second Priority Term Loan (including any Second Priority Term Loan
represented by a Second 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 Second
Priority Term Loan Commitment or Second 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 Second Priority Term Loan Commitments or Second 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 Second Priority Term Loan
Commitment or Second Priority Term Loans owing to it or other Second 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 Second Priority Term Loan and any related Second 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 Second Priority Term Loan Commitments and Second
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

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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 (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 Second Priority Term Loan Commitments or Second
Priority Term Loans, as the case may be; and (iii) it shall make or invest in,
as the case may be, its Second Priority Term Loan Commitments or Second Priority
Term Loans for its own account in the ordinary course of its business and
without a view to distribution of such Second Priority Term Loan Commitments or
Second 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 Second Priority
Term Loan Commitments or Second 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
         Second 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 Second Priority Term Loan Note hereunder, the assigning Lender
         shall, upon the effectiveness of such assignment or as promptly
         thereafter as practicable, surrender its applicable Second Priority
         Term Loan Notes to the Administrative Agent for cancellation, and
         thereupon the Borrower shall issue and deliver new Second 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 Second Priority Term Loans
         of the assignee and/or the assigning Lender.

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         (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 Second Priority Term Loans or in any other Second 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:

                  (i)      extend the final scheduled maturity of any Second
         Priority Term Loan or Second 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 Second 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
         Second Priority Term Loan Documents) supporting the Second 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 Second 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 Second 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 Second Priority Term Loans, the other Second
         Priority Term Loan Obligations owed by or to such

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         Lender, and its Second 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 provided farther, 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 Second 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 Second Priority Term Loan Obligations (together with all
         of such Lender's right, title and interest in, to and under all the
         Second 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
         Second 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 Second Priority Term Loan Notes hereunder, then upon the
         effectiveness of such assignment, the assigning Lender shall deliver
         all of its Second 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 Second 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 Second 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 Second Priority Term Loans and the termination
hereof.

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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 Second 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 Second Priority Term Loan Documents. Any
forbearance or failure to exercise, and any delay in exercising, any right,
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 Second 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
Second 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. Second 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 Second Priority Term Loan
Commitment of any other Lender hereunder. Nothing contained herein or in any
other Second 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.

                                       117
<PAGE>

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 SECOND PRIORITY
TERM LOAN DOCUMENT, OR ANY OF THE SECOND 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
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 SECOND 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 ALL-ENCOMPASSING 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

                                       118
<PAGE>

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 SECOND PRIORITY TERM LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR
AGREEMENTS RELATING TO THE SECOND 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.

         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 Second 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 Second 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 Second Priority Term Loan Obligations shall
bear interest at the Highest Lawful Rate until the total amount of interest due
hereunder

                                       119
<PAGE>

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 Second 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 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 Second 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.

                                       120
<PAGE>

SECTION 12.22. No Recourse Against the Borrower or the Guarantors.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT OR ANY
OTHER SECOND PRIORITY TERM LOAN DOCUMENT, THE SECOND PRIORITY TERM LOANS AND THE
SECOND 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 SECOND PRIORITY TERM LOAN OBLIGATIONS (WHETHER UNDER THIS AGREEMENT OR
PURSUANT TO THE GUARANTEES) WILL 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

[Second 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

[Second 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 CHRKTI 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

[Second Priority Credit And Guarantee Agreement - Calpine Generating Company,
LLC]

<PAGE>

                                             UNION BANK OF CALIFORNIA, N.A.,
                                             as a Lender

                                             By: /s/ Karen Elliott
                                                 -------------------------------
                                                 Name: Karen Elliott
                                                 Title: Assistant Vice President

[Second 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

[Second Priority Credit And Guarantee Agreement - Calpine Generating Company,
LLC]

<PAGE>

                                   APPENDIX A

<PAGE>

                                                                      APPENDIX A
                                          TO SECOND PRIORITY TERM LOAN AGREEMENT

                  INITIAL SECOND PRIORITY TERM LOAN COMMITMENTS

<TABLE>
<CAPTION>
                                        Second Priority
           Lender                     Term Loan Commitment       Pro Rata Share
--------------------------------------------------------------------------------
<S>                                   <C>                        <C>
Morgan Stanley Senior Funding, Inc.      $ 85,000,000.00               85%
Union Bank of California, N.A.           $ 15,000,000.00               15%
                                         ---------------              ---
Total                                    $100,000,000.00              100%
                                         ===============              ===
</TABLE>

                                       A-1
<PAGE>

                                   APPENDIX B

<PAGE>

                                                                      APPENDIX B
                                          TO SECOND PRIORITY TERM LOAN AGREEMENT

                                NOTICE ADDRESSES

Administrative Agent's
Principal Office:                       Morgan Stanley Senior Funding, Inc.
                                        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, CA 95113
                                        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 SECOND 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-1
<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 [___].ll. 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 SECOND 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 "Second 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 Second Priority
Term Loan Agreement and used herein shall have the meanings given to them in the
Second 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 SECOND
PRIORITY TERM LOANS TO BE ASSIGNED]% of the Second Priority Term Loans under the
Second Priority Term Loan Agreement (which represents $[INSERT AMOUNT OF SECOND
PRIORITY TERM LOANS TO BE ASSIGNED]) and (b) all rights, benefits, obligations,
liabilities, and indemnities related to such Second Priority Term Loans under
and in connection with the Second Priority Term Loan Agreement and the other
Second Priority Term Loan Documents (the "Assigned Portion").

                                       B-l
<PAGE>

         In addition, this Assignment Agreement constitutes notice to the
Administrative Agent, pursuant to Section 12.06 of the Second Priority Term Loan
Agreement, of the assignment and delegation to the Assignee of the Assigned
Portion of the Second Priority Term Loans of the Assignor outstanding under the
Second 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 Second 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 Second Priority Term Loans under the Second 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
Second 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 Second Priority Term Loan
Agreement, any other Second 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 Second Priority Term
Loan Agreement, any other Second 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 Second Priority Term Loans and (iii)
it will make or invest in its Second Priority Term Loans for its own account in
the ordinary course of business and without a view to the distribution of such
Second 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 Second Priority Term Loan Agreement, together with copies of the
most recent financial statements delivered pursuant to Section 3.19 of the
Second Priority Term Loan Agreement and copies of the documents which were
required to be delivered under the Second Priority Term Loan Agreement as a
condition to the making of Second 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

                                       B-2
<PAGE>

which by the terms of the Second Priority Term Loan Agreement and the other
Second Priority Term Loan Documents are 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 Second 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 Second Priority Term Loan Agreement, the other Second 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
SECOND PRIORITY TERM LOAN AGREEMENT, AMENDMENTS AND WAIVERS TO THE SECOND
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 Second Priority Term Loan Agreement, effective
as of the Effective Date. The Assignor attaches hereto the Second 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 Second Priority Term Loan Note for a new Second 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 Second
Priority Term Loan Note for a new Second 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 Second 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 Second Priority Term Loan Agreement, have all the rights
         and obligations of a "Lender" under the Second Priority Term Loan
         Agreement and the other Second 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 Second Priority Term
         Loan Agreement; and

                                       B-3
<PAGE>

                           (ii)     agrees to be bound by the terms and
         conditions set forth in the Second Priority Term Loan Agreement and the
         other Second Priority Term Loan Documents as if it were an original
         signatory thereto; and

                  (b)      the Assignor shall be released from its obligations
         and shall relinquish its rights under the Second Priority Term Loan
         Agreement and the other Second 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 Second 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 Second Priority Term Loan Commitments and
Second 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 Second 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 the 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.

                                       B-4
<PAGE>

                            (signature page follows)

                                       B-5
<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-6
<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 SECOND 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-7

<PAGE>

                                                                      SCHEDULE I
                                                         to Assignment Agreement

                           Second Priority Term Loans

<TABLE>
<CAPTION>
 AGGREGATE AMOUNT OF                                     PERCENTAGE OF
SECOND PRIORITY TERM     AMOUNT OF SECOND PRIORITY      ASSIGNED SECOND
LOANS FOR ALL LENDERS       TERM LOANS ASSIGNED       PRIORITY TERM LOANS
<S>                      <C>                          <C>
                                                               %
                                                               %
                                                               %
                                                               %
                                                               %
</TABLE>

                                       B-8
<PAGE>

                                    EXHIBIT C

<PAGE>

                                                                       EXHIBIT C
                                          TO SECOND 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 "Second 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 Second Priority
Term Loan Agreement and used herein shall have the meanings given to them in the
Second 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 Second 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 Second Priority Term Loans or the obligations evidenced by Second 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-l
<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 SECOND 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 "Second 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 Second Priority
Term Loan Agreement and used herein shall have the meanings given to them in the
Second Priority Term Loan Agreement.

         The Borrower hereby gives you notice, irrevocably, pursuant to Section
2.06 of the Second Priority Term Loan Agreement, that the Borrower hereby
requests a [CONTINUATION] [CONVERSION] of Second Priority Term Loans under the
Second 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
Second Priority Term Loan Agreement.

         (a)      The Borrower hereby requests that Second Priority Term Loans
be [CONTINUED] [CONVERTED] as follows:

                  (i)      The first day of the new Interest Period in respect
         of the Proposed [CONTINUATION] [CONVERSION] shall be _____________,
         _____ (which is a Business Day).

                  (ii)     [IF SUCH SECOND 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-l
<PAGE>

         Second Priority Term Loans currently being maintained as Second
         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 Second Priority Term Loans with an
         Interest Period of [ONE] [TWO] [THREE] [SIX] month(s).

                  (iii)    [IF SUCH SECOND PRIORITY TERM LOANS ARE TO BE
         CONVERTED:] $______________ of the currently outstanding principal
         amount of Second 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 SECOND 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 "Second 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
Second Priority Term Loan Agreement and used herein shall have the meanings
given to them in the Second Priority Term Loan Agreement.

         The Borrower hereby gives you notice in accordance with Section 2.01 of
the Second Priority Term Loan Agreement that the Borrower irrevocably requests
that a Second 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 $100,000,000 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 SECOND PRIORITY TERM LOAN AGREEMENT

                        FORM OF SECOND PRIORITY TERM NOTE

THIS SECOND PRIORITY TERM LOAN NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR
UNITED STATES FEDERAL INCOME TAX PURPOSES AND IS SUBJECT TO TREASURY REGULATIONS
REGARDING THE REPORTING OF ORIGINAL ISSUE DISCOUNT. HOLDERS MAY CONTACT THE
CHIEF FINANCIAL OFFICER OF THE COMPANY AT 50 WEST SAN FERNANDO STREET, 5TH
FLOOR, SAN JOSE, CALIFORNIA 95113, WHO WILL PROVIDE UPON REQUEST INFORMATION
RELATING TO ORIGINAL ISSUE DISCOUNT, INCLUDING THE ISSUE PRICE, THE AMOUNT OF
ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE, AND THE YIELD TO MATURITY.

$__________                                             _______________, _______

         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
Second 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 Second Priority Term Loan Agreement.

         The holder of this Second 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 Second Priority Term Loan.

         This Second Priority Term Loan Note (a) is one of the Second 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 "Second 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 Second Priority Term Loan
Agreement and (c) is subject to voluntary and mandatory prepayment in whole or
in part as provided in the Second Priority Term Loan Agreement. This Second
Priority Term Loan Note is secured and guaranteed as provided in the Second
Priority Term Loan Documents. Reference is hereby made to the Second Priority
Term

                                       F-1
<PAGE>

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 Second 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 Second Priority Term Loan Note
shall become, or may be declared to be, immediately due and payable, all as
provided in, and subject to, the Second Priority Term Loan Agreement.

         All parties now and hereafter liable with respect to this Second
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 Second Priority Term Loan Note is subject to the limitations on
recourse set forth in Section 12.22 of the Second Priority Term Loan Agreement.

         Repayments of principal, interest and all other amounts due with
respect to or in connection with this Second Priority Term Loan Note are subject
to the terms of the Collateral Trust Agreement (as defined in the Second
Priority Term Loan Agreement).

         Unless otherwise defined herein, terms defined in the Second Priority
Term Loan Agreement and used herein shall have the meanings given to them in the
Second Priority Term Loan Agreement.

         This Second 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 Second Priority Term Loan Note

     SECOND PRIORITY TERM LOANS AND REPAYMENTS OF SECOND PRIORITY TERM LOANS

<TABLE>
<CAPTION>
Date   Amount of Second 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 SECOND 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 ProjectCo
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'Arnold, 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, P.A., 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 SECOND 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-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
<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-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-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-5
<PAGE>

                                  SCHEDULE 2.09

<PAGE>

                                                                   SCHEDULE 2.09
                                          TO SECOND PRIORITY TERM LOAN AGREEMENT

                              AMORTIZATION SCHEDULE

<TABLE>
<CAPTION>
                                               PERCENTAGE OF ORIGINAL PRINCIPAL
  PAYMENT DATE                                   AMOUNT PAYABLE ON SUCH DATE
-------------------------------------------------------------------------------
<S>                                            <C>
July 1, 2008                                                0.250%
October 1, 2008                                             0.250%
January 1, 2009                                             0.250%
April 1, 2009                                               0.250%
July 1, 2009                                                0.250%
October 1, 2009                                             0.250%
January 1, 2010                                             0.250%
</TABLE>

All remaining principal of the Second Priority Term Loans will be payable on
April 1, 2010.

                                 Schedule 2.09-1
<PAGE>

                                  SCHEDULE 4.01

<PAGE>

                                                                   SCHEDULE 4.01
                                          TO SECOND PRIORITY TERM LOAN AGREEMENT

                                CAPITAL STRUCTURE

                                 [SEE ATTACHED]

                                 Schedule 4.01-1

<PAGE>

                                                                   SCHEDULE 4.01
                                          TO SECOND PRIORITY TERM LOAN AGREEMENT

                                CAPITAL STRUCTURE

                                  [FLOW CHART]
<PAGE>

                                  SCHEDULE 4.11

<PAGE>

                                                                   SCHEDULE 4.11
                                          TO SECOND 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 4.11-1
<PAGE>

                                SCHEDULE 4.18(B)

<PAGE>

                                                                SCHEDULE 418 (B)
                                          TO SECOND 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 SECOND 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)