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                                                                     EXHIBIT 4.8

                                                                  EXECUTION COPY

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                          REGISTRATION RIGHTS AGREEMENT

                           DATED AS OF MARCH 23, 2004
                                  BY AND AMONG

                         CALPINE GENERATING COMPANY, LLC
                              CALGEN FINANCE CORP.

                  THE GUARANTORS REFERRED TO IN ANNEX A HERETO

                                       AND

                        MORGAN STANLEY & CO. INCORPORATED

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      This Registration Rights Agreement (this "AGREEMENT") is made and entered
into as of March 23, 2004, by and among Calpine Generating Company, LLC, a
Delaware limited liability company ("CALGEN"), CalGen Finance Corp., a Delaware
corporation ("CALGEN FINANCE" and, together with CalGen, the "COMPANY"), the
other parties referred to in Annex A hereto (the "GUARANTORS"), and Morgan
Stanley & Co. Incorporated (the "INITIAL PURCHASER"), which has agreed to
purchase the Company's First Priority Floating Rate Notes due 2009 (the "FIRST
PRIORITY NOTES"), the Company's Second Priority Floating Rate Notes due 2010
(the "SECOND PRIORITY NOTES"), the Company's Third Priority Floating Rate Notes
due 2011 (the "FLOATING RATE NOTES") and the Company's 11.5% Third Priority
Secured Notes due 2011 (the "FIXED RATE NOTES" and, together with the First
Priority Notes, the Second Priority Notes and the Floating Rate Notes, the
"NOTES") pursuant to the Purchase Agreement (as defined below).

      This Agreement is made pursuant to the Purchase Agreement, dated March 12,
2004, (the "PURCHASE AGREEMENT"), by and among the Company, the Guarantors and
the Initial Purchaser. In order to induce the Initial Purchaser to purchase the
Notes, the Company has agreed to either (i) provide the registration rights set
forth in Sections 3 and 4 of this Agreement or (ii) pay special interest to the
Holders (as defined below) in accordance with the provisions set forth in
Section 5 herein. The execution and delivery of this Agreement is a condition to
the obligations of the Initial Purchaser set forth in Section 3 of the Purchase
Agreement. The First Priority Notes will be issued pursuant to an Indenture (the
"FIRST PRIORITY INDENTURE") to be dated as of the Closing Date, among the
Company, the Guarantors and Wilmington Trust FSB, as trustee (the "TRUSTEE").
The Second Priority Notes will be issued pursuant to an Indenture (the "SECOND
PRIORITY INDENTURE") to be dated as of the Closing Date, among the Company, the
Guarantors and the Trustee. The Floating Rate Notes and the Fixed Rate Notes
will be issued pursuant to an Indenture (the "THIRD PRIORITY INDENTURE") to be
dated as of the Closing Date, among the Company, the Guarantors and the Trustee.
The First Priority Indenture, the Second Priority Indenture and the Third
Priority Indenture are collectively referred to herein as the "INDENTURES."
Capitalized terms used herein and not otherwise defined shall have the meaning
assigned to them in the Indentures.

      The parties hereby agree as follows:

SECTION 1. DEFINITIONS

      As used in this Agreement, the following capitalized terms shall have the
following meanings:

      ACT: The Securities Act of 1933, as amended, and the rules and regulations
of the Commission promulgated thereunder.

      AFFILIATE: As defined in Rule 144 under the Act.

      BROKER-DEALER: Any broker or dealer registered under the Exchange Act.

      BUSINESS DAY: Any day other than (i) Saturday or Sunday, (ii) a day on
which banking institutions in the City of New York are authorized or required by
law to close or (iii) a day on which the corporate trust office of the Trustee
is closed for business.

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      CERTIFICATED NOTES: Definitive Notes, as defined in the Indentures.

      CLOSING DATE: The date hereof.

      COMMISSION: The Securities and Exchange Commission.

      CONSUMMATE: An Exchange Offer shall be deemed "Consummated" for purposes
of this Agreement upon the occurrence of (a) the filing and effectiveness under
the Act of the Exchange Offer Registration Statement relating to the Exchange
Notes to be issued in the Exchange Offer, (b) the maintenance of such Exchange
Offer Registration Statement continuously effective, and the keeping of the
Exchange Offer open, for a period not less than the period required pursuant to
Section 3(b) hereof, and (c) the delivery by the Company to the Registrar under
the Indentures of Exchange Notes in the same aggregate principal amount as the
aggregate principal amount of Notes tendered by Holders thereof pursuant to the
Exchange Offer.

      CONSUMMATION DEADLINE: As defined in Section 3(b) hereof.

      DTC: means the Depository Trust Company.

      EXCHANGE ACT: The Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.

      EXCHANGE NOTES: The Company's First Priority Notes, Second
Priority Notes, Floating Rate Notes and Fixed Rate Notes to be issued pursuant
to the Indentures in the Exchange Offer.

      EXCHANGE OFFER: An offer by the Company to exchange and issue a principal
amount of Exchange Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the outstanding principal amount of Notes
that are tendered by such Holders in connection with such offer.

      EXCHANGE OFFER REGISTRATION STATEMENT: The Registration Statement relating
to the Exchange Offer, including the related Prospectus.

      EXCHANGE OFFER REGISTRATION STATEMENT EFFECTIVENESS DEADLINE: As defined
in Section 3(a) hereof.

      EXCHANGE OFFER REGISTRATION STATEMENT FILING DEADLINE: As defined in
Sections 3(a) hereof.

      EXEMPT RESALES: The transactions in which the Initial Purchaser proposes
to sell the Notes to certain "qualified institutional buyers," as such term is
defined in Rule 144A under the Act and pursuant to Regulation S under the Act.

      HOLDERS: As defined in Section 2 hereof.

      MAJORITY HOLDERS: With respect to the Holders of Transfer Restricted
Securities, those Holders owning a majority of the aggregate principal amount of
such Transfer Restricted Securities.

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      PROSPECTUS: The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.

      RECOMMENCEMENT DATE: As defined in Section 6(d) hereof.

      REGISTRATION DEFAULT: As defined in Section 5 hereof.

      REGISTRATION STATEMENT: The Exchange Offer Registration Statement or the
Shelf Registration Statement, as applicable, in each case, (i) that is filed
pursuant to the provisions of this Agreement and (ii) including the Prospectus
included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by
reference therein.

      REGULATION S: Regulation S promulgated under the Act,

      RULE 144: Rule 144 promulgated under the Act.

      SHELF REGISTRATION STATEMENT: As defined in Section 4(a) hereof.

      SHELF REGISTRATION STATEMENT EFFECTIVENESS DEADLINE: As defined in Section
4(a) hereof.

      SHELF REGISTRATION STATEMENT FILING DEADLINE: As defined in Section 4(a)
hereof.

      SUSPENSION NOTICE: As defined in Section 6(d) hereof.

      TIA: The Trust Indenture Act of 1939, as amended, and the rules and
regulations promulgated thereunder.

      TRANSFER RESTRICTED SECURITIES: Each Note, until the earliest to occur of
(i) the date on which such Note is exchanged by a Person other than a
Broker-Dealer for an Exchange Note in the Exchange Offer, (ii) following the
exchange by a Broker-Dealer in the Exchange Offer of a Note for an Exchange
Note, the date on which such Exchange Note is sold to a purchaser who receives
from such Broker-Dealer on or prior to the date of such sale a copy of the
Prospectus contained in the Exchange Offer Registration Statement; (iii) the
date on which such Note has been effectively registered under the Act and
disposed of in accordance with the Shelf Registration Statement, or (iv) the
date on which such Note is distributed to the public pursuant to Rule 144.

SECTION 2. GENERAL PROVISIONS

      (a) The Company and the Guarantors shall at their option (x) perform the
obligations set forth in Sections 3 and 4 hereof (collectively, the
"REGISTRATION ALTERNATIVE"), or (y) pay special interest to the Holders pursuant
to Section 5 hereof (the "SPECIAL INTEREST ALTERNATIVE"). If the Company and the
Guarantors elect the Registration Alternative, they will perform the obligations
set forth in Sections 3 and 4 hereof, and if they elect the Special Interest
Alternative

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they will perform the obligations set forth in Section 5 hereof. Notwithstanding
the foregoing, certain provisions of Section 5 are applicable if the Companies
and Guarantors elect the Registration Alternative but fail to perform their
obligations thereunder.

      (b) A Person is deemed to be a holder of Transfer Restricted Securities
(each, a "HOLDER") whenever such Person owns Transfer Restricted Securities.

SECTION 3. REGISTERED EXCHANGE OFFER

      (a) If the Company elects the Registration Alternative, then, to the
extent not prohibited by applicable law or Commission policy, the Company and
the Guarantors shall (i) cause the Exchange Offer Registration Statement to be
filed with the Commission no later than 180 days after the Closing Date (such
180th day being the "EXCHANGE OFFER REGISTRATION STATEMENT FILING DEADLINE"),
(ii) use all commercially reasonable efforts to cause such Exchange Offer
Registration Statement to become effective no later than 210 days after the
Closing Date (such 210th day being the "EXCHANGE OFFER REGISTRATION STATEMENT
EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all
pre-effective amendments to such Exchange Offer Registration Statement as may be
necessary in order to cause it to become effective, (B) file, if applicable, a
post-effective amendment to such Exchange Offer Registration Statement pursuant
to Rule 430A under the Act and (C) cause all necessary filings, if any, in
connection with the registration and qualification of the Exchange Notes to be
made under the Blue Sky laws of such jurisdictions as are necessary to permit
Consummation of the Exchange Offer (provided, however, that the Company will not
be required to qualify generally to do business in any jurisdiction where it is
not then so qualified or to take any action which would subject it to general
service of process or to taxation in any such jurisdiction where it is not then
so subject), and (iv) upon the effectiveness of such Exchange Offer Registration
Statement, commence the Exchange Offer as promptly as practicable. The Exchange
Offer shall be on the appropriate form permitting (i) registration of the
Exchange Notes to be offered in exchange for the Notes that are Transfer
Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers that
tendered in the Exchange Offer that such Broker-Dealer acquired for its own
account as a result of market making activities or other trading activities
(other than Notes acquired directly from the Company or any of its Affiliates)
as contemplated by Section 3(c) below.

      (b) The Company and the Guarantors shall use all commercially reasonable
efforts to cause the Exchange Offer Registration Statement to be effective until
the Exchange Offer is Consummated (or for such longer period of time as is
provided in Section 3(c) hereof, and shall keep the Exchange Offer open for a
period of at least 20 Business Days (or longer if required by applicable federal
and state securities laws) after the date notice of the Exchange Offer is mailed
to the Holders. The Company and the Guarantors shall cause the Exchange Offer to
comply with all applicable federal and state securities laws. No securities
other than the Exchange Notes shall be included in the Exchange Offer
Registration Statement. The Company and the Guarantors shall use all
commercially reasonable efforts to cause the Exchange Offer to be Consummated,
no later than 45 Business Days after the Exchange Offer Registration Statement
has become effective (such 45th day being the "CONSUMMATION DEADLINE").

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      (c) The Company and the Guarantors shall include a "Plan of Distribution"
section in the Prospectus contained in the Exchange Offer Registration Statement
and indicate therein that any Broker-Dealer who holds Transfer Restricted
Securities that were acquired for the account of such Broker-Dealer as a result
of market-making activities or other trading activities (other than Notes
acquired directly from the Company or any Affiliate of the Company), may
exchange such Transfer Restricted Securities pursuant to the Exchange Offer.
Such "Plan of Distribution" section shall also contain all other information
with respect to such sales by such Broker-Dealers that the Commission may
require in order to permit such sales pursuant thereto, but such "Plan of
Distribution" shall not name any such Broker-Dealer or disclose the amount of
Transfer Restricted Securities held by any such Broker-Dealer, except to the
extent required by the Commission.

      Because such Broker-Dealer may be deemed to be an "underwriter" within the
meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any Exchange
Notes received by such Broker-Dealer in the Exchange Offer, the Company and
Guarantors shall permit the use of the Prospectus contained in the Exchange
Offer Registration Statement by such Broker-Dealer to satisfy such prospectus
delivery requirement. To the extent necessary to ensure that the prospectus
contained in the Exchange Offer Registration Statement is available for sales of
Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use
all commercially reasonable efforts to keep the Exchange Offer Registration
Statement continuously effective, supplemented, amended and current as required
by and subject to the provisions of Section 6(a) and (c) hereof and in
conformity with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to tune, for a
period of 180 days from the Consummation of the Exchange Offer or such shorter
period as will terminate when all Transfer Restricted Securities covered by such
Registration Statement have been sold pursuant thereto. The Company and the
Guarantors shall provide sufficient copies of the latest version of such
Prospectus to such Broker-Dealers, promptly upon request, and in no event later
than two Business Days after such request, at any time during such period.

      (d) For purposes of clarity, it is hereby acknowledged and agreed that,
under current interpretations of law by the Commission, the Initial Purchaser
will not be eligible to participate in the Exchange Offer with respect to any
unsold allotments of Notes acquired from the Company pursuant to the Purchase
Agreement.

      (e) If the Company effects an Exchange Offer with respect to the Notes,
the Company and the Guarantors shall be entitled to require any Broker-Dealer to
discontinue the sale or other disposition of Exchange Notes pursuant to the
Prospectus included in the Exchange Offer Registration Statement for a period
not to exceed 30 days in any six-month period or an aggregate of 45 days in any
twelve-month period, and in accordance with Section 6(d) hereof. The periods
referred to in this Section 3(e) are the "EXCHANGE OFFER REGISTRATION STATEMENT
GRACE PERIODS."

      (f) Interest on each Exchange Note will accrue from the last interest
payment date on which interest was paid on the Note surrendered in exchange
therefore, or if no interest has been paid on such Note, from the date of its
original issuance.

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SECTION 4. SHELF REGISTRATION

      (a) Shelf Registration. If (i) the Exchange Offer (or its Consummation) is
not permitted by applicable law or Commission policy (after the Company and the
Guarantors have complied with the procedures set forth in Section 6(a)(i) below)
or (ii) any Holder of Transfer Restricted Securities notifies the Company within
20 Business Days following Consummation of the Exchange Offer that (A) such
Holder was prohibited by law or Commission policy from participating in the
Exchange Offer, (B) such Holder may not resell the Exchange Notes acquired by it
in the Exchange Offer to the public without delivering a prospectus and the
prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales by such Holder or (C) such Holder is a
Broker-Dealer and holds Notes acquired directly from the Company or any of its
Affiliates, then the Company and the Guarantors shall:

            (x) use all commercially reasonable efforts to cause to be filed, on
or prior to 30 days after the earlier of (i) the date on which the Company
determines that the Exchange Offer Registration Statement cannot be filed as a
result of clause (a)(i) above and (ii) the date on which the Company receives
the notice specified in clause (a)(ii) above (such earlier date, the "SHELF
REGISTRATION STATEMENT FILING DEADLINE"), a shelf registration statement
pursuant to Rule 415 under the Act (which may be an amendment to the Exchange
Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to
all Transfer Restricted Securities, and

            (y) use all commercially reasonable efforts to cause such Shelf
Registration Statement to become effective on or prior to 60 days after the
Shelf Registration Statement Filing Deadline (such 60th day the "SHELF
REGISTRATION STATEMENT EFFECTIVENESS DEADLINE").

            If, after the Company has filed an Exchange Offer Registration
Statement that satisfies the requirements of Section 3(a) above, the Company is
required to file and make effective a Shelf Registration Statement solely
because the Exchange Offer is not permitted under applicable federal law (i.e.,
clause (a)(i) above), then the filing of the Exchange Offer Registration
Statement shall be deemed to satisfy the requirements of clause (x) above;
provided that, in such event, the Company and the Guarantors shall remain
obligated to meet the Shelf Registration Statement Effectiveness Deadline set
forth in clause (y).

            To the extent necessary to ensure that the Shelf Registration
Statement is available for sales of Transfer Restricted Securities by the
Holders thereof entitled to the benefit of this Section 4(a) and the other
securities required to be registered therein pursuant to Section 6(b)(ii)
hereof, the Company and the Guarantors shall use all commercially reasonable
efforts to keep any Shelf Registration Statement required by this Section 4(a)
continuously effective, supplemented, amended and current as required by and
subject to the provisions of Sections 6(b) and 6(c) hereof and in conformity
with the requirements of this Agreement, the Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period of at
least two years (as extended pursuant to Section 6(c)(i)) following the Closing
Date, or such shorter period as will terminate when all Transfer Restricted
Securities covered by such Shelf Registration Statement have been sold pursuant
thereto.

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    (b) Provision by Holders of Certain Information in Connection with the Shelf
Registration Statement. No Holder of Transfer Restricted Securities may include
any of its Transfer Restricted Securities in any Shelf Registration Statement
pursuant to this Agreement unless and until such Holder furnishes to the Company
in writing, within 20 days after receipt of a request therefor, the information
specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act for
use in connection with any Shelf Registration Statement or Prospectus or
preliminary Prospectus included therein. No Holder of Transfer Restricted
Securities shall be entitled to special interest pursuant to Section 5 hereof
unless and until such Holder shall have provided all such information. Each
selling Holder agrees to promptly furnish additional information required to be
disclosed in order to make the information previously furnished to the Company
by such Holder not materially misleading.

      (c) Discontinue Sale or Other Disposition. If the Company and the
Guarantors file a Shelf Registration Statement with respect to any Notes, the
Company and the Guarantors shall be entitled from time to time to require
Holders of Notes to discontinue the sale or other disposition of Notes pursuant
to that Shelf Registration Statement for a period not to exceed 30 days in any
six-month period or an aggregate of 45 days in any twelve-month period, and in
accordance with Section 6(d) hereof. The periods referred to in this Section
4(c) are the "SHELF REGISTRATION STATEMENT GRACE PERIODS."

SECTION 5. SPECIAL INTEREST ALTERNATIVE

      If:

      (a) the Company and the Guarantors elect the Special Interest Alternative;
or

      (b) the Company and the Guarantors elect the Registration Alternative, and

            (i) the Company and the Guarantors fail to file (x) the Exchange
      Offer Registration Statement before the Exchange Offer Registration
      Statement Filing Deadline or (y) the Shelf Registration Statement before
      the Shelf Registration Statement Filing Deadline,

            (ii) (x) the Exchange Offer Registration Statement is not declared
      effective by the Commission on or prior to the Exchange Offer Registration
      Statement Effectiveness Deadline or (y) the Shelf Registration Statement
      is not declared effective by the Commission on or prior to the Shelf
      Registration Statement Effectiveness Deadline,

            (iii) the Company and the Guarantors fail to consummate the Exchange
      Offer within 45 Business Days of the Exchange Offer Registration Statement
      Effectiveness Deadline with respect to the Exchange Offer Registration
      Statement,

            (iv) the date on which the duration of the ineffectiveness or
      unusability of the Exchange Offer Registration Statement in any period
      exceeds the number of days permitted by Section 3(e) hereof;

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            (v) the date on which the duration of the ineffectiveness or
      unusability of the Shelf Registration Statement in any period exceeds the
      number of days permitted by Section 4(c) hereof; or

            (vi) the Shelf Registration Statement or the Exchange Offer
      Registration Statement is declared effective but thereafter ceases to be
      effective or usable in connection with resales of Transfer Restricted
      Securities during the periods specified in Sections 3(b) and 3(c) with
      respect to the Exchange Offer Registration Statement and Section 4(a) with
      respect to the Shelf Registration Statement (each such event referred to
      in clauses (i) through (vi) above, a "REGISTRATION DEFAULT"), provided,
      however, that neither the failure of the Exchange Offer Registration
      Statement to be available during any Exchange Offer Registration Statement
      Grace Period, nor the failure of the Shelf Registration Statement to be
      available during any Shelf Registration Statement Grace Period, shall be
      deemed a Registration Default.

then the Company and the Guarantors shall pay special interest to each Holder,
with respect to the first 90-day period immediately following (i) if the Company
and the Guarantors have elected the Special Interest Alternative, the day that
is 180 days after the Closing Date, or (ii) if the Company and the Guarantors
have elected the Registration Alternative but a Registration Default has
occurred, the occurrence of such Registration Default, in each case in an amount
equal to 50 basis points times the principal amount of the Transfer Restricted
Securities held by such Holder.

      The amount of the special interest shall increase by an additional 25
basis points with respect to each subsequent 90-day period (until all
Registration Defaults have been cured in the case of the Registration
Alternative), up to a maximum amount of special interest of 100 basis points.

      If the Company and the Guarantors have elected the Registration
Alternative, following cure of all Registration Defaults, the accrual of special
interest will cease, and in the event of the occurrence of any subsequent
Registration Default, special interest shall accrue at an initial amount of 50
basis points and otherwise in accordance with the provisions described above.

      Anything herein to the contrary notwithstanding, any Holder who was, at
the time the Exchange Offer was pending and consummated, eligible to exchange,
and did not validly tender, its Notes for Exchange Notes in the Exchange Offer
will not be entitled to receive any special interest.

      All accrued special interest will be paid by the Company and the
Guarantors on the next scheduled interest payment date to DTC or its nominee by
wire transfer of immediately available funds or by federal funds check and to
Holders of Certificated Notes by wire transfer to the accounts specified by them
or by mailing checks to their registered addresses if no such accounts have been
specified.

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SECTION 6. REGISTRATION PROCEDURES

      (a) Exchange Offer Registration Statement. In connection with the Exchange
Offer, the Company and the Guarantors shall (x) comply with all applicable
provisions of Section 3 above and Section 6(c) below and (y) comply with all of
the following provisions:

            (i) If, following the date hereof there has been announced a change
      in Commission policy with respect to exchange offers such as the Exchange
      Offer, that in the reasonable opinion of counsel to the Company raises a
      substantial question as to whether the Exchange Offer is permitted by
      applicable federal law, the Company and the Guarantors hereby agree to
      seek a no-action letter or other favorable decision from the Commission
      allowing the Company and the Guarantors to Consummate an Exchange Offer
      for such Transfer Restricted Securities. The Company and the Guarantors
      hereby agree to pursue the issuance of such a decision to the Commission
      staff level. In connection with the foregoing, the Company and the
      Guarantors hereby agree to take all such other actions as may be requested
      by the Commission or otherwise required in connection with the issuance of
      such decision, including without limitation (A) participating in
      telephonic conferences with the Commission, (B) delivering to the
      Commission staff an analysis prepared by counsel to the Company setting
      forth the legal bases, if any, upon which such counsel has concluded that
      such an Exchange Offer should be permitted and (C) diligently pursuing a
      resolution (which need not be favorable) by the Commission staff.

            (ii) As a condition to its participation in the Exchange Offer, each
      Holder of Transfer Restricted Securities (including, without limitation,
      any Holder who is a Broker-Dealer) shall furnish, upon the request of the
      Company, prior to the Consummation of the Exchange Offer, a written
      representation to the Company and the Guarantors (which may be contained
      in the letter of transmittal contemplated by the Exchange Offer
      Registration Statement) to the effect that (A) it is not an Affiliate of
      the Company, (B) it is not engaged in, and does not intend to engage in,
      and has no arrangement or understanding with any person to participate in,
      a distribution of the Exchange Notes to be issued in the Exchange Offer
      and (C) it is acquiring the Exchange Notes in its ordinary course of
      business. As a condition to its participation in the Exchange Offer each
      Holder using the Exchange Offer to participate in a distribution of the
      Exchange Notes shall acknowledge and agree that, if the resales are of
      Exchange Notes obtained by such Holder in exchange for Notes acquired
      directly from the Company or an Affiliate thereof, it (1) could not, under
      Commission policy as in effect on the date of this Agreement, rely on the
      position of the Commission enunciated in Morgan Stanley and Co.. Inc.
      (available June 5, 1991) and Exxon Capital Holdings Corporation (available
      May 13, 1988), as interpreted in the Commission's letter to Shearman &
      Sterling dated July 2, 1993, and similar no-action letters (including, if
      applicable, any no-action letter obtained pursuant to clause (i) above),
      and (2) must comply with the registration and prospectus delivery
      requirements of the Act in connection with a secondary resale transaction
      and that such a secondary resale transaction must be covered by an
      effective registration statement containing the selling security holder
      information required by Item 507 or 508, as applicable, of Regulation S-K.

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            (iii) Prior to effectiveness of the Exchange Offer Registration
      Statement, if requested or required by the Commission, the Company and the
      Guarantors shall provide a supplemental letter to the Commission (A)
      stating that the Company and the Guarantors are registering the Exchange
      Offer in reliance on the position of the Commission enunciated in Exxon
      Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and
      Co., Inc. (available June 5, 1991) as interpreted in the Commission's
      letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any
      no-action letter obtained pursuant to clause (i) above, (B) including a
      representation that neither the Company nor any Guarantor has entered into
      any arrangement or understanding with any Person to distribute the
      Exchange Notes to be received in the Exchange Offer and that, to the best
      of the Company's and each Guarantor's information and belief, based on the
      Holders' representations, each Holder participating in the Exchange Offer
      is acquiring the Exchange Notes in its ordinary course of business and has
      no arrangement or understanding with any Person to participate in the
      distribution of the Exchange Notes received in the Exchange Offer and (C)
      any other undertaking or representation required by the Commission as set
      forth in any no-action letter obtained pursuant to clause (i) above, if
      applicable.

      (b) Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Company and the Guarantors shall (i) comply with the
application provisions of Section 4 above and Section 6(c) below and (ii) issue,
upon the request of any Holder or purchaser of Notes covered by any Shelf
Registration Statement contemplated by this Agreement, Exchange Notes having an
aggregate principal amount equal to the aggregate principal amount of Notes sold
pursuant to the Shelf Registration Statement and surrendered to the Company for
cancellation; the Company and the Guarantors shall register Exchange Notes on
the Shelf Registration Statement for this purpose and issue the Exchange Notes
to the purchasers) of securities subject to the Shelf Registration Statement in
the names as such purchasers) shall designate.

      (c) General Provisions. In connection with any Registration Statement and
any related Prospectus required by this Agreement, the Company and the
Guarantors shall:

            (i) use all commercially reasonable efforts to keep such
      Registration Statement continuously effective including by timely filing
      with the Commission all requisite financial statements for the period
      specified in Section 3 or 4 of this Agreement, as applicable. Upon the
      occurrence of any event that would cause any such Registration Statement
      or the Prospectus contained therein (A) to contain an untrue statement of
      material fact or omit to state any material fact necessary to make the
      statements therein not misleading or (B) not to be effective and usable
      for resale of Transfer Restricted Securities during the period required by
      this Agreement, the Company and the Guarantors shall file promptly an
      appropriate amendment to such Registration Statement curing such defect,
      and, if Commission review is required, use all commercially reasonable
      efforts to cause such amendment to be declared effective as soon as
      practicable.

            (ii) prepare and file with the Commission such amendments and
      post-effective amendments to the applicable Registration Statement as may
      be necessary to keep such

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      Registration Statement effective for the applicable period set forth in
      Section 3 or 4 hereof, as the case may be; cause the Prospectus to be
      supplemented by any required Prospectus supplement, and as so supplemented
      to be filed pursuant to Rule 424 under the Act, and to comply fully with
      Rules 424, 430A and 462, as applicable, under the Act in a timely manner;
      and comply with the provisions of the Act with respect to the disposition
      of all securities covered by such Registration Statement during the
      applicable period in accordance with the intended method or methods of
      distribution by the sellers thereof set forth in such Registration
      Statement or supplement to the Prospectus;

            (iii) advise each Holder promptly and, if requested by such Holder,
      confirm such advice in writing, (A) when the Prospectus or any Prospectus
      supplement or post-effective amendment has been filed, and, with respect
      to any applicable Registration Statement or any post-effective amendment
      thereto (other than post-effective amendments filed to name a Holder as a
      selling securityholder, in which case the Company and the Guarantors shall
      give written notice solely to such Holder), when the same has become
      effective, (B) of any request by the Commission for amendments to the
      Registration Statement or amendments or supplements to the Prospectus or
      for additional information relating thereto, (C) of the issuance by the
      Commission of any stop order suspending the effectiveness of the
      Registration Statement under the Act or of the suspension by any state
      securities commission of the qualification of the Transfer Restricted
      Securities for offering or sale in any jurisdiction, or the initiation of
      any proceeding for any of the preceding purposes, (D) of the existence of
      any fact or the happening of any event that makes any statement of a
      material fact made in the Registration Statement, the Prospectus, any
      amendment or supplement thereto or any document incorporated by reference
      therein untrue, or that requires the making of any additions to or changes
      in the Registration Statement in order to make the statements therein not
      misleading, or that requires the making of any additions to or changes in
      the Prospectus in order to make the statements therein, in the light of
      the circumstances under which they were made, not misleading. If at any
      time the Commission shall issue any stop order suspending the
      effectiveness of the Registration Statement, or any state securities
      commission or other regulatory authority shall issue an order suspending
      the qualification or exemption from qualification of the Transfer
      Restricted Securities under state securities or Blue Sky laws, the Company
      and the Guarantors shall use all commercially reasonable efforts to obtain
      the withdrawal or lifting of such order at the earliest possible time;

            (iv) subject to Section 6(c)(i), if any fact or event contemplated
      by Section 6(c)(iii)(D) above shall exist or have occurred, prepare a
      supplement or post-effective amendment to the Registration Statement or
      related Prospectus or any document incorporated therein by reference or
      file any other required document so that, as thereafter delivered to the
      purchasers of Transfer Restricted Securities, the Prospectus will not
      contain an untrue statement of a material fact or omit to state any
      material fact necessary to make the statements therein, in the light of
      the circumstances under which they were made, not misleading;

            (v) furnish to each Holder in connection with such exchange or sale,
      if any, before filing with the Commission, copies of any Registration
      Statement or any

                                       11

<PAGE>

      Prospectus included therein or any amendments or supplements to any such
      Registration Statement or Prospectus (including all documents incorporated
      by reference after the initial filing of such Registration Statement),
      which documents will be subject to the review and comment of such Holders
      in connection with such sale, if any, for a period of at least five
      Business Days, and the Company will not file any such Registration
      Statement or Prospectus or any amendment or supplement to any such
      Registration Statement or Prospectus (including all such documents
      incorporated by reference) to which such Holders shall reasonably object
      within five Business Days after the receipt thereof. A Holder shall be
      deemed to have reasonably objected to such filing if such Registration
      Statement, amendment, Prospectus or supplement, as applicable, as proposed
      to be filed, contains an untrue statement of a material fact or omit to
      state any material fact necessary to make the statements therein not
      misleading or fails to comply with the applicable requirements of the Act;

            (vi) promptly prior to the filing of any document that is to be
      incorporated by reference into a Registration Statement or Prospectus,
      provide copies of such document to each Holder in connection with such
      exchange or sale, if any, make the Company's and the Guarantors
      representatives available for discussion of such document and other
      customary due diligence matters, and include such information in such
      document prior to the filing thereof as such Holders may reasonably
      request;

            (vii) make available, at reasonable times, for inspection by each
      Holder and any attorney or accountant retained by such Holders, all
      financial and other records, pertinent corporate documents of the Company
      and the Guarantors and cause the Company's and the Guarantors' officers,
      directors and employees to supply all information reasonably requested by
      any such Holder, attorney or accountant in connection with such
      Registration Statement or any post-effective amendment thereto subsequent
      to the filing thereof and prior to its effectiveness;

            (viii) if requested by any Holders in connection with such exchange
      or sale, promptly include in any Registration Statement or Prospectus,
      pursuant to a supplement or post-effective amendment if necessary, such
      information as such Holders may reasonably request to have included
      therein, including, without limitation, information relating to the "Plan
      of Distribution" of the Transfer Restricted Securities; and make all
      required filings of such Prospectus supplement or post-effective amendment
      as soon as practicable after the Company is notified of the matters to be
      included in such Prospectus supplement or post-effective amendment;

            (ix) furnish to each Holder in connection with such exchange or sale
      without charge, at least one copy of the Registration Statement, as first
      filed with the Commission, and of each amendment thereto, including all
      documents incorporated by reference therein and all exhibits (including
      exhibits incorporated therein by reference, but excluding post-effective
      amendments filed to name a Holder as a selling securityholder, in which
      case the Company and the Guarantors shall give written notice solely to
      such Holder);

                                       12

<PAGE>

            (x) deliver to each Holder without charge, as many copies of the
      Prospectus (including each preliminary prospectus) and any amendment or
      supplement thereto as such Persons reasonably may request; the Company and
      the Guarantors hereby consent to the use (in accordance with law) of the
      Prospectus and any amendment or supplement thereto by each selling Holder
      in connection with the offering and the sale of the Transfer Restricted
      Securities covered by the Prospectus or any amendment or supplement
      thereto;

            (xi) upon the request of any Holder, enter into such agreements
      (including underwriting agreements) and make such representations and
      warranties and take all such other actions in connection therewith in
      order to expedite or facilitate the disposition of the Transfer Restricted
      Securities pursuant to any applicable Registration Statement contemplated
      by this Agreement as may be reasonably requested by any Holder in
      connection with any sale or resale pursuant to any applicable Registration
      Statement. In such connection, the Company and the Guarantors shall:

                  (A) in the case of a Shelf Registration Statement, upon
            request of the Majority Holders, furnish (or in the case of
            paragraphs (2) and (3), use all commercially reasonable efforts to
            cause to be furnished) to each Holder, upon effectiveness of the
            Shelf Registration Statement:

                        (1) a certificate, dated such date, signed on behalf of
                  the Company and each Guarantor by (x) the President or any
                  Vice President and (y) a principal financial or accounting
                  officer of the Company and such Guarantor, confirming, as of
                  the date thereof, the matters set forth in Sections 6(c)
                  (other than clause (ix) of Section 6(c)) and 6(n) of the
                  Purchase Agreement and such other similar matters as the
                  Majority Holders may reasonably request;

                        (2) an opinion, dated the date of effectiveness of the
                  Shelf Registration Statement, of counsel for the Company and
                  the Guarantors covering matters of the type customarily
                  covered by such an opinion as the requesting Majority Holders
                  may reasonably request, and in any event including a statement
                  to the effect that such counsel has participated in
                  conferences with officers and other representatives of the
                  Company and the Guarantors, representatives of the independent
                  public accountants for the Company and the Guarantors and have
                  considered the matters required to be stated therein and the
                  statements contained therein, although such counsel has not
                  independently verified the accuracy, completeness or fairness
                  of such statements; and that such counsel advises that, on the
                  basis of the foregoing (relying as to materiality to the
                  extent such counsel deems appropriate upon the statements of
                  officers and other representatives of the Company and the
                  Guarantors) and without independent check or verification), no
                  facts came to such counsel's attention that caused such
                  counsel to believe that the applicable Registration Statement,
                  at the time such Registration Statement or any post-effective
                  amendment thereto became effective, contained an untrue
                  statement of a material fact or omitted to state a material
                  fact required to

                                       13

<PAGE>

                  be stated therein or necessary to make the statements therein
                  not misleading, or that the Prospectus contained in such
                  Registration Statement as of its date contained an untrue
                  statement of a material fact or omitted to state a material
                  fact necessary in order to make the statements therein, in the
                  light of the circumstances under which they were made, not
                  misleading. Without limiting the foregoing, such counsel may
                  state further that such counsel assumes no responsibility for,
                  and has not independently verified, the accuracy, completeness
                  or fairness of the financial statements, notes and schedules
                  and other financial data included in any Registration
                  Statement contemplated by this Agreement or the related
                  Prospectus; and

                        (3) a customary comfort letter, dated the date of
                  effectiveness of the Shelf Registration Statement, from the
                  Company's independent accountants, in the customary form and
                  covering matters of the type customarily covered in comfort
                  letters to underwriters in connection with underwritten
                  offerings; and

                  (B) deliver such other documents and certificates as may be
            reasonably requested by the Majority Holders to evidence compliance
            with the matters covered in clause (A) above and with any customary
            conditions contained in the any agreement entered into by the
            Company and the Guarantors pursuant to this clause (xi);

            (xii) prior to any public offering of Transfer Restricted
      Securities, cooperate with the selling Holders and their counsel in
      connection with the registration and qualification of the Transfer
      Restricted Securities under the securities or Blue Sky laws of such
      jurisdictions as the selling Holders may request and do any and all other
      acts or things necessary or advisable to enable the disposition in such
      jurisdictions of the Transfer Restricted Securities covered by the
      applicable Registration Statement; provided, however, that neither the
      Company nor any Guarantor shall be required to register or qualify as a
      foreign corporation where it is not now so qualified or to take any action
      that would subject it to the service of process in suits or to taxation,
      other than as to matters and transactions relating to the Registration
      Statement, in any jurisdiction where it is not now so subject;

            (xiii) in connection with any sale of Transfer Restricted Securities
      that will result in such securities no longer being Transfer Restricted
      Securities, cooperate with the Holders to facilitate the timely
      preparation and delivery of certificates representing Transfer Restricted
      Securities to be sold and not bearing any restrictive legends; and to
      register such Transfer Restricted Securities in such denominations and
      such names as the selling Holders may request at least two Business Days
      prior to such sale of Transfer Restricted Securities;

            (xiv) use all commercially reasonable efforts to cause the
      disposition of the Transfer Restricted Securities covered by the
      Registration Statement to be registered with or approved by such other
      governmental agencies or authorities as may be necessary to

                                       14

<PAGE>

      enable the seller or sellers thereof to consummate the disposition of such
      Transfer Restricted Securities, subject to the proviso contained in clause
      (xii) above;

            (xv) provide a CUSIP number for all Transfer Restricted Securities
      not later than the effective date of a Registration Statement covering
      such Transfer Restricted Securities and provide the Trustee under the
      Indentures with printed certificates for the Transfer Restricted
      Securities which are in a form eligible for deposit with the Depository
      Trust Company;

            (xvi) otherwise use all commercially reasonable efforts to comply
      with all applicable rules and regulations of the Commission, and make
      generally available to its security holders with regard to any applicable
      Registration Statement, as soon as practicable, a consolidated earnings
      statement meeting the requirements of Rule 158 (which need not be audited)
      covering a twelve-month period beginning after the effective date of the
      Registration Statement (as such term is defined in paragraph (c) of Rule
      158 under the Act);

            (xvii) cause the Indentures to be qualified under the TIA not later
      than the effective date of the first Registration Statement required by
      this Agreement and, in connection therewith, cooperate with the Trustee
      and the Holders to effect such changes to the Indentures as may be
      required for the Indentures to be so qualified in accordance with the
      terms of the TIA; and execute and use all commercially reasonable efforts
      to cause the Trustee to execute, all documents that may be required to
      effect such changes and all other forms and documents required to be filed
      with the Commission to enable the Indentures to be so qualified in a
      timely manner; and

            (xviii) provide promptly to each Holder, upon request, each document
      filed with the Commission pursuant to the requirements of Section 13 or
      Section 15(d) of the Exchange Act.

      (d) Restrictions on Holders. Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of the notice referred to in
Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact
of the kind described in Section 6(c)(iii)(D) hereof (in each case, a
"SUSPENSION NOTICE"), such Holder will forthwith discontinue disposition of
Transfer Restricted Securities pursuant to the applicable Registration Statement
until (i) such Holder has received copies of the supplemented or amended
Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is
advised in writing by the Company that the use of the Prospectus may be resumed,
and has received copies of any additional or supplemental filings that are
incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT
DATE"). Each Holder receiving a Suspension Notice hereby agrees that it will
either (i) destroy any Prospectuses, other than permanent file copies, then in
such Holder's possession which have been replaced by the Company with more
recently dated Prospectuses or (ii) deliver to the Company (at the Company's
expense) all copies, other than permanent file copies, then in such Holder's
possession of the Prospectus covering such Transfer Restricted Securities that
was current at the time of receipt of the Suspension Notice. The time period
regarding the effectiveness of such Registration Statement set forth in Section
3 or 4 hereof, as applicable, shall be extended by a number of days equal to the
number of days in the period from and

                                       15

<PAGE>

including the date of delivery of the Suspension Notice to the date of delivery
of the Recommencement Date.

SECTION 7. REGISTRATION EXPENSES

      (a) All expenses incident to the Company's and the Guarantors' performance
of or compliance with this Agreement will be borne by the Company, regardless of
whether a Registration Statement becomes effective, including without
limitation: (i) all registration and filing fees and expenses; (ii) all fees and
expenses of compliance with federal securities and state Blue Sky or securities
laws; (iii) all expenses of printing (including printing certificates for the
Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses),
messenger and delivery services and telephone; (iv) all fees and disbursements
of counsel for the Company and the Guarantors; (v) all application and filing
fees in connection with listing the Exchange Notes on a national securities
exchange or automated quotation system pursuant to the requirements hereof; and
(vi) all fees and disbursements of independent certified public accountants of
the Company and the Guarantors (including the expenses of any special audit and
comfort letters required by or incident to such performance).

      The Company will, in any event, bear its and the Guarantors' internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expenses of
any annual audit and the fees and expenses of any Person, including special
experts, retained by the Company or the Guarantors.

      (b) In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company and the Guarantors
will reimburse the Initial Purchaser and the Holders of Transfer Restricted
Securities who are tendering Notes into in the Exchange Offer and/or selling or
reselling Notes or Exchange Notes pursuant to the "Plan of Distribution"
contained in the Exchange Offer Registration Statement or the Shelf Registration
Statement, as applicable, for the reasonable fees and disbursements of not more
than one counsel, who shall be Latham & Watkins LLP, unless another firm shall
be chosen by the Holders of a majority in principal amount of the Transfer
Restricted Securities for whose benefit such Registration Statement is being
prepared.

      (c) Notwithstanding anything to the contrary herein, any and all
underwriting discounts and selling commissions applicable to a sale incurred in
connection with any registrations hereunder shall be borne by the Holders.

SECTION 8. INDEMNIFICATION

      (a) The Company and the Guarantors agree, jointly and severally, to
indemnify and hold harmless each Holder, its directors, officers and each
Person, if any, who controls such Holder (within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act), from and against any and all losses,
claims, damages, liabilities, judgments, (including without limitation, any
legal or other expenses incurred in connection with investigating or defending
any matter, including any action that could give rise to any such losses,
claims, damages, liabilities or judgments) caused by any untrue statement or
alleged untrue statement of a material fact

                                       16

<PAGE>

contained in any Registration Statement, preliminary prospectus or Prospectus
(or any amendment or supplement thereto) provided by the Company to any Holder
or any prospective purchaser of Exchange Notes or registered Notes, or caused by
any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except (i) insofar as such losses, claims, damages, liabilities or judgments are
caused by an untrue statement or omission or alleged untrue statement or
omission that is based upon information relating to any of the Holders furnished
in writing to the Company by any of the Holders, and (ii) that the foregoing
indemnity, with respect to any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement, preliminary prospectus or
Prospectus (or any amendment or supplement thereto), shall not inure to the
benefit of any Holder (or any person controlling such Holder) from whom the
person asserting any such losses, claims, damages or liabilities purchased the
securities concerned, to the extent that a Prospectus relating to such
securities was required to be delivered by such Holder under the Act in
connection with such purchase and any such loss, claim, damage or liability of
such Holder results from the fact that there was not sent or given to such
person, at or prior to the written confirmation of the sale of such securities
to such person, a copy of the final Prospectus if the Company had previously
furnished copies thereof to such Holder at or prior to the written confirmation
of the sale of such securities to such person and the untrue statement or
alleged untrue statement or omission or alleged omission contained in the
preliminary prospectus was corrected in the final prospectus (or the final
prospectus as supplemented).

      (b) Each Holder agrees, severally and not jointly, to indemnify and hold
harmless the Company and the Guarantors, and their respective directors and
officers, and each person, if any, who controls (within the meaning of Section
15 of the Act or Section 20 of the Exchange Act) the Company, or the Guarantors
to the same extent as the foregoing indemnity from the Company and the
Guarantors set forth in section (a) above, but only with reference to
information relating to such Holder furnished in writing to the Company by such
Holder expressly for use in any Registration Statement. In no event shall any
Holder, its directors, officers or any Person who controls such Holder be liable
or responsible for any amount in excess of the amount by which the total amount
received by such Holder with respect to its sale of Transfer Restricted
Securities pursuant to a Registration Statement exceeds the amount of any
damages that such Holder, its directors, officers or any Person who controls
such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.

      (c) In case any action shall be commenced involving any person in respect
of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"INDEMNIFIED PARTY"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "INDEMNIFYING PERSON") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that
in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 8(a) and 8(b), a Holder shall not be required to assume the
defense of such action pursuant to this Section 8(c), but may employ separate
counsel and participate in the defense thereof, but the fees and expenses of
such counsel, except as provided below, shall be at the expense of the Holder).
Any indemnified party shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and expenses of
such counsel shall be at the

                                       17

<PAGE>

expense of the indemnified party unless (i) the employment of such counsel shall
have been specifically authorized in writing by the indemnifying party, (ii) the
indemnifying party shall have failed to assume the defense of such action or
employ counsel reasonably satisfactory to the indemnified party or (iii) the
named parties to any such action (including any impleaded parties) include both
the indemnified party and the indemnifying party, and the indemnified party
shall have been advised by such counsel that there may be one or more legal
defenses available to it which are different from or additional to those
available to the indemnifying party (in which case the indemnifying party shall
not have the right to assume the defense of such action on behalf of the
indemnified party). In any such case, the indemnifying party shall not, in
connection with any one action or separate but substantially similar or related
actions in the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one separate
firm of attorneys (in addition to any local counsel) for all indemnified parties
and all such fees and expenses shall be reimbursed as they are incurred. Such
firm shall be designated in writing by the Majority Holders, in the case of the
parties indemnified pursuant to Section 8(a), and by the Company and Guarantors,
in the case of parties indemnified pursuant to Section 8(b). No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement or compromise of, or consent to the entry of judgment with
respect to, any pending or threatened action in respect of which the indemnified
party is or could have been a party and indemnity or contribution may be or
could have been sought hereunder by the indemnified party, unless such
settlement, compromise or judgment (i) includes an unconditional release of the
indemnified party from all liability on claims that are or could have been the
subject matter of such action and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act, by or on behalf of the
indemnified party.

      (d) To the extent that the indemnification provided for in this Section 8
is unavailable to an indemnified party in respect of any losses, claims,
damages, liabilities or judgments referred to therein, then each indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or judgments (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company and the
Guarantors, on the one hand, and the Holders, on the other hand, from their sale
of Transfer Restricted Securities or (ii) if the allocation provided by clause
8(d)(i) is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause 8(d)(i) above
but also the relative fault of the Company and the Guarantors, on the one hand,
and of the Holder, on the other hand, in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
judgments, as well as any other relevant equitable considerations. The relative
fault of the Company and the Guarantors, on the one hand, and of the Holder, on
the other hand, shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company or such Guarantor, on the one hand, or by the Holder, on the other hand,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid or
payable by a party as a result of the losses, claims, damages, liabilities and
judgments referred to above shall be deemed to include, subject to the
limitations set forth in the second paragraph of Section 8(a), any legal or
other fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim.

                                       18

<PAGE>

      The Company, the Guarantors and each Holder agree that it would not be
just and equitable if contribution pursuant to this Section 8(d) were determined
by pro rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any matter, including any
action that could have given rise to such losses, claims, damages, liabilities
or judgments. Notwithstanding the provisions of this Section 8, no Holder, its
directors, its officers or any Person, if any, who controls such Holder shall be
required to contribute, in the aggregate, any amount in excess of the amount by
which the total received by such Holder with respect to the sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds the amount of
any damages which such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Holders' obligations to
contribute pursuant to this Section 8(c) are several in proportion to the
respective principal amount of Transfer Restricted Securities held by each
Holder hereunder and not joint.

SECTION 9. RULE 144A AND RULE 144

      The Company and each Guarantor agrees with each Holder, for so long as any
Transfer Restricted Securities remain outstanding and during any period in which
the Company or such Guarantor (i) is not subject to Section 13 or 15(d) of the
Exchange Act, to make available, upon request of any Holder, to such Holder or
beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities
designated by such Holder or beneficial owner, the information required by Rule
144A(d)(4) under the Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of
the Exchange Act, to use all commercially reasonable efforts to make all filings
required thereby in a timely manner in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144.

SECTION 10. MISCELLANEOUS

      (a) [INTENTIONALLY OMITTED]

      (b) No Inconsistent Agreements. Neither the Company nor any Guarantor
will, on or after the date of this Agreement, enter into any agreement with
respect to its securities that is inconsistent with the rights granted to the
Holders in this Agreement or otherwise conflicts with the provisions hereof.
Neither the Company nor any Guarantor has previously entered into any agreement
granting any registration rights with respect to its securities to any Person.
The rights granted to the Holders hereunder do not in any way conflict with and
are not inconsistent with the rights granted to the holders of the Company's and
the Guarantors' securities under any agreement in effect on the date hereof.

                                       19

<PAGE>

      (c) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this Section 10(c)(i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities held by the
Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent
to departure from the provisions hereof that relates exclusively to the rights
of Holders whose Transfer Restricted Securities are being tendered pursuant to
the Exchange Offer, and that does not affect directly or indirectly the rights
of other Holders whose Transfer Restricted Securities are not being tendered
pursuant to such Exchange Offer, may be given by the Holders of a majority of
the outstanding principal amount of Transfer Restricted Securities subject to
such Exchange Offer.

      (d) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Initial Purchaser, on the other hand, and
shall have the right to enforce such agreements directly to the extent they may
deem such enforcement necessary or advisable to protect its rights or the rights
of Holders hereunder.

      (e) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

            (i) if to a Holder, at the address set forth on the records of the
      Registrar under the Indentures, with a copy to the Registrar under the
      Indentures; and

            (ii) if to the Company or the Guarantors:

                        c/o Calpine Generating Company, LLC
                        50 West San Fernando Street
                        San Jose, California 95113
                        Facsimile No.:
                        Attention:

                        With a copy to:

                        Covington & Burling
                        1330 Avenue of the Americas
                        New York, NY 10019
                        Facsimile No.: (212) 841-1010
                        Attention: William R. Collins

      All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if sent by facsimile; and on the next Business Day, if timely
delivered to an air courier guaranteeing overnight delivery.

                                       20

<PAGE>

      Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indentures.

      (f) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties, including
without limitation and without the need for an express assignment, subsequent
Holders; provided, that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Transfer Restricted Securities in violation of
the terms hereof or of the Purchase Agreement or the Indentures. If any
transferee of any Holder shall acquire Transfer Restricted Securities in any
manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted Securities such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement, and such
Person shall be entitled to receive the benefits hereof.

      (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

      (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

      (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

      (j) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

      (k) Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

                                       21

<PAGE>

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                CALPINE GENERATING COMPANY, LLC

                                By: /s/ Zamir Rauf
                                    --------------------------------------------
                                    Name: Zamir Rauf
                                    Title: Vice President

                                CALGEN FINANCE CORP.

                                By: /s/ Zamir Rauf
                                    --------------------------------------------
                                    Name: Zamir Rauf
                                    Title: Vice President

      (CalGen Finance Corp. Registration Rights Agreement Signature Page)

<PAGE>

MORGAN STANLEY & CO. INCORPORATED

/s/ Bryan W. Andrzejewski
--------------------------------------
Name:  Bryan W. Andrzejewski
Title: Executive Director

      (CalGen Finance Corp. Registration Rights Agreement Signature Page)

<PAGE>

                                                                         Annex A
                                                to Registration Rights Agreement

                        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

<PAGE>

                                                                 Annex A (cont.)
                                               to  Registration Rights Agreement

                        THE GUARANTORS:

                        FREESTONE POWER GENERATION LP
                        CALPINE FREESTONE ENERGY, LP
                        CALPINE POWER EQUIPMENT LP
                        CHANNEL POWER, LP
                        CHANNEL ENERGY CENTER, LP
                        CALPINE CORPUS CHRISTI ENERGY, LP
                        CORPUS CHRISTI COGENERATION LP
                        CALPINE ONETA POWER, LP
                        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