exv10w1w1w2



 







Exhibit 10.1.1.2




EXECUTION DRAFT




FIRST CONSENT, WAIVER AND AMENDMENT




     FIRST CONSENT, WAIVER AND AMENDMENT, dated as of May 3, 2006 (this “Amendment”), to
and under the Amended and Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of
February 23, 2006 (as heretofore amended, supplemented or otherwise modified, the “Credit
Agreement”), among (i) CALPINE CORPORATION (the “Borrower”), (ii) the subsidiaries of
the Borrower named therein (the “Guarantors”), (iii) CREDIT SUISSE SECURITIES (USA) LLC and
DEUTSCHE BANK SECURITIES INC. (“DBSI”), as joint syndication agents (in such capacities,
collectively, the “Syndication Agents”), (iv) DEUTSCHE BANK TRUST COMPANY AMERICAS
(“DB”), as administrative agent for the First Priority Lenders hereunder (in such capacity
and including any successors, the “First Priority Agent”), (v) GENERAL ELECTRIC CAPITAL
CORPORATION (including its successors, “GE Capital”), as Sub-Agent for the Revolving
Lenders hereunder (in such capacity and including any successors, the “Sub-Agent”), (vi)
CREDIT SUISSE (“CS”), as administrative agent for the Second Priority Term Lenders
hereunder (in such capacity and including any successors, the “Second Priority Agent”),
(vii) LANDESBANK HESSEN THÜRINGEN GIROZENTRALE, NEW YORK BRANCH, GE CAPITAL and HSH NORDBANK AG,
NEW YORK BRANCH, as joint documentation agents for the First Priority Lenders hereunder, and
BAYERISCHE LANDESBANK, GE CAPITAL and UNION BANK OF CALIFORNIA, N.A., as joint documentation agents
for the Second Priority Lenders hereunder (in such capacities and including any successors,
collectively, the “Documentation Agents”), and (viii) each of the financial institutions
from time to time party hereto (collectively, the “Lenders”).



W I T N E S S E T H :




     WHEREAS, the Borrower, the Lenders and the Agents are parties to the Credit Agreement;



     WHEREAS, the Borrower has informed the Administrative Agents that an Event of Default will
occur and be continuing as of May 1, 2006, by reason of the Borrower’s failure to deliver audited
financial statements in accordance with the terms of the Credit Agreement;



     WHEREAS, the Borrower has requested that the Administrative Agents and the Lenders waive such
Event of Default;



     WHEREAS, the Borrower has requested that the Lenders consent to the use of proceeds of the
Loans to make certain payments of pre-petition Indebtedness;



     WHEREAS, the Borrower has further requested that the Lenders agree to amend certain provisions
of the Credit Agreement as set forth below; and



     WHEREAS, the Lenders have agreed to such requested waiver, consent and amendments, but only
upon the terms and conditions set forth herein;



 









 





 2




     NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein,
and for other valuable consideration the receipt of which is hereby acknowledged, the Borrower, the
Lenders and the Administrative Agents hereby agree as follows:



     SECTION 1. DEFINITIONS. Unless otherwise defined herein, capitalized terms are used herein as
defined in the Credit Agreement. As used in this Agreement, the following terms shall have the
meanings specified below:



     “Approval Order” shall mean the final, non-appealable order or orders of the
Bankruptcy Court, in each case, in form and substance reasonably acceptable to the Administrative
Agents, approving the First Lien Repayment and specifically approving the use of proceeds of Loans
under the Credit Agreement to effect the First Lien Repayment.



     “First Lien Notes”: the $785 million of 9.625% First Priority Senior Secured Notes due
2014 and issued by the Borrower on September 30, 2004.



     “First Lien Repayment”: the payment, in one or more payments, by the Borrower, in
accordance with the terms of the Approval Order, of $646.11 million of principal outstanding under,
and all other amounts payable in connection with, the First Lien Notes and allowed by the Approval
Order.



     SECTION 2. CONSENT. Effective upon entry by the Bankruptcy Court on the docket in the Cases
of the Approval Order and provided that no Event of Default has occurred and is continuing at the
time of the First Lien Repayment, the Lenders hereby consent to the First Lien Repayment and to the
use of proceeds of Loans under the Credit Agreement to effect the First Lien Repayment approved
pursuant to the Approval Order.



     SECTION 3. WAIVERS.



          3.1 The Lenders hereby waive any Default or Event of Default, together with any default
interest accruing pursuant to Section 2.12(c) of the Credit Agreement, in each case arising solely
by reason of the failure of the Borrower to comply with Section 5.1(a) of the Credit Agreement with
respect to the delivery to the Administrative Agents and the Lenders, for the fiscal year ending
December 31, 2005, of a copy of the audited consolidated balance sheet of the Borrower and its
consolidated Subsidiaries as at the end of such year and the related audited consolidated
statements of operations, stockholders’ equity and of cash flows for such year, setting forth in
each case in comparative form the corresponding consolidated and consolidating figures for the
preceding fiscal year, reported on without qualification arising out of the scope of the audit, by
PricewaterhouseCoopers or another independent certified public accountants of nationally recognized
standing, provided that, such waiver will expire on May 15, 2006 if the Borrower has not
delivered the information required by Section 5.1(a) (as amended by this Amendment) for such fiscal
year to the Administrative Agents and the Lenders by such date, in which case an Event of Default
will be deemed to occur on such date and to be continuing thereafter, and provided further
that, the Administrative Agents may, in their reasonable discretion, extend such May 15, 2006
date to May 31, 2006.




 









 








 3




          3.2 The Lenders hereby waive the Default(s) or Event(s) of Default (if any), together with any
default interest accruing pursuant to Section 2.12(c) of the Credit Agreement (if any) arising from
(i) the failure to have included Calpine Geysers Company, L.P. (“CGCLP”) as a Debtor in the
Cases, to have pledged the equity interests in CGCLP and to have granted security interests in the
assets of CGCLP as Collateral, or to have caused CGCLP to have become a Guarantor or (ii) from any
misstatement, misrepresentation or breach of warranty as a result thereof, in connection therewith
or attributable thereto (including without limitation through or as a result of the omission of
references to CGCLP or its equity interest or assets, or its existence or status as a Subsidiary in
the Credit Agreement, any other Loan Documents or any schedules or exhibits to any Loan Document or
any deliveries made pursuant thereto), provided that, such waiver will expire on May 15,
2006, if a petition to cause CGCLP to become a debtor and debtor-in-possession in a case pending
under Chapter 11 of the Bankruptcy Code has not been filed in the Bankruptcy Court by such date.




     SECTION 4. AMENDMENTS.



          4.1 Amendments to Section 1.1.




          (a) Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of
“Closing Date” and inserting in lieu thereof the following new definition:




          ““Closing Date”: February 23, 2006.”.




          (b) Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of
“Projections” and inserting in lieu thereof the following new definition:




          ““Projections”: the detailed consolidated budget for the 2006 and 2007 fiscal years
of the Borrower and its Subsidiaries (including the consolidated statements of projected cash flow
and projected income and a description of the underlying assumptions applicable thereto) delivered
to the Administrative Agents pursuant to Section 4.1(f) of the Existing Credit Agreement.”.




          4.2 Amendments to Section 5.1.




          (a) Section 5.1(a) of the Credit Agreement is hereby amended by deleting the Section and
inserting in lieu thereof the following new Section:




          “as soon as available and in any event within 105 days after the fiscal year ending December
31, 2005 and ninety (90) days after the end of each fiscal year thereafter, (i) a copy of the
audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end
of such year and the related audited consolidated statements of operations, stockholders’ equity
and of cash flows for such year, and (ii) a copy of the unaudited consolidated balance sheet of
Geysers Power Company, LLC and Silverado Geothermal Resources, Inc., as at the end of such year and
the related unaudited consolidated statements of operations, stockholders’ equity and of cash flows
for such year, and in the case of clause (i), setting forth in comparative form the corresponding
consolidated figures for the preceding fiscal year, reported on without qualification arising out
of the scope of the audit, by




 









 








 4



PricewaterhouseCoopers or another independent certified public accountants of nationally recognized
standing;”




          (b) Section 5.1(b) of the Credit Agreement is hereby amended by deleting the Section and
inserting in lieu thereof the following new Section:




          “as soon as available and in any event within (i) seventy five (75) days after the fiscal
quarter ending March 31, 2006, (ii) sixty (60) days after the fiscal quarter ending June 30, 2006
and (iii) forty-five (45) days after the end of (A) the fiscal quarter ending on September 30, 2006
and (B) each of the first three quarterly fiscal periods of each fiscal year thereafter, (x) a copy
of the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at
the end of such quarter and the related unaudited consolidated statements of income and of cash
flows for such quarter and the portion of the fiscal year through the end of such quarter, setting
forth in each case in comparative form the corresponding consolidated figures for the corresponding
periods in the preceding fiscal year, accompanied by a certificate of a Responsible Officer, which
certificate shall state that such consolidated financial statements fairly present, in all material
respects, the consolidated financial condition and results of operations of the Borrower and its
consolidated Subsidiaries, in accordance with GAAP, consistently applied, as at the end of, and
for, such period (subject to normal year-end audit adjustments and the absence of footnotes), and
(y) a copy of the unaudited consolidated balance sheet of Geysers Power Company, LLC and Silverado
Geothermal Resources, Inc., as at the end of such quarter and the related unaudited consolidated
statements of income and cash flows for such quarter and the portion of the fiscal year through the
end of such quarter, provided that, the seventy-five (75) day period for the fiscal quarter
ending March 31, 2006 may be extended to ninety (90) days by the Administrative Agents acting in
their reasonable discretion ;”




          (c) Section 5.1(c)(ii) of the Credit Agreement is hereby amended by deleting the Section and
inserting in lieu thereof the following new Section:




          “not later than (i) March 10, 2006 as to the fiscal month ending December 31, 2005, (ii)
forty-five (45) days after the fiscal month ending on each of January 31, 2006, February 28, 2006,
March 31, 2006, April 30, 2006, May 31, 2006 and June 30, 2006 and (iii) thirty (30) days after the
end of each month thereafter, (A) the unaudited consolidated balance sheet and the unaudited
consolidated statement of income of the Borrower and its consolidated Subsidiaries for such fiscal
month, together with a comparison to the Projections for the period through the end of such month,
and (B) a copy of the unaudited consolidated balance sheet of Geysers Power Company, LLC and
Silverado Geothermal Resources, Inc., as at the end of such fiscal month and the related unaudited
consolidated statements of income for such fiscal month, together (in the case of clause (A)) with
a comparison to the Projections for the period through the end of such month, in each case
certified by a Responsible Officer as being fairly stated in all material respects (subject to
normal quarter-end and year-end audit adjustments and the absence of footnotes), provided
that, the forty-five (45) day period for the fiscal month ending March 31, 2006 may be extended
to sixty days (60) by the Administrative Agents acting in their reasonable discretion;”




 









 








 5




     (d) Section 5.1(d) of the Credit Agreement is hereby amended by deleting the phrase “Global
Entities” where it appears therein and inserting in lieu thereof the words “Borrower and its
Subsidiaries (other than Foreign Subsidiaries)”.



     (e) Section 5.1(e) of the Credit Agreement is hereby amended by deleting the Section and
inserting in lieu thereof the following new Section:



     “no later than Wednesday of each week, a comparison of (i) actual net cash flows of the
Borrower and its Subsidiaries (other than Foreign Subsidiaries) for the week most recently ended
against (ii) projected net cash flows of the Borrower and its Subsidiaries (other than Foreign
Subsidiaries) for such week most recently delivered pursuant to paragraph (d) above, in form and
substance satisfactory to the Administrative Agents (including a detailed explanation of any
material variances) certified by a Responsible Officer as being fairly stated in all material
respects;”



     4.3 Amendment to Section 5.13. Section 5.13 of the Credit Agreement is hereby amended
by deleting the Section and inserting in lieu thereof the following new Section:



     “(a) Within 90 days of the Closing Date, deliver to the Administrative Agents evidence of the
actions specified as items 2, 6, and 7 on Schedule 5.13, and (b) by November 1, 2006, deliver to
the Administrative Agents evidence of the actions specified as items 1, 3, 4, and 5 on Schedule
5.13, provided that, such November 1, 2006 date may be extended, or the obligation to
deliver such evidence waived, by the Administrative Agents acting in their reasonable discretion
and in each case upon terms and conditions reasonably satisfactory to the Administrative Agents.”



     4.4 Amendment to Section 6.20. Section 6.20 of the Credit Agreement is hereby amended
by inserting the phrase “or such other accounts as are reasonably acceptable to the Collateral
Agent, in each case”, immediately after the phrase “Concentration Account” where it appears in the
second sentence of the Section.



     4.5 Amendments to Section 11.6.



     (a) Section 11.6(c)(iii) of the Credit Agreement is hereby amended by deleting the Section and
inserting in lieu thereof the following new Section:



     “(iii) unless such sale is to another Lender, Related Fund or Affiliate of any Lender, or
involves less than all of the transferor Lender’s rights and obligations under this Agreement, (A)
the amount of the rights and obligations so sold shall, unless otherwise agreed to in writing by
the applicable Administrative Agent, not be less than $1,000,000 and (B) after giving effect to
such assignment, the Commitment of each of the transferor Lender and the transferee Lender shall be
at least $1,000,000, or such lesser amount agreed to by the applicable Administrative Agent,”.



     (b) Section 11.6(c) of the Credit Agreement is hereby amended by inserting immediately after
the phrase “and the Swingline Lender shall be required” where it appears in Section 11.6(c)(iv),
the following:



 









 





 6




          “and (v) and in any case, the sale is not to an entity which is restricted from making future
advances under a revolving credit facility if the sale is under the Revolving Facility or in any
case, to an entity that has filed for relief under the Bankruptcy Code or that is a financially
distressed company”.




          4.6 Amendment to Schedule 6.7A. Schedule 6.7A of the Credit Agreement is hereby
amended by deleting the words “Insurance Captive” where they appear therein and inserting in lieu
thereof the words “Insurance – Captive/External”.




     SECTION 5. CONDITIONS PRECEDENT.



          5.1 Effective Date. This Amendment shall become effective as of the date first set
forth above (the “Amendment Effective Date”) following the date on which all of the
following conditions have been satisfied or waived:




          (a) Execution and Delivery. The Administrative Agents shall have received
counterparts of this Amendment duly executed by (A) the Borrower and the Guarantors and (B) the
Required Lenders;




          (b) Amendment Fee. The Administrative Agents shall have received (i) payment, for
distribution to each Lender that has signed and delivered this Agreement to the Administrative
Agents by not later than 3:00 p.m. (New York City time) on May 3, 2006 (or such later time or date
as agreed by the Borrower and the Administrative Agents), an amendment fee equal to 0.05% of the
Aggregate Outstandings of such Lender then in effect.




          (c) Fees and Expenses. The Administrative Agents shall have received all fees and
accrued expenses of the Administrative Agents (including invoiced fees and expenses of legal
counsel to the Administrative Agents) required to be paid by the Borrower pursuant to Section 11.5;
and




          (d) No Default. After giving effect to this Amendment, there shall be no Default or
Event of Default.




     SECTION 5. GENERAL.



          5.1 Representations and Warranties. In order to induce the Administrative Agents and
the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to the
Administrative Agents and the Lenders that after giving effect to this Amendment, the
representations and warranties of the Borrower contained in the Credit Agreement and the other Loan
Documents are true and correct in all material respects on and as of the Amendment Effective Date
(after giving effect hereto) as if made on and as of the Amendment Effective Date (except where
such representations and warranties expressly relate to an earlier date in which case such
representations and warranties were true and correct in all material respects as of such earlier
date); provided that all references to the “Credit Agreement” in any Loan Document shall be
and are deemed to mean the Credit Agreement as amended hereby.




          5.2 Loan Document. This Amendment constitutes a Loan Document.




 









 








 7




     5.2 GOVERNING LAW. THIS AMENDMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO
THIS AMENDMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK AND, TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE.



     5.3 Counterparts. This Amendment may be executed by the parties hereto in any number
of separate counterparts and all of said counterparts taken together shall be deemed to constitute
one and the same instrument.



     5.4 Consent of Guarantors. Each of the Guarantors hereby consents to the
modifications to the Credit Agreement contemplated hereby.



     5.5 Successors and Assigns. This Amendment shall be binding upon and inure to the
benefit of the Borrower and the Guarantors and each of their respective successors and assigns, and
upon the Administrative Agents and the Lenders and their successors and assigns. The execution and
delivery of this Amendment by any Lender prior to the Amendment Effective Date shall be binding
upon its successors and assigns and shall be effective as to any loans or commitments assigned to
it after such execution and delivery.



     5.6 Limited Effect. Except as expressly modified by this Amendment, the Credit
Agreement and the other Loan Documents are ratified and confirmed and are, and shall continue to
be, in full force and effect in accordance with their respective terms. Each Loan Party
acknowledges and agrees that such Loan Party is truly and justly indebted to the Lenders and the
Administrative Agents for the Obligations, without defense, counterclaim or offset of any kind, and
such Loan Party ratifies and reaffirms the validity, enforceability and binding nature of such
Obligations. The Borrower acknowledges and agrees that nothing in this Amendment shall constitute
an indication of the Lenders’ willingness to consent to any other amendment or waiver of any other
provision of the Credit Agreement or a waiver of any Default or Event of Default not referenced in
Section 3 hereof or for any other time period.



     5.7 Headings. Section headings used in this Amendment are for convenience of reference
only, are not part of this Amendment and are not to affect the constructions of, or to be taken
into consideration in interpreting, this Amendment.



 









 




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




	 	 	 	 	 
	 	BORROWER:

CALPINE CORPORATION

 	 
	 	By:  	/s/ Eric N. Pryor
 	 
	 	 	Name:  	Eric N. Pryor 	 
	 	 	Title:  	 	 
	 



 









 








	 	 	 
	 	 	GUARANTORS:
	 

	 	AMELIA ENERGY CENTER, LP
	 

	 	ANACAPA LAND COMPANY, LLC
	 

	 	ANDERSON SPRINGS ENERGY COMPANY
	 

	 	ANDROSCOGGIN ENERGY, INC.
	 

	 	AUBURNDALE PEAKER ENERGY CENTER, LLC
	 

	 	AUGUSTA DEVELOPMENT COMPANY, LLC
	 

	 	AVIATION FUNDING CORP.
	 

	 	BAYTOWN ENERGY CENTER, LP
	 

	 	BAYTOWN POWER GP, LLC
	 

	 	BAYTOWN POWER, LP
	 

	 	BELLINGHAM COGEN, INC.
	 

	 	BETHPAGE FUEL MANAGEMENT INC.
	 

	 	BLUE HERON ENERGY CENTER, LLC
	 

	 	BLUE SPRUCE HOLDINGS, LLC
	 

	 	BROAD RIVER ENERGY LLC
	 

	 	BROAD RIVER HOLDINGS, LLC
	 

	 	CALGEN EQUIPMENT FINANCE COMPANY, LLC
	 

	 	CALGEN EQUIPMENT FINANCE HOLDINGS, LLC
	 

	 	CALGEN EXPANSION COMPANY, LLC
	 

	 	CALGEN FINANCE CORPORATION
	 

	 	CALGEN PROJECT EQUIPMENT FINANCE COMPANY ONE, LLC
	 

	 	CALGEN PROJECT EQUIPMENT FINANCE COMPANY THREE, LLC
	 

	 	CALGEN PROJECT EQUIPMENT FINANCE COMPANY TWO, LLC
	 

	 	CALPINE ACADIA HOLDINGS, LLC
	 

	 	CALPINE ADMINISTRATIVE SERVICES COMPANY, INC.
	 

	 	CALPINE AGNEWS, INC.
	 

	 	CALPINE AMELIA ENERGY CENTER GP, LLC
	 

	 	CALPINE AMELIA ENERGY CENTER LP, LLC
	 

	 	CALPINE AUBURNDALE HOLDINGS, LLC
	 

	 	CALPINE BAYTOWN ENERGY CENTER GP, LLC






 









 






	 	 	 
	 	 	GUARANTORS:
	 

	 	CALPINE BAYTOWN ENERGY CENTER LP, LLC
	 

	 	CALPINE BETHPAGE 3 PIPELINE CONSTRUCTION COMPANY, INC.
	 

	 	CALPINE BETHPAGE 3, LLC
	 

	 	CALPINE C*POWER, INC.
	 

	 	CALPINE CALGEN HOLDINGS, INC.
	 

	 	CALPINE CALIFORNIA DEVELOPMENT COMPANY, LLC
	 

	 	CALPINE CALIFORNIA ENERGY FINANCE, LLC
	 

	 	CALPINE CALIFORNIA EQUIPMENT FINANCE COMPANY, LLC
	 

	 	CALPINE CALISTOGA HOLDINGS, LLC
	 

	 	CALPINE CENTRAL TEXAS GP, INC.
	 

	 	CALPINE CENTRAL, INC.
	 

	 	CALPINE CENTRAL, L.P.
	 

	 	CALPINE CENTRAL-TEXAS, INC.
	 

	 	CALPINE CHANNEL ENERGY CENTER GP, LLC
	 

	 	CALPINE CHANNEL ENERGY CENTER LP, LLC
	 

	 	CALPINE CLEAR LAKE ENERGY GP, LLC
	 

	 	CALPINE CLEAR LAKE ENERGY, LP
	 

	 	CALPINE COGENERATION CORPORATION
	 

	 	CALPINE CONSTRUCTION MANAGEMENT COMPANY, INC.
	 

	 	CALPINE CORPUS CHRISTI ENERGY GP, LLC
	 

	 	CALPINE CORPUS CHRISTI ENERGY, LP
	 

	 	CALPINE DECATUR PIPELINE, INC.
	 

	 	CALPINE DECATUR PIPELINE, L.P.
	 

	 	CALPINE DIGHTON, INC.
	 

	 	CALPINE EAST FUELS, INC.
	 

	 	CALPINE EASTERN CORPORATION
	 

	 	CALPINE ENERGY SERVICES HOLDINGS, INC.
	 

	 	CALPINE ENERGY SERVICES, LP
	 

	 	CALPINE FINANCE COMPANY
	 

	 	CALPINE FREESTONE ENERGY GP, LLC
	 

	 	CALPINE FREESTONE ENERGY, LP






 









 






	 	 	 
	 	 	GUARANTORS:
	 

	 	CALPINE FREESTONE, LLC
	 

	 	CALPINE FUELS CORPORATION
	 

	 	CALPINE GAS HOLDINGS, LLC
	 

	 	CALPINE GENERATING COMPANY, LLC
	 

	 	CALPINE GEYSERS COMPANY, L.P.
	 

	 	CALPINE GILROY 1, INC.
	 

	 	CALPINE GILROY 2, INC.
	 

	 	CALPINE GILROY COGEN, L.P.
	 

	 	CALPINE GLOBAL SERVICES COMPANY, INC.
	 

	 	CALPIRIE GORDONSVILLE GP HOLDINGS, LLC
	 

	 	CALPINE GORDONSVILLE LP HOLDINGS, LLC
	 

	 	CALPINE GORDONSVILLE, LLC
	 

	 	CALPINE GREENLEAF HOLDINGS, INC.
	 

	 	CALPINE GREENLEAF, INC.
	 

	 	CALPINE HIDALGO DESIGN, L.P.
	 

	 	CALPINE HIDALGO ENERGY CENTER, L.P.
	 

	 	CALPINE HIDALGO HOLDINGS, INC.
	 

	 	CALIPNE HIDALGO POWER GP, LLC
	 

	 	CALPINE HIDALGO POWER, LP
	 

	 	CALPINE HIDALGO, INC.
	 

	 	CALPINE INTERNATIONAL HOLDINGS, INC.
	 

	 	CALPINE INTERNATIONAL, LLC
	 

	 	CALPINE INVESTMENT HOLDINGS, LLC
	 

	 	CALPINE KENNEDY AIRPORT, INC.
	 

	 	CALPINE KENNEDY OPERATORS INC.
	 

	 	CALPINE KIA, INC.
	 

	 	CALPINE LEASING INC.
	 

	 	CALPINE LONG ISLAND, INC.
	 

	 	CATPTNE LOST PINES OPERATIONS, INC.
	 

	 	CALPINC LOUISIANA PIPELINE COMPANY
	 

	 	CALPINE MAGIC VALLEY PIPELINE, INC.
	 

	 	CALPINE MONTEREY COGENERATION, INC.
	 

	 	CALPINE MVP, INC.






 









 






	 	 	 
	 	 	GUARANTORS:
	 

	 	CALPINE NCTP GP, LLC
	 

	 	CALPINE NCTP, LP
	 

	 	CALPINE NORTHBROOK CORPORATION OF MAINE, INC.
	 

	 	CALPINE NORTHBROOK ENERGY HOLDING, LLC
	 

	 	CALPINE NORTHBROOK ENERGY, LLC
	 

	 	CALPINE NORTHBROOK HOLDINGS CORPORATION
	 

	 	CALPINE NORTHBROOK INVESTORS, LLC
	 

	 	CALPINE NORTHBROOK PROJECT HOLDINGS, LLC
	 

	 	CALPINE NORTHBROOK SERVICES, LLC
	 

	 	CALPINE NORTHBROOK SOUTHCOAST INVESTORS, LLC
	 

	 	CALPINE NTC, LP
	 

	 	CALPINE ONETA POWER I, LLC
	 

	 	CALPINE ONETA POWER II LLC
	 

	 	CALPINE ONETA POWER, L.P.
	 

	 	CALPINE OPERATING SERVICES COMPANY, INC.
	 

	 	CALPINE OPERATIONS MANAGEMENT COMPANY, INC.
	 

	 	CALPINE PASTORIA HOLDINGS, LLC
	 

	 	CALPINE PHILADELPHIA, INC.
	 

	 	CALPINE PITTSBURG, LLC
	 

	 	CALPINE POWER COMPANY
	 

	 	CALPINE POWER EQUIPMENT LP
	 

	 	CALPINE POWER MANAGEMENT, INC.
	 

	 	CALPINE POWER MANAGEMENT, LP
	 

	 	CALPINE POWER SERVICES, INC
	 

	 	CALPINE POWER, INC.
	 

	 	CALPINE POWERAMERICA, INC.
	 

	 	CALPINE POWERAMERICA — CA, LLC
	 

	 	CALPINE POWERAMERICA — CT, LLC
	 

	 	CALPINE POWERAMERICA — MA, LLC
	 

	 	CALPINE POWERAMERICA — ME, LLC
	 

	 	CALPINE POWERAMERICA — NH, LLC
	 

	 	CALPINE POWERAMERICA — NY, LLC
	 

	 	CALPINE POWERAMERICA — OR, LLC
	 

	 	CALPINE POWERAMERICA, LP
	 

	 	CALPINE PRODUCER SERVICES, L.P.






 









 






	 	 	 
	 	 	GUARANTORS:
	 

	 	CALPINE PROJECT HOLDINGS, INC.
	 

	 	CALPINE PRYOR, INC.
	 

	 	CALPINE RUMFORD I, INC.
	 

	 	CALPINE RUMFORD, INC.
	 

	 	CALPINE SCHUYLKILL, INC.
	 

	 	CALPINE SISKIYOU GEOTHERMAL PARTNERS, L.P.
	 

	 	CALPINE SONORAN PIPELINE LLC
	 

	 	CALPINE STONY BROOK, INC.
	 

	 	CALPINE STONY BROOK OPERATORS, INC.
	 

	 	CALPINE STONY BROOK POWER MARKETING, LLC
	 

	 	CALPINE SUMAS, INC.
	 

	 	CALPINE TCCL HOLDINGS, INC.
	 

	 	CALPINE TEXAS PIPELINE GP, INC.
	 

	 	CALPINE TEXAS PIPELINE LP, INC.
	 

	 	CALPINE TEXAS PIPELINE, L.P.
	 

	 	CALPINE TIVERTON 1, INC.
	 

	 	CALPINE TIVERTON, INC.
	 

	 	CALPINE ULC I HOLDING, LLC
	 

	 	CALPINE UNIVERSITY POWER, INC.
	 

	 	CALPINE UNRESTRICTED FUNDING, LLC
	 

	 	CALPINE UNRESTRICTED HOLDINGS, LLC
	 

	 	CALPINE VAPOR, INC.
	 

	 	CARVILLE ENERGY LLC
	 

	 	CCFC DEVELOPMENT COMPANY, LLC
	 

	 	CCFC EQUIPMENT FINANCE COMPANY, LLC
	 

	 	CCFC PROJECT EQUIPMENT FINANCE COMPANY ONE, LLC
	 

	 	CES GP, LLC
	 

	 	CGC DIGHTON, LLC
	 

	 	CHANNEL ENERGY CENTER, LP
	 

	 	CHANNEL POWER GP, LLC
	 

	 	CHANNEL POWER, LP
	 

	 	CLEAR LAKE COGENERATION LIMITED PARTNERSHIP
	 

	 	COGENAMERICA ASIA INC.
	 

	 	COGENAMERICA PARLIN SUPPLY CORP.
	 

	 	COLUMBIA ENERGY LLC
	 

	 	CORPUS CHRISTI COGENERATION






 









 






	 	 	 
	 	 	GUARANTORS:
	 

	 	L.P.
	 

	 	CPN 3RD TURBINE, INC.
	 

	 	CPN ACADIA, INC.
	 

	 	CPN BERKS GENERATION, INC,
	 

	 	CPN BERKS, LLC
	 

	 	CPN BETHPAGE 3RD TURBINE, INC.
	 

	 	CPN CASCADE, INC.
	 

	 	CPN CLEAR LAKE, INC.
	 

	 	CPN DECATUR PIPELINE, INC.
	 

	 	CPN ENERGY SERVICES GP, INC.
	 

	 	CPN ENERGY SERVICES LP, INC.
	 

	 	CPN FREESTONE, LLC
	 

	 	CPN FUNDING, INC.
	 

	 	CPN MORRIS, INC.
	 

	 	CPN OXFORD, INC.
	 

	 	CPN PIPELINE COMPANY
	 

	 	CPN PLEASANT HILL OPERATING, LLC
	 

	 	CPN PLEASANT HILL, LLC
	 

	 	CPN POWER SERVICES GP, LLC
	 

	 	CPN PRYOR FUNDING CORPORATION
	 

	 	CPN TELEPHONE FLAT, INC.
	 

	 	DECATUR ENERGY CENTER, LLC
	 

	 	DEER PARK POWER GP, LLC
	 

	 	DEER PARK POWER, LP
	 

	 	DELTA ENERGY CENTER, LLC
	 

	 	DIGHTON POWER ASSOCIATES LIMITED PARTNERSHIP
	 

	 	EAST ALTAMONT ENERGY CENTER, LLC
	 

	 	FOND DU LAC ENERGY CENTER, LLC
	 

	 	FONTANA ENERGY CENTER, LLC
	 

	 	FREESTONE POWER GENERATION, LP
	 

	 	FREESTONE POWER GENERATION, LP
	 

	 	GEC BETHPAGE INC.
	 

	 	GEOTHERMAL ENERGY PARTNERS LLC
	 

	 	GEYSERS POWER COMPANY II, LLC
	 

	 	GEYSERS POWER COMPANY, LLC
	 

	 	GEYSERS POWER I COMPANY
	 

	 	GOLDENDALE ENERGY CENTER, LLC
	 

	 	HAMMOND ENERGY LLC
	 

	 	HILLABEE ENERGY CENTER, LLC
	 

	 	IDELWILD FUEL MANAGEMENT CORP.






 









 






	 	 	 
	 	 	GUARANTORS:
	 

	 	JMC BETHPAGE, INC.
	 

	 	KIAC PARTNERS
	 

	 	LAKE WALES ENERGY CENTER, LLC
	 

	 	LAWRENCE ENERGY CENTER, LLC
	 

	 	LONE OAK ENERGY CENTER, LLC
	 

	 	LOS ESTEROS CRITICAL ENERGY FACILITY, LLC
	 

	 	LOS MEDANOS ENERGY CENTER LLC
	 

	 	MAGIC VALLEY GAS PIPELINE GP, LLC
	 

	 	MAGIC VALLEY GAS PIPELINE, LP
	 

	 	MAGIC VALLEY PIPELINE, L.P.
	 

	 	MEP PLEASANT HILL, LLC
	 

	 	MOAPA ENERGY CENTER, LLC
	 

	 	MOBILE ENERGY LLC
	 

	 	MODOC POWER, INC.
	 

	 	MORGAN ENERGY CENTER, LLC
	 

	 	MOUNT HOFFMAN GEOTHERMAL COMPANY, L.P.
	 

	 	MT. VERNON ENERGY LLC
	 

	 	NEWSOUTH ENERGY LLC
	 

	 	NISSEQUOGUE COGEN PARTNERS
	 

	 	NORTHWEST COGENERATION, INC.
	 

	 	NTC FIVE, INC.
	 

	 	NTC GP, LLC
	 

	 	NUECES BAY ENERGY LLC
	 

	 	O.L.S. ENERGY-AGNEWS, INC.
	 

	 	ODYSSEY LAND ACQUISITION COMPANY
	 

	 	PAJARO ENERGY CENTER, LLC
	 

	 	PASTORIA ENERGY CENTER, LLC
	 

	 	PASTORIA ENERGY FACILITY, LLC
	 

	 	PHILADELPHIA BIOGAS SUPPLY, INC.
	 

	 	PHIPPS BEND ENERGY CENTER, LLC
	 

	 	PINE BLUFF ENERGY, LLC
	 

	 	POWER INVESTORS, L.L.C.
	 

	 	QUINTANA CANADA HOLDINGS, LLC
	 

	 	ROCKGEN ENERGY LLC
	 

	 	RUMFORD POWER ASSOCIATES LIMITED PARTNERSHIP
	 

	 	RUSSELL CITY ENERGY CENTER, LLC
	 

	 	SAN JOAQUIN VALLEY ENERGY CENTER, LLC
	 

	 	SILVERADO GEOTHERMAL RESOURCES, INC.






 









 






	 	 	 
	 	 	GUARANTORS:
	 

	 	SKIPANON NATURAL GAS, LLC
	 

	 	SOUTH POINT ENERGY CENTER, LLC
	 

	 	SOUTH POINT HOLDINGS, LLC
	 

	 	STONY BROOK COGENERATION, INC.
	 

	 	STONY BROOK FUEL MANAGEMENT CORP.
	 

	 	SUTTER DRYERS, INC.
	 

	 	TBG COGEN PARTNERS
	 

	 	TEXAS CITY COGENERATION, L.P.
	 

	 	TEXAS COGENERATION COMPANY
	 

	 	TEXAS COGENERATION FIVE, INC.
	 

	 	TEXAS COGENERATION ONE COMPANY
	 

	 	THERMAL POWER COMPANY
	 

	 	THOMASSEN TURBINE SYSTEMS AMERICA, INC.
	 

	 	TIVERTON POWER ASSOCIATES LIMITED PARTNERSHIP
	 

	 	TOWANTIC ENERGY, L.L.C.
	 

	 	VEC HOLDINGS, LLC
	 

	 	VENTURE ACQUISITION COMPANY
	 

	 	VINEYARD ENERGY CENTER, LLC
	 

	 	WAWAYANDA ENERGY CENTER, LLC
	 

	 	WHATCOM COGENERATION PARTNERS, L.P.
	 

	 	ZION ENERGY LLC






	 	 	 	 	 
	 	By:  	/s/ Eric N. Pryor
 	 
	 	 	Name:  	Eric N. Pryor 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 
	 	CPN POWER SERVICES, LP

 	 
	 	By:  	/s/ Eric N. Pryor
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 
	 	POWER SYSTEMS MFG., LLC

 	 
	 	By:  	/s/ Charles B. Clark, Jr.
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 
	 	AGENTS AND LENDERS:



DEUTSCHE BANK TRUST COMPANY AMERICAS, as an Administrative Agent and as a Lender
 
 	 
	 	By:  	/s/ Marcus M. Tarkington
 	 
	 	 	Name:  	Marcus M. Tarkington 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	By:  	                                                      /s/ Steven A. Cohen
 	 
	 	 	Name:  	Steven A. Cohen 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as an 

Administrative Agent and as a Lender

 	 
	 	By:  	/s/ James Moran
 	 
	 	 	Name:  	James Moran 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	By:  	/s/ Dana F. Klein
 	 
	 	 	Name:  	Dana F. Klein 	 
	 	 	Title:  	Managing Director 	 



 









 








 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED
AS OF MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM
LOAN AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG
CALPINE CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED
THEREIN, THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE
AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND
THE OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Blue Mountain CLO I







	 	 	 	 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature page to the First Consent, Waiver and Amendment




 









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Sankaty Advisors, LLC as Collateral
Manager for Castle Hill II –
INGOTS, Ltd., as Term Lender







	 	 	 	 	 
	 	By:  	/s/ James F. Kellogg
 	 
	 	 	Name:  	James F. Kellogg 	 
	 	 	Title:  	Managing Director 	 




Signature page to the First Consent, Waiver and Amendment




 









 








 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



GENERAL PARTNER:



TCW BASS LAKE PARTNERS, LLC.
as General Partner



TCW ASSET MANAGEMENT COMPANY
its Managing Member







	 	 	 	 	 
	 	By:  	/s/ Melissa V. Weiler
 	 
	 	 	Name:  	Melissa V. Weiler 	 
	 	 	Title:  	Managing Directo 	 
	 



	 	 	 	 	 
	 	By:  	/s/ Craig J. Rethmeyer
 	 
	 	 	Name:  	Craig J. Rethmeyer 	 
	 	 	Title:  	Senior Vice President 	 



Signature page to the First Consent, Waiver and Amendment




 









 








 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



TCW Senior Secured Floating Rate Loan Fund, L.P.
By: TCW Advisors, Inc., as its Investment Advisor







	 	 	 	 	 
	 	By:  	/s/ Wayne Hosang
 	 
	 	 	Name:  	G. Wayne Hosang 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	By:  	/s/ Vikas Mavinkurve
 	 
	 	 	Name:  	Vikas Mavinkurve 	 
	 	 	Title:  	Vice President 	 



Signature page to the First Consent, Waiver and Amendment




 









 








 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



TRS BRUIN LLC







	 	 	 	 	 
	 	By:  	/s/ Deirdre Whorton
 	 
	 	 	Name:  	Deirdre Whorton 	 
	 	 	Title:  	Assistant Vice President 	 



Signature page to the First Consent, Waiver and Amendment




 









 








 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



TRS VENOR LLC







	 	 	 	 	 
	 	By:  	/s/ Deirdre Whorton
 	 
	 	 	Name:  	Deirdre Whorton 	 
	 	 	Title:  	Assistant Vice President 	 




Signature page to the First Consent, Waiver and Amendment




 









 







 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



[Illegible]







	 	 	 	 	 
	 	By:  	/s/ W. C. Pappas
 	 
	 	 	Name:  	W. C. Pappas 	 
	 	 	Title:  	Vice President 	 




Signature page to the First Consent, Waiver and Amendment




 









 







 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



[Illegible]







	 	 	 	 	 
	 	By:  	/s/ W. C. Pappas
 	 
	 	 	Name:  	W. C. Pappas 	 
	 	 	Title:  	Vice President 	 



Signature page to the First Consent, Waiver and Amendment




 









 








 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



[Illegible]







	 	 	 	 	 
	 	By:  	/s/ W. C. Pappas
 	 
	 	 	Name:  	W. C. Pappas 	 
	 	 	Title:  	Vice President 	 



Signature page to the First Consent, Waiver and Amendment




 









 







 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



[Illegible]







	 	 	 	 	 
	 	By:  	/s/ W. C. Pappas
 	 
	 	 	Name:  	W. C. Pappas 	 
	 	 	Title:  	Vice President 	 


Signature page to the First Consent, Waiver and Amendment





 









 








 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



[Illegible]







	 	 	 	 	 
	 	By:  	/s/ W. C. Pappas
 	 
	 	 	Name:  	W. C. Pappas 	 
	 	 	Title:  	Vice President 	 



Signature page to the First Consent, Waiver and Amendment




 









 








 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



[Illegible] Capital Partners [Illegible] LP







	 	 	 	 	 
	 	By:  	/s/ Jon Jackson
 	 
	 	 	Name:  	Jon Jackson 	 
	 	 	Title:  	Principal 	 



Signature page to the First Consent, Waiver and Amendment




 









 








 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



ARES ENHANCED LOAN INVESTMENT STRATEGY, LTD.





			
	By:	 	Ares Enhanced Loan Management, L.P.,
 Investment Manager






			
	By:	 	Ares Enhanced Loan GP, LLC
Its General Partner








	 	 	 	 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature page to the First Consent, Waiver and Amendment




 









 







 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



ARES ENHANCED LOAN INVESTMENT STRATEGY II, LTD.





			
	By:	 	Ares Enhanced Loan Management II, L.P.,
Investment Manager






			
	By:	 	Ares Enhanced Loan GP II, LLC
Its General Partner








	 	 	 	 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature page to the First Consent, Waiver and Amendment




 









 







 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Ares X CLO, Ltd.





			
	By:	 	Ares CLO Management X, L.P.,
Investment Manager






			
	By:	 	Ares CLO GP X, LLC,
Its General Partner








	 	 	 	 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature page to the First Consent, Waiver and Amendment




 









 








 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Ares IIR CLO, Ltd.





			
	By:	 	Ares CLO Management IIR, L.P.,
Investment Manager






			
	By:	 	Ares CLO GP IIR, LLC,
Its General Partner








	 	 	 	 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Ares VR CLO Ltd.





			
	By:	 	Ares CLO Management VR, L.P.,
Investment Manager






			
	By:	 	Ares CLO GP VR, LLC,
Its General Partner








	 	 	 	 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Ares VIR CLO Ltd.





			
	By:	 	Ares CLO Management VIR, L.P.,
Investment Manager






			
	By:	 	Ares CLO GP VIR, LLC,
Its General Partner








	 	 	 	 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Ares VIII CLO Ltd.





			
	By:	 	Ares CLO Management VIII, L.P.,
Investment Manager






			
	By:	 	Ares CLO GP VIII, LLC,
Its General Partner








	 	 	 	 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Ares IX CLO Ltd.





			
	By:	 	Ares CLO Management IX, L.P.,
Investment Manager






			
	By:	 	Ares CLO GP IX, LLC,
Its General Partner








	 	 	 	 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



CONFLUENT 2 LIMITED



By: Ares Private Account Management I, L.P.,
as Sub-Manager



By: Ares Private Account Management I GP, LLC,
as General Partner



By: Ares Management LLC, as Manager







	 	 	 	 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Venor Capital Master Fund Ltd.







	 	 	 	 	 
	 	By:  	/s/ Michael Wartell
 	 
	 	 	Name:  	Michael Wartell 	 
	 	 	Title:  	Principal 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



TRS CALLISTO LLC







	 	 	 	 	 
	 	By:  	/s/ Deirdre Whorton
 	 
	 	 	Name:  	Deirdre Whorton 	 
	 	 	Title:  	Assistant Vice President 	 


Signature page to the First Consent, Waiver and Amendment





 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



HSH Nordbank, New York Branch







	 	 	 	 	 
	 	By:  	/s/ Steven Pottle
 	 
	 	 	Name:  	Steven Pottle 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	By:  	/s/ [Illegible}
 	 
	 	 	Name:  	Jack [Illegible] 	 
	 	 	Title:  	Senior Vice President 	 



Signature page to the First Consent, Waiver and Amendment





 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



FALL CREEK CLO, Ltd.







	 	 	 	 	 
	 	By:  	/s/ Thomas N. Davis
 	 
	 	 	Name:  	Thomas N. Davis 	 
	 	 	Title:  	Authorized Signor 	 


Signature page to the First Consent, Waiver and Amendment





 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



EAGLE CREEK CLO, Ltd.







	 	 	 	 	 
	 	By:  	/s/ Thomas N. Davis
 	 
	 	 	Name:  	Thomas N. Davis 	 
	 	 	Title:  	Authorized Signor 	 


Signature page to the First Consent, Waiver and Amendment





 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Citibank, N.A.







	 	 	 	 	 
	 	By:  	/s/ Deborah R. Clark
 	 
	 	 	Name:  	Deborah R. Clark 	 
	 	 	Title:  	Attorney-in-Fact 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



AIMCO CLO, Series 2005-A







	 	 	 	 	 
	 	By:  	/s/ Breege A. Farrell
 	 
	 	 	Name:  	Breege A. Farrell 	 
	 	 	Title:  	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	By:  	/s/ Jerry D. Zinkula
 	 
	 	 	Name:  	Jerry D. Zinkula 	 
	 	 	Title:  	Authorized Signatory 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



AIMCO CLO, Series 2005-A







	 	 	 	 	 
	 	By:  	/s/ Breege A. Farrell
 	 
	 	 	Name:  	Breege A. Farrell 	 
	 	 	Title:  	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	By:  	/s/ Jerry D. Zinkula
 	 
	 	 	Name:  	Jerry D. Zinkula 	 
	 	 	Title:  	Authorized Signatory 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



LATITUDE CLO II, LTD.







	 	 	 	 	 
	 	By:  	/s/ Chauncey F. Lufkin, III
 	 
	 	 	Name:  	Chauncey F. Lufkin, III 	 
	 	 	Title:  	Chief Investment Officer 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



KC CLO II PLC







	 	 	 	 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Name:  	[Illegible] 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	By:  	/s/ Steve Martin
 	 
	 	 	Name:  	Steve Martin 	 
	 	 	Title:  	Vice President 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



MERRILL LYNCH CREDIT PRODUCTS, LLC







	 	 	 	 	 
	 	By:  	/s/ Neyda Darias
 	 
	 	 	Name:  	Neyda Darias 	 
	 	 	Title:  	Vice President 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



OCM High Yield Plus Fund, L.P.





			
	By:	 	OCM High Yield Plus Fund GP, LLC






			
	Its:	 	General Partner






			
	               By:     	 	Oaktree Capital Management, LLC






			
	               Its:     	 	Managing Member








	 	 	 	 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	By:  	/s/ Richard Ting
 	 
	 	 	Richard Ting 	 
	 	 	Title:  	Senior Vice President 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Stedman CBNA Loan Funding LLC, for itself or
as agent for Stedman CFPI Loan Funding LLC.







	 	 	 	 	 
	 	By:  	/s/ Mikus N. Kins
 	 
	 	 	Name:  	Mikus N. Kins 	 
	 	 	Title:  	Attorney-in-fact 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Trumbull THC2 Loan Funding LLC, for itself or as
agent for Trumbull THC2 CFPI Loan Funding LLC.







	 	 	 	 	 
	 	By:  	/s/ Mikus N. Kins
 	 
	 	 	Name:  	Mikus N. Kins 	 
	 	 	Title:  	Attorney-in-fact 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Atrium CDO







	 	 	 	 	 
	 	By:  	/s/ David H. Lerner
 	 
	 	 	Name:  	David H. Lerner 	 
	 	 	Title:  	Authorized Signatory 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Atrium III







	 	 	 	 	 
	 	By:  	/s/ David H. Lerner
 	 
	 	 	Name:  	David H. Lerner 	 
	 	 	Title:  	Authorized Signatory 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Atrium V







	 	 	 	 	 
	 	By:  	/s/ David H. Lerner
 	 
	 	 	Name:  	David H. Lerner 	 
	 	 	Title:  	Authorized Signatory 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



CSAM Funding I







	 	 	 	 	 
	 	By:  	/s/ David H. Lerner
 	 
	 	 	Name:  	David H. Lerner 	 
	 	 	Title:  	Authorized Signatory 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



CSAM Funding II







	 	 	 	 	 
	 	By:  	/s/ David H. Lerner
 	 
	 	 	Name:  	David H. Lerner 	 
	 	 	Title:  	Authorized Signatory 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



CSAM Funding III







	 	 	 	 	 
	 	By:  	/s/ David H. Lerner
 	 
	 	 	Name:  	David H. Lerner 	 
	 	 	Title:  	Authorized Signatory 	 



Signature page to the First Consent, Waiver and Amendment



 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



CSAM Funding IV







	 	 	 	 	 
	 	By:  	/s/ David H. Lerner
 	 
	 	 	Name:  	David H. Lerner 	 
	 	 	Title:  	Authorized Signatory 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



CS Credit Strategies







	 	 	 	 	 
	 	By:  	/s/ David H. Lerner
 	 
	 	 	Name:  	David H. Lerner 	 
	 	 	Title:  	Authorized Signatory 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Madison Park Funding II







	 	 	 	 	 
	 	By:  	/s/ David H. Lerner
 	 
	 	 	Name:  	David H. Lerner 	 
	 	 	Title:  	Authorized Signatory 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Atlas Loan Funding (Hartford), LLC



By: Atlas Capital Funding, Ltd.

By: Structured Asset Investors, LLC

Its Investment Manager







	 	 	 	 	 
	 	By:  	/s/ Diana M. Himes
 	 
	 	 	Name:  	Diana M. Himes 	 
	 	 	Title:  	Associate 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



AVENUE CLO III, LIMITED







	 	 	 	 	 
	 	By:  	/s/ Richard D’Addario
 	 
	 	 	Name:  	Richard D’Addario 	 
	 	 	Title:  	Senior Portfolio Manager 	 


Signature page to the First Consent, Waiver and Amendment





 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



AVENUE CLO II, LIMITED







	 	 	 	 	 
	 	By:  	/s/ Richard D’Addario
 	 
	 	 	Name:  	Richard D’Addario 	 
	 	 	Title:  	Senior Portfolio Manager 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



GLC CDO I, Ltd.



By: Global Leveraged Capital Management, LLC, as Collateral Manager







	 	 	 	 	 
	 	By:  	/s/ Michael Ferris
 	 
	 	 	Name:  	Michael Ferris 	 
	 	 	Title:  	Principal 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG







	 	 	 	 	 
	 	By:  	/s/ Bryan J. Lynch
 	 
	 	 	Name:  	Bryan J. Lynch 	 
	 	 	Title:  	First Vice President 	 
	 



	 	 	 	 	 
	 	By:  	/s/ Patrick W. Kunkel
 	 
	 	 	Name:  	Patrick W. Kunkel 	 
	 	 	Title:  	Director 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



CREDIT SUISSE, Cayman Islands Branch







	 	 	 	 	 
	 	By:  	/s/ Dana F. Klein
 	 
	 	 	Name:  	Dana F. Klein 	 
	 	 	Title:  	Managing Director 	 
	 





 







	 	 	 	 	 
	 	            /s/ Barry Zamore
 	 
	 	            Barry Zamore 	 
	 	            Managing Director 	 
	 







 









 




Signature page to the First Consent, Waiver and Amendment








 







 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



The Hartford Mutual Funds, Inc., on behalf of the
Hartford Floating Rate Fund by Hartford
Investment Management Company, its sub-advisor,
as a lender,







	 	 	 	 	 
	 	By:  	/s/ John P. Connor
 	 
	 	 	Name:  	John P. Connor 	 
	 	 	Title:  	Senior Vice President 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



AZURE Funding







	 	 	 	 	 
	 	By:  	/s/ Eugene Caraus
 	 
	 	 	Name:  	Eugene Caraus 	 
	 	 	Title:  	Attorney-in-fact 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



RCG CARPATHIA



MASTER FUND, LTD







	 	 	 	 	 
	 	By:  	/s/ Morgan Stark
 	 
	 	 	Name:  	Morgan Stark 	 
	 	 	Title:  	Managing Member 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Grand Central Asset Trust, DHV Series







	 	 	 	 	 
	 	By:  	/s/ Roy Hykal
 	 
	 	 	Name:  	Roy Hykal 	 
	 	 	Title:  	Attorney-in-fact 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



TRICAP MANAGEMENT LIMITED:







	 	 	 	 	 
	 	By:  	/s/ Joseph Freedman
 	 
	 	 	Name:  	Joseph Freedman 	 
	 	 	Title:  	 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



LANDESBANK HESSEN-THURINGEN



GIROZENTRALE, NEW YORK BRANCH:







	 	 	 	 	 
	 	By:  	/s/ Erica A. Egan
 	 
	 	 	Name:  	Erica A. Egan 	 
	 	 	Title:  	Vice President

Corporate Finance Division
Structured Finance Dept. 	 
	 



	 	 	 	 	 
	 	By:  	/s/ David A. Leech
 	 
	 	 	Name:  	David A. Leech 	 
	 	 	Title:  	Senior Vice President

Manager, Corporate Finance
Corporate
Finance Division 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



PUTNAM FLOATING RATE INCOME FUND







	 	 	 	 	 
	 	By:  	/s/ See Following Page
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	        PUTNAM FLOATING RATE INCOME FUND

 	 
	 	By:  	/s/ Beth Mazor
 	 
	 	 	Name:  	Beth Mazor 	 
	 	 	Title:  	V.P. 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



PUTNAM BANK LOAN FUND (CAYMAN)



MASTER FUND







	 	 	 	 	 
	 	By:  	/s/ See Following Page
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 



PUTNAM BANK LOAN FUND (CAYMAN)

MASTER FUND, a series of the PUTNAM 
OFFSHORE MASTER SERIES TRUST,

by The Putnam Advisory Company, LLC




	 	 	 
	/s/ Angela Patel
	 	 
	 

Name: Angela Patel

	 	 
	Title: Vice President
	 	 






Signature page to the First Consent, Waiver and Amendment




 









 








 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



BOSTON HARBOR CLO 2004-1, LTD.







	 	 	 	 	 
	 	By:  	/s/ See Following Page
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	 	BOSTON HARBOR CLO 2004-1, LTD.

 	 
	 	By:  	/s/ Beth Mazor
 	 
	 	 	Name:  	Beth Mazor 	 
	 	 	Title:  	V.P. 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



CONFLUENT 4 LIMITED







	 	 	 	 	 
	 	By:  	/s/ See Following Page
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





LENDER:






CONFLUENT 4 LIMITED,



As Lender









 






 





			
	By:	 	Loomis, Sayles & Company, L.P.,
As Sub-Manager






			
	By:	 	Loomis, Sayles & Company, Incorporated,
Its General Partner








	 	 	 	 	 
	 	  By:  	    /s/ Kevin J. Perry
 	 
	 	 	Name:  	Kevin J. Perry 	 
	 	 	Title:  	Vice President 	 



Signature page to the First Consent, Waiver and Amendment




 









 








 








SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



FORE CONVERTIBLE MASTER FUND, Ltd






	 	 	 	 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Name:  	[Illegible] 	 
	 	 	Title:  	Assistant Secretary 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



FORE MULTI STRATEGY MASTER FUND, Ltd







	 	 	 	 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Name:  	[Illegible] 	 
	 	 	Title:  	Assistant Secretary 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



FORE ERISA FUND, Ltd







	 	 	 	 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Name:  	[Illegible] 	 
	 	 	Title:  	Assistant Secretary 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



MAN MAC I, Ltd







	 	 	 	 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Name:  	[Illegible] 	 
	 	 	Title:  	Chief Portfolio Manager

Fore Research & Management, LP

Acting on behalf of MAN MAC I, Ltd 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



___Fortress Credit Investments I LTD.







	 	 	 	 	 
	 	By:  	/s/ Marc K. Furstein
 	 
	 	 	Name:  	Marc K. Furstein 	 
	 	 	Title:  	Chief Operating Officer 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



___Fortress Credit Investments II LTD.







	 	 	 	 	 
	 	By:  	/s/ Marc K. Furstein
 	 
	 	 	Name:  	Marc K. Furstein 	 
	 	 	Title:  	Chief Operating Officer 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



LightPoint CLO 2004-1, Ltd.

Premium Loan Trust I, Ltd.

LightPoint CLO III, Ltd.

LightPoint CLO IV, Ltd.








	 	 	 	 	 
	 	By:  	/s/ Colin Donlan
 	 
	 	 	Name:  	Colin Donlan 	 
	 	 	Title:  	Director 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



BLACK DIAMOND CLO 2005-1 LTD.



By: Black Diamond Capital Management, L.L.C.

as its Collateral Manager







	 	 	 	 	 
	 	By:  	/s/ James J. Zenni, Jr.
 	 
	 	 	Name:  	James J. Zenni, Jr. 	 
	 	 	Title:  	President & Managing Partner

Black Diamond Capital Management, L.L.C. 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



BLACK DIAMOND CLO 2005-2 LTD.



By: Black Diamond Capital Management, L.L.C.

as its Collateral Manager








	 	 	 	 	 
	 	By:  	/s/ James J. Zenni, Jr.
 	 
	 	 	Name:  	James J. Zenni, Jr. 	 
	 	 	Title:  	President & Managing Partner

Black Diamond Capital Management, L.L.C. 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



BLACK DIAMOND CLO 2006-1 (CAYMAN) LTD.



By: Black Diamond Capital Management, L.L.C.

as its Collateral Manager







	 	 	 	 	 
	 	By:  	/s/ James J. Zenni, Jr.
 	 
	 	 	Name:  	James J. Zenni, Jr. 	 
	 	 	Title:  	President & Managing Partner

Black Diamond Capital Management, L.L.C. 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



BLACK DIAMOND INTERNATIONAL FUNDING LTD







	 	 	 	 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Classic Cayman B.D. Limited:







	 	 	 	 	 
	 	By:  	/s/ Daniel Conlon
 	 
	 	 	Name:  	Daniel Conlon 	 
	 	 	Title:  	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	By:  	/s/ Janet Wolff
 	 
	 	 	Name:  	Janet Wolff 	 
	 	 	Title:  	Authorized Signatory 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Luminus Energy Partners Master Fund, Ltd.:







	 	 	 	 	 
	 	By:  	/s/ Paul Segal
 	 
	 	 	Name:  	Paul Segal 	 
	 	 	Title:  	Director 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Farrington Capital, LP:







	 	 	 	 	 
	 	By:  	/s/ Paul Segal
 	 
	 	 	Name:  	Paul Segal 	 
	 	 	Title:  	President 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Malibu CBNA Loan Funding LLC, for itself or as
agent for Malibu CFPI Loan Funding LLC







	 	 	 	 	 
	 	By:  	/s/ Roy Hykal
 	 
	 	 	Name:  	Roy Hykal 	 
	 	 	Title:  	Attorney-in-fact 	 



Signature page to the First Consent, Waiver and Amendment




 









 






	 	 	 	 	 





 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



TRS IO LLC







	 	 	 	 	 
	 	By:  	/s/ Alice L. Wagner
 	 
	 	 	Name:  	Alice L. Wagner 	 
	 	 	Title:  	Vice President 	 
	 



Signature page to the First Consent, Waiver and Amendment




 








 









 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



SENIOR DEBT PORTFOLIO





			
	By:     	 	Boston Management and Research

as Investment Advisor








	 	 	 	 	 
	 	By:  	/s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



EATON VANCE INSTITUTIONAL SENIOR LOAN FUND





			
	By:     	 	Eaton Vance Management

as Investment Advisor








	 	 	 	 	 
	 	By:  	/s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



GRAYSON & CO





			
	By:      	 	Boston Management and Research

as Investment Advisor








	 	 	 	 	 
	 	By:  	/s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



GENERAL ELECTRIC CAPITAL CORPORATION







	 	 	 	 	 
	 	By:  	/s/ Ali Mirza
 	 
	 	 	Name:  	Ali Mirza 	 
	 	 	Title:  	Vice President 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



SOL Loan Funding LLC for itself or as agent for
SOL2 Loan Funding LLC







	 	 	 	 	 
	 	By:  	/s/ Roy Hykal
 	 
	 	 	Name:  	Roy Hykal 	 
	 	 	Title:  	Attorney-in-fact 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Carlyle Loan Investment, Ltd.







	 	 	 	 	 
	 	By:  	/s/ Mark Alter
 	 
	 	 	Name:  	Mark Alter 	 
	 	 	Title:  	Managing Director 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



AG Alpha Credit Master, Ltd.





			
	By:     	 	Angelo, Gordon & Co., L.P.

as Investment Manager








	 	 	 	 	 
	 	By:  	/s/ Michael Gordon
 	 
	 	 	Name:  	Michael Gordon 	 
	 	 	Title:  	 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:







	 	 	 	 	 
	 	By:  	/s/ Mark A. Brostowski
 	 
	 	 	Name:  	Mark A. Brostowski 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Stone Tower CLO IV Ltd.



By: Stone Debt Advisors LLC, as its Collateral Manager







	 	 	 	 	 
	 	By:  	/s/ Michael W. Delpercio
 	 
	 	 	Name:  	Michael W. Delpercio 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Stone Tower CLO II Ltd.



By: Stone Debt Advisors LLC, as its Collateral Manager







	 	 	 	 	 
	 	By:  	/s/ Michael W. Delpercio
 	 
	 	 	Name:  	Michael W. Delpercio 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Granite Ventures I Ltd.



By: Stone Debt Advisors LLC, as its Collateral Manager







	 	 	 	 	 
	 	By:  	/s/ Michael W. Delpercio
 	 
	 	 	Name:  	Michael W. Delpercio 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Stone Tower Credit Funding I Ltd.



By: Stone Debt Advisors LLC, as its Collateral Manager







	 	 	 	 	 
	 	By:  	/s/ Michael W. Delpercio
 	 
	 	 	Name:  	Michael W. Delpercio 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



BAYERISCHE LANDESBANK,

NEW YORK BRANCH







	 	 	 	 	 
	 	By:  	/s/ Norman McClave
 	 
	 	 	Name:  	Norman McClave 	 
	 	 	Title:  	First Vice President 	 
	 



	 	 	 	 	 
	 	By:  	/s/ Stuart Schulman
 	 
	 	 	Name:  	Stuart Schulman 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Wells Capital Management

for Silverado CLO 2006-I







	 	 	 	 	 
	 	By:  	/s/ Philip Sosser
 	 
	 	 	Name:  	Philip Sosser 	 
	 	 	Title:  	Managing Director 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Wells Capital Management

for account #13823100







	 	 	 	 	 
	 	By:  	/s/ Philip Sosser
 	 
	 	 	Name:  	Philip Sosser 	 
	 	 	Title:  	Managing Director 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Wells Capital Management

for account #15605400

(Vulcan Ventures)







	 	 	 	 	 
	 	By:  	/s/ Philip Sosser
 	 
	 	 	Name:  	Philip Sosser 	 
	 	 	Title:  	Managing Director 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Wells Capital Management

for account #16463700







	 	 	 	 	 
	 	By:  	/s/ Philip Sosser
 	 
	 	 	Name:  	Philip Sosser 	 
	 	 	Title:  	Managing Director 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Wells Capital Management

for account #18866500







	 	 	 	 	 
	 	By:  	/s/ Philip Sosser
 	 
	 	 	Name:  	Philip Sosser 	 
	 	 	Title:  	Managing Director 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



CREDIT GENESIS CLO 2005-1 LTD







	 	 	 	 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



DURHAM ACQUISITION CO., LLC







	 	 	 	 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



BEAR STEARNS CREDIT PRODUCTS INC.







	 	 	 	 	 
	 	By:  	/s/ Alexander Maldutis
 	 
	 	 	Name:  	Alexander Maldutis 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



BEAR STEARNS INVESTMENT PRODUCTS INC.







	 	 	 	 	 
	 	By:  	/s/ Jonathan Weiss
 	 
	 	 	Name:  	Jonathan Weiss 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Kingsland II, Ltd.







	 	 	 	 	 
	 	By:  	/s/ Vincent Suno
 	 
	 	 	Name:  	Vincent Suno 	 
	 	 	Title:  	Authorized Officer

Kingsland Capital Management, LLC

as Manager 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Kingsland III, Ltd.







	 	 	 	 	 
	 	By:  	/s/ Vincent Suno
 	 
	 	 	Name:  	Vincent Suno 	 
	 	 	Title:  	Authorized Officer

Kingsland Capital Management, LLC

as Manager 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



RESTORATION HOLDINGS LTD







	 	 	 	 	 
	 	By:  	/s/ Pamela M. Lawrence
 	 
	 	 	Name:  	Pamela M. Lawrence 	 
	 	 	Title:  	Director 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Union Bank of California, N.A.







	 	 	 	 	 
	 	By:  	/s/ Bryan Read
 	 
	 	 	Name:  	Bryan Read 	 
	 	 	Title:  	Vice President 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



FIELD POINT II, LTD.







	 	 	 	 	 
	 	By:  	/s/ Richard Petrill
 	 
	 	 	Name:  	Richard Petrill 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



FIELD POINT III, LTD.







	 	 	 	 	 
	 	By:  	/s/ Richard Petrill
 	 
	 	 	Name:  	Richard Petrill 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



ENDURANCE CLO I, LTD




C/o West Gate Horizons Advisors LLC,

As Portfolio Manager







	 	 	 	 	 
	 	By:  	/s/ Gordon R. Cook
 	 
	 	 	Name:  	Gordon R. Cook 	 
	 	 	Title:  	Senior Credit Analyst 	 





 






WG Horizons CLO I



By: West Gate Horizons Advisors LLC,

as Manager







	 	 	 	 	 
	 	By:  	/s/ Gordon R. Cook
 	 
	 	 	Name:  	Gordon R. Cook 	 
	 	 	Title:  	Senior Credit Analyst 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



THE FOOTHILL GROUP, INC.







	 	 	 	 	 
	 	By:  	/s/ Dennis R. Ascher
 	 
	 	 	Name:  	Dennis R. Ascher 	 
	 	 	Title:  	Sr. V.P. 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



NATIONWIDE LIFE INSURANCE COMPANY:







	 	 	 	 	 
	 	By:  	/s/ Wayne T. Frisbee
 	 
	 	 	Name:  	Wayne T. Frisbee 	 
	 	 	Title:  	Vice President – Portfolio Management 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY:







	 	 	 	 	 
	 	By:  	/s/ Wayne T. Frisbee
 	 
	 	 	Name:  	Wayne T. Frisbee 	 
	 	 	Title:  	Vice President – Portfolio Management 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



NACM CLO I:







	 	 	 	 	 
	 	By:  	/s/ Joanna Willers
 	 
	 	 	Name:  	Joanna Willers 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Grand Central Asset Trust, Single Name Series







	 	 	 	 	 
	 	By:  	/s/ Roy Hykal
 	 
	 	 	Name:  	Roy Hykal 	 
	 	 	Title:  	Attorney-in-fact 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Grand Central Asset Trust, KMT Series







	 	 	 	 	 
	 	By:  	/s/ Roy Hykal
 	 
	 	 	Name:  	Roy Hykal 	 
	 	 	Title:  	Attorney-in-fact 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Yorkville CBNA Loan Funding LLC, for itself or as agent for Yorkville
CFPI Loan Funding LLC







	 	 	 	 	 
	 	By:  	/s/ Roy Hykal
 	 
	 	 	Name:  	Roy Hykal 	 
	 	 	Title:  	Attorney-in-fact 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Halcyon Fund, L.P.

By: Halcyon Asset Management LLC, Its Investment Manager







	 	 	 	 	 
	 	By:  	/s/ James Pasquarelli
 	 
	 	 	Name:  	James Pasquarelli 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Halcyon Structured Asset Management Long Secured/Short Unsecured CLO I
Ltd.



By: HALCYON STRUCTURED ASSET MANAGEMENT L.P., as Collateral Manager



By: Halcyon Structured Asset Management LLC, its sole general partner







	 	 	 	 	 
	 	By:  	/s/ James Pasquarelli
 	 
	 	 	Name:  	James Pasquarelli 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Halcyon Structured Asset Management Long Secured/Short Unsecured CLO
II Ltd.



By: HALCYON STRUCTURED ASSET MANAGEMENT L.P., as Collateral Manager



By: Halcyon Structured Asset Management LLC, its sole general partner







	 	 	 	 	 
	 	By:  	/s/ James Pasquarelli
 	 
	 	 	Name:  	James Pasquarelli 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



SOF INVESTMENTS, L.P.







	 	 	 	 	 
	 	By:  	/s/ Marc R. Lisker
 	 
	 	 	Name:  	Marc R. Lisker 	 
	 	 	Title:  	Manager and General Counsel 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




WIND RIVER CLO I LTD.

By McDonnell Investment Management, LLC, as Manager







	 	 	 	 	 
	 	By:  	/s/ Kathleen A. Zam
 	 
	 	 	Name:  	Kathleen A. Zam 	 
	 	 	Title:  	Vice President 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




WIND RIVER CLO II – TATE INVESTORS, LTD.

By McDonnell Investment Management, LLC, as Manager







	 	 	 	 	 
	 	By:  	/s/ Kathleen A. Zam
 	 
	 	 	Name:  	Kathleen A. Zam 	 
	 	 	Title:  	Vice President 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




MCDONNELL LOAN OPPORTUNITY LTD.

By McDonnell Investment Management, LLC, as Manager







	 	 	 	 	 
	 	By:  	/s/ Kathleen A. Zam
 	 
	 	 	Name:  	Kathleen A. Zam 	 
	 	 	Title:  	Vice President 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




TCW Senior Secured Loan Fund, LP

By: TCW Advisors, Inc., as its Investment Advisor







	 	 	 	 	 
	 	By:  	/s/ G. Wayne Hosang
 	 
	 	 	Name:  	G. Wayne Hosang 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	By:  	/s/ Vikas Mavinkurve
 	 
	 	 	Name:  	Vikas Mavinkurve 	 
	 	 	Title:  	Vice President 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




FIRST 2004-II CLO, LTD.

By: TCW Advisors, Inc., as its Collateral Manager







	 	 	 	 	 
	 	By:  	/s/ G. Wayne Hosang
 	 
	 	 	Name:  	G. Wayne Hosang 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	By:  	/s/ Vikas Mavinkurve
 	 
	 	 	Name:  	Vikas Mavinkurve 	 
	 	 	Title:  	Vice President 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




LOAN FUNDING I LLC,

a wholly owned subsidiary of Citibank, N.A.

By: TCW Advisors, Inc.,

as Portfolio Manager of Loan Funding I LLC







	 	 	 	 	 
	 	By:  	/s/ G. Wayne Hosang
 	 
	 	 	Name:  	G. Wayne Hosang 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	By:  	/s/ Vikas Mavinkurve
 	 
	 	 	Name:  	Vikas Mavinkurve 	 
	 	 	Title:  	Vice President 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




TCW SELECT LOAN FUND, LIMITED

By: TCW Advisors, Inc., as its Collateral Manager







	 	 	 	 	 
	 	By:  	/s/ G. Wayne Hosang
 	 
	 	 	Name:  	G. Wayne Hosang 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	By:  	/s/ Vikas Mavinkurve
 	 
	 	 	Name:  	Vikas Mavinkurve 	 
	 	 	Title:  	Vice President 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Raven Credit Opportunities Master Fund, Ltd



by Raven Asset Management, LLC



as Investment Advisor







	 	 	 	 	 
	 	By:  	/s/ Kevin Gerlitz
 	 
	 	 	Name:  	Kevin Gerlitz 	 
	 	 	Title:  	CFO/COO 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



DUNES FUNDING LLC







	 	 	 	 	 
	 	By:  	/s/ Christina L. Ramseur
 	 
	 	 	Name:  	Christina L. Ramseur 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



JUPITER LOAN FUNDING LLC







	 	 	 	 	 
	 	By:  	/s/ Christina L. Ramseur
 	 
	 	 	Name:  	Christina L. Ramseur 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



PINEHURST TRADING, INC.







	 	 	 	 	 
	 	By:  	/s/ Christina L. Ramseur
 	 
	 	 	Name:  	Christina L. Ramseur 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



STANWICH LOAN FUNDING LLC







	 	 	 	 	 
	 	By:  	/s/ Christina L. Ramseur
 	 
	 	 	Name:  	Christina L. Ramseur 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Halcyon Fund, L.P.

By: Halcyon Asset Management LLC, Its Investment Manager







	 	 	 	 	 
	 	By:  	/s/ James Pasquarelli
 	 
	 	 	Name:  	James Pasquarelli 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Halcyon Structured Asset Management

Long Secured/Short Unsecured CLO I Ltd.



By: HALCYON STRUCTURED ASSET MANAGEMENT L.P., as Collateral Manager



By: Halcyon Structured Asset Management LLC, its sole general partner







	 	 	 	 	 
	 	By:  	/s/ James Pasquarelli
 	 
	 	 	Name:  	James Pasquarelli 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Halcyon Structured Asset Management

Long Secured/Short Unsecured CLO II Ltd.




By: HALCYON STRUCTURED ASSET MANAGEMENT L.P., as Collateral Manager




By: Halcyon Structured Asset Management LLC, its sole general partner







	 	 	 	 	 
	 	By:  	/s/ James Pasquarelli
 	 
	 	 	Name:  	James Pasquarelli 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND
AMENDMENT, DATED AS OF MAY 3, 2006 TO THE AMENDED AND
RESTATED REVOLVING CREDIT, TERM LOAN AND GUARANTEE
AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG
CALPINE CORPORATION, THE SUBSIDIARIES OF CALPINE
CORPORATION NAMED THEREIN, THE LENDERS FROM TIME TO
TIME PARTIES THERETO, CREDIT SUISSE AND DEUTSCHE BANK
TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND
THE OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



CONTINENTAL CASUALTY COMPANY







	 	 	 	 	 
	 	By:  	                 /s/ Marilou R. McGirr
 	 
	Approved by Law Dept 	 	Name:  	Marilou R. McGirr 	 
	By: MPL 	 	Title:  	Vice President and Assistant Treasurer
 	 
	Date: 5-3-06 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




GoldenTree 2004 Trust

By: GoldenTree Asset Management, LP







	 	 	 	 	 
	 	By:  	/s/ Karen Weber
 	 
	 	 	Name:  	Karen Weber 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




GoldenTree High Yield Opportunities II, LP

By: GoldenTree Asset Management, LP







	 	 	 	 	 
	 	By:  	/s/ Karen Weber
 	 
	 	 	Name:  	Karen Weber 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




GoldenTree Credit Opportunities Financing II, Limited

By: GoldenTree Asset Management, LP







	 	 	 	 	 
	 	By:  	/s/ Karen Weber
 	 
	 	 	Name:  	Karen Weber 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




GoldenTree Credit Opportunities Financing I, Limited

By: GoldenTree Asset Management, LP







	 	 	 	 	 
	 	By:  	/s/ Karen Weber
 	 
	 	 	Name:  	Karen Weber 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




GoldenTree MultiStrategy Financing, Ltd

By: GoldenTree Asset Management, LP







	 	 	 	 	 
	 	By:  	/s/ Karen Weber
 	 
	 	 	Name:  	Karen Weber 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Citi GoldenTree, Ltd

By: GoldenTree Asset Management, LP







	 	 	 	 	 
	 	By:  	/s/ Karen Weber
 	 
	 	 	Name:  	Karen Weber 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Grand Central Asset Trust, BAS Series







	 	 	 	 	 
	 	By:  	/s/ Roy Hykal
 	 
	 	 	Name:  	Roy Hykal 	 
	 	 	Title:  	Attorney-in-fact 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



RAINTREE TRADING LLC







	 	 	 	 	 
	 	By:  	/s/ Christina L. Ramseur
 	 
	 	 	Name:  	Christina L. Ramseur 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




AVALON CAPITAL LTD. 3

By: INVESCO Senior Secured Management, Inc.

As Asset Manager







	 	 	 	 	 
	 	By:  	/s/ Thomas H. B. Ewald
 	 
	 	 	Name:  	Thomas H. B. Ewald 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




BELHURST CLO LTD.

By: INVESCO Senior Secured Management, Inc.

As Collateral Manager







	 	 	 	 	 
	 	By:  	/s/ Thomas H. B. Ewald
 	 
	 	 	Name:  	Thomas H. B. Ewald 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




CHAMPLAIN CLO LTD.

By: INVESCO Senior Secured Management, Inc.

As Collateral Manager







	 	 	 	 	 
	 	By:  	/s/ Thomas H. B. Ewald
 	 
	 	 	Name:  	Thomas H. B. Ewald 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




CHARTER VIEW PORTFOLIO

By: INVESCO Senior Secured Management, Inc.

As Investment Manager







	 	 	 	 	 
	 	By:  	/s/ Thomas H. B. Ewald
 	 
	 	 	Name:  	Thomas H. B. Ewald 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




DIVERSIFIED CREDIT PORTFOLIO LTD.

By: INVESCO Senior Secured Management, Inc.

As Investment Manager







	 	 	 	 	 
	 	By:  	/s/ Thomas H. B. Ewald
 	 
	 	 	Name:  	Thomas H. B. Ewald 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




AIM FLOATING RATE FUND

By: INVESCO Senior Secured Management, Inc.

As Sub-Adviser







	 	 	 	 	 
	 	By:  	/s/ Thomas H. B. Ewald
 	 
	 	 	Name:  	Thomas H. B. Ewald 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




KATONAH V, LTD.

By: INVESCO Senior Secured Management, Inc.

As Investment Manager







	 	 	 	 	 
	 	By:  	/s/ Thomas H. B. Ewald
 	 
	 	 	Name:  	Thomas H. B. Ewald 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




LOAN FUNDING IX LLC, for itself or as agent for Corporate Loan Funding IX LLC

By: INVESCO Senior Secured Management, Inc.

As Portfolio Manager







	 	 	 	 	 
	 	By:  	/s/ Thomas H. B. Ewald
 	 
	 	 	Name:  	Thomas H. B. Ewald 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




NAUTIQUE FUNDING LTD.

By: INVESCO Senior Secured Management, Inc.

As Collateral Manager







	 	 	 	 	 
	 	By:  	/s/ Thomas H. B. Ewald
 	 
	 	 	Name:  	Thomas H. B. Ewald 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




SAGAMORE CLO LTD.

By: INVESCO Senior Secured Management, Inc.

As Collateral Manager







	 	 	 	 	 
	 	By:  	/s/ Thomas H. B. Ewald
 	 
	 	 	Name:  	Thomas H. B. Ewald 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




SARATOGA CLO I, LIMITED

By: INVESCO Senior Secured Management, Inc.

As the Asset Manager







	 	 	 	 	 
	 	By:  	/s/ Thomas H. B. Ewald
 	 
	 	 	Name:  	Thomas H. B. Ewald 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




SECURITY INCOME FUND-INCOME OPPORTUNITY SERIES

By: Four Corners Capital Management, LLC

As Sub-Adviser







	 	 	 	 	 
	 	By:  	/s/ Steven Columbaro
 	 
	 	 	Name:  	Steven Columbaro, CFA 	 
	 	 	Title:  	Sr. Vice President 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




FOUR CORNERS CLO 2005-I, Ltd.

By: Four Corners Capital Management, LLC

As Collateral Manager







	 	 	 	 	 
	 	By:  	/s/ Steven Columbaro
 	 
	 	 	Name:  	Steven Columbaro, CFA 	 
	 	 	Title:  	Sr. Vice President 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




FORTRESS PORTFOLIO TRUST

By: Four Corners Capital Management, LLC

As Investment Manager







	 	 	 	 	 
	 	By:  	/s/ Steven Columbaro
 	 
	 	 	Name:  	Steven Columbaro, CFA 	 
	 	 	Title:  	Sr. Vice President 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II

By: Four Corners Capital Management, LLC

As Sub-Adviser







	 	 	 	 	 
	 	By:  	/s/ Steven Columbaro
 	 
	 	 	Name:  	Steven Columbaro, CFA 	 
	 	 	Title:  	Sr. Vice President 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND

By: Four Corners Capital Management, LLC

As Sub-Adviser







	 	 	 	 	 
	 	By:  	/s/ Steven Columbaro
 	 
	 	 	Name:  	Steven Columbaro, CFA 	 
	 	 	Title:  	Sr. Vice President 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



AUGUSTA TRADING LLC







	 	 	 	 	 
	 	By:  	/s/ Christina L. Ramseur
 	 
	 	 	Name:  	Christina L. Ramseur 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




IDS Life Insurance Company

By: RiverSource Investments, LLC as

Collateral Manager







	 	 	 	 	 
	 	By:  	/s/ Yvonne Stevens
 	 
	 	 	Name:  	Yvonne Stevens 	 
	 	 	Title:  	Senior Managing Director 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Ameriprise Certificate Company

By: RiverSource Investments, LLC as

Collateral Manager







	 	 	 	 	 
	 	By:  	/s/ Yvonne Stevens
 	 
	 	 	Name:  	Yvonne Stevens 	 
	 	 	Title:  	Senior Managing Director 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Centurion CDO II, Ltd.

By: RiverSource Investments, LLC

as Collateral Manager







	 	 	 	 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Supervisor – Fixed Assets 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Centurion CDO VI, Ltd.

By: RiverSource Investments, LLC

as Collateral Manager







	 	 	 	 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Supervisor – Fixed Assets 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Centurion CDO VII, Ltd.

By: RiverSource Investments, LLC

as Collateral Manager







	 	 	 	 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Supervisor – Fixed Assets 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Centurion CDO 8, Limited

By: RiverSource Investments, LLC

as Collateral Manager







	 	 	 	 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Supervisor – Fixed Assets 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Centurion CDO 9, Limited

By: RiverSource Investments, LLC

as Collateral Manager







	 	 	 	 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Supervisor – Fixed Assets 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Cent CDO 10 Limited

By: RiverSource Investments, LLC

as Collateral Manager







	 	 	 	 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Supervisor – Fixed Assets 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Cent CDO XI, Limited

By: RiverSource Investments, LLC

as Collateral Manager







	 	 	 	 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Supervisor – Fixed Assets 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




RiverSource Floating Rate Fund

A Series of AXP Discovery Series, Inc.







	 	 	 	 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Supervisor – Fixed Assets 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Sequils-Centurion V, Ltd.

By: RiverSource Investments, LLC

as Collateral Manager







	 	 	 	 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Supervisor – Fixed Assets 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Highland Floating Rate Advantage Fund







	 	 	 	 	 
	 	By:  	/s/ Joe Dougherty
 	 
	 	 	Name:  	Joe Dougherty 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Highland Floating Rate LLC







	 	 	 	 	 
	 	By:  	/s/ Joe Dougherty
 	 
	 	 	Name:  	Joe Dougherty 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Highland Legacy Limited

By: Highland Capital Management, L.P., As Collateral Manager

By: Strand Advisors, Inc., Its General Partner







	 	 	 	 	 
	 	By:  	/s/ Chad Schramek
 	 
	 	 	Name:  	Chad Schramek 	 
	 	 	Title:  	Assistant Treasurer

Strand Advisors, Inc., General Partner of
Highland Capital Management, L.P. 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Loan Funding IV LLC

By: Highland Capital Management, L.P., As Collateral Manager

By: Strand Advisors, Inc., Its General Partner







	 	 	 	 	 
	 	By:  	/s/ Chad Schramek
 	 
	 	 	Name:  	Chad Schramek 	 
	 	 	Title:  	Assistant Treasurer

Strand Advisors, Inc., General Partner of
Highland Capital Management, L.P. 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Loan Funding VII LLC

By: Highland Capital Management, L.P., As Collateral Manager

By: Strand Advisors, Inc., Its General Partner







	 	 	 	 	 
	 	By:  	/s/ Chad Schramek
 	 
	 	 	Name:  	Chad Schramek 	 
	 	 	Title:  	Assistant Treasurer

Strand Advisors, Inc., General Partner of
Highland Capital Management, L.P. 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Liberty CLO, Ltd.

By: Highland Capital Management, L.P., As Collateral Manager

By: Strand Advisors, Inc., Its General Partner







	 	 	 	 	 
	 	By:  	/s/ Chad Schramek
 	 
	 	 	Name:  	Chad Schramek 	 
	 	 	Title:  	Assistant Treasurer

Strand Advisors, Inc., General Partner of
Highland Capital Management, L.P. 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Rockwall CDO LTD.

By: Highland Capital Management, L.P., As Collateral Manager

By: Strand Advisors, Inc., Its General Partner







	 	 	 	 	 
	 	By:  	/s/ Chad Schramek
 	 
	 	 	Name:  	Chad Schramek 	 
	 	 	Title:  	Assistant Treasurer

Strand Advisors, Inc., General Partner of
Highland Capital Management, L.P. 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Highland Offshore Partners, L.P.

By: Highland Capital Management, L.P., As Collateral Manager

By: Strand Advisors, Inc., Its General Partner







	 	 	 	 	 
	 	By:  	/s/ Chad Schramek
 	 
	 	 	Name:  	Chad Schramek 	 
	 	 	Title:  	Assistant Treasurer

Strand Advisors, Inc., General Partner of
Highland Capital Management, L.P. 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Bank of America, N.A.







	 	 	 	 	 
	 	By:  	/s/ Michael S. Roof
 	 
	 	 	Name:  	Michael S. Roof 	 
	 	 	Title:  	Vice-President 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



HARBOUR TOWN FUNDING LLC







	 	 	 	 	 
	 	By:  	/s/ Christina L. Ramseur
 	 
	 	 	Name:  	Christina L. Ramseur 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Greenwich [Illegible], Ltd.







	 	 	 	 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Name:  	[Illegible] 	 
	 	 	Title:  	MD 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Atlas Loan Funding (Navigator), LLC

By: Atlas Capital Funding, Ltd.

By: Structured Asset Investors, LLC

Its Investment Manager







	 	 	 	 	 
	 	By:  	/s/ Diana M. Himes
 	 
	 	 	Name:  	Diana M. Himes 	 
	 	 	Title:  	Associate 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



CYPRESSTREE CLAIF FUNDING LLC







	 	 	 	 	 
	 	By:  	/s/ Christina L. Ramseur
 	 
	 	 	Name:  	Christina L. Ramseur 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Sankaty Advisors, LLC as Collateral

Manager for Castle Hill III CLO,

Limited, as Term Lender







	 	 	 	 	 
	 	By:  	/s/ James F. Kellogg
 	 
	 	 	Name:  	James F. Kellogg 	 
	 	 	Title:  	Managing Director 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Sankaty Advisors, LLC as Collateral

Manager for Loan Funding XI LLC,

As Term Lender







	 	 	 	 	 
	 	By:  	/s/ James F. Kellogg
 	 
	 	 	Name:  	James F. Kellogg 	 
	 	 	Title:  	Managing Director 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Chatham Light II CLO, Limited, by

Sankaty Advisors LLC, as Collateral Manger







	 	 	 	 	 
	 	By:  	/s/ James F. Kellogg
 	 
	 	 	Name:  	James F. Kellogg 	 
	 	 	Title:  	Managing Director 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Katonah III, Ltd. by Sankaty

Advisors LLC as Sub-Advisors







	 	 	 	 	 
	 	By:  	/s/ James F. Kellogg
 	 
	 	 	Name:  	James F. Kellogg 	 
	 	 	Title:  	Managing Director 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Sankaty Advisors, LLC as Collateral

Manager for Prospect Funding I,

LLC as Term Lender







	 	 	 	 	 
	 	By:  	/s/ James F. Kellogg
 	 
	 	 	Name:  	James F. Kellogg 	 
	 	 	Title:  	Managing Director 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Sankaty Advisors, LLC as Collateral

Manager for Race Point CLO,

Limited, as Term Lender







	 	 	 	 	 
	 	By:  	/s/ James F. Kellogg
 	 
	 	 	Name:  	James F. Kellogg 	 
	 	 	Title:  	Managing Director 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Sankaty Advisors, LLC as Collateral

Manager for Race Point III CLO,

Limited, as Term Lender







	 	 	 	 	 
	 	By:  	/s/ James F. Kellogg
 	 
	 	 	Name:  	James F. Kellogg 	 
	 	 	Title:  	Managing Director 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Sankaty High Yield Partners, II, L.P.







	 	 	 	 	 
	 	By:  	/s/ James F. Kellogg
 	 
	 	 	Name:  	James F. Kellogg 	 
	 	 	Title:  	Managing Director 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Sankaty High Yield Partners, III, L.P.







	 	 	 	 	 
	 	By:  	/s/ James F. Kellogg
 	 
	 	 	Name:  	James F. Kellogg 	 
	 	 	Title:  	Managing Director 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Satellite Senior Income Fund II, LLC

By Satellite Asset Management, L.P.

Its Investment Manager







	 	 	 	 	 
	 	By:  	/s/ [Illegible]
 	 
	 	 	Name:  	Simon [Illegible] 	 
	 	 	Title:  	General Counsel 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



Evergreen CBNA Loan Funding LLC, for itself or as agent for Evergreen
CFPI Loan Funding LLC







	 	 	 	 	 
	 	By:  	/s/ Roy Hykal
 	 
	 	 	Name:  	Roy Hykal 	 
	 	 	Title:  	Attorney-in-fact 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




SunAmerica Life Insurance Company

By: AIG Global Investment Corp., Inc.

its Investment Advisor







	 	 	 	 	 
	 	By:  	/s/ J. Bothamley
 	 
	 	 	Name:  	Julie Bothamley 	 
	 	 	Title:  	Managing Director 	 
	 





 







SunAmerica Senior Floating Rate Fund, Inc.

By: AIG Global Investment Corp.

Investment Sub-Advisor







	 	 	 	 	 
	 	By:  	/s/ J. Bothamley
 	 
	 	 	Name:  	Julie Bothamley 	 
	 	 	Title:  	Managing Director 	 
	 





 







Galaxy CLO 2003-1, Ltd.

By: AIG Global Investment Corp., Inc.

its Collateral Manager







	 	 	 	 	 
	 	By:  	/s/ J. Bothamley
 	 
	 	 	Name:  	Julie Bothamley 	 
	 	 	Title:  	Managing Director 	 
	 





 







Galaxy III CLO, Ltd.

By: AIG Global Investment Corp.,

its Collateral Manager







	 	 	 	 	 
	 	By:  	/s/ J. Bothamley
 	 
	 	 	Name:  	Julie Bothamley 	 
	 	 	Title:  	Managing Director 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 







Galaxy IV CLO, LTD

By: AIG Global Investment Corp.

its Collateral Manager







	 	 	 	 	 
	 	By:  	/s/ J. Bothamley
 	 
	 	 	Name:  	Julie Bothamley 	 
	 	 	Title:  	Managing Director 	 
	 





 







Galaxy V CLO, LTD

By: AIG Global Investment Corp.

its Collateral Manager







	 	 	 	 	 
	 	By:  	/s/ J. Bothamley
 	 
	 	 	Name:  	Julie Bothamley 	 
	 	 	Title:  	Managing Director 	 
	 





 







Galaxy VI CLO, LTD

By: AIG Global Investment Corp.

its Collateral Manager







	 	 	 	 	 
	 	By:  	/s/ J. Bothamley
 	 
	 	 	Name:  	Julie Bothamley 	 
	 	 	Title:  	Managing Director 	 
	 



Signature page to the First Consent, Waiver and Amendment









 










 






SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:



OAK HILL SECURITIES FUND, L.P.




By: Oak Hill Securities GenPar, L.P.

its General Partner




By: Oak Hill Securities MGP, Inc.,

its General Partner







	 	 	 	 	 
	 	By:  	/s/ Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Vice President 	 
	 





 






OAK HILL SECURITIES FUND II, L.P.




By: Oak Hill Securities GenPar II, L.P.

its General Partner




By: Oak Hill Securities MGP II, Inc.,

its General Partner







	 	 	 	 	 
	 	By:  	/s/ Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Vice President 	 
	 





 






OAK HILL CREDIT OPPORTUNITIES FINANCING, LTD.







	 	 	 	 	 
	 	By:  	/s/ Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized Person 	 
	 







Signature page to the First Consent, Waiver and Amendment









 






	 	 	 	 	 




SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




KNIGHT CBNA FUNDING-

KNIGHT CFPI LOAN FUNDING LLC




	 	 	 	 	 
	 	 	Knight CNBA Loan Funding LLC, for itself or as Agent for Knight CFPI
Loan Funding LLC

 	 
	 	By:  	/s/ Matthew Massier
 	 
	 	 	Name:  	Matthew Massier 	 
	 	 	Title:  	As Attorney In Fact 	 



Signature page to the First Consent, Waiver and Amendment









 






	 	 	 	 	 




SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




	 	 	 	 	 
	 	 	Four Corners CLO II, LTD.

 	 
	 	By:  	/s/ Matthew Massier
 	 
	 	 	Name:  	Matthew Massier 	 
	 	 	Title:  	As Attorney In Fact 	 



Signature page to the First Consent, Waiver and Amendment


 









 






	 	 	 	 	 




SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.



NAME OF INSTITUTION:




Highland Offshore Partners, L.P.

By: Highland Capital Management, L.P., As Collateral Manager

By: Strand Advisors, Inc., Its General Partner




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Chad Schramek
 	 
	 	 	Name:  	Chad Schramek, Assistant Treasurer 	 
	 	 	Title:  	Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. 	 



Signature page to the First Consent, Waiver and Amendment


 









 






	 	 	 	 	 




SIGNATURE PAGE TO THE FIRST
CONSENT, WAIVER AND AMENDMENT,
DATED AS OF MAY 3, 2006 TO THE
AMENDED AND RESTATED REVOLVING
CREDIT, TERM LOAN AND GUARANTEE
AGREEMENT, DATED AS OF FEBRUARY 23,
2006, AMONG CALPINE CORPORATION,
THE SUBSIDIARIES OF CALPINE
CORPORATION NAMED THEREIN, THE
LENDERS FROM TIME TO TIME PARTIES
THERETO, CREDIT SUISSE AND DEUTSCHE
BANK TRUST COMPANY AMERICAS, AS
ADMINISTRATIVE AGENT AND THE OTHER
AGENTS PARTIES THERETO.



	 	 	 	 	 
	 

	 	 	 	NAME OF INSTITUTION:
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	OAK HILL CREDIT ALPHA FUND, L.P.

	 	 	 	OAK HILL CREDIT ALPHA FUND
(OFFSHORE), LTD.
	 
	 	 	 	 
	By: Oak Hill Credit Alpha GenPar, L.P.
its General Partner
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	By: /s/ Scott D. Krase
	 

	 	 	 	 
	By: Oak Hill Credit Alpha MGP, LLC,

its General Partner

	 	 	 	Name: Scott D. Krase
Title: Vice President






	 	 	 	 	 
	 	 	 
	By:  	/s/ Scott D. Krase
 	 
	Name:  	Scott D. Krase 	 
	Title:  	Vice President 	 



Signature page to the First Consent, Waiver and Amendment


 









 






	 	 	 	 	 



SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF
MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE
CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,
THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE
OTHER AGENTS PARTIES THERETO.




NAME OF INSTITUTION:




	 	 	 	 	 
	 	 	Sankaty Advisors, LLC as Collateral

Manager for Castle Hill II -

INGOTS, Ltd., as Term Lender

 	 
	 	By:  	/s/ James F. Kellogg
 	 
	 	 	Name:  	James F. Kellogg 	 
	 	 	Title:  	Managing Director 	 
	 



Signature page to the First Consent, Waiver and Amendment