Exhibit 10(a)





EXHIBIT 10(a)

FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LIMITED 

LIABILITY COMPANY AGREEMENT

OF

ACADIA POWER PARTNERS, LLC

    FIRST AMENDMENT TO SECOND AMENDED AND
RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Amendment"),
dated as of August 9, 2005, between Calpine Acadia Holdings, LLC, a Delaware
limited liability company ("Calpine"), and Acadia Power Holdings LLC, a
Louisiana limited liability company ("Acadia Holdings"), as the sole
members of Acadia Power Partners, LLC, a Delaware limited liability company (the
"Company").

 W I T N E S S E T H
:

    WHEREAS, Calpine and Acadia Holdings
(collectively, the "Members") are parties to the Second Amended and
Restated Limited Liability Company Agreement of Acadia Power Partners, LLC, dated
as of May 9, 2003 (the "LLC Agreement"); and

    WHEREAS, the Members desire to amend
certain provisions of the LLC Agreement as set forth below;

    NOW, THEREFORE, in consideration of the
agreements and obligations described herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound, the Members agree as follows:

                    1. 
Definitions.  Capitalized terms
used but not defined herein shall have the meanings given to them in the LLC
Agreement.

                    2. 
Amendments to the LLC Agreement. 
In accordance with Section 22.2 of the LLC Agreement, the LLC Agreement is
hereby amended as set forth below:

    2.1. 
Article 5 (Joint Development of
Project).  A new Section 5.9 is inserted at the end of Article 5 of the
LLC Agreement to read in its entirety as follows:

            Section 5.9.  Interconnection Representative.

                        5.9.1. 
Appointment.  So long
as Calpine Energy is a party to both PPAs and is not in default of either PPA, Calpine
shall be the Company's representative with respect to all issues arising out of
the Electric Interconnection Agreements, in which capacity Calpine:

                        (a)  shall have the right to make all decisions on behalf
of the Company with respect to the matters that require a decision of, or
direction from, the Company under either Electric Interconnection Agreement;



                        (b)  may
appoint an individual,
who may or may not be Calpine's Representative, to have lead responsibility for
such issues;

                       
(c)  may act as the interface
with, and supervise, all third parties performing work related to the Electric Interconnection Agreements;

                        (d)  shall report to the Management Committee (i) as
requested regarding the status of matters relating to the Electric
Interconnection Agreements and (ii) all major developments relating to the
Electric Interconnection Agreements as circumstances warrant;

                        (e)  shall (i) provide to the Management Committee such
information and materials as the Management Committee or Acadia Holdings may
reasonably request and (ii) allow review by the Management Committee or Acadia
Holdings of all material work product;

                        (f)  shall cooperate with the Management Committee in
performing such tasks; and

                        (g)  shall not initiate any litigation or take any other
action that would obligate the Company to bear any costs or expenses without
the prior express written consent of the Management Committee.

                        5.9.2. 
Upgrades to Transmission Systems.  If
Calpine recommends that the Company pay for any upgrade to the transmission
system of either Cleco Power or Entergy Gulf States pursuant to an Electric
Interconnection Agreement and the Management Committee does not approve such
expense, Calpine shall be entitled to agree to such upgrade on behalf of the
Company so long as Calpine funds the expense for such upgrade in full.  In such
event, Calpine shall be entitled (a) to receive the full benefit of any
payment, credit or discount received by the Company under such Electric
Interconnection Agreement to the extent attributable to Calpine's payment for
such upgrade and (b) to assign such benefits to third parties, including
Calpine Energy.  No such payment shall be considered a Capital Contribution.

2.2.  Article 12 (Distributions).  Section
12 of the LLC Agreement is hereby amended by (a) amending the first sentence of
Section 12.1 thereof to be and read as follows:

During each Fiscal Year within the Priority Period,
if the Management Committee determines that the Company has cash available
after payment of the Special Distribution, required operating expenses and
liabilities of the Company, Reimbursable Member Expenses and Reimbursable
Project Management Expenses, the Company shall distribute to Acadia Holdings
cash in the amount of the Accumulated Priority Amount and the Priority Amount
("Priority Distributions").

and (b) amending the first sentence of Section 12.3
thereof to be and read as follows:

If at any time and from time to time (other than in
connection with the dissolution and termination of the Company pursuant to Article
15), the Management Committee 

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determines that the Company has cash
available (or may draw on unfunded loan commitments to the extent permitted by
the Financing Documents) after payment of the Special Distribution, Priority
Distributions, required operating expenses and liabilities of the Company,
Reimbursable Member Expenses and Reimbursable Project Management Expenses, the
Company shall distribute such available cash, or draw on any unfunded loan
commitments to the extent permitted by the Financing Documents, and distribute
all or any portion of that excess cash and drawdown funds to the Members Pro
Rata, subject to the provisions of the Financing Documents.

    2.3.  Appendix A (Glossary of Defined Terms). 
Appendix A to the LLC Agreement is hereby amended by (a) amending the
definition of "Electric Interconnection Agreements" to be and read as follows:

            "Electric Interconnection Agreements" means (a)
the Amended and Restated Interconnection and Operating Agreement, dated January
4, 2001, between the Company and Entergy Gulf States and (b) the
Interconnection and Operating Agreement, made effective July 1, 2001, between
Cleco Power and the Company.

and (b) adding, in proper alphabetical order, new
definitions of "Cleco Power" and "Entergy Gulf States", which shall be and read
as follows:

            "Cleco Power" means Cleco Power LLC.

            "Entergy Gulf States" means Entergy Gulf States,
Inc., a Texas corporation.

            3. 
Effectiveness.  The LLC
Agreement, as amended hereby, shall continue to be, and shall remain, in full
force and effect.

            4. 
Headings.  The headings of the
Sections of this Amendment are included for convenience only and shall not be
deemed to constitute a part of this Amendment.

            5. 
Counterparts.  This Amendment may
be executed in any number of separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
shall together constitute one and the same agreement.  All signatures need not
be on the same counterpart.

            6. 
Governing Law.  This Amendment
shall be governed by, and construed in accordance with, the laws of the State
of Delaware, without reference to the conflict of laws rules thereof that would
direct the application of the laws of another jurisdiction.

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                IN WITNESS WHEREOF, this First Amendment
to Second Amended and Restated Limited Liability Company Agreement has been
executed by the Members effective as of the date first written above.
ACADIA POWER HOLDINGS LLC



 

By   /s/  Samuel H. Charlton III              

    Name:  Samuel H. Charlton III

    Title:  Manager

 

CALPINE ACADIA HOLDINGS, LLC



 

By   /s/  Greg
Roberts                             

    Name:  Greg Roberts

    Title:  Vice President

 

 

 


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