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NIXON PEABODY LLP 

Amanda D. Darwin, Esq. (AD 2719) 

Richard C. Pedone, Esq. (Admitted Pro Hac Vice) 

100 Summer Street 

Boston, MA 02110 

Telephone: (617) 345-1000 

- and - 

Christopher M. Desiderio, Esq. (CD 6929) 

437 Madison Avenue 

New York, NY 10022 

Tel. (212) 940-3000 

Attorneys for Wilmington Trust Company as Collateral Agent 

UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF NEW YORK 

 

 ) 

In re: ) Chapter 11 

 ) 

CALPINE CORPORATION, et al., ) Case No. 05-60200 (BRL) 

 ) Jointly Administered 

 Debtors. ) 

 )

COUNTER DESIGNATION OF ITEMS TO BE INCLUDED IN THE RECORD ON 

APPEAL AND STATEMENT OF ISSUES ON APPEAL OF WILMINGTON TRUST 

COMPANY, AS COLLATERAL AGENT TO (1) THE DEBTORS' DESIGNATION OF 

ITEMS TO BE INCLUDED IN THE RECORD ON APPEAL AND STATEMENT OF 

ISSUES TO BE PRESENTED (DOCKET NO. 4124); (2) THE OFFICIAL COMMITTEE 

OF UNSECURED CREDITORS’ DESIGNATION OF ITEMS TO BE INCLUDED IN 

THE RECORD ON APPEAL AND STATEMENT OF ISSUES TO BE PRESENTED 

(DOCKET NO. 4122); AND, (3) THE OFFICIAL COMMITTEE OF EQUITY 

SECURITY HOLDERS OF CALPINE CORPORATION, ET AL.’S DESIGNATION OF 

ITEMS TO BE INCLUDED IN THE RECORD ON APPEAL AND STATEMENT OF 

ISSUES TO BE PRESENTED (DOCKET NO. 4123)

 Wilmington Trust Company, solely in its capacity as collateral agent (the “Collateral 

Agent”) under that certain Collateral Trust and Intercreditor Agreement dated as of March 23, 

2004 for the present and future holders of the CalGen Senior Secured Obligations, by and 

through its counsel, Nixon Peabody LLP, hereby submits, pursuant to Federal Rule of 

Bankruptcy Procedure 8006, the following counter designation of items for inclusion in the 

Case 1:07-cv-03266-GBD Document 3 Filed 04/24/2007 Page 1 of 46
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record on appeal and statement of issues to be presented on appeal in connection with the: (1) 

Debtors' Designation of Items to Be Included in Record on Appeal and Statement of Issues to Be 

Presented (Docket No. 4124); (2) Designation of Items to be Included in Record on Appeal and 

Statement of Issues to be Presented on behalf of the Official Committee Of Unsecured Creditors 

(Docket No. 4122); and, (3) Designation of Items to be Included in Record on Appeal and 

Statement of Issues to be Presented filed on behalf of the Official Committee of Equity Security 

Holders of Calpine Corporation, et al.. (Docket No. 4123) from the following orders of the 

United States Bankruptcy Court for the Southern District of New York, (the “Bankruptcy 

Court”):1

Memorandum Decision and Order Granting, in Part, Debtors’ Motion for an 

Order (I) Authorizing Debtors to Obtain Replacement Postpetition Financing to 

(A) Refinance Existing Postpetition Financing and (B) Repay Prepetition Debt; 

(II) Allowing Debtors’ Limited Objection to Claims; and (III) Determining Value 

of Secured Claims entered by the Bankruptcy Court on March 5, 2007. (Docket 

No. 3875) 

 

1

 The Collateral Agent, as appellant, has filed Notices of Appeal relating to the Memorandum Decision and 

Order dated March 5, 2007, Granting, in Part, Debtors’ Motion for an Order (I) Authorizing Debtors to 

Obtain Replacement Postpetition Financing to (A) Refinance Existing Postpetition Financing and (B) 

Repay Prepetition Debt; (II) Allowing Debtors' Limited Objection to Claims; and (III) Determining Value 

of Secured Claims (Docket No. 3875); the Order dated March 12, 2007 (I) Granting Debtors Limited 

Objection to Claim Numbers 2664, 3275, 3393, Through 3421 (Inclusive), 3546 Through 3554 (Inclusive), 

3586 Through 3588 (Inclusive), 3731, 4073, 5653 Through 5730 (Inclusive), 5791, and 5792; (II) 

Determining the Value of the CalGen Secured Debt Pursuant to Rule 3012 of the Federal Rules of 

Bankruptcy Procedure; and (III) Authorizing Repayment of CalGen Secured Debt (Docket No. 3970); the 

Order dated March 12, 2007 Authorizing Debtors to Obtain Post-Petition Financing Pursuant To 11 U.S.C. 

§§ 105, 361, 362, 364(c)(1), 362(c)(2), 364(c)(3), 364(d) and 364(e) (Docket No. 3972); and, the Amended 

Order dated March 26, 2007 (I) Granting Debtors Limited Objection to Claim Numbers 2664, 3275, 3393, 

Through 3421 (Inclusive), 3546 Through 3554 (Inclusive), 3586 Through 3588 (Inclusive), 3731, 4073, 

5653 Through 5730 (Inclusive), 5791, and 5792; (II) Determining the Value of the CalGen Secured Debt 

Pursuant to Rule 3012 of the Federal Rules of Bankruptcy Procedure; and (III) Authorizing Repayment of 

CalGen Secured Debt (Docket No. 4120). See Docket nos. 4017, 4014, 4016, and, 4180, respectively. 

Given the similarity of issues raised in the prior Notices of Appeal, and the cross appeals of the Debtor, the 

Official Committee of Unsecured Creditors, and the Official Committee of Equity Security Holders of 

Calpine Corp. et. al. (See Docket Nos. 4043, 4174, 4021, 4053, 4171, 4030, 4031, 4038, 4173, 4021, 4053, 

and 4171) to which this pleading applies, and for the administrative convenience of the parties and the 

Court, the Collateral Agent plans to request that the District Court procedurally consolidate these appeals 

and treat them as one appeal for all purposes, including, without limitation, record designation and briefing. 

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Order dated March 12, 2007 (I) Granting Debtors’ Limited Objection to Claim 

Numbers 2664, 3275, 3393, Through 3421 (Inclusive), 3546 Through 3554 

(Inclusive), 3586 Through 3588 (Inclusive), 3731, 4073, 5653 Through 5730 

(Inclusive), 5791, and 5792; (II) Determining the Value of the CalGen Secured 

Debt Pursuant to Rule 3012 of the Federal Rules of Bankruptcy Procedure; and 

(III) Authorizing Repayment of CalGen Secured Debt (Docket No. 3970) 

Amended Order signed on 3/26/2007 (i) Granting Debtors Limited Objection To 

Claim Numbers 2664, 3275, 3393 Through 3421 (Inclusive), 3546 Through 3554 

(Inclusive), 3586 Through 3588 (Inclusive), 3731, 4073, 5653 Through 5730 

(Inclusive), 5791, And 5792; (ii) Determining The Value Of The Calgen Secured 

Debt Pursuant To Rule 3012 Of The Federal Rules Of Bankruptcy Procedure; 

And (iii) Authorizing Repayment Of Calgen Secured Debt. (Docket No. 4120) 

I. STATEMENT OF ISSUES TO BE PRESENTED ON APPEAL2

1. Did the Bankruptcy Court err when it entered the Order Authorizing Debtors to 

Obtain Post-Petition Financing Pursuant to 11 U.S.C. §§ 105, 351, 362, 364(c)(1), 364(c)(2), 

364(c)(3), 364(d) and 364(e) (“Order Authorizing Replacement DIP Loan”) and Order (I) 

Granting Debtor’s Limited Objections to Claims Numbers 2664, 3275, 3393 through 3421 

(Inclusive), 3546 through 3554 (Inclusive), 3586 through 3588 (Inclusive), 3731, 4073, 5653 

through 5730 (Inclusive), 5791, and 5792; (II) Determining the Value of the CalGen Secured 

Debt Pursuant to Rule 3012 of the Federal Rules of Bankruptcy Procedure; and (III) Authorizing 

the Repayment of CalGen Secured Debt (the “Claims Order”), each of which purports to alter the 

obligations secured by the liens granted to the Collateral Agent and modifies those liens? 

2. Did the Bankruptcy Court err when it found that proper notice of the objection 

deadline and hearing on the Refinancing Motion, the objections to claims contained therein, and 

the lien modification requests contained therein, had been given where no notice was provided to 

 

2

 To the extent that capitalized terms are not defined herein, they shall take the meaning ascribed to them in 

the Objection of Wilmington Trust Company as Collateral Agent to the Debtors’ Motion for Order (I) 

Authorizing Debtors to Obtain Replacement Postpetition Financing to (A) Refinance Existing Postpetition 

Financing and (B) Repay the Prepetition Debt; (II) Allowing Debtors’ Limited Objection to Claims; and 

(III) Determining Value of Secured Claims (Docket No. 3690). 

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the holders of the debt secured by the liens granted to the Collateral Agent and where the request 

for the lien modification was made on motion instead of in an adversary proceeding? 

3. Did the Bankruptcy Court err where it entered orders purporting to alter the liens 

granted to the Collateral Agent where the issue was joined by motion instead of an adversary 

proceeding? 

4. Did the Bankruptcy Court err when it modified the fees, expenses and other 

amounts that Collateral Agent is entitled to receive going forward in light of the fact that the 

Collateral Agent is entitled to timely payment of all of its fees and expenses as expressly 

provided for in the First Priority Lien Documents and the Collateral Agent’s duties will continue 

because the prepayment premium will not have been paid and numerous other issues remain 

outstanding? 

II. COUNTER DESIGNATION OF ITEMS TO BE INCLUDED IN THE RECORD 

 ON APPEAL

1. Affidavit of Eric N. Pryor Pursuant to Local Bankruptcy Rule 1007-2 filed 

December 21, 2005 (Docket No. 2)3

2. Motion for Order Authorizing Debtors to (I) Continue to Use Existing Cash 

Management System and Bank Accounts; (II) Continue Intercompany 

Transactions and Provide Administrative Priority Status to Postpetition 

Intercompany Claims; (III) Continue to Use Existing Checks and Business Forms 

and (IV) Continue to Use Existing Investment Practices filed December 21, 2005 

(Docket No. 11) 

3. Emergency Motion for (I) Interim Orders (A) Authorizing the Debtors to (1) 

Obtain Postpetition Secured Financing Pursuant to 11 U.S.C. Sections 105, 361, 

362, 364(c)(1), 364(c)(2), 364(c)(3) and 364(e), (2) Utilize Cash Collateral 

Pursuant to 11 U.S.C. Section 363, and (3) Provide Adequate Protection to Certain 

Prepetition Lenders Pursuant to 11 U.S.C. Sections 361, 362 and 363 and (B) 

 

3

 All designations include any and all exhibits, affidavits, declarations, proposed orders, and/or any other 

attachments to such document even if such reference is not made herein. 

Case 1:07-cv-03266-GBD Document 3 Filed 04/24/2007 Page 4 of 46
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Scheduling Final Hearing Pursuant to Fed. R. Bankr. P. 4001(b) and (c) and (II) 

Final Orders (A) Authorizing Debtors to (1) Obtain Postpetition Secured 

Financing Pursuant to 11 U.S.C. Sections 105, 361, 362, 364(c)(1), 364(c)(2), 

364(c)(3) and 364(e), (2) Utilize Cash Collateral Pursuant to 11 U.S.C. Section 

363, (3) Provide Adequate Protection to Certain Prepetition Lenders Pursuant to 

11 U.S.C. Sections 361, 362 and 363, (3) Assume the Geysers Agreement 

Pursuant to 11 U.S.C. Section 365(a) and Consummate the Transactions 

Contemplated Thereby Pursuant to Section 363(b) and (4) Assume the Agnews 

Lease Documents Pursuant to 11 U.S.C. Section 365(a) filed by Matthew Allen 

Cantor on behalf of Calpine Corporation. filed December 21, 2005 (Docket No. 

18) 

4. Final Order Authorizing Debtors to (I) Continue to Use Existing Cash 

Management System and Bank Accounts; (II) Continue Intercompany 

Transactions and Provide Administrative Priority Status to Postpetition 

Intercompany Claims; (III) Continue to Use Existing Checks and Business Forms 

and (IV) Continue to Use Existing Investment Practices filed January 26, 2006 

(Docket No. 629) 

5. Final Order Authorizing Debtors to Obtain Post-Petition Financing Pursuant to 11 

U.S.C. Sections 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3), and 364 filed 

January 26, 2006 (Docket No. 635) 

6. Final Order Authorizing Debtors to Obtain Post-Petition Financing Pursuant to 11 

U.S.C. Sections 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3), and 364(e) signed 

February 22, 2006 (Docket No. 864) 

7. Second Amended Order Authorizing Use of Cash Collateral and Granting 

Adequate Protection filed February 24, 2006 (Docket No. 881) 

8. Debtors' Motion for Entry of an Order Pursuant to Bankruptcy Rule 3003(c)(3) 

Establishing Deadline for Filing Proofs of Claim and Approving Form and Manner 

of Notice Thereof filed April 14, 2006 (Docket No. 1256) 

9. Affidavit of Service Debtors' Motion for Entry of an Order Pursuant to Bankruptcy 

Rule 3003(c)(3) Establishing Deadline for Filing Proofs of Claim and Approving 

Form and Manner of Notice Thereof filed April 20, 2006 (Docket No. 1298) 

10. Order Setting Last Day to File Claims and Approving the Form and Manner of 

Notice Thereof dated April 26, 2006 (Docket No. 1348) 

11. Notice of Presentment of Stipulation And Order Relating To Certain Debt Claims 

filed June 28, 2006 (Docket No. 2062) 

12. Affidavit of Service of Notice of Presentment of Stipulation And Order Relating 

To Certain Debt Claims filed July 3, 2006 (Docket No. 2107) 

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13. So Ordered Stipulation Relating To Certain Debt Claims signed July 11, 2006 

(Docket No. 2193) 

14. So Ordered Stipulation Allowing (I) Wilmington Trust FSB, as Indenture Trustee, 

(II) HSBC Bank USA, National Association, as Successor Indenture Trustee, (III) 

Manufacturers Traders & Trust Company, as Successor Indenture Trustee, and 

(IV) Wilmington Trust Company, as Collateral Agent, to File a Master Proof of 

Claim Under One Case Number, On Behalf of Themselves and The Holders of 

Certain CalGen Notes dated July 27, 2006 (Docket No. 2352) 

15. Affidavit of Service of Stipulation Allowing (I) Wilmington Trust FSB, as 

Indenture Trustee, (II) HSBC Bank USA, National Association, as Successor 

Indenture Trustee, (III) Manufacturers Traders & Trust Company, as Successor 

Indenture Trustee, and (IV) Wilmington Trust Company, as Collateral Agent, to 

File a Master Proof of Claim Under One Case Number, On Behalf of Themselves 

and The Holders of Certain CalGen Notes filed August 1, 2006 (Docket No. 2397) 

16. Debtors' Motion to Modify Cash Collateral Order to Effect Project Intercompany 

Loan Transfers filed December 8, 2006 (Docket No. 3237) 

17. Agreed Order Modifying Cash Collateral Order to Effect Project Intercompany 

Loan Transfers filed December 20, 2006 (Docket No. 3314) 

18. Order Modifying Cash Collateral Order to Pay Adequate Protection filed 

December 28, 2006 (Docket No. 3341) 

19. Amended Order Modifying Cash Collateral Order to Pay Adequate Protection 

filed January 12, 2007 (Docket No. 3397) 

20. Calpine Corporation’s January 2007 Report On Status Of Reorganization filed on 

January 16, 2007 (Docket No. 3406) 

21. Amended Agreed Order Modifying Cash Collateral Order to Effect Project 

Intercompany Loan Transfers filed January 18, 2007 (Docket No. 3423) 

22. Debtors' Seventh Omnibus Objection to Proofs of Claim (Equity Interest Claims, 

Beneficial Noteholder Claims, Insufficient Support Claims, Amended/Replaced 

Claims, Duplicative Claims and CalGen No Basis Claims) filed January 26, 2007 

(Docket No. 3480) 

23. Debtors' Motion for Order (I) Authorizing Debtors to Obtain Replacement 

Postpetition Financing to (A) Refinance Existing Postpetition Financing and (B) 

Repay Prepetition Debt; (II) Allowing Debtors’ Limited Objection to Claims; and 

(III) Determining Value of Calpine Corporation filed January 26, 2007 (Docket 

No. 3481) 

24. Affidavit of Service of Luis N. Valdivia for (1) Notice of Filing of Proposed Form 

of Second Amended Final Order Authorizing Retention of Miller Buckfire & Co., 

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LLC as Financial Advisors and Investment Bankers for the Debtors; and (2) 

Notice of Debtors' Motion for Order (I) Authorizing Debtors to Obtain 

Replacement Postpetition Financing to (A) Refinance Existing Postpetition 

Financing and (B) Repay Prepetition Debt; (II) Allowing Debtors' Limited 

Objection to Claims; and (III) Determining Value of Secured Claims February 1, 

2007 (Docket No. 3537) 

25. Order (i) Authorizing Free and Clear of all Liens, Claims, Encumbrances and 

Other Interests (A) The Transfer By Calpine Corporation To Goldendale Energy 

Center, LLC Of Certain Assets Relating To The Goldendale Project, (B) The 

Contribution Of Substantially All Of The Assets Of Goldendale Energy Center 

LLC To A Newly Formed Limited Liability Company, (C) The Sale Of All Of The 

Membership Interests In The Newly Formed Limited Liability Company To Puget 

Sound Energy, Inc., (D) The Assumption And Assignment Of Certain Executory 

Contracts And Unexpired Leases In Connection Therewith; And (ii) Granting 

Related Relief signed February 7, 2006 (Docket No. 3606) 

26. Objection of Beal Bank Nevada to Debtors’ Motion for Order (I) Authorizing 

Debtors to Obtain Replacement Postpetition Financing and (B) Repay Prepetition 

Debt; (II) Allowing Debtors’ Limited Objection to Claims; and (III) Determining 

Value of Secured Claims filed February 16, 2007 (Docket No. 3689) 

27. Objection of Wilmington Trust Company as Collateral Agent to the Debtors’ 

Motion for Order (I) Authorizing Debtors to Obtain Replacement Postpetition 

Financing to (A) Refinance Existing Postpetition Financing and (B) Repay the 

Prepetition Debt; (II) Allowing Debtors’ Limited Objection to Claims; and (III) 

Determining Value of Secured Claims filed February 16, 2007 (Docket No. 3690) 

28. Objection of Wilmington Trust Company as Administrative Agent to the Debtors’ 

Motion for Order (I) Authorizing Debtors to Obtain Replacement Postpetition 

Financing to (A) Refinance Existing Postpetition Financing and (B) Repay the 

Prepetition Debt; (II) Allowing Debtors’ Limited Objection to Claims; and (III) 

Determining Value of Secured Claims filed February 16, 2007 (Docket No. 3691) 

29. Objection of Wilmington Trust FSB as Indenture Trustee to the Debtors’ Motion 

for Order (I) Authorizing Debtors to Obtain Replacement Postpetition Financing to 

(A) Refinance Existing Postpetition Financing and (B) Repay the Prepetition Debt; 

(II) Allowing Debtors’ Limited Objection to Claims; and (III) Determining Value 

of Secured Claims filed February 16, 2007 (Docket No. 3692) 

30. Response of HSBC Bank USA, National Association, as Indenture Trustee, (A) In 

Opposition to Debtors’ Motion for Approval of Refinancing, (B) In Opposition to 

Debtors’ Limited Objection to Indenture Trustee’s Claim on behalf of Second Lien 

Noteholders, and (C) in Support of Indenture Trustee’s Cross-Motion for 

Allowance of Claims filed February 16, 2007 (Docket No. 3694) 

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31. Affidavit of Jason J. Jack in Support of Response of HSBC Bank USA, National 

Association, as Indenture Trustee, (A) In Opposition to Debtors’ Motion for 

Approval of Refinancing, (B) In Opposition to Debtors’ Limited Objection to 

Indenture Trustee’s Claim on behalf of Second Lien Noteholders, and (C) In 

Support of Indenture Trustee’s Cross-Motion for Allowance of Claims filed 

February 16, 2007 (Docket No. 3695) 

32. Notice of Hearing on Cross-Motion of the Bank of New York, as Administrative 

Agent, for Allowance of Administrative Agent’s Claim filed February 16, 2007 

(Docket No. 3696) 

33. Response of the Bank of New York, as Administrative Agent, (A) In Opposition to 

Debtors’ Motion for Approval of Refinancing, (B) In Opposition to Debtors’ 

Limited Objection to Administrative Agent’s Claim on behalf of Second Lien 

Lenders, and (C) In Support of Administrative Agent’s Cross-Motion for 

Allowance of Claims filed by February 16, 2007 (Docket No. 3698) 

34. Limited Objection of The Bank of Nova Scotia to Debtors’ Motion for Order (I) 

Authorizing Debtors to Obtain Replacement Postpetition Financing to (A) 

Refinance Existing Postpetition Financing and (B) Repay Prepetition Debt; (II) 

Allowing Debtors’ Limited Objection to Claims; and (III) Determining Value of 

Secured Claims filed February 16, 2007 (Docket No. 3699) 

35. Qualified Statement of the Official Committee of Unsecured Creditors of Calpine 

Corporation, et al. in Support of the Debtors’ Motion for Order (I) Authorizing 

Debtors to Obtain Replacement Postpetition Financing to (A) Refinance Existing 

Postpetition Financing and (B) Repay Prepetition Debt; (II) Allowing Debtors’ 

Limited Objection to Claims; and (III) Determining Value of Secured Claims filed 

February 16, 2007 (Docket No. 3700) 

36. Statement of the Official Committee of Equity Security Holders in Support of the 

Debtors’ Motion for Order (I) Authorizing the Debtors to Obtain Replacement 

Postpetition Financing to (A) Refinance Existing Postpetition Financing and (B) 

Repay Prepetition Debt; (II) Allowing Debtors’ Limited Objection to Claims; and 

(III) Determining Value of Secured Claims filed February 16, 2007 (Docket No. 

3701) 

37. Objection of Unofficial Committee of Second Lien Debtholders to Debtors’ 

Motion for Order (I) Authorizing Debtors to Obtain Replacement Postpetition 

Financing to (A) Refinance Existing Postpetition Financing and (B) Repay 

Prepetition Debt; (II) Allowing Debtors’ Limited Objection to Claims; and (III) 

Determining Value of Secured Claims filed February 16, 2007 (Docket No. 3707) 

38. Ex Parte Motion of Manufacturers & Traders Trust Company Pursuant to 11 

U.S.C. Section 107(b) and Bankruptcy Rule 9018 for Authorization to File a 

Redacted Version of the Affidavit of Christopher J. Kearns in Support of 

Manufacturers & Traders Trust Company’s (A) Objection to Debtors’ Motion for 

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Order (I) Authorizing Debtors to Obtain Replacement Postpetition Financing to (i) 

Refinance Existing Postpetition Financing and (ii) Repay Prepetition Debt; (II) 

Allowing Debtors’ Limited Objection to Claims; and (III) Determining Value of 

Secured Claims and (B) Response to Debtors’ Seventh Omnibus Objection to 

Proofs Of Claim filed February 16, 2007 (Docket No. 3709) 

39. Motion of Unofficial Committee of Second Lien Debtholders to file Under Seal 

Portions of Objection of Unofficial Committee of Second Lien Debtholders to 

Debtors’ Motion for Order (I) Authorizing Debtors to Obtain Replacement 

Postpetition Financing to (A) Refinance Existing Postpetition Financing and (B) 

Repay Prepetition Debt; (II) Allowing Debtors’ Limited Objection to Claims; and 

(III) Determining Value of Secured Claims filed February 16, 2007 (Docket No. 

3710) 

40. Manufacturers & Traders Trust Company’s (a) Objection to Motion for Order (I) 

Authorizing Debtors to Obtain Replacement Postpetition Financing to (i) 

Refinance Existing Postpetition Financing and (ii) Repay Prepetition Debt; (II) 

Allowing Debtors’ Limited Objection to Claims; and (III) Determining Value of 

Secured Claims and (B) Response to Debtors’ Seventh Omnibus Objection to 

Proofs of Claim filed February 16, 2007 (Docket No. 3711) 

41. Memorandum of Law of Manufacturers & Traders Trust Company in Support of 

(A) Objection to Motion for Order (I) Authorizing Debtors to Obtain Replacement 

Postpetition Financing to (i) Refinance Existing Postpetition Financing and (ii) 

Repay Prepetition Debt; (II) Allowing Debtors’ Limited Objection to Claims; and 

(III) Determining Value of Secured Claims and (B) Response to Debtors’ Seventh 

Omnibus Objection to Proofs of Claim filed February 16, 2007 (Docket No. 3713) 

42. Order signed on 2/21/2007 Authorizing Manufacturers & Traders Trust Company 

to File a Redacted Version of the Affidavit of Christopher J. Kearns in Support of 

Manufacturers & Traders Trust Company’s (A) Objection to Debtors’ Motion for 

Order (I) Authorizing Debtors to Obtain Replacement Postpetition Financing to (i) 

Refinance Existing Postpetition Financing and (ii) Repay Prepetition Debt; (II) 

Allowing Debtors’ Limited Objection to Claims; and (III) Determining Value of 

Secured Claims and (B) Response to Debtors’ Seventh Omnibus Objection to 

Proofs of Claim filed February 21, 2007 (Docket No. 3744) 

43. Amended Affidavit of Christopher J. Kearns in Support of (A) Objection of 

Manufacturers & Traders Trust Company to Debtors’ Motion for Order (I) 

Authorizing Debtors to Obtain Replacement Postpetition Financing to (i) 

Refinance Existing Postpetition Financing and (ii) Repay Prepetition Debt; (II) 

Allowing Debtors’ Limited Objection To Claims; and (III) Determining Value of 

Secured Claims and (B) Response to Debtors’ Seventh Omnibus Objection to 

Proofs of Claim filed on February 22, 2007 (Docket No. 3747) 

44. Affidavit Of Jason J. Jack In Support Of Response Of The Bank Of New York, As 

Administrative Agent, (A) In Opposition To Debtors’ Motion For Approval Of 

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Refinancing, (B) In Opposition To Debtors’ Limited Objection To Administrative 

Agent’s Claim On Behalf Of Second Lien Lenders, And (C) In Support Of 

Administrative Agent’s Cross-Motion For Allowance Of Claims filed February 22, 

2007 (Docket No. 3749) 

45. Supplemental Affidavit Of Jason J. Jack In Support Of Response Of HSBC Bank 

USA, National Association, As Indenture Trustee, (A) In Opposition To Debtors’ 

Motion For Approval Of Refinancing, (B) In Opposition To Debtors’ Limited 

Objection To Indenture Trustee’s Claim On Behalf Of Second Lien Noteholders, 

And (C) In Support Indenture Trustee’s Cross-Motion For Allowance Of Claims 

Of filed February 22, 2007 (Docket No. 3750) 

46. Ex Parte Motion of (I) Wilmington Trust Company as Collateral Agent; (II) 

Wilmington Trust Company as Administrative Agent; and (III) Wilmington Trust 

FSB as Indenture Trustee Pursuant to 11 U.S.C. § 107(b) and Bankruptcy Rule 

9018 for Authorization to File Under Seal the Affidavits of Anders Maxwell and 

Stephen Darr in Support of (I) Wilmington Trust Company as collateral Agent; (II) 

Wilmington Trust Company as Collateral Agent; (II) Wilmington Trust Company 

as Administrative Agent; and, (III) Wilmington Trust FSB as Indenture Trustee’s 

Individual Objections to the Debtors’ Motion for Order (I) Authorizing Debtors to 

Obtain Replacement Postpetition Financing to (i) Refinance Existing Postpetition 

Financing and (ii) Repay Prepetition Debt; (II) Allowing Debtors’ Limited 

Objection to Claims; and (III) Determining the Value of Secured Claims filed 

February 23, 2007 (Docket No. 3753) 

47. Debtors’ Consolidated Reply to Objections to Debtors’ Motion for Order 

(I) Authorizing Debtors to Obtain Replacement Postpetition Financing to 

(A) Refinance Existing Postpetition Financing and (B) Repay Prepetition Debt; 

(II) Allowing Debtors’ Limited Objection to Claims; and (III) Determining Value 

of Secured Claims filed February 23, 2007 (Docket No 3763) 

48. Omnibus Reply to Objections to the Debtors’ Refinancing Motion filed February 

23, 2007 (Docket No. 3765) 

49. Emergency Motion of Manufacturers & Traders Trust Company to Adjourn 

Hearing to Consider Debtors’ (A) Motion for Order (I) Authorizing Debtors to 

Obtain Replacement Postpetition Financing to (i) Refinance Existing Postpetition 

Financing and (ii) Repay Prepetition Debt; (II) Allowing Debtors’ Limited 

Objection to Claims; (III) Determining Value of Secured Claims and (B) Seventh 

Omnibus Objection to Proofs of Claim filed February 26, 2007 (Docket No. 3771) 

50. Joinder of HSBC Bank USA, National Association, as Indenture Trustee, and The 

Bank of New York, as Administrative Agent, to Emergency Motion of 

Manufacturers & Traders Company to Adjourn Hearing to Consider Debtors’ (A) 

Motion for Order (I) Authorizing Debtors to Obtain Replacement Postpetition 

Financing to (1) Refinance Existing Postpetition Financing and (2) Repay 

Prepetition Debt; and (II) Allowing Debtors’ Limited Objection to Claims; and 

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(III) Determining Value of Secured Claims and (B) Seventh Omnibus Objection to 

Proofs of Claim filed February 26, 2007 (Docket No. 3775) 

51. Motion to File Under Seal the Emergency Motion of Wilmington Trust Company 

as Administrative Agent and Wilmington Trust FSB as Indenture Trustee filed 

February 26, 2007 (Docket No. 3777) 

52. Emergency Motion of Wilmington Trust Company as Administrative Agent and 

Wilmington Trust FSB as Indenture Trustee filed February 26, 2007 (filed under 

seal) 

53. Surreply of HSBC Bank USA, National Association, as Indenture Trustee and The 

Bank of New York, as Administrative Agent, (A) In Opposition to Debtors’ 

Motion for Approval of Refinancing, (B) In Opposition to Debtors’ Limited 

Objection to Indenture Trustee’s and Administrative Agent’s Claims on Behalf of 

Second Lien Noteholders and Second Lien Lenders, and (C) In Support of 

Indenture Trustee’s and Administrative Agent’s Cross-Motion for Allowance of 

Claims filed February 26, 2007 (Docket No. 3786) 

54. Notice of Filing of Blackline Version of Order (I) Granting Debtors Limited 

Objection to Claim Numbers 2664, 3275, 3393 through 3421 (Inclusive), 3546 

through 3554 (Inclusive), 3586 through 3588 (Inclusive), 3731, 4073, 5653 

through 5730 (Inclusive), 5791, and 5792; (II) Determining the Value of the 

CalGen Secured Debt Pursuant to Rule 3012 of the Federal Rules of Bankruptcy 

Procedure; and (III) Authorizing Repayment of CalGen Secured Debt filed 

February 27, 2007 (Docket No. 3789) 

55. Notice of Filing of Redline Version of Order Authorizing Debtors to Obtain PostPetition Financing Pursuant to 11 U.S.C. Sec. 105, 361, 362, 364(c)(1), 364(c)(2), 

364(c)(3), 364(d) and 364(e) filed February 27, 2007 (Docket No. 3790) 

56. Manufacturers & Traders Trust Company’s Sur-Reply to the Debtors’ 

Consolidated Reply to (A) Objections to Motion for Order (I) Authorizing Debtors 

to Obtain Replacement Postpetition Financing to (i) Refinance Existing 

Postpetition Financing and (ii) Repay Prepetition Debt; (II) Allowing Debtors’ 

Limited Objection to Claims; and (III) Determining Value of Secured Claims and 

(B) Response to Debtors’ Seventh Omnibus Objection to Proofs of Claim filed 

February 27, 2007 (Docket No. 3792) 

57. Consolidated Reply to Objections to Debtors’ Motion for Order (I) Authorizing 

Debtors to Obtain Replacement Postpetition Financing to (i) Refinance Existing 

Postpetition Financing and (ii) Repay Prepetition Debt; (II) Allowing Debtors’ 

Limited Objection to Claims; and (III) Determining the Value of Secured Claims 

filed February 27, 2007 (Docket No. 3793) 

58. Memorandum Decision and Order Granting, In Part, Debtors’ Motion For An 

Order (i) Authorizing Debtors To Obtain Replacement Postpetition Financing To 

(A) Refinance Existing Postpetition Financing And (B) Repay Prepetition Debt; 

Case 1:07-cv-03266-GBD Document 3 Filed 04/24/2007 Page 11 of 46
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(ii) Allowing Debtors’ Limited Objection To Claims; And (iii) Determining Value 

Of Secured Claims entered March 5, 2007 (Docket No. 3875) 

59. Transcript of Hearing Held on 2/27/07 Pursuant to Kirkland and Ellis, LLP Notice 

of Agenda Matters Scheduled for Hearing filed March 6, 2007 (Docket No. 3883) 

60. Order Granting The Ex Parte Motion Of (i) Wilmington Trust Company As 

Administrative Agent; And, (ii) Wilmington Trust FSB As Indenture Trustee 

Pursuant To 11 U.S.C. Section 107(b) And Bankruptcy Rule 9018 For 

Authorization To File Under Seal The Emergency Motion Of Wilmington Trust 

Company As Administrative Agent And Wilmington Trust FSB As Indenture 

Trustee To Compel Production Or, In The Alternative, To Preclude Entry Of 

Evidence And For A Continuance Of The Hearing Scheduled For February 26, 

2007 signed March 7, 2007 (Docket No.3912) 

61. Order Granting The Ex Parte Motion Of (I) Wilmington Trust Company As 

Collateral Agent; (II) Wilmington Trust Company As Administrative Agent; And, 

(III) Wilmington Trust FSB As Indenture Trustee Pursuant To 11 U.S.C. Section 

107(b) And Bankruptcy Rule 9018 For Authorization To File Under Seal The 

Affidavits Of Anders Maxwell And Stephen Darr In Support Of (I) Wilmington 

Trust Company As Collateral Agent; (II) Wilmington Trust Company As 

Administrative Agent; And, (III) Wilmington Trust FSB As Indenture Trustee’s 

Individual Objections To The Debtors’ Motion For Order (I) Authorizing Debtors 

To Obtain Replacement Postpetition Financing To (i) Refinance Existing 

Postpetition Financing And (ii) Repay Prepetition Debtor; (II) Allowing Debtors’ 

Limited Objection To Claims; And (iii) Determining Value Of Secured Claims 

signed March 7, 2007 (Docket No. 3913) 

62. Order Granting Debtors’ Limited Objection To Claim Numbers 2664, 3275, 3393 

Through 3421 (Inclusive), 3546 Through 3554 (Inclusive), 3586 Through 3588 

(Inclusive), 3731, 4073, 5653 Through 5730 (Inclusive), 5791, and 5792; (II) 

Determining The Value of the Calgen Secured Debt Pursuant to Rule 3012 of the 

Federal Rules of Bankruptcy Procedure; and (III) Authorizing Repayment of 

Calgen Secured Debt signed March 12, 2007 (Docket No. 3970) 

63. Order Authorizing Debtors to Obtain Post-Petition Financing Pursuant To 11 

U.S.C. Sections 105,361, 362, 364(c)(1), 362(c)(2), 364 (c)(3), 364 (d) and 364(e) 

signed March 12, 2007 (Docket No. 3972) 

64. Voluntary Petition filed by Baytown Energy Center, LP. on December 21, 2005 

(Case No. 05-60255)(Docket No.1) 

65. Statement of Financial Affairs filed by Baytown Energy Center, LP on April 17, 

2006 (Case No. 05-60255)(Docket No. 4) 

66. Schedules of Assets and Liabilities filed by Baytown Energy Center, LP. on April 

17, 2006, (Case No. 05-60255)(Docket No. 3) 

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67. Voluntary Petition filed by Baytown Power GP, LLC. on December 21, 2005 

(Case No. 05-60256)(Docket No.1) 

68. Statement of Financial Affairs filed by Baytown Power GP, LLC on April 17, 

2006 (Case No. 05-60256)(Docket No. 4) 

69. Schedules of Assets and Liabilities filed by Baytown Power GP, LLC. on April 17, 

2006, (Case No. 05-60256)(Docket No. 3) 

70. Voluntary Petition filed by Baytown Power, LP. on December 21, 2005 (Case No. 

05-60258)(Docket No.1) 

71. Statement of Financial Affairs filed by Baytown Power, LP. on April 17, 2006 

(Case No. 05-60258)(Docket No. 3) 

72. Schedules of Assets and Liabilities filed by Baytown Power, LP on April 18, 2006, 

(Case No. 05-60258)(Docket No. 4) 

73. Voluntary Petition filed by Calgen Equipment Finance Company, LLC. on 

December 21, 2005 (Case No. 05-60249)(Docket No.1) 

74. Statement of Financial Affairs filed by Calgen Equipment Finance Company, 

LLC. on April 17, 2006 (Case No. 05-60249)(Docket No. 3) 

75. Schedules of Assets and Liabilities filed by Calgen Equipment Finance Company, 

LLC. on April 18, 2006, (Case No. 05-60249)(Docket No. 4) 

76. Voluntary Petition filed by Calgen Equipment Finance Holdings, LLC. on 

December 21, 2005 (Case No. 05-60251)(Docket No.1) 

77. Statement of Financial Affairs filed by Calgen Equipment Finance Holdings, LLC. 

on April 17, 2006 (Case No. 05-60251)(Docket No. 3) 

78. Schedules of Assets and Liabilities filed by Calgen Equipment Finance Holdings, 

LLC. on April 18, 2006, (Case No. 05-60251)(Docket No. 4) 

79. Voluntary Petition filed by Calgen Expansion Company, LLC. on December 21, 

2005 (Case No. 05-60253)(Docket No.1) 

80. Statement of Financial Affairs filed by Calgen Expansion Company, LLC. on 

April 17, 2006 (Case No. 05-60253)(Docket No. 4) 

81. Schedules of Assets and Liabilities filed by Calgen Expansion Company, LLC. on 

April 16, 2006, (Case No. 05-60253)(Docket No. 3) 

82. Voluntary Petition filed by Calgen Finance Corp. on December 21, 2005 (Case 

No. 05-60229)(Docket No.1) 

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83. Statement of Financial Affairs filed by Calgen Finance Corp. on April 18, 2006 

(Case No. 05-60229)(Docket No. 4) 

84. Schedules of Assets and Liabilities filed by Calgen Finance Corp. on April 16, 

2006, (Case No. 05-60229)(Docket No. 3) 

85. Voluntary Petition filed by Calgen Project Equipment Finance Company One, 

LLC. on December 21, 2005 (Case No. 05-60236)(Docket No.1) 

86. Statement of Financial Affairs filed by Calgen Project Equipment Finance 

Company One, LLC. on April 18, 2006 (Case No. 05-60236)(Docket No. 3 and 4) 

87. Schedules of Assets and Liabilities filed by Calgen Project Equipment Finance 

Company One, LLC. on April 19, 2006, (Case No. 05-60236)(Docket No. 5) 

88. Voluntary Petition filed by Calgen Project Equipment Finance Company Three, 

LLC. on December 21, 2005 (Case No. 05-60259)(Docket No.1) 

89. Statement of Financial Affairs filed by Calgen Project Equipment Finance 

Company Three, LLC. on April 17, 2006 (Case No. 05-60259)(Docket No. 4) 

90. Schedules of Assets and Liabilities filed by Calgen Project Equipment Finance 

Company Three, LLC. on April 16, 2006, (Case No. 05-60259)(Docket No. 3) 

91. Voluntary Petition filed by Calgen Project Equipment Finance Company Two, 

LLC. on December 21, 2005 (Case No. 05-60262)(Docket No.1) 

92. Statement of Financial Affairs filed by Calgen Project Equipment Finance 

Company Two, LLC. on April 17, 2006 (Case No. 05-60262)(Docket No. 3) 

93. Schedules of Assets and Liabilities filed by Calgen Project Equipment Finance 

Company Two, LLC. on April 18, 2006, (Case No. 05-60262)(Docket No. 4) 

94. Voluntary Petition filed by Calpine Baytown Energy Center GP, LLC. on 

December 21, 2005 (Case No. 05-60453)(Docket No.1) 

95. Statement of Financial Affairs filed by Calpine Baytown Energy Center GP, LLC. 

on April 18, 2006 (Case No. 05-60453)(Docket No. 4) 

96. Schedules of Assets and Liabilities filed by Calpine Baytown Energy Center GP, 

LLC. on April 18, 2006, (Case No. 05-60453)(Docket No. 3) 

97. Voluntary Petition filed by Calpine Baytown Energy Center LP, LLC. on 

December 21, 2005 (Case No. 05-60320)(Docket No.1) 

98. Statement of Financial Affairs filed by Calpine Baytown Energy Center LP, LLC. 

on April 18, 2006 (Case No. 05-60320)(Docket No. 4) 

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99. Schedules of Assets and Liabilities filed by Calpine Baytown Energy Center LP, 

LLC. on April 16, 2006, (Case No. 05-60320)(Docket No. 3) 

100. Voluntary Petition filed by Calpine Calgen Holdings, Inc. on December 21, 2005 

(Case No. 05-60352)(Docket No.1) 

101. Statement of Financial Affairs filed by Calpine Calgen Holdings, Inc. on April 19, 

2006 (Case No. 05-60352)(Docket No. 3) 

102. Schedules of Assets and Liabilities filed by Calpine Calgen Holdings, Inc. on 

April 19, 2006, (Case No. 05-60352)(Docket No. 4) 

103. Voluntary Petition filed by Calpine Channel Energy Center GP, LLC. on 

December 21, 2005 (Case No. 05-60340)(Docket No.1) 

104. Statement of Financial Affairs filed by Calpine Channel Energy Center GP, LLC. 

on April 18, 2006 (Case No. 05-60340)(Docket No. 4) 

105. Schedules of Assets and Liabilities filed by Calpine Channel Energy Center GP, 

LLC. on April 16, 2006, (Case No. 05-60340)(Docket No. 3) 

106. Voluntary Petition filed by Calpine Channel Energy Center LP, LLC. on 

December 21, 2005 (Case No. 05-60343)(Docket No.1) 

107. Statement of Financial Affairs filed by Calpine Channel Energy Center LP, LLC. 

on April 19, 2006 (Case No. 05-60343)(Docket No. 4) 

108. Schedules of Assets and Liabilities filed by Calpine Channel Energy Center LP, 

LLC. on April 19, 2006, (Case No. 05-60343)(Docket No. 3) 

109. Voluntary Petition filed by Calpine Corpus Christi Energy GP, LLC. on December 

21, 2005 (Case No. 05-60247)(Docket No.1) 

110. Statement of Financial Affairs filed by Calpine Corpus Christi Energy GP, LLC. 

on April 17, 2006 (Case No. 05-60247)(Docket No. 4) 

111. Schedules of Assets and Liabilities filed by Calpine Corpus Christi Energy GP, 

LLC. on April 16, 2006, (Case No. 05-60247)(Docket No. 3) 

112. Voluntary Petition filed by Calpine Corpus Christi Energy LP. on December 21, 

2005 (Case No. 05-60261)(Docket No.1) 

113. Statement of Financial Affairs filed by Calpine Corpus Christi Energy LP. on 

April 17, 2006 (Case No. 05-60261)(Docket No. 3) 

114. Schedules of Assets and Liabilities filed by Calpine Corpus Christi Energy LP. on 

April 18, 2006, (Case No. 05-60261)(Docket No. 4) 

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115. Voluntary Petition filed by Calpine Freestone Energy GP, LLC. on December 21, 

2005 (Case No. 05-60227)(Docket No.1) 

116. Statement of Financial Affairs filed by Calpine Freestone Energy GP, LLC. on 

April 18, 2006 (Case No. 05-60227)(Docket No. 4) 

117. Schedules of Assets and Liabilities filed by Calpine Freestone Energy GP, LLC. 

on April 16, 2006, (Case No. 05-60227)(Docket No. 3) 

118. Voluntary Petition filed by Calpine Freestone Energy LP. on December 21, 2005 

(Case No. 05-60230)(Docket No.1) 

119. Statement of Financial Affairs filed by Calpine Freestone Energy LP. on April 18, 

2006 (Case No. 05-60230)(Docket No. 4) 

120. Schedules of Assets and Liabilities filed by Calpine Freestone Energy LP. on April 

18, 2006, (Case No. 05-60230)(Docket No. 3) 

121. Voluntary Petition filed by Calpine Freestone, LLC. on December 21, 2005 (Case 

No. 05-60231)(Docket No.1) 

122. Statement of Financial Affairs filed by Calpine Freestone, LLC. on April 18, 2006 

(Case No. 05-60231)(Docket No. 4) 

123. Schedules of Assets and Liabilities filed by Calpine Freestone, LLC. on April 18, 

2006, (Case No. 05-60231)(Docket No. 3) 

124. Voluntary Petition filed by Calpine Generating Company, LLC. on December 21, 

2005 (Case No. 05-60237)(Docket No.1) 

125. Statement of Financial Affairs filed by Calpine Generating Company, LLC. on 

April 18, 2006 (Case No. 05-60237)(Docket No. 4) 

126. Schedules of Assets and Liabilities filed by Calpine Generating Company, LLC. 

on April 18, 2006, (Case No. 05-60237)(Docket No. 3) 

127. Voluntary Petition filed by Calpine Northbrook Southcoast Investors, LLC. on 

December 21, 2005 (Case No. 05-60304)(Docket No.1) 

128. Statement of Financial Affairs filed by Calpine Northbrook Southcoast Investors, 

LLC. on April 18, 2006 (Case No. 05-60304)(Docket No. 4) 

129. Schedules of Assets and Liabilities filed by Calpine Northbrook Southcoast 

Investors, LLC. on April 16, 2006, (Case No. 05-60304)(Docket No. 3) 

130. Voluntary Petition filed by Calpine Oneta Power I, LLC. on December 21, 2005 

(Case No. 05-60311)(Docket No.1) 

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131. Statement of Financial Affairs filed by Calpine Oneta Power I, LLC. on April 18, 

2006 (Case No. 05-60311)(Docket No. 4) 

132. Schedules of Assets and Liabilities filed by Calpine Oneta Power I, LLC. on April 

18, 2006, (Case No. 05-60311)(Docket No. 3) 

133. Voluntary Petition filed by Calpine Oneta Power II, LLC. on December 21, 2005 

(Case No. 05-60315)(Docket No.1) 

134. Statement of Financial Affairs filed by Calpine Oneta Power II, LLC. on April 18, 

2006 (Case No. 05-60315)(Docket No. 4) 

135. Schedules of Assets and Liabilities filed by Calpine Oneta Power II, LLC. on April 

16, 2006, (Case No. 05-60315)(Docket No. 3) 

136. Voluntary Petition filed by Calpine Oneta Power, LP. on December 21, 2005 

(Case No. 05-60318)(Docket No.1) 

137. Statement of Financial Affairs filed by Calpine Oneta Power, LP. on April 18, 

2006 (Case No. 05-60318)(Docket No. 4) 

138. Schedules of Assets and Liabilities filed by Calpine Oneta Power, LP. on April 18, 

2006, (Case No. 05-60318)(Docket No. 3) 

139. Voluntary Petition filed by Calpine Pastoria Holdings, LLC. on December 21, 

2005 (Case No. 05-60302)(Docket No.1) 

140. Statement of Financial Affairs filed by Calpine Pastoria Holdings, LLC. on April 

18, 2006 (Case No. 05-60302)(Docket No. 4) 

141. Schedules of Assets and Liabilities filed by Calpine Pastoria Holdings, LLC. on 

April 16, 2006, (Case No. 05-60302)(Docket No. 3) 

142. Voluntary Petition filed by Calpine Power Equipment, LP. on December 21, 2005 

(Case No. 05-60310)(Docket No.1) 

143. Statement of Financial Affairs filed by Calpine Power Equipment, LP. on April 18, 

2006 (Case No. 05-60310)(Docket No. 4) 

144. Schedules of Assets and Liabilities filed by Calpine Power Equipment, LP. on 

April 18, 2006, (Case No. 05-60310)(Docket No. 3) 

145. Voluntary Petition filed by Carville Energy, LLC. on December 21, 2005 (Case 

No. 05-60460)(Docket No.1) 

146. Statement of Financial Affairs filed by Carville Energy, LLC. on April 18, 2006 

(Case No. 05-60460)(Docket No. 4) 

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147. Schedules of Assets and Liabilities filed by Carville Energy, LLC. on April 18, 

2006, (Case No. 05-60460)(Docket No. 3) 

148. Voluntary Petition filed by Channel Energy Center, LP. on December 21, 2005 

(Case No. 05-60275)(Docket No.1) 

149. Statement of Financial Affairs filed by Channel Energy Center, LP. on April 17, 

2006 (Case No. 05-60275)(Docket No. 3) 

150. Schedules of Assets and Liabilities filed by Channel Energy Center, LP. on April 

18, 2006, (Case No. 05-60275)(Docket No. 4) 

151. Voluntary Petition filed by Channel Power GP, LLC. on December 21, 2005 (Case 

No. 05-60276)(Docket No.1) 

152. Statement of Financial Affairs filed by Channel Power GP, LLC. on April 17, 

2006 (Case No. 05-60276)(Docket No. 4) 

153. Schedules of Assets and Liabilities filed by Channel Power GP, LLC. on April 16, 

2006, (Case No. 05-60276)(Docket No. 3) 

154. Voluntary Petition filed by Channel Power, LP. on December 21, 2005 (Case No. 

05-60277)(Docket No.1) 

155. Statement of Financial Affairs filed by Channel Power, LP. on April 17, 2006 

(Case No. 05-60277)(Docket No. 4) 

156. Schedules of Assets and Liabilities filed by Channel Power, LP. on April 16, 2006, 

(Case No. 05-60277)(Docket No. 3) 

157. Voluntary Petition filed by Columbia Energy, LLC. on December 21, 2005 (Case 

No. 05-60440)(Docket No.1) 

158. Statement of Financial Affairs filed by Columbia Energy, LLC. on April 18, 2006 

(Case No. 05-60440)(Docket No. 4) 

159. Schedules of Assets and Liabilities filed by Columbia Energy, LLC. on April 18, 

2006, (Case No. 05-60440)(Docket No. 3) 

160. Voluntary Petition filed by Corpus Christi Cogeneration, LP. on December 21, 

2005 (Case No. 05-60441)(Docket No.1) 

161. Statement of Financial Affairs filed by Corpus Christi Cogeneration, LP. on April 

18, 2006 (Case No. 05-60441)(Docket No. 4) 

162. Schedules of Assets and Liabilities filed by Corpus Christi Cogeneration, LP. on 

April 18, 2006, (Case No. 05-60441)(Docket No. 3) 

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163. Voluntary Petition filed by CPN Freestone, LLC. on December 21, 2005 (Case 

No. 05-60293)(Docket No.1) 

164. Statement of Financial Affairs filed by CPN Freestone, LLC. on April 18, 2006 

(Case No. 05-60293)(Docket No. 4) 

165. Schedules of Assets and Liabilities filed by CPN Freestone, LLC. on April 18, 

2006, (Case No. 05-60293)(Docket No. 3) 

166. Voluntary Petition filed by Decatur Energy Center, LLC. on December 21, 2005 

(Case No. 05-60313)(Docket No.1) 

167. Statement of Financial Affairs filed by Decatur Energy Center, LLC. on April 17, 

2006 (Case No. 05-60313)(Docket No. 3) 

168. Schedules of Assets and Liabilities filed by Decatur Energy Center, LLC. on April 

18, 2006, (Case No. 05-60313)(Docket No. 4) 

169. Voluntary Petition filed by Delta Energy Center, LLC. on December 21, 2005 

(Case No. 05-60375)(Docket No.1) 

170. Statement of Financial Affairs filed by Delta Energy Center, LLC. on April 19, 

2006 (Case No. 05-60375)(Docket No. 4) 

171. Schedules of Assets and Liabilities filed by Delta Energy Center, LLC. on April 

18, 2006, (Case No. 05-60375)(Docket No. 3) 

172. Voluntary Petition filed by Freestone Power Generation, LP. on December 21, 

2005 (Case No. 05-60339)(Docket No.1) 

173. Statement of Financial Affairs filed by Freestone Power Generation, LP. on April 

18, 2006 (Case No. 05-60339)(Docket No. 4) 

174. Schedules of Assets and Liabilities filed by Freestone Power Generation, LP. on 

April 18, 2006, (Case No. 05-60339)(Docket No. 3) 

175. Voluntary Petition filed by Los Medanos Energy Center, LLC. on December 21, 

2005 (Case No. 05-60405)(Docket No.1) 

176. Statement of Financial Affairs filed by Los Medanos Energy Center, LLC. on 

April 19, 2006 (Case No. 05-60405)(Docket No. 3) 

177. Schedules of Assets and Liabilities filed by Los Medanos Energy Center, LLC. on 

April 19, 2006, (Case No. 05-60405)(Docket No. 4) 

178. Voluntary Petition filed by Morgan Energy Center, LLC. on December 21, 2005 

(Case No. 05-60353)(Docket No.1) 

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179. Statement of Financial Affairs filed by Morgan Energy Center, LLC. on April 19, 

2006 (Case No. 05-60353)(Docket No.4 ) 

180. Schedules of Assets and Liabilities filed by Morgan Energy Center, LLC. on April 

19, 2006, (Case No. 05-60353)(Docket No. 3) 

181. Voluntary Petition filed by Nueces Bay Energy, LLC. on December 21, 2005 

(Case No. 05-60356)(Docket No.1) 

182. Statement of Financial Affairs filed by Nueces Bay Energy, LLC. on April 19, 

2006 (Case No. 05-60356)(Docket No.4 ) 

183. Schedules of Assets and Liabilities filed by Nueces Bay Energy, LLC. on April 19, 

2006, (Case No. 05-60356)(Docket No. 3) 

184. Voluntary Petition filed by Pastoria Energy Facility, LLC. on December 21, 2005 

(Case No. 05-60410)(Docket No.1) 

185. Statement of Financial Affairs filed by Pastoria Energy Facility, LLC. on April 19, 

2006 (Case No. 05-60410)(Docket No. 3 ) 

186. Schedules of Assets and Liabilities filed by Pastoria Energy Facility, LLC. on 

April 19, 2006, (Case No. 05-60410)(Docket No. 4) 

187. Voluntary Petition filed by Zion Energy, LLC. on December 21, 2005 (Case No. 

05-60380)(Docket No.1) 

188. Statement of Financial Affairs filed by Zion Energy, LLC. on April 19, 2006 (Case 

No. 05-60380)(Docket No. 3 ) 

189. Schedules of Assets and Liabilities filed by Zion Energy, LLC. on April 19, 2006, 

(Case No. 05-60380)(Docket No. 4) 

190. Affidavit of Samuel M. Greene in Support of Debtors’ Motion for Order (I) 

Authorizing Debtors to Obtain Replacement Postpetition Financing to (A) 

Refinance Existing Postpetition Financing and (B) Repay Prepetition Debt; (II) 

Allowing Debtors’ Limited Objection to Claims; and (III) Determining Value of 

Secured Claims filed January 26, 2007 (Trial Exhibit) (Docket No. 3481, Exhibit 

C) 

191. Affidavit of Anders J. Maxwell In Support of Objections of Wilmington Trust 

FSB as Indenture Trustee, Wilmington Trust Company as Administrative Agent 

and as Collateral Agent to: Debtors’ Motion for Order (I) Authorizing Debtors to 

Obtain Replacement Postpetition Financing to (A) Refinance Existing Postpetition 

Financing and (B) Repay the Prepetition Debt; (II) Allowing Debtors’ Limited 

Objection to Claims; and (III) Determining Value of Secured Claims filed January 

26, 2007 (Trial Exhibit) (Filed Under Seal, Docket No. 3753) 

Case 1:07-cv-03266-GBD Document 3 Filed 04/24/2007 Page 20 of 46
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10505550.1 

192. Supplemental Affidavit of Stephen Darr In Support of Objection of Wilmington 

Trust Company as Administrative Agent to the Debtors’ Motion for Order 

(I) Authorizing Debtors to Obtain Replacement Postpetition Financing to (A) 

Refinance Existing Postpetition Financing and (B) Repay the Prepetition Debt; (II) 

Allowing Debtors’ Limited Objection to Claims; and (III) Determining Value of 

Secured Claims filed February 23, 2007 (Trial Exhibit) (Filed Under Seal, Docket 

No. 3753) 

193. Supplemental Affidavit of Stephen Darr In Support of Objection of Wilmington 

Trust FSB as Indenture Trustee to the Debtors’ Motion for Order (I) Authorizing 

Debtors to Obtain Replacement Postpetition Financing to (A) Refinance Existing 

Postpetition Financing and (B) Repay the Prepetition Debt; (II) Allowing Debtors’ 

Limited Objection to Claims; and (III) Determining Value of Secured Claims, 

February 23, 2007 (Trial Exhibit) (Filed Under Seal, Docket No. 3753) 

194. Affidavit of Christopher J. Kearns In Support of (A) Objection of Manufacturers & 

Traders Trust Company to Debtors’ Motion for Order (I) Authorizing Debtors to 

Obtain Replacement Postpetition Financing to (i) Refinance Existing Postpetition 

Financing and (ii) Repay Prepetition Debt; (II) Allowing Debtors’ Limited 

Objection to Claims; and (III) Determining Value of Secured Claims and (B) 

Response to Debtors’ Seventh Omnibus Objection to Proofs of Claim, February 

22, 2007 (Trial Exhibit - Unredacted) (Docket No. 3747) 

195. Amended Affidavit of Christopher J. Kearns In Support of (A) Objection of 

Manufacturers & Traders Trust Company to Debtors’ Motion for Order (I) 

Authorizing Debtors to Obtain Replacement Postpetition Financing to (i) 

Refinance Existing Postpetition Financing and (ii) Repay Prepetition Debt; (II) 

Allowing Debtors’ Limited Objection to Claims; and (III) Determining Value of 

Secured Claims and (B) Response to Debtors’ Seventh Omnibus Objection to 

Proofs of Claim, filed February 22, 2007 (Trial Exhibit - Unredacted) (Docket No. 

3747) 

196. Affidavit of Jason J. Jack in Support of Response of HSBC Bank USA, National 

Association as Indenture Trustee, (A) In Opposition to Debtors’ Motion for 

Approval of Refinancing, (B) In Opposition to Debtors’ Limited Objection to 

Indenture Trustee’s Claim on Behalf of Second Lien Noteholders, and (C) In 

Support of Indenture Trustee’s Cross-Motion for Allowance of Claims, February 

16, 2007 (Trial Exhibit) (Docket No. 3695) 

197. Affidavit of Jason J. Jack in Support of Response of The Bank of New York, as 

Administrative Agent, (A) In Opposition to Debtors’ Motion for Approval of 

Refinancing, (B) In Opposition to Debtors’ Limited Objection to Administrative 

Agent’s Claim on Behalf of Second Lien Lenders, and (C) In Support of 

Administrative Agent’s Cross-Motion for Allowance of Claims, February 22, 2007 

(Trial Exhibit) (Docket No. 3749) 

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198. Supplemental Affidavit of Jason J. Jack In Support of Response of HSBC Bank 

USA, National Association, as Indenture Trustee, (A) In Opposition to Debtors’ 

Motion for Approval of Refinancing, (B) In Opposition to Debtors’ Limited 

Objection to Indenture Trustee’s Claim on Behalf of Second Lien Noteholders and 

(C) In Support of Indenture Trustee’s Cross-Motion for Allowance of Claims, 

February 22, 2007 (Trial Exhibit) (Docket No. 3750) 

199. Affidavit of Jason J. Jack In Support of Surreply of HSBC Bank, USA, National 

Association, as Indenture Trustee and The Bank of New York, as Administrative 

Agent, (A) In Opposition to Debtors’ Motion for Approval of Refinancing, (B) In 

Opposition to Debtors’ Limited Objection to Indenture Trustee’s and 

Administrative Agent’s Claims on Behalf of Second Lien Noteholders and Second 

Lien Lenders, and (C) In Support of Indenture Trustee’s and Administrative 

Agent’s Cross-Motion for Allowance of Claims, February 26, 2007 (Trial Exhibit) 

(Docket 3786) 

200. Collateral Trust and Intercreditor Agreement (the “Collateral Trust Agreement”) 

dated as of March 23, 2004, among Calpine Generating Company, LLC and 

CalGen Finance Corp., the guarantors party thereto from time to time, Wilmington 

Trust FSB, Morgan Stanley Senior Funding, Inc., The Bank of Nova Scotia, the 

Collateral Agent and each of the other persons party thereto from time to time 

(Trial Exhibit)(Docket No. 4050, Exhibit N) 

201. First Priority Indenture, dated as of March 23, 2004, by and among the Issuers, the 

guarantors a party thereto and Trustee (Trial Exhibit)(Docket No. 4050, Exhibit A) 

202. First Priority Term Note, dated as of March 23, 2004 (Trial Exhibit)(Docket No. 

4050, Exhibit B) 

203. Second Priority Indenture, dated as of March 23, 2004, by and among the Issuers, 

the guarantors a party thereto and Trustee (Trial Exhibit)(Docket No. 4050, 

Exhibit B) 

204. Third Priority Indenture, dated as of March 23, 2004, by and among the Issuers, 

the guarantors a party thereto and Trustee (Trial Exhibit)(Docket No. 4050, 

Exhibit C) 

205. Credit and Guarantee Agreement, dated as of March 23, 2004, among CalGen 

Generating Company, LLC, the guarantors a party thereto, Term Loan 

Administrative Agent, and current and future lenders with respect to certain First 

Priority Secured Institutional Term Loans Due 2009 in the original principal 

amount of $600,000,000 (Trial Exhibit)(Docket No. 4050, Exhibit J) 

206. Credit and Guaranty Agreement, dated as of March 23, 2004, among CalGen 

Generating Company, LLC, the guarantors a party thereto, Term Loan 

Administrative Agent, and current and future lenders with respect to certain 

Second Priority Secured Institutional Term Loans Due 2010 in the original 

principal amount of $100,000,000 (Trial Exhibit)(Docket No. 4050, Exhibit M) 

Case 1:07-cv-03266-GBD Document 3 Filed 04/24/2007 Page 22 of 46
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207. Amended and Restated Credit Agreement, dated as of March 23, 2004, among 

CalGen Generating Company, LLC, the guarantors a party thereto, the Revolving 

Loan Administrative Agent, Bayerische Landesbank Cayman Island Branch, 

Credit Lyonnais, ING Capital LLC, Toronto Dominion (Texas) Inc., Union Bank 

of California, N.A., and current and future lenders with respect to certain First 

Priority Secured Revolving Loans in the original principal amount of 

$200,000,000 (Trial Exhibit)(Docket No. 4050, Exhibit K) 

208. Security Agreement dated as of March 23, 2004 among Calpine Generating 

Company LLC, the guarantors party thereto from time to time, and the Collateral 

Agent (Trial Exhibit)(Docket No. 4050, Exhibit O) 

209. Calpine Generating Company LLC’s 10-K for Fiscal Year Ending December 31, 

2004 (Trial Exhibit)(Docket No. 4050, Exhibit D) 

210. Calpine Generating Company LLC’s 10-K for Fiscal Year Ending December 31, 

2005 (Trial Exhibit) (Docket No. 4050, Exhibit E) 

211. Calpine Generating Company LLC’s 10-Q for Quarter Ending September 30, 2006 

(Trial Exhibit) (Docket No. 4050, Exhibit F) 

212. Calpine Generating Company LLC’s 10-Q for Quarter Ending June 30, 2006 

(Trial Exhibit) (Docket No. 4050, Exhibit G) 

213. Calpine Generating Company LLC’s 10-Q for Quarter Ending March 31, 2006 

(Trial Exhibit) (Docket No. 4050, Exhibit H) 

214. Calpine Generating Company LLC’s 10-Q for Quarter Ending September 30, 2006 

(Trial Exhibit) (Docket No. 4050, Exhibit I) 

215. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Calpine Generating Company, LLC (Proof of Claim No. 3396) 

216. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Calpine Oneta Power II, LLC (Proof of Claim No.3275) 

217. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Freestone Power Generation LP (Proof of Claim No. 3393) 

218. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Calpine Northbrook Southcoast Investors, LLC (Proof of Claim No. 3394) 

219. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against Delta 

Energy Center, LLC (Proof of Claim No. 3395) 

220. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Decatur Energy Center, LLC (Proof of Claim No. 3397) 

Case 1:07-cv-03266-GBD Document 3 Filed 04/24/2007 Page 23 of 46
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221. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Calpine Freestone, LLC (Proof of Claim No. 3398) 

222. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against CPN 

Freestone, LLC (Proof of Claim No. 3399) 

223. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Calpine Freestone Energy, LP (Proof of Claim No. 3400) 

224. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Corpus Christi Cogeneration, LP (Proof of Claim No. 3401) 

225. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Calpine Freestone Energy GP, LLC (Proof of Claim No. 3402) 

226. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Columbia Energy, LLC (Proof of Claim No. 3403) 

227. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Calpine Corpus Christi Energy LP (Proof of Claim No. 3404) 

228. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Calpine Corpus Christi Energy GP, LLC (Proof of Claim No. 3405) 

229. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Channel Power LP (Proof of Claim No. 3406) 

230. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Calpine Channel Energy Center LP, LLC (Proof of Claim No. 3407) 

231. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Channel Power GP, LLC (Proof of Claim No. 3408) 

232. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Calpine Channel Energy Center GP, LLC (Proof of Claim No. 3409) 

233. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Calpine CalGen Holdings, Inc. (Proof of Claim No. 3410) 

234. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Channel Energy Center, LP (Proof of Claim No. 3411) 

235. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Calpine Baytown Energy Center LP, LLC (Proof of Claim No. 3412) 

236. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Carville Energy LLC (Proof of Claim No. 3413) 

Case 1:07-cv-03266-GBD Document 3 Filed 04/24/2007 Page 24 of 46
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237. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Calpine Baytown Energy Center GP, LLC (Proof of Claim No. 3414) 

238. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

CalGen Project Equipment Finance Company Two, LLC (Proof of Claim No. 

3415) 

239. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Calpine Power Equipment, LP (Proof of Claim No. 3416) 

240. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

CalGen Project Equipment Finance Company Three, LLC (Proof of Claim No. 

3417) 

241. Proof of Claim Wilmington Trust FSB as Indenture Trustee against CalGen 

Project Equipment Finance Company One, LLC (Proof of Claim No. 3418) 

242. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

CalGen Finance Corp. (Proof of Claim No. 3419) 

243. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

CalGen Expansion Company, LLC (Proof of Claim No. 3420) 

244. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

CalGen Equipment Finance Holdings, LLC (Proof of Claim No. 3421) 

245. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against Zion 

Energy LLC (Proof of Claim No. 3546) 

246. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Pastoria Energy Facility, LLC (Proof of Claim No. 3547) 

247. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Nueces Bay Energy, LLC (Proof of Claim No. 3548) 

248. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Morgan Energy Center, LLC (Proof of Claim No. 3549) 

249. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against Los 

Medanos Energy Center, LLC (Proof of Claim No. 3550) 

250. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Calpine Oneta Power I, LLC (Proof of Claim No. 3551) 

251. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Baytown Power, LP (Proof of Claim No. 3552) 

Case 1:07-cv-03266-GBD Document 3 Filed 04/24/2007 Page 25 of 46
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252. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Baytown Power GP, LLC (Proof of Claim No. 3553) 

253. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Baytown Energy Center, LP (Proof of Claim No. 3554) 

254. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Calpine Pastoria Holdings, LLC (Proof of Claim No. 3586) 

255. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

Calpine Oneta Power, LP (Proof of Claim No. 3587) 

256. Proof of Claim filed by Wilmington Trust FSB as Indenture Trustee against 

CalGen Equipment Finance Company, LLC (Proof of Claim No. 3588) 

257. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Calpine Generating Company, LLC (Proof of Claim No. 5691) 

258. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Calpine Pastoria Holdings, LLC (Proof of Claim No. 5653) 

259. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Pastoria Energy Facility, LLC (Proof of Claim No. 5654) 

260. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

CalGen Project Equipment Finance Company Two, LLC (Proof of Claim No. 

5655) 

261. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Delta Energy Center, LLC (Proof of Claim No. 5656) 

262. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Columbia Energy LLC (Proof of Claim No. 5657) 

263. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Baytown Power, LP (Proof of Claim No. 5658) 

264. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Baytown Power GP, LLC (Proof of Claim No. 5659) 

265. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Calpine Baytown Energy Center GP, LLC (Proof of Claim No. 5660) 

266. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Calpine Baytown Energy Center LP, LLC (Proof of Claim No. 5661) 

267. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Calpine Oneta Power, LP (Proof of Claim No. 5662) 

Case 1:07-cv-03266-GBD Document 3 Filed 04/24/2007 Page 26 of 46
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10505550.1 

268. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Calpine Oneta Power II, LLC (Proof of Claim No. 5663) 

269. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Calpine Oneta Power I, LLC (Proof of Claim No. 5664) 

270. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Decatur Energy Center, LLC (Proof of Claim No. 5665) 

271. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Carville Energy LLC (Proof of Claim No. 5666) 

272. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Morgan Energy Center, LLC (Proof of Claim No. 5667) 

273. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against Los 

Medanos Energy Center, LLC (Proof of Claim No. 5668) 

274. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against Zion 

Energy LLC (Proof of Claim No. 5669) 

275. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Corpus Christi Cogeneration, LP (Proof of Claim No. 5670) 

276. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Calpine Corpus Christi Energy, LP (Proof of Claim No. 5671) 

277. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Calpine Corpus Christi Energy GP, LLC (Proof of Claim No. 5672) 

278. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Calpine Northbrook Southcoast Investors, LLC (Proof of Claim No. 5673) 

279. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Nueces Bay Energy, LLC (Proof of Claim No. 5674) 

280. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

CalGen Equipment Finance Company, LLC (Proof of Claim No. 5675) 

281. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

CalGen Project Equipment Finance Company Three, LLC (Proof of Claim No. 

5676) 

282. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

CalGen Project Equipment Finance Company One, LLC (Proof of Claim No. 

5677) 

Case 1:07-cv-03266-GBD Document 3 Filed 04/24/2007 Page 27 of 46
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10505550.1 

283. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

CalGen Equipment Finance Holdings, LLC (Proof of Claim No. 5678) 

284. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Channel Energy Center, LP (Proof of Claim No. 5679) 

285. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Channel Power GP, LLC (Proof of Claim No. 5680) 

286. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Channel Power LP (Proof of Claim No. 5681) 

287. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Calpine Channel Energy Center GP, LLC (Proof of Claim No. 5682) 

288. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Calpine Channel Energy Center LP, LLC (Proof of Claim No. 5683) 

289. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Calpine Power Equipment, LP (Proof of Claim No.5684) 

290. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Calpine Freestone Energy GP, LLC (Proof of Claim No.5685) 

291. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Calpine Freestone Energy, LP (Proof of Claim No. 5686) 

292. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Freestone Power Generation, LP (Proof of Claim No. 5687) 

293. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Calpine Freestone, LLC (Proof of Claim No.5688) 

294. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against CPN 

Freestone, LLC (Proof of Claim No. 5689) 

295. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

CalGen Expansion Company, LLC (Proof of Claim No. 5690) 

296. Proof of Claim filed by Morgan Stanley Senior Funding Inc. as Agent against 

Baytown Energy Center, LP (Proof of Claim No. 5792) 

297. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Baytown Energy Center, LP (Proof of Claim No. 3484) 

298. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Baytown Power GP, LLC (Proof of Claim No. 3483) 

Case 1:07-cv-03266-GBD Document 3 Filed 04/24/2007 Page 28 of 46
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10505550.1 

299. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Baytown Power, LP (Proof of Claim No. 3482) 

300. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Calgen Equipment Finance Company, LLC (Proof of Claim No. 3481) 

301. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Calgen Equipment Finance Holdings, LLC (Proof of Claim No. 3480) 

302. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Calgen Expansion Company, LLC (Proof of Claim No. 3479) 

303. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Calgen Finance Corp. (Proof of Claim No. 3478) 

304. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Calgen Finance Corp. (Proof of Claim No. 3517) 

305. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Calgen Project Equipment Finance Company One, LLC (Proof of Claim No. 3477) 

306. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Calgen Project Equipment Finance Company Three, LLC (Proof of Claim 

No. 3476) 

307. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Calgen Project Equipment Finance Company Two, LLC (Proof of Claim 

No. 3475) 

308. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Calpine Baytown Energy Center GP, LLC (Proof of Claim No. 3474) 

309. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Calpine Baytown Energy Center LP, LLC (Proof of Claim No. 3473) 

310. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Calpine Calgen Holdings, Inc. (Proof of Claim No. 3472) 

311. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Calpine Channel Energy Center GP, LLC (Proof of Claim No. 3471) 

312. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Calpine Channel Energy Center LP, LLC (Proof of Claim No. 3470) 

313. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Calpine Corpus Christi Energy GP, LLC (Proof of Claim No. 3469) 

Case 1:07-cv-03266-GBD Document 3 Filed 04/24/2007 Page 29 of 46
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10505550.1 

314. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Calpine Corpus Christi Energy, LP (Proof of Claim No. 3468) 

315. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Calpine Freestone Energy GP, LLC (Proof of Claim No. 3467) 

316. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Calpine Freestone Energy, LP (Proof of Claim No. 3466) 

317. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Calpine Freestone, LLC (Proof of Claim No. 3557) 

318. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Calpine Generating Company, LLC (Proof of Claim No. 6129) 

319. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Calpine Generating Company, LLC (Proof of Claim No. 4019) 

320. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Calpine Northbrook Southcoast Investors, LLC (Proof of Claim No. 3555) 

321. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Calpine Oneta Power I, LLC (Proof of Claim No. 3465) 

322. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Calpine Oneta Power II, LLC (Proof of Claim No. 3464) 

323. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Calpine Oneta Power, LP (Proof of Claim No. 3463) 

324. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Calpine Pastoria Holdings, LLC (Proof of Claim No. 3462) 

325. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Calpine Power Equipment LP (Proof of Claim No. 3461) 

326. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Carville Energy LLC (Proof of Claim No. 3460) 

327. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Channel Energy Center, LP (Proof of Claim No. 3459) 

328. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Channel Power GP, LLC (Proof of Claim No. 3458) 

329. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Channel Power, LP (Proof of Claim No. 3457) 

Case 1:07-cv-03266-GBD Document 3 Filed 04/24/2007 Page 30 of 46
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10505550.1 

330. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Columbia Energy LLC (Proof of Claim No. 3456) 

331. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Corpus Christi Cogeneration, LP (Proof of Claim No. 3455) 

332. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

CPN Freestone, LLC (Proof of Claim No. 3372) 

333. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

CPN Freestone, LLC (Proof of Claim No. 3454) 

334. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Decatur Energy Center, LLC (Proof of Claim No. 3453) 

335. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Delta Energy Center, LLC (Proof of Claim No. 3452) 

336. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Freestone Power Generation LP (Proof of Claim No. 3451) 

337. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Los Medanos Energy Center, LLC (Proof of Claim No. 3450) 

338. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Morgan Energy Center, LLC (Proof of Claim No. 3449) 

339. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Nueces Bay Energy LLC (Proof of Claim No. 3487) 

340. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Pastoria Energy Facility LLC (Proof of Claim No. 3486) 

341. Proof of Claim filed by Wilmington Trust Company as Collateral Agent against 

Zion Energy LLC (Proof of Claim No. 3485) 

342. $5,000,000,000 Debtor-in-Possession and Exit Loan Facility Fee Letter dated 

January 26, 2007 (Filed Under Seal, Docket No. 3668) 

343. Notice of Appeal (related document(s)3875) filed on 03/14/2007 (Docket . No. 

4001) 

344. Notice of Appeal (related document(s)3875) filed on 03/14/2007 (Docket No. 

4002) 

345. Notice of Appeal (related document(s)3970) filed on 03/14/2007 (Docket No. 

4004) 

Case 1:07-cv-03266-GBD Document 3 Filed 04/24/2007 Page 31 of 46
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10505550.1 

346. Notice of Appeal (related document(s)3970) filed on 03/14/2007 (Docket No. 

4005) 

347. Notice of Appeal Of Order (I) Granting Debtors' Limited Objection To Claim 

Numbers 2664, 3275, 3393 Through 3421 (Inclusive), 3546 Through 3554 

(Inclusive), 3586 Through 3588 (Inclusive), 3731, 4073, 5653 Through 5730 

(Inclusive), 5791, and 5792, (II) Determining Value of the Calgen Secured Debt 

Pursuant to Rule 3012 Of The Federal Rules Of Bankruptcy Procedure; and (III) 

Authorizing Repayment Of Calgen Secured Debt, Dated March 12, 2007 [Docket 

No. 3970] (related document(s)3970) filed on 03/14/2007 (Docket No. 4006) 

348. Notice of Appeal Of Memorandum Decision and Order Granting, In Part, Debtors' 

Motion For An Order (I) Authorizing Debtors to Obtain Replacement Postpetition 

Financing to (A) Refinance Existing Postpetition Financing and (B) Repay 

Prepetition Debt; (II) Allowing Debtors' Limited Objection To Claims and (III) 

Determining Value Of Secured Claims, Dated March 5, 2007 [Docket No. 3875] 

(related document(s)3875) filed on 03/14/2007 (Docket No. 4007) 

349. Notice of Appeal of Wilmington Trust Company as Adminstrative Agent (related 

document(s)3970) filed on 03/14/2007 (Docket No. 4011) 

350. Notice of Appeal of Wilmington Trust Company as Administrative Agent (related 

document(s)3972) filed on 03/14/2007 (Docket No. 4012) 

351. Notice of Appeal of Wilmington Trust Company as Administrative Agent (related 

document(s)3875) filed on 03/14/2007 (Docket No. 4013) 

352. Notice of Appeal of Wilmington Trust Company as Collateral Agent (related 

document(s)3970) filed on 03/14/2007 (Docket No. 4014) 

353. Notice of Appeal of Calpine Corporation, et al. of Memorandum Decision and 

Order Granting, in part, Debtors' Motion for an Order (I) Authorizing Debtors to 

Obtain Replacement Postpetition Financing to (A) Refinance Existing Postpetition 

Financing and (B) Repay Prepetition Debt; (II) Allowing Debtors' Limited 

Objection to Claims; and (III) Determining Value of Secured Claims (related 

document(s)3875) filed on 03/14/2007 (Docket No. 4015) 

354. Notice of Appeal of Wilmington Trust Company as Collateral Agent (related 

document(s)3972) filed on 03/14/2007 (Docket No. 4016) 

355. Notice of Appeal of Wilmington Trust Company as Collateral Agent (related 

document(s)3875) filed on 03/14/2007) (Docket No. 4017) 

356. Notice of Appeal of Wilmington Trust FSB as Indenture Trustee (related 

document(s)3970) filed on: 03/14/2007) (Docket No. 4018) 

357. Notice of Appeal of Wilmington Trust FSB as Indenture Trustee (related 

document(s)3972) filed on 03/14/2007 (Docket No. 4019) 

Case 1:07-cv-03266-GBD Document 3 Filed 04/24/2007 Page 32 of 46
- 33 - 

10505550.1 

358. Notice of Appeal of Wilmington Trust FSB as Indenture Trustee (related 

document(s)3875) filed on 03/14/2007 (Docket No. 4020) 

359. Notice of Appeal of the Official Committee of Unsecured Creditors of Calpine 

Corporation, et al. (related document(s)3875) filed on 03/14/2007 (Docket No. 

4021) 

360. Notice of Appeal of the Official Committee of Equity Security Holders from the 

Memorandum Decision and Order Granting, in part, Debtors' Motion for an Order 

(I) Authorizing Debtors to Obtain Replacement Postpetition Financing to (A) 

Refinance Existing Postpetition Financing and (B) Repay Prepetition Debt; (II) 

Allowing Debtors' Limited Objection to Claims; and (III) Determining Value of 

Secured Claims, entered March 5, 2007 (related document(s)3875) filed on 

03/15/2007 (Docket No. 4030) 

361. Notice of Appeal of the Official Committee of Equity Security Holders from an 

Order (I) Granting Debtors' Limited Objection to Claim Numbers 2664, 3275, 

3393 Through 3421 (Inclusive), 3546 Through 3554 (Inclusive), 3586 Through 

3588 (Inclusive), 3731, 4073, 5653 Through 5730 (Inclusive), 5791, and 5792; (II) 

Determining the Value of the CalGen Secured Debt Pursuant to Rule 3012 of the 

Federal Rules of Bankruptcy Procedure; and (III) Authorizing Repayment of 

CalGen Secured Debt, entered March 12, 2007 (related document(s)3970) filed on 

03/15/2007 (Docket No. 4031) 

362. Amended Notice of Appeal of the Official Committee of Equity Security Holders 

from an Order (I) Granting Debtors' Limited Objection to Claim Numbers 2664, 

3275, 3393 Through 3421 (Inclusive), 3546 Through 3554 (Inclusive), 3586 

Through 3588 (Inclusive), 3731, 4073, 5653 Through 5730 (Inclusive), 5791, and 

5792; (II) Determining the Value of the CalGen Secured Debt Pursuant to Rule 

3012 of the Federal Rules of Bankruptcy Procedure; and (III) Authorizing 

Repayment of CalGen Secured Debt, entered March 12, 2007 (related 

document(s)3970, 4031) filed on 03/15/2007 (Docket No. 4038) 

363. Notice of Appeal of Calpine Corporation, et al. of Order Granting Debtors' 

Limited Objection to Claim Numbers 2664, 3275, 3393 through 3421 (Inclusive), 

3546 through 3554 (Inclusive), 3586 through 3588 (Inclusive), 3731, 4073, 5653 

through 5730 (Inclusive), 5791, and 5792; (II) Determining the Value of the 

CalGen Secured Debt Pursuant to Rule 3012 of the Federal Rules of Bankruprtcy 

Procedure; and (III) Authorizing Repayment of CalGen Secured Debt (related 

document(s)3970) filed 0n 03/16/2007 (Docket No. 4043) 

364. Letter - Hearing Exhibits Submitted In Connection With February 27, 2007 

Hearing On Debtors' Motion For Order (I) Authorizing Debtors To Obtain 

Replacement Postpetition Financing To (A) Refinance Existing Postpetition 

Financing And (B) Repay Prepetition Debt; (II) Allowing Debtors' Limited 

Objection To Claims; And (III) Determining Value Of Secured Claims (related 

document(s)3883, 3481) filed on March 20, 2007 with (Attachments: # 1 Exhibit 

Case 1:07-cv-03266-GBD Document 3 Filed 04/24/2007 Page 33 of 46
- 34 - 

10505550.1 

A# 2 Exhibit B# 3 Exhibit C# 4 Exhibit D# 5 Exhibit E# 6 Exhibit F# 7 Exhibit 

G# 8 Exhibit H# 9 Exhibit I# 10 Exhibit J# 11 Exhibit K# 12 Exhibit L# 13 

Exhibit M# 14 Exhibit N# 15 Exhibit O). (Docket No. 4050) 

365. Notice of Appeal of the Official Committee of Unsecured Creditors of Calpine 

Corporation, et al. (related document(s)3970) filed on 03/20/2007 (Docket No. 

4053) 

366. So Ordered Stipulation signed on 2/13/2007 by and Among Calpine Generating 

Company, LLC, Morgan Stanley Senior Funding, Inc. and Wilmington Trust 

Company Authorizing the Substitution of Administrative Agent. (Saenz De Viteri, 

Monica) (Entered: 02/13/2007) (Docket No. 3657) 

367. So Ordered Stipulation signed on 2/13/2007 by and Among Calpine Generating 

Company, LLC, Morgan Stanley Senior Funding, Inc. and the Bank of New York 

Authorizing the Substitution of Administrative Agent. Entered: 02/13/2007 

(Docket No. 3658) 

368. Notice of Hearing /Notice of Agenda of Matters Scheduled for Hearing on 

February 27, 2007 at 10:00 A.M. (ET) filed 02/26/2007 (Docket No. 3773) 

369. Statement JOINDER OF WILMINGTON TRUST COMPANY AS 

ADMINISTRATIVE AGENT AND WILMINGTON TRUST FSB AS 

INDENTURE TRUSTEE TO EMERGENCY MOTION OF MANUFACTURERS 

& TRADERS TRUST COMPANY TO ADJOURN HEARING [DKT NO. 3771] 

(related document(s) 3771) filed on 02/26/2007) (Docket No. 3774) 

370. Amended Notice of Hearing /Notice of Amended Agenda of Matters Scheduled 

for Hearing on February 27, 2007 at 10:00 A.M. (ET) (related document(s) 3773) 

filed by Edward Sassower on behalf of Calpine Corporation. with hearing to be 

held on 2/27/2007 at 10:00 AM at Courtroom 623 (BRL) Entered: 02/26/2007 

(Docket No. 3785) 

371. Document (UNDER SEAL) re The Ex Parte Motion of Wilmington Trust 

Company ... to Compel Production or to Preclude Entry of Evidence and for a 

continuance of the hearing scheduled for February, 2007; the Affidavits of Anders 

Maxwell and Stephen Darr in Support of Wilmington Trust Company, Individual 

Objections to Debtors? Motion for Order: (1) Authorizing Debtors to Obtain 

Replacement Postpetition Financing to (i) Refinance Existing Postpetition 

Financing and (ii) Repay Prepetition Debtor; (2) Allowing Debtors? Limited 

Objection to Claims; and (iii) Determining Value of Secured Claims (related 

document(s) 3913, 3912). Entered: 03/12/2007 (Docket No. 3967) 

372. Letter dated March 9, 2007 from George A. Davis of Weil, Gotshal & Manges 

LLP to Judge Lifland regarding the Counter Proposed Order (Docket No. 4092) 

Case 1:07-cv-03266-GBD Document 3 Filed 04/24/2007 Page 34 of 46
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10505550.1 

373. Letter dated March 9, 2007 from Edward O. Sassower of Kirkland & Ellis LLP to 

Judge Lifland regarding the proposed Replacement DIP Facility Order and the 

CalGen Secured Debt Repayment Order (Docket No. 4104, Exhibit A) 

374. Letter dated March 20, 2007 from Edward O. Sassower of Kirkland & Ellis to 

Judge Lifland regarding the proposed Amended CalGen Secured Debt Repayment 

Order (Docket No. 4104, Exhibit B) 

375. Amended Order dated March 26, 2007 (I) Granting Debtors Limited Objection to 

Claim Numbers 2664, 3275, 3393, Through 3421 (Inclusive), 3546 Through 3554 

(Inclusive), 3586 Through 3588 (Inclusive), 3731, 4073, 5653 Through 5730 

(Inclusive), 5791, and 5792; (II) Determining the Value of the CalGen Secured 

Debt Pursuant to Rule 3012 of the Federal Rules of Bankruptcy Procedure; and 

(III) Authorizing Repayment of CalGen Secured Debt (Docket No. 4120) 

Document 

No.

Entered On Docket No. Description 

376. 03/14/2007 4011 Notice of Appeal of Wilmington Trust Company as Administrative 

Agent (related document(s)3970) filed by Christopher M. Desiderio 

on behalf of Wilmington Trust Company. (Desiderio, Christopher) 

(Entered: 03/14/2007) 

377. 03/14/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4164372. Fee amount 255.00. (U.S. 

Treasury) (Entered: 03/14/2007) 

378. 03/14/2007 4012 Notice of Appeal of Wilmington Trust Company as Administrative 

Agent (related document(s)3972) filed by Christopher M. Desiderio 

on behalf of Wilmington Trust Company. (Desiderio, Christopher) 

(Entered: 03/14/2007) 

379. 03/14/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4164377. Fee amount 255.00. (U.S. 

Treasury) (Entered: 03/14/2007) 

380. 03/14/2007 4013 Notice of Appeal of Wilmington Trust Company as Administrative 

Agent (related document(s)3875) filed by Christopher M. Desiderio 

on behalf of Wilmington Trust Company. (Desiderio, Christopher) 

(Entered: 03/14/2007) 

381. 03/14/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4164380. Fee amount 255.00. (U.S. 

Treasury) (Entered: 03/14/2007) 

382. 03/14/2007 4014 Notice of Appeal of Wilmington Trust Company as Collateral Agent

(related document(s)3970) filed by Christopher M. Desiderio on 

behalf of Wilmington Trust Company. (Desiderio, Christopher) 

(Entered: 03/14/2007) 

Case 1:07-cv-03266-GBD Document 3 Filed 04/24/2007 Page 35 of 46
- 36 - 

10505550.1 

Document 

No.

Entered On Docket No. Description 

383. 03/14/2007 4015 Notice of Appeal of Calpine Corporation, et al. of Memorandum 

Decision and Order Granting, in part, Debtors' Motion for an Order 

(I) Authorizing Debtors to Obtain Replacement Postpetition 

Financing to (A) Refinance Existing Postpetition Financing and (B) 

Repay Prepetition Debt; (II) Allowing Debtors' Limited Objection to 

Claims; and (III) Determining Value of Secured Claims (related 

document(s)3875) filed by Edward Sassower on behalf of Calpine 

Corporation. (Sassower, Edward) (Entered: 03/14/2007) 

384. 03/14/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4164384. Fee amount 255.00. (U.S. 

Treasury) (Entered: 03/14/2007) 

385. 03/14/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4164378. Fee amount 255.00. (U.S. 

Treasury) (Entered: 03/14/2007) 

386. 03/14/2007 4016 Notice of Appeal of Wilmington Trust Company as Collateral Agent

(related document(s)3972) filed by Christopher M. Desiderio on 

behalf of Wilmington Trust Company. (Desiderio, Christopher) 

(Entered: 03/14/2007) 

387. 03/14/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4164387. Fee amount 255.00. (U.S. 

Treasury) (Entered: 03/14/2007) 

388. 03/14/2007 4017 Notice of Appeal of Wilmington Trust Company as Collateral Agent

(related document(s)3875) filed by Christopher M. Desiderio on 

behalf of Wilmington Trust Company. (Desiderio, Christopher) 

(Entered: 03/14/2007) 

389. 03/14/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4164392. Fee amount 255.00. (U.S. 

Treasury) (Entered: 03/14/2007) 

390. 03/14/2007 4018 Notice of Appeal of Wilmington Trust FSB as Indenture Trustee

(related document(s)3970) filed by Christopher M. Desiderio on 

behalf of Wilmington Trust FSB. (Desiderio, Christopher) (Entered: 

03/14/2007) 

391. 03/14/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4164394. Fee amount 255.00. (U.S. 

Treasury) (Entered: 03/14/2007) 

392. 03/14/2007 4019 Notice of Appeal of Wilmington Trust FSB as Indenture Trustee

(related document(s)3972) filed by Christopher M. Desiderio on 

behalf of Wilmington Trust FSB. (Desiderio, Christopher) (Entered: 

03/14/2007) 

Case 1:07-cv-03266-GBD Document 3 Filed 04/24/2007 Page 36 of 46
- 37 - 

10505550.1 

Document 

No.

Entered On Docket No. Description 

393. 03/14/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4164396. Fee amount 255.00. (U.S. 

Treasury) (Entered: 03/14/2007) 

394. 03/14/2007 4020 Notice of Appeal of Wilmington Trust FSB as Indenture Trustee

(related document(s)3875) filed by Christopher M. Desiderio on 

behalf of Wilmington Trust FSB. (Desiderio, Christopher) (Entered: 

03/14/2007) 

395. 03/14/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4164398. Fee amount 255.00. (U.S. 

Treasury) (Entered: 03/14/2007) 

396. 03/14/2007 4021 Notice of Appeal of the Official Committee of Unsecured Creditors of 

Calpine Corporation, et al. (related document(s)3875) filed by 

Michael Scott Stamer on behalf of Official Committee Of Unsecured 

Creditors. (Stamer, Michael) (Entered: 03/14/2007) 

397. 03/14/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4164484. Fee amount 255.00. (U.S. 

Treasury) (Entered: 03/14/2007) 

398. 03/27/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4182087. Fee amount 255.00. (U.S. 

Treasury) (Entered: 03/27/2007) 

399. 03/15/2007 4030 Notice of Appeal of the Official Committee of Equity Security Holders 

from the Memorandum Decision and Order Granting, in part, 

Debtors' Motion for an Order (I) Authorizing Debtors to Obtain 

Replacement Postpetition Financing to (A) Refinance Existing 

Postpetition Financing and (B) Repay Prepetition Debt; (II) Allowing 

Debtors' Limited Objection to Claims; and (III) Determining Value of 

Secured Claims, entered March 5, 2007 (related document(s)3875) 

filed by Gary Kaplan on behalf of Official Committee of Equity 

Security Holders of Calpine Corporation, et al.. (Kaplan, Gary) 

(Entered: 03/15/2007) 

400. 03/15/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4165966. Fee amount 255.00. (U.S. 

Treasury) (Entered: 03/15/2007) 

Case 1:07-cv-03266-GBD Document 3 Filed 04/24/2007 Page 37 of 46
- 38 - 

10505550.1 

Document 

No.

Entered On Docket No. Description 

401. 03/15/2007 4031 Notice of Appeal of the Official Committee of Equity Security Holders 

from an Order (I) Granting Debtors' Limited Objection to Claim 

Numbers 2664, 3275, 3393 Through 3421 (Inclusive), 3546 Through 

3554 (Inclusive), 3586 Through 3588 (Inclusive), 3731, 4073, 5653 

Through 5730 (Inclusive), 5791, and 5792; (II) Determining the Value 

of the CalGen Secured Debt Pursuant to Rule 3012 of the Federal 

Rules of Bankruptcy Procedure; and (III) Authorizing Repayment of 

CalGen Secured Debt, entered March 12, 2007 (related 

document(s)3970) filed by Gary Kaplan on behalf of Official 

Committee of Equity Security Holders of Calpine Corporation, et al.. 

(Kaplan, Gary) (Entered: 03/15/2007) 

402. 03/15/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4166058. Fee amount 255.00. (U.S. 

Treasury) (Entered: 03/15/2007) 

403. 03/15/2007 4038 Amended Notice of Appeal of the Official Committee of Equity 

Security Holders from an Order (I) Granting Debtors' Limited 

Objection to Claim Numbers 2664, 3275, 3393 Through 3421 

(Inclusive), 3546 Through 3554 (Inclusive), 3586 Through 3588 

(Inclusive), 3731, 4073, 5653 Through 5730 (Inclusive), 5791, and 

5792; (II) Determining the Value of the CalGen Secured Debt 

Pursuant to Rule 3012 of the Federal Rules of Bankruptcy Procedure; 

and (III) Authorizing Repayment of CalGen Secured Debt, entered 

March 12, 2007 (related document(s)3970, 4031) filed by Gary 

Kaplan on behalf of Official Committee of Equity Security Holders of 

Calpine Corporation, et al.. (Kaplan, Gary) (Entered: 03/15/2007) 

404. 03/16/2007 4043 Notice of Appeal of Calpine Corporation, et al. of Order Granting 

Debtors' Limited Objection to Claim Numbers 2664, 3275, 3393 

through 3421 (Inclusive), 3546 through 3554 (Inclusive), 3586 

through 3588 (Inclusive), 3731, 4073, 5653 through 5730 (Inclusive), 

5791, and 5792; (II) Determining the Value of the CalGen Secured 

Debt Pursuant to Rule 3012 of the Federal Rules of Bankruprtcy 

Procedure; and (III) Authorizing Repayment of CalGen Secured Debt

(related document(s)3970) filed by Edward Sassower on behalf of 

Calpine Corporation. (Sassower, Edward) (Entered: 03/16/2007) 

405. 03/16/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4168029. Fee amount 255.00. (U.S. 

Treasury) (Entered: 03/16/2007) 

Case 1:07-cv-03266-GBD Document 3 Filed 04/24/2007 Page 38 of 46
- 39 - 

10505550.1 

Document 

No.

Entered On Docket No. Description 

406. 03/20/2007 4050 Letter - Hearing Exhibits Submitted In Connection With February 27, 

2007 Hearing On Debtors' Motion For Order (I) Authorizing Debtors 

To Obtain Replacement Postpetition Financing To (A) Refinance 

Existing Postpetition Financing And (B) Repay Prepetition Debt; (II) 

Allowing Debtors' Limited Objection To Claims; And (III) 

Determining Value Of Secured Claims (related document(s)3883, 

3481) filed by David S. Elkind on behalf of HSBC Bank USA, 

National Association, as Indenture Trustee and The Bank of New 

York, as Administrative Agent. (Attachments: # 1 Exhibit A# 2 

Exhibit B# 3 Exhibit C# 4 Exhibit D# 5 Exhibit E# 6 Exhibit F# 7 

Exhibit G# 8 Exhibit H# 9 Exhibit I# 10 Exhibit J# 11 Exhibit K# 12 

Exhibit L# 13 Exhibit M# 14 Exhibit N# 15 Exhibit O)(Elkind, 

David) (Entered: 03/20/2007) 

407. 03/20/2007 4053 Notice of Appeal of the Official Committee of Unsecured Creditors of 

Calpine Corporation, et al. (related document(s)3970) filed by 

Michael Scott Stamer on behalf of Official Committee Of Unsecured 

Creditors. (Stamer, Michael) (Entered: 03/20/2007) 

408. 03/21/2007 4067 Letter - Hearing Exhibits Submitted in Connection with February 27, 

2007 Hearing on Debtors' Motion for Order (I) Authorizing Debtors 

to Obtain Replacement Postpetition Financing To (A) Refinance 

Existing Postpetition Financing and (B) Replay Prepetition Debt; (II) 

Allowing Debtors' Limited Objection to Claims; and (III) Determining 

Value of Secured Claims (related document(s)3883, 3481) filed by 

David S. Elkind on behalf of HSBC Bank USA, National Association, 

as Indenture Trustee and The Bank of New York, as Administrative 

Agent. (Elkind, David) (Entered: 03/21/2007) 

409. 03/23/2007 4095 Statement of Issues to be Presented and Designation of Record on 

Appeal of the Second Priority Debt Representatives from Orders 

Entered by the Bankruptcy Court (related document(s)4002) filed by 

David S. Elkind on behalf of The Bank of New York, as 

Administrative Agent. (Elkind, David) (Entered: 03/23/2007) 

410. 03/23/2007 4096 Statement of Issues to be Presented and Designation of Record on 

Appeal of the Second Priority Debt Representatives from Orders 

Entered by the Bankruptcy Court (related document(s)4004) filed by 

David S. Elkind on behalf of The Bank of New York, as 

Administrative Agent. (Elkind, David) (Entered: 03/23/2007) 

411. 03/23/2007 4097 Statement of Issues to be Presented and Designation of Record on 

Appeal of the Second Priority Debt Representatives from Orders 

Entered by the Bankruptcy Court (related document(s)4001) filed by 

David S. Elkind on behalf of HSBC Bank USA, N.A., as Indenture 

Trustee. (Elkind, David) (Entered: 03/23/2007) 

Case 1:07-cv-03266-GBD Document 3 Filed 04/24/2007 Page 39 of 46
- 40 - 

10505550.1 

Document 

No.

Entered On Docket No. Description 

412. 03/23/2007 4098 Statement of Issues to be Presented and Designation of Record on 

Appeal of the Second Priority Debt Representatives from Orders 

Entered by the Bankruptcy Court (related document(s)4005) filed by 

David S. Elkind on behalf of HSBC Bank USA, N.A., as Indenture 

Trustee. (Elkind, David) (Entered: 03/23/2007) 

413. 03/28/2007 4144 Notice of Appeal of Amended Order dated 3/26/2007 (i) Granting 

Debtors Limited Objection To Claim Numbers 2664, 3275, 3393 

Through 3421 (Inclusive), 3546 Through 3554 (Inclusive), 3586 

Through 3588 (Inclusive), 3731, 4073, 5653 Through 5730 

(Inclusive), 5791, And 5792; (ii) Determining The Value Of The 

Calgen Secured Debt Pursuant To Rule 3012 Of The Federal Rules Of 

Bankruptcy Procedure; And (iii) Authorizing Repayment Of Calgen 

Secured Debt (related document(s)4120) filed by David S. Elkind on 

behalf of The Bank of New York, as Administrative Agent. (Elkind, 

David) (Entered: 03/28/2007) 

414. 03/28/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4183796. Fee amount 255.00. (U.S. 

Treasury) (Entered: 03/28/2007) 

415. 03/23/2007 4104 Statement of Issues and Designation of Record (related 

document(s)4014) filed by Christopher M. Desiderio on behalf of 

Wilmington Trust Company. (Attachments: # 1 Exhibit A# 2 Exhibit 

B)(Desiderio, Christopher) (Entered: 03/23/2007) 

416. 03/23/2007 4105 Statement of Issues and Designation of Record (related 

document(s)4016) filed by Christopher M. Desiderio on behalf of 

Wilmington Trust Company. (Attachments: # 1 Exhibit A# 2 Exhibit 

B)(Desiderio, Christopher) (Entered: 03/23/2007) 

417. 03/23/2007 4106 Statement of Issues and Designation of Record (related 

document(s)4017) filed by Christopher M. Desiderio on behalf of 

Wilmington Trust Company. (Attachments: # 1 Exhibit A# 2 Exhibit 

B)(Desiderio, Christopher) (Entered: 03/23/2007) 

418. 03/23/2007 4107 Statement of Issues and Designation of Record (related 

document(s)4013) filed by Christopher M. Desiderio on behalf of 

Wilmington Trust Company. (Attachments: # 1 Exhibit A# 2 Exhibit 

B)(Desiderio, Christopher) (Entered: 03/23/2007) 

419. 03/23/2007 4108 Statement of Issues and Designation of Record (related 

document(s)4011) filed by Christopher M. Desiderio on behalf of 

Wilmington Trust Company. (Attachments: # 1 Exhibit A# 2 Exhibit 

B)(Desiderio, Christopher) (Entered: 03/23/2007) 

Case 1:07-cv-03266-GBD Document 3 Filed 04/24/2007 Page 40 of 46
- 41 - 

10505550.1 

Document 

No.

Entered On Docket No. Description 

420. 03/23/2007 4109 Statement of Issues and Designation of Record (related 

document(s)4012) filed by Christopher M. Desiderio on behalf of 

Wilmington Trust Company. (Attachments: # 1 Exhibit A# 2 Exhibit 

B)(Desiderio, Christopher) (Entered: 03/23/2007) 

421. 03/23/2007 4110 Statement of Issues and Designation of Record (related 

document(s)4018) filed by Christopher M. Desiderio on behalf of 

Wilmington Trust FSB. (Attachments: # 1 Exhibit A# 2 Exhibit 

B)(Desiderio, Christopher) (Entered: 03/23/2007) 

422. 03/23/2007 4111 Statement of Issues and Designation of Record (related 

document(s)4019) filed by Christopher M. Desiderio on behalf of 

Wilmington Trust FSB. (Attachments: # 1 Exhibit A# 2 Exhibit 

B)(Desiderio, Christopher) (Entered: 03/23/2007) 

423. 03/23/2007 4112 Statement of Issues and Designation of Record (related 

document(s)4020) filed by Christopher M. Desiderio on behalf of 

Wilmington Trust FSB. (Attachments: # 1 Exhibit A# 2 Exhibit 

B)(Desiderio, Christopher) (Entered: 03/23/2007) 

424. 03/23/2007 4113 Statement Of Issues and Designation of Record On Appeal of 

Memorandum Decision and Order Granting, In Part, Debtors' Motion 

for an Order (I) Authorizing Debtors To Obtain Replacement 

Postpetition Financing to (A) Refinance Existing Postpetition 

Financing and (B) Repay Prepetition Debt; (II) Allowing Debtors' 

Limited Objection To Claims and (III) Determining Value Of Secured 

Claims, Dated March 5, 2007 [Docket No. 3875] (related 

document(s)4007) filed by Judy G.Z. Liu on behalf of Manufacturers 

& Traders Trust Company. (Liu, Judy) (Entered: 03/23/2007) 

425. 03/23/2007 4114 Statement Of Issues and Designation Of Record On Appeal Of Order 

(I) Granting Debtors' Limited Objection to Claim Numbers 2664, 

3275, 3393 Through 3421 (Inclusive), 3546 Through 3554 (Inclusive), 

3586 Through 3588 (Inclusive), 3731, 4073, 5653 Through 5730 

(Inclusive), 5791, and 5792, (II) Determining Value of The Calgen 

Secured Debt Pursuant to Rule 3012 Of The Federal Rules of 

Bankruptcy Procedure; and (III) Authorizing Repayment Of Calgen 

Secured Debt, Dated March 12, 2007 [Docket No. 3970] (related 

document(s)4006) filed by Judy G.Z. Liu on behalf of Manufacturers 

& Traders Trust Company. (Liu, Judy) (Entered: 03/23/2007) 

426. 03/26/2007 4123 Statement of Issues /Designation of Items to be Included in Record on 

Appeal and Statement of Issues to be Presented (related 

document(s)4031, 4038, 4030) filed by Gary Kaplan on behalf of 

Official Committee of Equity Security Holders of Calpine 

Corporation, et al.. (Kaplan, Gary) (Entered: 03/26/2007) 

Case 1:07-cv-03266-GBD Document 3 Filed 04/24/2007 Page 41 of 46
- 42 - 

10505550.1 

Document 

No.

Entered On Docket No. Description 

427. 03/26/2007 4124 Designation of Contents (appellant). /Debtors' Designation of Items to 

Be Included in Record on Appeal and Statement of Issues to Be 

Presented (related document(s)3970, 3875) filed by Edward Sassower 

on behalf of Calpine Corporation. (Sassower, Edward) (Entered: 

03/26/2007) 

428. 03/27/2007 4130 Notice of Appeal Of Amended Order (I) Granting Debtors' Limited 

Objection to Claim Numbers 2664, 3275, 3393 Through 3421 

(Inclusive), 3546 Through 3554 (Inclusive), 3586 Through 3588 

(Inclusive), 3731, 4073, 5653 Through 5730 (Inclusive), 5791, and 

5792, (II) Determining Value of The Calgen Secured Debt Pursuant to 

Rule 3012 of The Federal Rules Of Bankruptcy Procedure; and (III) 

Authorizing Repayment Of Calgen Secured Debt, Dated March 12, 

2007 [Docket No. 4120] (related document(s)4120) filed by Judy G.Z. 

Liu on behalf of Manufacturers & Traders Trust Company. (Liu, 

Judy) (Entered: 03/27/2007) 

429. 03/27/2007 4132 Statement Of Issues and Designation Of Record On Appeal Of 

Amended Order (I) Granting Debtors' Limited Objection to Claim 

Numbers 2664, 3275, 3393 Through 3421 (Inclusive), 3546 Through 

3554 (Inclusive), 3586 Through 3588 (Inclusive), 3731, 4073, 5653 

Through 5730 (Inclusive), 5791, and 5792, (II) Determining Value of 

The Calgen Secured Debt Pursuant to Rule 3012 of The Federal Rules 

Of Bankruptcy Procedure; and (III) Authorizing Repayment Of 

Calgen Secured Debt, Dated March 12, 2007 [Docket No. 4120]

(related document(s)4130) filed by Judy G.Z. Liu on behalf of 

Manufacturers & Traders Trust Company. (Liu, Judy) (Entered: 

03/27/2007) 

430. 03/28/2007 4143 Notice of Appeal of Amended Order dated 3/26/2007 (i) Granting 

Debtors Limited Objection To Claim Numbers 2664, 3275, 3393 

Through 3421 (Inclusive), 3546 Through 3554 (Inclusive), 3586 

Through 3588 (Inclusive), 3731, 4073, 5653 Through 5730 

(Inclusive), 5791, And 5792; (ii) Determining The Value Of The 

Calgen Secured Debt Pursuant To Rule 3012 Of The Federal Rules Of 

Bankruptcy Procedure; And (iii) Authorizing Repayment Of Calgen 

Secured Debt (related document(s)4120) filed by David S. Elkind on 

behalf of HSBC Bank USA, N.A., as Indenture Trustee. (Elkind, 

David) (Entered: 03/28/2007) 

431. 03/28/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4183748. Fee amount 255.00. (U.S. 

Treasury) (Entered: 03/28/2007) 

Case 1:07-cv-03266-GBD Document 3 Filed 04/24/2007 Page 42 of 46
- 43 - 

10505550.1 

Document 

No.

Entered On Docket No. Description 

432. 03/28/2007 4144 Notice of Appeal of Amended Order dated 3/26/2007 (i) Granting 

Debtors Limited Objection To Claim Numbers 2664, 3275, 3393 

Through 3421 (Inclusive), 3546 Through 3554 (Inclusive), 3586 

Through 3588 (Inclusive), 3731, 4073, 5653 Through 5730 

(Inclusive), 5791, And 5792; (ii) Determining The Value Of The 

Calgen Secured Debt Pursuant To Rule 3012 Of The Federal Rules Of 

Bankruptcy Procedure; And (iii) Authorizing Repayment Of Calgen 

Secured Debt (related document(s)4120) filed by David S. Elkind on 

behalf of The Bank of New York, as Administrative Agent. (Elkind, 

David) (Entered: 03/28/2007) 

433. 03/28/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4183796. Fee amount 255.00. (U.S. 

Treasury) (Entered: 03/28/2007) 

434. 03/28/2007 4154 Statement of Issues - Amended Statement of Issues to be Presented 

and Designation of Record on Appeal of the Second Priority Debt 

Representatives from Orders Entered by the Bankruptcy Court

(related document(s)4002, 4095) filed by David S. Elkind on behalf of 

The Bank of New York, as Administrative Agent. (Elkind, David) 

(Entered: 03/28/2007) 

435. 03/28/2007 4155 Statement of Issues - Amended Statement of Issues to be Presented 

and Designation of Record on Appeal of the Second Priority Debt 

Representatives from Orders Entered by the Bankruptcy Court

(related document(s)4005, 4098) filed by David S. Elkind on behalf of 

HSBC Bank USA, N.A., as Indenture Trustee. (Elkind, David) 

(Entered: 03/28/2007) 

436. 03/28/2007 4156 Statement of Issues - Amended Statement of Issues to be Presented 

and Designation of Record on Appeal of the Second Priority Debt 

Representatives from Orders Entered by the Bankruptcy Court

(related document(s)4004, 4096) filed by David S. Elkind on behalf of 

The Bank of New York, as Administrative Agent. (Elkind, David) 

(Entered: 03/28/2007) 

437. 03/30/2007 4171 Notice of Appeal of the Official Committee of Unsecured Creditors of 

Calpine Corporation, et al. (related document(s)4120) filed by 

Michael Scott Stamer on behalf of Official Committee Of Unsecured 

Creditors. (Stamer, Michael) (Entered: 03/30/2007) 

438. 03/30/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4189991. Fee amount 255.00. (U.S. 

Treasury) (Entered: 03/30/2007) 

Case 1:07-cv-03266-GBD Document 3 Filed 04/24/2007 Page 43 of 46
- 44 - 

10505550.1 

Document 

No.

Entered On Docket No. Description 

439. 03/30/2007 4172 Statement of Issues / Designation of Items to be Included in Record 

on Appeal and Statement of Issues to be Presented (related 

document(s)4171, 4021) filed by Michael Scott Stamer on behalf of 

Official Committee Of Unsecured Creditors. (Stamer, Michael) 

(Entered: 03/30/2007) 

440. 03/30/2007 4173 Notice of Appeal of the Official Committee of Equity Security Holders 

from an Amended Order (I) Granting Debtors' Limited Objection to 

Claim Numbers 2664, 3275, 3393 Through 3421 (Inclusive), 3546 

Through 3554 (Inclusive), 3586 Through 3588 (Inclusive), 3731, 

4073, 5653 Through 5730 (Inclusive), 5791, and 5792; (II) 

Determining the Value of the CalGen Secured Debt Pursuant to Rule 

3012 of the Federal Rules of Bankruptcy Procedure; and (III) 

Authorizing Repayment of CalGen Secured Debt, entered March 26, 

2007 (related document(s)4120) filed by Gary Kaplan on behalf of 

Official Committee of Equity Security Holders of Calpine 

Corporation, et al.. (Kaplan, Gary) (Entered: 03/30/2007) 

441. 03/30/2007 4174 Notice of Appeal /Debtors' Notice of Appeal of Amended Order (I) 

Granting Debtors Limited Objection To Claim Numbers 2664, 3275, 

3393 through 3421 (Inclusive), 3546 through 3554 (Inclusive), 3586 

through 3588 (Inclusive), 3731, 4073, 5653 through 5730 (Inclusive), 

5791 and 5792; (II) Determining Value of the CalGen Secured Debt 

Pursuant to Rule 3012 of the Federal Rules Of Bankruptcy 

Procedure; and (III) Authorizing Repayment of CalGen Secured Debt

(related document(s)4120) filed by Edward Sassower on behalf of 

Calpine Corporation. (Sassower, Edward) (Entered: 03/30/2007) 

442. 03/30/2007 4176 Designation of Contents (appellant). /Debtors' Designation of Items to 

be Included in Record on Appeal and Statement of Issues to be 

Presented with Respect to Debtors' Notice of Appeal of Amended 

Order (I) Granting Debtors Limited Objection To Claim Numbers 

2664, 3275, 3393 through 3421 (Inclusive), 3546 through 3554 

(Inclusive), 3586 through 3588 (Inclusive), 3731, 4073, 5653 through 

5730 (Inclusive), 5791 and 5792; (II) Determining Value of the 

CalGen Secured Debt Pursuant to Rule 3012 of the Federal Rules Of 

Bankruptcy Procedure; and (III) Authorizing Repayment of CalGen 

Secured Debt (related document(s)4174, 4120) filed by Edward 

Sassower on behalf of Calpine Corporation. (Sassower, Edward) 

(Entered: 03/30/2007) 

443. 03/30/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4190063. Fee amount 255.00. (U.S. 

Treasury) (Entered: 03/30/2007) 

444. 03/30/2007 4178 Notice of Appeal of Wilmington Trust FSB as Indenture Trustee

(related document(s)4120) filed by Christopher M. Desiderio on 

behalf of Wilmington Trust FSB. (Desiderio, Christopher) (Entered: 

03/30/2007) 

Case 1:07-cv-03266-GBD Document 3 Filed 04/24/2007 Page 44 of 46
- 45 - 

10505550.1 

Document 

No.

Entered On Docket No. Description 

445. 03/30/2007 4179 Notice of Appeal of Wilmington Trust Company as Administrative 

Agent (related document(s)4120) filed by Christopher M. Desiderio 

on behalf of Wilmington Trust Company. (Desiderio, Christopher) 

(Entered: 03/30/2007) 

446. 03/30/2007 4180 Notice of Appeal of Wilmington Trust Company as Collateral Agent

(related document(s)4120) filed by Christopher M. Desiderio on 

behalf of Wilmington Trust Company. (Desiderio, Christopher) 

(Entered: 03/30/2007) 

447. 04/02/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4190724. Fee amount 255.00. (U.S. 

Treasury) (Entered: 04/02/2007) 

448. 04/02/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4190724. Fee amount 255.00. (U.S. 

Treasury) (Entered: 04/02/2007) 

449. 04/02/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4190724. Fee amount 255.00. (U.S. 

Treasury) (Entered: 04/02/2007) 

450. 04/02/2007 4186 Statement of Issues /Designation of Items to be Included in Record on 

Appeal and Statement of Issues to be Presented (related 

document(s)4173) filed by Gary Kaplan on behalf of Official 

Committee of Equity Security Holders of Calpine Corporation, et al.. 

(Kaplan, Gary) (Entered: 04/02/2007) 

451. 04/02/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4191495. Fee amount 255.00. (U.S. 

Treasury) (Entered: 04/02/2007) 

Case 1:07-cv-03266-GBD Document 3 Filed 04/24/2007 Page 45 of 46
- 46 - 

10505550.1 

WILMINGTON TRUST COMPANY, 

as Collateral Agent 

By its attorneys 

Date: April 5, 2007 /s/ Amanda D. Darwin 

Amanda D. Darwin, Esq. (AD 2719) 

Richard C. Pedone, Esq. (Admitted Pro Hac Vice) 

Nixon Peabody LLP 

100 Summer Street 

Boston, MA 02110 

Telephone: (617) 345-1305 

Facsimile: (617) 345-1300 

Email: rpedone@nixonpeabody.com

 

and 

Christopher M. Desiderio, Esq. (CD 6929) 

Nixon Peabody LLP 

437 Madison Avenue 

New York, NY 10022 

Tel. (212) 940-3000 

Fax: (212) 940-3111 

Email: cdesiderio@nixonpeabody.com

Case 1:07-cv-03266-GBD Document 3 Filed 04/24/2007 Page 46 of 46