ROPES & GRAY LLP 

1211 Avenue of the Americas 

New York, NY 10036-8704 

Mark I. Bane (MB 4883) 

Mark R. Somerstein (MS 9721) 

David S. Elkind (DE 4054) 

Telephone: (212) 596-9000 

Facsimile: (212) 596-9090 

Attorneys for HSBC Bank USA, National Association, 

as Indenture Trustee 

UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF NEW YORK 

---------------------------------------------------------------x 

In re : 

 : Chapter 11 

 : 

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

 : 

 : (Jointly Administered) 

 : 

---------------------------------------------------------------x 

HSBC BANK USA, NATIONAL : 

 ASSOCIATION, AS INDENTURE : 

 TRUSTEE, : 

 Appellant, : 

 : 

 – against – : 

 : 

CALPINE CORPORATION, et al., : 

 : 

 Appellees. : 

---------------------------------------------------------------x 

COUNTER DESIGNATION OF ITEMS TO BE INCLUDED IN THE RECORD ON 

APPEAL AND STATEMENT OF ISSUES OF HSBC BANK USA, NATIONAL 

ASSOCIATION, AS INDENTURE TRUSTEE, AND THE BANK OF NEW YORK, AS 

ADMINISTRATIVE AGENT, FROM 

 ORDERS ENTERED BY THE BANKRUPTCY COURT 

Pursuant to Rule 8006 of the Federal Rules of Bankruptcy Procedure, HSBC Bank USA, 

National Association, as successor Indenture Trustee (the “Second Priority Indenture Trustee”) 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 1 of 42
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for the holders of the $640,000,000 Second Priority Secured Floating Rate Notes due 2010 (the 

“Second Priority Notes”) issued by Calpine Generating Company, LLC (“CalGen”) and CalGen 

Finance Corp. (“CalGen Finance,” and together with CalGen, the “CalGen Debtors”), and The 

Bank of New York, as successor Administrative Agent (the “Second Priority Administrative 

Agent,” and together with the Indenture Trustee, the “Second Priority Debt Representatives”) for 

the holders of $100,000,000 of Second Priority Secured Institutional Term Loans due 2010 of 

CalGen (the “Second Priority Term Loans” and, together with the Second Priority Notes, the 

“Second Priority Debt”), by their undersigned attorneys, submit the following designation of 

items for inclusion in the record on appeal in connection with the Notices of Appeal and 

Designations of Record filed by the Debtors, the Official Committee of Unsecured Creditors of 

Calpine Corporation, and the Official Committee of Equity Security Holders of Calpine 

Corporation from the following orders of the United States Bankruptcy Court for the Southern 

District of New York, (the “Bankruptcy Court”): 

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) 

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)

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 2 of 42
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STATEMENT OF ISSUES ON APPEAL

1. Did the Bankruptcy Court err in failing to apply the proper measure of damages in 

determining the claims of the Second Priority Indenture Trustee and the Second Priority 

Administrative Agent arising out of the Debtors’ breaches of the “no call” and prepayment 

premium provisions of the indenture governing the Second Priority Notes (the “Second Priority 

Indenture”) and the loan agreement governing the Second Priority Term Loans (the “Second 

Priority Term Loan Agreement”)? 

2. Where the Debtors sought to prepay the CalGen Second Priority Notes and Second 

Priority Term Loans in March, 2007, in violation of the provisions of the Second Priority 

Indenture and Second Priority Term Loan Agreement which expressly (i) prohibited any 

prepayment prior to April 1, 2008, and (ii) required payment of a prepayment premium of 3.5% 

for a prepayment after that date, did the Bankruptcy Court err in limiting the Second Priority 

Indenture Trustee's and Second Priority Administrative Agent's claims to the 3.5% prepayment 

premium due for a prepayment after April 1, 2008, and in not granting their claims for the 

additional damages incurred for the period from the date of the prepayment through April 1, 

2008, resulting from the Debtors' prepayment of the CalGen Secured Debt? 

3. Where the Second Priority Notes and Second Priority Term Loans were fully secured 

under a written Security Agreement, did the Bankruptcy Court err in failing to grant the Second 

Priority Indenture Trustee and Second Priority Administrative Agent secured claims for the 

prepayment premium and damages resulting from the Debtors' prepayment of the CalGen 

Secured Debt? 

4. Where various of the debtor affiliates of the CalGen Debtors (the “Debtor 

Guarantors”) expressly guaranteed all obligations of the CalGen Debtors under the Second 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 3 of 42
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Priority Indenture and Second Priority Term Loan Agreement and the related Security 

Agreement, did the Bankruptcy Court err in expunging the claims of the Second Priority 

Indenture Trustee and Second Priority Administrative Agent under such guarantees against the 

Debtor Guarantors? 

5. Where the Second Priority Indenture and Second Priority Term Loan Agreement 

expressly entitled the Second Priority Indenture Trustee and Second Priority Administrative 

Agent to indemnification and recovery of all of their fees, costs and expenses (including legal 

expenses), did the Bankruptcy Court err in limiting the recovery of the fees, costs, expenses and 

other indemnification amounts incurred and to be incurred by the Second Priority Indenture 

Trustee and Second Priority Administrative Agent? 

6. Did the Bankruptcy Court err in overruling the objection of the representatives of the 

CalGen Secured Debt to the prepayment of the secured debt prior to confirmation of a chapter 11 

plan? 

DESIGNATION OF RECORD ON APPEAL

Document 

No.

Entered On Docket No. Description 

1 12/21/2005 2 Affidavit of Eric N. Pryor Pursuant to Local Bankruptcy Rule 1007-2 

filed by Matthew Allen Cantor on behalf of Calpine Corporation. 

(Cantor, Matthew) (Entered: 12/21/2005) 

2 12/21/2005 11 Motion to Authorize /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 by Matthew Allen 

Cantor on behalf of Calpine Corporation. (Attachments: # 1 Exhibit 

A: Proposed Order# 2 Exhibit B# 3 Exhibit C) (Cantor, Matthew) 

(Entered: 12/21/2005) 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 4 of 42
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Document 

No.

Entered On Docket No. Description 

3 12/21/2005 18 Motion to Borrow /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) 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. (Attachments: # 1 Exhibit A: Interim Order# 2 Exhibit 

B: Interim Cash Collateral Order# 3 Exhibit C: Revolving Credit, 

Term Loan and Guarantee Agreement# 4 Exhibit D# 5 Exhibit E# 6 

Exhibit F: Declaration of Kenneth A. Buckfire) (Cantor, Matthew) 

(Entered: 12/21/2005) 

4 12/21/2005 38 Interim Order signed on 12/21/2005 (I) 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) And (II) Scheduling Final 

Hearing Pursuant to Bankruptcy Rules 4001(B) and (C) (related 

document(s)18). with hearing to be held on 1/25/2006 at 10:00 AM at 

Courtroom 623 (BRL) (Saenz De Viteri, Monica) (Entered: 

12/21/2005) 

5 01/26/2006 629 Final Order signed on 1/25/2006 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 (Related Doc # 11). (Saenz De Viteri, 

Monica) Modified on 1/26/2006 to Correct Text. (Tetzlaff, Deanna) 

(Entered: 01/26/2006) 

6 01/26/2006 635 Final Order signed on 1/26/2006 Authorizing Debtors to Obtain PostPetition Financing Pursuant to 11 U.S.C. Sections 105, 

7 02/22/2006 864 Final Order signed on 2/22/2006 Authorizing Debtors to Obtain PostPetition Financing Pursuant to 11 U.S.C. Sections 105, 361, 362, 

364(c)(1), 364(c)(2), 364(c)(3), and 364(e)(related document(s)635, 

717). (Saenz De Viteri, Monica) (Entered: 02/22/2006) 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 5 of 42
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Document 

No.

Entered On Docket No. Description 

8 02/23/2006 876 Amended Final Order signed on 2/23/2006 Authorizing Use of Cash 

Collateral and Granting Adequate Protection (related 

document(s)864). (Saenz De Viteri, Monica) (Entered: 02/23/2006) 

9 02/24/2006 881 Second Amended Order signed on 2/24/2006 Authorizing Use of 

Cash Collateral and Granting Adequate Protection (related 

document(s)38, 876, 18, 39, 635, 864). (Saenz De Viteri, Monica) 

(Entered: 02/24/2006) 

10 06/28/2006 2062 Notice of Presentment of Stipulation And Order Relating To Certain 

Debt Claims filed by Matthew Allen Cantor on behalf of Calpine 

Corporation. with presentment to be held on 7/10/2006 at 12:00 PM at 

Courtroom 623 (BRL) (Cantor, Matthew) (Entered: 06/28/2006) 

11 07/12/2006 2193 So Ordered Stipulation signed on 7/11/2006 Relating To Certain Debt 

Claims (related document(s)2062). (Saenz De Viteri, Monica) 

(Entered: 07/12/2006) 

12 07/27/2006 2352 So Ordered Stipulation signed on 7/27/2006 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. (Saenz De Viteri, Monica) 

(Entered: 07/27/2006) 

13 12/08/2006 3237 Motion to Amend /Debtors' Motion to Modify Cash Collateral Order 

to Effect Project Intercompany Loan Transfers (related 

document(s)2215, 3079, 881, 2954, 1966) filed by Edward Sassower 

on behalf of Calpine Corporation. with hearing to be held on 

12/20/2006 at 10:00 AM at Courtroom 623 (BRL) Responses due by 

12/15/2006, (Sassower, Edward) (Entered: 12/08/2006) 

14 12/20/2006 3314 Agreed Order signed on 12/20/2006 Modifying Cash Collateral Order 

to Effect Project Intercompany Loan Transfers (Related Doc # 3237). 

(Saenz De Viteri, Monica) (Entered: 12/20/2006) 

15 12/28/2006 3341 Order signed on 12/28/2006 Modifying Cash Collateral Order to Pay 

Adequate Protection (related document(s)881). (Saenz De Viteri, 

Monica) (Entered: 12/28/2006) 

16 01/12/2007 3397 Amended Order, signed 1/12/2007, Modifying Cash Collateral Order 

to Pay Adequate Protection (Related Doc # 18). (Gist, Marion) 

(Entered: 01/12/2007) 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 6 of 42
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Document 

No.

Entered On Docket No. Description 

17 01/16/2007 3406 Statement /Notice Of Filing Of Calpine Corporation's January 2007 

Report On Status Of Reorganization filed by Edward Sassower on 

behalf of Calpine Corporation. (Sassower, Edward) (Entered: 

01/16/2007) 

18 01/18/2007 3423 Amended Agreed Order, signed 1/17/2007, Modifying Cash 

Collateral Order to Effect Project Intercompany Loan Transfers 

(related document(s)3404, 3401). (Gist, Marion) (Entered: 

01/18/2007) 

19 01/26/2007 3480 Objection /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 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) Objections due by 2/22/2007, 

(Attachments: # 1 Exhibit A# 2 Exhibit B# 3 Exhibit B-1# 4 Exhibit 

C# 5 Exhibit D# 6 Exhibit E# 7 Exhibit F# 8 Exhibit G# 9 Exhibit H) 

(Sassower, Edward) (Entered: 01/26/2007) 

20 01/26/2007 Motion for Objection to Claim(s) This Administrative Entry Was 

Entered to Reflect The Accurate Docket Event Code, Re: Document 

No.: 3481 filed by Clerk's Office of the U.S. Bankruptcy Court. 

(Suarez, Aurea) (Entered: 03/12/2007) 

21 01/26/2007 Motion to Borrow (This Administrative Entry Was Entered to Reflect 

The Accurate Docket Event Code. In Re: Document 3481) filed by 

Clerk of Court, United States Bankruptcy Court, SDNY. (Suarez, 

Aurea) (Entered: 03/12/2007) 

22 01/26/2007 3481 Motion to Borrow /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 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) Responses due by 2/16/2007, 

(Attachments: # 1 Exhibit A: Proposed Financing Order# 2 Exhibit B: 

Proposed Order Granting Limited Objection to Claims# 3 Exhibit C: 

Affidavit of Samuel M. Greene# 4 Exhibit D: Indenture Excerpts# 5 

Exhibit E: Revolving Credit, Term Loan and Guarantee Agreement# 6 

Exhibit F: Commitment Letter# 7 Exhibit G: CalGen Secured Debt 

Summary# 8 Exhibit H: CalGen Claims) (Sassower, Edward) 

(Entered: 01/26/2007) 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 7 of 42
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Document 

No.

Entered On Docket No. Description 

23 01/29/2007 3492 Motion to File Under Seal /Debtors' Ex Parte Motion for Entry of an 

Order Authorizing Debtors to (I) File Under Seal Exhibit to 

Refinancing Motion, and (II) Limit Notice Thereof (related 

document(s) 3481) filed by Edward Sassower on behalf of Calpine 

Corporation. (Sassower, Edward) (Entered: 01/29/2007) 

24 01/29/2007 3494 Ex Parte Order signed on 1/29/2007 Authorizing Debtors to (I) File 

Under Seal the Exhibit to Refinancing Motion and (II) Limit Notice 

Thereof (Related Doc # 3492). (Saenz De Viteri, Monica) (Entered: 

01/29/2007) 

25 02/13/2007 3657 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) 

26 02/13/2007 3658 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. (Saenz De Viteri, Monica) (Entered: 02/13/2007) 

27 02/9/2007 3668 Document (UNDER SEAL) Re: Exit Loan Facility Fee Letter (related 

document(s)3494, 3481). (Gist, Marion) (Entered: 02/14/2007) 

28 02/16/2007 3689 Objection to Motion 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 (related document(s) 3481) filed by N. Theodore Zink 

Jr. on behalf of Beal Bank Nevada. with hearing to be held on 

2/27/2007 at 10:00 AM at Courtroom 623 (BRL) Objections due by 

2/16/2007, (Zink, N.) (Entered: 02/16/2007) 

29 02/16/2007 3690 Objection to Motion 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 (related document(s) 

3481) filed by Christopher M. Desiderio on behalf of Wilmington 

Trust Company. (Attachments: # 1 Exhibit A & B) (Desiderio, 

Christopher) (Entered: 02/16/2007) 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 8 of 42
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Document 

No.

Entered On Docket No. Description 

30 02/16/2007 3691 Objection to Motion 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 (related document(s) 

3481) filed by Christopher M. Desiderio on behalf of Wilmington 

Trust Company. (Attachments: # 1 Exhibit A# 2 Exhibit B# 3 Exhibit 

C# 4 Exhibit D) (Desiderio, Christopher) (Entered: 02/16/2007) 

31 02/16/2007 3692 Objection to Motion 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 (related document(s) 3481) filed by 

Christopher M. Desiderio on behalf of Wilmington Trust FSB. 

(Attachments: # 1 Exhibit A# 2 Exhibit B# 3 Exhibit C# 4 Exhibit D# 

5 Exhibit E# 6 Exhibit F# 7 Exhibit G) (Desiderio, Christopher) 

(Entered: 02/16/2007) 

32 02/16/2007 3693 Notice of Hearing on Cross-Motion of HSBC Bank USA, National 

Association, as Indenture Trustee, for Allowance of Indenture Trustee 

Claim filed by Mark R. Somerstein on behalf of Ropes & Gray LLP. 

(Somerstein, Mark) (Entered: 02/16/2007) 

33 02/16/2007 3694 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 by Mark R. Somerstein on behalf of Ropes & Gray LLP. 

(Somerstein, Mark) (Entered: 02/16/2007) 

34 02/16/2007 3695 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 by Mark R. Somerstein 

on behalf of Ropes & Gray LLP. (Somerstein, Mark) (Entered: 

02/16/2007) 

35 02/16/2007 3696 Notice of Hearing on Cross-Motion of the Bank of New York, as 

Administrative Agent, for Allowance of Administrative Agent's Claim

filed by Mark R. Somerstein on behalf of Ropes & Gray LLP. 

(Somerstein, Mark) (Entered: 02/16/2007) 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 9 of 42
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Document 

No.

Entered On Docket No. Description 

36 02/16/2007 3698 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 

Mark R. Somerstein on behalf of Ropes & Gray LLP. (Somerstein, 

Mark) (Entered: 02/16/2007) 

37 02/16/2007 3699 Objection to Motion 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 (related document(s) 3481) filed by Richard Gary 

Mason on behalf of The Bank of Nova Scotia, as Administrative 

Agent. with hearing to be held on 2/27/2007 (check with court for 

location) Objections due by 2/16/2007, (Attachments: # 1 Exhibit # 2 

Exhibit) (Mason, Richard) (Entered: 02/16/2007) 

38 02/16/2007 3700 Statement 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 (related document(s) 3481) filed by Michael Scott Stamer on 

behalf of Official Committee Of Unsecured Creditors. (Stamer, 

Michael) (Entered: 02/16/2007) 

39 02/16/2007 3701 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 (related document(s) 3481) filed by Gary 

Kaplan on behalf of Official Committee of Equity Security Holders of 

Calpine Corporation, et al.. with hearing to be held on 2/27/2007 at 

10:00 AM at Courtroom 623 (BRL) (Kaplan, Gary) (Entered: 

02/16/2007) 

40 02/16/2007 3707 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 (related document(s) 3481) filed by Alan W. 

Kornberg on behalf of Unofficial Committee of Second Lien 

Debtholders of Calpine Corporation. with hearing to be held on 

2/27/2007 at 10:00 AM at Courtroom 623 (BRL) Objections due by 

2/16/2007, (Kornberg, Alan) (Entered: 02/16/2007) 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 10 of 42
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Document 

No.

Entered On Docket No. Description 

41 02/16/2007 3709 Motion to File Under Seal /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 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 by George A. Davis on behalf of Manufacturers & Traders Trust 

Company. (Davis, George) (Entered: 02/16/2007) 

42 02/16/2007 3710 Motion to File Under Seal /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 (related 

document(s) 3707) filed by Alan W. Kornberg on behalf of Unofficial 

Committee of Second Lien Debtholders of Calpine Corporation. 

(Kornberg, Alan) (Entered: 02/16/2007) 

43 02/16/2007 3711 Objection /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 (related document(s) 3480, 3481) filed by George A. 

Davis on behalf of Manufacturers & Traders Trust Company. (Davis, 

George) (Entered: 02/16/2007) 

44 02/16/2007 3713 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 (related document(s) 3711, 

3480, 3481) filed by George A. Davis on behalf of Manufacturers & 

Traders Trust Company. (Davis, George) (Entered: 02/16/2007) 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 11 of 42
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Document 

No.

Entered On Docket No. Description 

45 02/20/2007 3725 Order signed on 2/20/2007 Granting Exparte 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 (Related Doc # 3710). (Saenz De Viteri, Monica) 

(Entered: 02/20/2007) 

46 02/20/2007 3735 Statement /Joinder of The Bank of New York, as Administrative Agent, 

in Objection of the 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 (related document(s) 3707, 3481) filed by Pedro A. 

Jimenez on behalf of The Bank of New York, as Administrative 

Agent under the Calpine Second Lien Term Loans. with hearing to be 

held on 2/27/2007 at 10:00 AM at Courtroom 623 (BRL) Objections 

due by 2/20/2007, (Jimenez, Pedro) (Entered: 02/20/2007) 

47 02/20/2007 3911 Objection /Notice of Debtors' Seventh Omnibus Objection of Proofs of 

Claim (Equity Interest Claims, Beneficial Noteholder Claims, 

Insufficient Support Claims, Amended/Replaced Claims, Duplicative 

Claims, and Calgen No Basis Claims); filed by Kirkland & Ellis LLP 

on behalf of Calpine Corporation. (Gist, Marion) (Entered: 

03/07/2007) 

48 02/21/2007 3744 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 (Related Doc 

# 3709). (Saenz De Viteri, Monica) (Entered: 02/21/2007) 

49 02/22/2007 3747 Affidavit /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 (related document(s) 3711, 3480, 3481) 

filed by George A. Davis on behalf of Manufacturers & Traders Trust 

Company. (Davis, George) (Entered: 02/22/2007) 

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No.

Entered On Docket No. Description 

50 02/22/2007 3749 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 (related document(s) 3698) 

filed by Mark R. Somerstein on behalf of Bank Of New York. 

(Attachments: # 1 Exhibit A# 2 Exhibit B)(Somerstein, Mark) 

(Entered: 02/22/2007) 

51 02/22/2007 3750 Affidavit - 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 (related document(s) 3694, 3695) filed by 

Mark R. Somerstein on behalf of HSBC Bank USA, N.A., as 

Indenture Trustee. (Attachments: # (1) Exhibit A# 2 Exhibit 

B)(Somerstein, Mark) (Entered: 02/22/2007) 

52 02/22/2007 3752 Statement /Debtors' Supplemental Memorandum in Further Support 

of Debtors' Motion for Order Amending Retention Order of Miller 

Buckfire & Co., LLC to Include Additional Necessary Financial 

Advisory and Investment Banking Services (related document(s) 3437) 

filed by Edward Sassower on behalf of Calpine Corporation. with 

hearing to be held on 3/7/2007 (check with court for location) 

(Attachments: # 1 Exhibit A: Proposed Second Amended Final 

Order# 2 Exhibit B: Blackline) (Sassower, Edward) (Entered: 

02/22/2007) 

53 02/23/2007 3753 Motion to File Under Seal 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 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 (related document(s) 3692, 3691, 3690) filed by 

Christopher M. Desiderio on behalf of Wilmington Trust Company, 

Wilmington Trust FSB. (Attachments: # 1 Exhibit A# 2 Exhibit B# 3 

Proposed Order) (Desiderio, Christopher) (Entered: 02/23/2007) 

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Entered On Docket No. Description 

54 02/23/2007 3763 Response /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 (related document(s) 3701, 3749, 3707, 3692, 3694, 3691, 

3695, 3711, 3747, 3735, 3700, 3699, 3713, 3698, 3689, 3690, 3481, 

3750) filed by Edward Sassower on behalf of Calpine Corporation. 

(Attachments: # 1 Exhibit A# 2 Exhibit B) (Sassower, Edward) 

(Entered: 02/23/2007) 

55 02/23/2007 3765 Response Omnibus Reply to Objections to the Debtors' Refinancing 

Motion (related document(s) 3701, 3749, 3707, 3692, 3694, 3691, 

3695, 3711, 3747, 3735, 3700, 3699, 3763, 3713, 3698, 3689, 3690, 

3481, 3750) filed by Michael Scott Stamer on behalf of Official 

Committee Of Unsecured Creditors. (Stamer, Michael) (Entered: 

02/23/2007) 

56 02/26/2007 3771 Emergency Motion for Adjournment /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 by George A. Davis on behalf of Manufacturers & 

Traders Trust Company. (Davis, George) (Entered: 02/26/2007) 

57 02/26/2007 3773 Notice of Hearing /Notice of Agenda of Matters Scheduled for 

Hearing on February 27, 2007 at 10:00 A.M. (ET) 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) (Sassower, 

Edward) (Entered: 02/26/2007) 

58 02/26/2007 3774 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 by 

Christopher M. Desiderio on behalf of Wilmington Trust Company, 

Wilmington Trust FSB. (Desiderio, Christopher) (Entered: 

02/26/2007) 

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No.

Entered On Docket No. Description 

59 02/26/2007 3775 Motion to Join 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 (III) Determining Value of Secured Claims and (B) 

Seventh Omnibus Objection to Proofs of Claim filed by Mark R. 

Somerstein on behalf of Ropes & Gray LLP. (Somerstein, Mark) 

(Entered: 02/26/2007) 

60 02/26/2007 3777 Motion to File Under Seal the Emergency Motion of Emergency 

Motion of Wilmington Trust Company as Administrative Agent and 

Wilmington Trust FSB as Indenture Trustee filed by Christopher M. 

Desiderio on behalf of Wilmington Trust Company, Wilmington Trust 

FSB. (Attachments: # 1 Exhibit A# 2 Emergency Motion of 

Wilmington Trust Company as Administrative Agent and Wilmington 

Trust FSB as Indenture Trustee Filed Under Seal# 3 Proposed Order) 

(Desiderio, Christopher) (Entered: 02/26/2007) 

61 02/26/2007 3785 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) (Sassower, Edward) (Entered: 

02/26/2007) 

62 02/26/2007 3786 Response - 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 CrossMotion for Allowance of Claims (related document(s) 3481) filed by 

Mark R. Somerstein on behalf of HSBC Bank USA, National 

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

Administrative Agent. (Attachments: # 1 Affidavit of Jason J. Jack in 

Support of Surreply# 2 Declaration of David S. Elkind in Support of 

Surreply# 3 Exhibit A to Elkind Declaration# 4 Exhibit B to Elkind 

Declaration# 5 Exhibit C to Elkind Declaration# 6 Exhibit D to Elkind 

Declaration# 7 Exhibit E to Elkind Declaration# 8 Exhibit F to Elkind 

Declaration) (Somerstein, Mark) (Entered: 02/26/2007) 

63 3786 Exhibit A, a true and correct copy of Indenture dated as of March 23, 

2004, by and among Calpine Generating Company, LLC and CalGen 

Finance Corp., as Issuers, each of the guarantors listed therein, and 

Wilmington Trust FSB, as Indenture Trustee. 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 15 of 42
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No.

Entered On Docket No. Description 

64 3786 Exhibit B, a true and correct copy of Credit and Guarantee 

Agreement, dated as of March 23, 2004, among Calpine Generating 

Company, LLC, as Borrower, The Guarantors party hereto from time 

to time, the Lenders party hereto from time to time, and Morgan 

Stanley Senior Funding, Inc., as Administrative Agent. 

65 3786 Exhibit C, a true and correct copy of Collateral Trust and Intercreditor 

Agreement, dated as of March 23, 2004, among Calpine CalGen 

Holdings, Inc., Calpine Generating Company, LLC, the Guarantors 

party thereto from time to time, Wilmington Trust FSB, as Indenture 

Trustee, Morgan Stanley Senior Funding, Inc. as Term Loan 

Administrative Agent under the Term Loan Agreements, the Bank of 

Nova Scotia as Revolving Loan Administrative Agent under the 

Revolving Loan Agreements, and Wilmington Trust Company, as 

Collateral Agent. 

66 3786 Exhibit D, a true and correct copy of Calpine Generating Company, 

LLC Form 10-Q Filed February 1, 2007 For Period Ending September 

30, 2006. 

67 3786 Exhibit E, a true and correct copy of Transcript of Videotaped 

Confidential Deposition of Debtors by Samuel Green, taken February 

23, 2007 at 9:20 am (filed under seal). 

68 3786 Exhibit F, a true and correct copy of The Debtors’ Response to Notice 

of Videotaped 30(b)(6) Deposition of Calpine Corporation, et al., 

dated February 20, 2007 (filed under seal). 

69 02/27/2007 3788 Stipulation Regarding Objection of Second Lien Committee (related 

document(s) 3707, 3481) filed by Edward Sassower on behalf of 

Calpine Corporation. (Sassower, Edward) (Entered: 02/27/2007) 

70 02/27/2007 3789 Notice of Proposed Order /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 (related document(s) 3481) 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) (Sassower, Edward) 

(Entered: 02/27/2007) 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 16 of 42
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No.

Entered On Docket No. Description 

71 02/27/2007 3790 Notice of Proposed Order /Notice of Filing of Redline Version of 

Order Authorizing Debtors to Obtain Post-Petition 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) (related document(s) 3481) filed by 

Edward Sassower on behalf of Calpine Corporation. with hearing to 

be held on 2/27/2007 at 10:00 AM at Location to be announced 

(Sassower, Edward) (Entered: 02/27/2007) 

72 02/27/2007 3791 Matrix /Notice of Filing of Redline Version of Debtor-in-Possession 

Credit Agreement filed by Edward Sassower on behalf of Calpine 

Corporation. (Sassower, Edward) (Entered: 02/27/2007) 

73 02/27/2007 3792 Response /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 by George A. Davis on behalf of Manufacturers & Traders Trust 

Company. (Davis, George) (Entered: 02/27/2007) 

74 02/27/2007 3793 Sur-Reply to Motion 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 THE PREPETITION DEBT; (II) 

ALLOWING DEBTORS LIMITED OBJECTIONS TO CLAIMS; AND 

(III) DETERMINING VALUE OF SECURED CLAIMS (related 

document(s) 3481) filed by Christopher M. Desiderio on behalf of 

Wilmington Trust Company, Wilmington Trust FSB. (Desiderio, 

Christopher) (Entered: 02/27/2007) 

75 02/27/2007 3817 Document (UNDER SEAL) Surreply of HSBC Bank USA, National 

Association (related document(s) 3494, 3786). (Gist, Marion) 

(Entered: 02/28/2007) 

76 02/27/2007 3819 Document (UNDER SEAL) Declaration of David S. Elkin in Support 

of Surreply on Behalf of HSBC Bank USA, National Association 

(related document(s) 3494, 3786). (Gist, Marion) (Entered: 

02/28/2007) 

77 3819 Exhibit A, a true and correct copy of Indenture dated as of March 23, 

2004, by and among Calpine Generating Company, LLC and CalGen 

Finance Corp., as Issuers, each of the guarantors listed therein, and 

Wilmington Trust FSB, as Indenture Trustee. 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 17 of 42
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Document 

No.

Entered On Docket No. Description 

78 3819 Exhibit B, a true and correct copy of Credit and Guarantee 

Agreement, dated as of March 23, 2004, among Calpine Generating 

Company, LLC, as Borrower, The Guarantors party hereto from time 

to time, the Lenders party hereto from time to time, and Morgan 

Stanley Senior Funding, Inc., as Administrative Agent. 

79 3819 Exhibit C, a true and correct copy of Collateral Trust and Intercreditor 

Agreement, dated as of March 23, 2004, among Calpine CalGen 

Holdings, Inc., Calpine Generating Company, LLC, the Guarantors 

party thereto from time to time, Wilmington Trust FSB, as Indenture 

Trustee, Morgan Stanley Senior Funding, Inc. as Term Loan 

Administrative Agent under the Term Loan Agreements, the Bank of 

Nova Scotia as Revolving Loan Administrative Agent under the 

Revolving Loan Agreements, and Wilmington Trust Company, as 

Collateral Agent. 

80 3819 Exhibit D, a true and correct copy of Calpine Generating Company, 

LLC Form 10-Q Filed February 1, 2007 For Period Ending September 

30, 2006. 

81 3819 Exhibit E, a true and correct copy of Transcript of Videotaped 

Confidential Deposition of Debtors by Samuel Green, taken February 

23, 2007 at 9:20 am (filed under seal). 

82 3819 Exhibit F, a true and correct copy of The Debtors’ Response to Notice 

of Videotaped 30(b)(6) Deposition of Calpine Corporation, et al., 

dated February 20, 2007 (filed under seal). 

83 03/05/2007 3875 Written Opinion/Memorandum Decision and Order signed on 

3/5/2007 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 (related 

document(s)3481). (Saenz De Viteri, Monica) (Entered: 03/05/2007) 

84 03/05/2007 3883 Transcript of Hearing Held on 2/27/07 Pursuant to Kirkland and Ellis, 

LLP Notice of Agenda Matters Scheduled for Hearing filed by 

Veritext, LLC. (Richards, Beverly) (Entered: 03/06/2007) 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 18 of 42
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Document 

No.

Entered On Docket No. Description 

85 03/07/2007 3912 Order signed on 3/7/2007 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 (Related Doc # 3777). (Saenz De 

Viteri, Monica) (Entered: 03/07/2007) 

86 03/07/2007 3913 Order signed on 3/7/2007 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(Related Doc # 3753). (Saenz 

De Viteri, Monica) (Entered: 03/07/2007) 

87 03/12/2007 3967 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). (Gist, Marion) (Entered: 

03/12/2007) 

88 03/12/2007 3970 Order Signed 3/12/2007 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 Doc # 

3481). (Suarez, Aurea) (Entered: 03/12/2007) 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 19 of 42
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No.

Entered On Docket No. Description 

89 03/12/2007 3972 Order Signed 3/12/2007 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) (Related Doc # 3481). 

(Suarez, Aurea) (Entered: 03/12/2007) 

90 03/14/2007 4001 Notice of Appeal (related document(s) 3875) filed by Mark R. 

Somerstein on behalf of HSBC Bank USA, N.A., as Indenture 

Trustee. (Somerstein, Mark) (Entered: 03/14/2007) 

91 03/14/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4163288. Fee amount 255.00. (U.S. 

Treasury) (Entered: 03/14/2007) 

92 03/14/2007 4002 Notice of Appeal (related document(s) 3875) filed by Mark R. 

Somerstein on behalf of The Bank of New York, as Administrative 

Agent for the Holders of the Second Priority Secured Term Loans. 

(Somerstein, Mark) (Entered: 03/14/2007) 

93 03/14/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4163490. Fee amount 255.00. (U.S. 

Treasury) (Entered: 03/14/2007) 

94 03/14/2007 4004 Notice of Appeal (related document(s) 3970) filed by Mark R. 

Somerstein on behalf of The Bank of New York, as Administrative 

Agent under the Calpine Second Lien Term Loans. (Somerstein, 

Mark) (Entered: 03/14/2007) 

95 03/14/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4163617. Fee amount 255.00. (U.S. 

Treasury) (Entered: 03/14/2007) 

96 03/14/2007 4005 Notice of Appeal (related document(s) 3970) filed by Mark R. 

Somerstein on behalf of HSBC Bank USA, N.A., as Indenture 

Trustee. (Somerstein, Mark) (Entered: 03/14/2007) 

97 03/14/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4163717. Fee amount 255.00. (U.S. 

Treasury) (Entered: 03/14/2007) 

98 03/14/2007 4006 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 by Martin J. Bienenstock 

on behalf of Manufacturers & Traders Trust Company. (Bienenstock, 

Martin) (Entered: 03/14/2007) 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 20 of 42
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Document 

No.

Entered On Docket No. Description 

99 03/14/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4163775. Fee amount 255.00. (U.S. 

Treasury) (Entered: 03/14/2007) 

100 03/14/2007 4007 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 by Martin J. Bienenstock on behalf of 

Manufacturers & Traders Trust Company. (Bienenstock, Martin) 

(Entered: 03/14/2007) 

101 03/14/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4164055. Fee amount 255.00. (U.S. 

Treasury) (Entered: 03/14/2007) 

102 03/14/2007 4011 Notice of Appeal of Wilmington Trust Company as Adminstrative 

Agent (related document(s) 3970) filed by Christopher M. Desiderio 

on behalf of Wilmington Trust Company. (Desiderio, Christopher) 

(Entered: 03/14/2007) 

103 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) 

104 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) 

105 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) 

106 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) 

107 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) 

108 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 6 Filed 04/24/2007 Page 21 of 42
-22- 

Document 

No.

Entered On Docket No. Description 

109 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) 

110 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) 

111 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) 

112 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) 

113 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) 

114 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) 

115 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) 

116 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) 

117 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) 

118 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 6 Filed 04/24/2007 Page 22 of 42
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Document 

No.

Entered On Docket No. Description 

119 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) 

120 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) 

121 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) 

122 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) 

123 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) 

124 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) 

125 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) 

126 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) 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 23 of 42
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Document 

No.

Entered On Docket No. Description 

127 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) 

128 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) 

129 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) 

130 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) 

131 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) 

132 4050 Exhibit A: First Priority Indenture dated as of March 23, 2004 

133 4050 Exhibit B: Second Priority Indenture dated as of March 23, 2004 

134 4050 Exhibit C: Third Priority Indenture dated as of March 23, 2004 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 24 of 42
-25- 

Document 

No.

Entered On Docket No. Description 

135 4050 Exhibit D: 10-K for Fiscal Year Ending December 31, 2004 

136 4050 Exhibit E: 10-K for Fiscal Year Ending December 31, 2005 

137 4050 Exhibit F: 10-Q for Quarter Ending September 30, 2006 

138 4050 Exhibit G: 10-Q for Quarter Ending June 30, 2006 

139 4050 Exhibit H: 10-Q for Quarter Ending March 31, 2006 

140 4050 Exhibit I: 10-Q For Quarter Ending September 30, 2006 

141 4050 Exhibit J: $600M First Priority Secured Institutional Term Loans Due 

2009 Credit and Guarantee Agreement 

142 4050 Exhibit K: $200M First Priority Revolving Secured Revolving Loans 

Amended and Restated Credit Agreement 

143 4050 Exhibit L: $235M First Priority Secured Floating Rate Note Due 

2009 

144 4050 Exhibit M: $100M Second Priority Secured Institutional Loans Due 

2010 Credit and Guarantee Agreement 

145 4050 Exhibit N: Collateral Trust and Intercreditor Agreement dated as of 

March 23, 2004 

146 4050 Exhibit O: Security Agreement dated as of March 23, 2004 

147 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) 

148 03/20/2007 Receipt of Notice of Appeal(05-60200-brl) [appeal,97] ( 255.00) 

Filing Fee. Receipt number 4172559. Fee amount 255.00. (U.S. 

Treasury) (Entered: 03/20/2007) 

149 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) 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 25 of 42
-26- 

Document 

No.

Entered On Docket No. Description 

150 (UNDER SEAL) Exhibit A: January 9, 2007 Discussion Of Proposed 

Refinancing (Greene Deposition Exhibit 6b) 

151 (UNDER SEAL) Exhibit B: Email Correspondence From Samuel 

Green To Steve Cheng, Raymond Henger, Edward Sassower (Greene 

Deposition Exhibit 22) 

152 (UNDER SEAL) Exhibit C: Calgen Ebitdar Build-Up (Greene 

Deposition Exhibit 18) 

153 03/13/2007 4077 Document (UNDER SEAL) re Affidavit of Christopher J. Kearns in 

Support of Manufacturers & Traders Trust Company's Objection to 

Debtors' Motion for Order re Debtors to Obtain Replacement 

Postpetition Financing; Limited Objection to Claims; Determining 

Value of Secured Claims; and Response to Debtors' Seventh Omnibus 

Objection to Proofs of Claim. (Gist, Marion) (Entered: 03/22/2007) 

154 3/23/2007 4092 Letter dated March 9, 2007 filed by Judy G.Z. Liu on behalf of 

Manufacturers & Traders Trust Company. (Attachments: # 1 Counter 

Proposed Prepayment Order# 2 Counter Proposed Refinancing 

Order)(Liu, Judy) (Entered: 03/23/2007) 

155 Proof of Claim # 3731 filed by HSBC Bank USA, National 

Association on July 28, 2006. 

156 Proof of Claim # 5692 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

157 Proof of Claim # 5693 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

158 Proof of Claim # 5694 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

159 Proof of Claim # 5695 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

160 Proof of Claim # 5696 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

161 Proof of Claim # 5697 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

162 Proof of Claim # 5698 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 26 of 42
-27- 

Document 

No.

Entered On Docket No. Description 

163 Proof of Claim # 5699 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

164 Proof of Claim # 5700 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

165 Proof of Claim # 5701 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

166 Proof of Claim # 5702 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

167 Proof of Claim # 5703 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

168 Proof of Claim # 5704 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

169 Proof of Claim # 5705 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

170 Proof of Claim # 5706 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

171 Proof of Claim # 5707 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

172 Proof of Claim # 5708 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

173 Proof of Claim # 5709 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

174 Proof of Claim # 5710 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

175 Proof of Claim # 5711 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

176 Proof of Claim # 5712 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 27 of 42
-28- 

Document 

No.

Entered On Docket No. Description 

177 Proof of Claim # 5713 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

178 Proof of Claim # 5714 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

179 Proof of Claim # 5715 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

180 Proof of Claim # 5716 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

181 Proof of Claim # 5717 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

182 Proof of Claim # 5718 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

183 Proof of Claim # 5719 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

184 Proof of Claim # 5720 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

185 Proof of Claim # 5721 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

186 Proof of Claim # 5722 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

187 Proof of Claim # 5723 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

188 Proof of Claim # 5724 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

189 Proof of Claim # 5725 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

190 Proof of Claim # 5726 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 28 of 42
-29- 

Document 

No.

Entered On Docket No. Description 

191 Proof of Claim # 5727 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

192 Proof of Claim # 5728 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

193 Proof of Claim # 5729 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

194 Proof of Claim # 5730 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

195 Proof of Claim # 5791 filed by Morgan Stanley Senior Funding Inc. 

on August 1, 2006. 

Document 

No.

Case No. Docket No. Description

196 05-60227 Voluntary Petition filed by Calpine Freestone Energy GP, LLC 

197 05-60227 Schedules of Assets and Liabilities filed by Calpine Freestone Energy 

GP, LLC 

198 05-60227 Statement of Financial Affairs filed by Calpine Freestone Energy GP, 

LLC 

199 05-60229 Voluntary Petition filed by Calgen Finance Corp. 

200 05-60229 Schedules of Assets and Liabilities filed by Calgen Finance Corp. 

201 05-60229 Statement of Financial Affairs filed by Calgen Finance Corp. 

202 05-60230 Voluntary Petition filed by Calpine Freestone Energy LP 

203 05-60230 Schedules of Assets and Liabilities filed by Calpine Freestone Energy 

LP 

204 05-60230 Statement of Financial Affairs filed by Calpine Freestone Energy LP 

205 05-60231 Voluntary Petition filed by Calpine Freestone, LLC. on December 21, 

2005 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 29 of 42
-30- 

Document 

No.

Case No. Docket No. Description

206 05-60231 Schedules of Assets and Liabilities filed by Calpine Freestone, LLC 

207 05-60231 Statement of Financial Affairs filed by Calpine Freestone, LLC 

208 05-60236 Voluntary Petition filed by Calgen Project Equipment Finance 

Company One, LLC 

209 05-60236 Statement of Financial Affairs filed by Calgen Project Equipment 

Finance Company One, LLC 

210 05-60236 Statement of Financial Affairs filed by Calgen Project Equipment 

Finance Company One, LLC 

211 05-60236 Schedules of Assets and Liabilities filed by Calgen Equipment 

Finance Holdings, LLC 

212 05-60237 Voluntary Petition filed by Calpine Generating Company, LLC 

213 05-60237 Schedules of Assets and Liabilities filed by Calpine Generating 

Company, LLC 

214 05-60237 Statement of Financial Affairs filed by Calpine Generating Company, 

LLC 

215 05-60247 Voluntary Petition filed by Calpine Corpus Christi Energy GP, LLC 

216 05-60247 Schedules of Assets and Liabilities filed by Calpine Corpus Christi 

Energy GP, LLC 

217 05-60247 Statement of Financial Affairs filed by Calpine Corpus Christi Energy 

GP, LLC 

218 05-60249 Voluntary Petition filed by Calgen Equipment Finance Company, 

LLC 

219 05-60249 Statement of Financial Affairs filed by Calgen Equipment Finance 

Company, LLC 

220 05-60249 Schedules of Assets and Liabilities filed by Calgen Equipment 

Finance Company, LLC 

221 05-60251 Voluntary Petition filed by Calgen Equipment Finance Holdings, 

LLC 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 30 of 42
-31- 

Document 

No.

Case No. Docket No. Description

222 05-60251 Statement of Financial Affairs filed by Calgen Equipment Finance 

Holdings, LLC 

223 05-60251 Statement of Financial Affairs filed by Calgen Equipment Finance 

Holdings, LLC 

224 05-60251 Schedule of Assets and Liabilities filed by Calgen Equipment Finance 

Holdings, LLC 

225 05-60253 Voluntary Petition filed by Calgen Expansion Company, LLC 

226 05-60253 Schedules of Assets and Liabilities filed by Calgen Expansion 

Company, LLC 

227 05-60253 Statement of Financial Affairs filed by Calgen Expansion Company, 

LLC 

228 05-60255 Voluntary Petition filed by Baytown Energy Center, LP. 

229 05-60255 Schedules of Assets and Liabilities filed by Baytown Energy Center, 

LP 

230 05-60255 Statement of Financial Affairs filed by Baytown Energy Center, LP 

231 05-60256 Voluntary Petition filed by Baytown Power GP, LLC 

232 05-60256 Schedules of Assets and Liabilities filed by Baytown Power GP, LLC 

233 05-60256 Statement of Financial Affairs filed by Baytown Power GP, LLC 

234 05-60258 Voluntary Petition filed by Baytown Power, LP 

235 05-60258 Statement of Financial Affairs filed by Baytown Power, LP 

236 05-60258 Schedules of Assets and Liabilities filed by Baytown Power, LP 

237 05-60261 Voluntary Petition filed by Calpine Corpus Christi Energy LP 

238 05-60261 Statement of Financial Affairs filed by Calpine Corpus Christi Energy 

LP 

239 05-60261 Schedules of Assets and Liabilities filed by Calpine Corpus Christi 

Energy LP 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 31 of 42
-32- 

Document 

No.

Case No. Docket No. Description

240 05-60262 Voluntary Petition filed by Calgen Project Equipment Finance 

Company Two, LLC 

241 05-60262 Statement of Financial Affairs filed by Calgen Project Equipment 

Finance Company Two, LLC 

242 05-60262 Schedules of Assets and Liabilities filed by Calgen Project 

Equipment Finance Company Three, LLC 

243 05-60275 Voluntary Petition filed by Channel Energy Center, LP 

244 05-60275 Statement of Financial Affairs filed by Channel Energy Center, LP 

245 05-60275 Schedules of Assets and Liabilities filed by Channel Energy Center, 

LP 

246 05-60276 Voluntary Petition filed by Channel Power GP, LLC 

247 05-60276 Schedules of Assets and Liabilities filed by Channel Power GP, LLC 

248 05-60276 Statement of Financial Affairs filed by Channel Power GP, LLC 

249 05-60277 Voluntary Petition filed by Channel Power, LP 

250 05-60277 Schedules of Assets and Liabilities filed by Channel Power, LP 

251 05-60277 Statement of Financial Affairs filed by Channel Power, LP 

252 05-60293 Voluntary Petition filed by CPN Freestone, LLC 

253 05-60293 Schedules of Assets and Liabilities filed by CPN Freestone, LLC 

254 05-60293 Statement of Financial Affairs filed by CPN Freestone, LLC 

255 05-60302 Voluntary Petition filed by Calpine Pastoria Holdings, LLC 

256 05-60302 Schedules of Assets and Liabilities filed by Calpine Pastoria 

Holdings, LLC 

257 05-60302 Statement of Financial Affairs filed by Calpine Pastoria Holdings, 

LLC 

258 05-60304 Voluntary Petition filed by Calpine Northbrook Southcoast Investors, 

LLC 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 32 of 42
-33- 

Document 

No.

Case No. Docket No. Description

259 05-60304 Schedules of Assets and Liabilities filed by Calpine Northbrook 

Southcoast Investors, LLC 

260 05-60304 Statement of Financial Affairs filed by Calpine Northbrook 

Southcoast Investors, LLC 

261 05-60310 Voluntary Petition filed by Calpine Power Equipment, LP 

262 05-60310 Schedules of Assets and Liabilities filed by Calpine Power 

Equipment, LP 

263 05-60310 Statement of Financial Affairs filed by Calpine Power Equipment, LP 

264 05-60311 Voluntary Petition filed by Calpine Oneta Power I, LLC 

265 05-60311 Schedules of Assets and Liabilities filed by Calpine Oneta Power I, 

LLC 

266 05-60311 Statement of Financial Affairs filed by Calpine Oneta Power I, LLC 

267 05-60313 Voluntary Petition filed by Decatur Energy Center, LLC 

268 05-60313 Statement of Financial Affairs filed by Decatur Energy Center, LLC 

269 05-60313 Schedules of Assets and Liabilities filed by Decatur Energy Center, 

LLC 

270 05-60315 Voluntary Petition filed by Calpine Oneta Power II, LLC 

271 05-60315 Schedules of Assets and Liabilities filed by Calpine Oneta Power II, 

LLC 

272 05-60315 Statement of Financial Affairs filed by Calpine Oneta Power II, LLC 

273 05-60318 Voluntary Petition filed by Calpine Oneta Power, LP 

274 05-60318 Schedules of Assets and Liabilities filed by Calpine Oneta Power, LP 

275 05-60318 Statement of Financial Affairs filed by Calpine Oneta Power, LP 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 33 of 42
-34- 

Document 

No.

Case No. Docket No. Description

276 05-60320 Voluntary Petition filed by Calpine Baytown Energy Center LP, LLC 

277 05-60320 Schedules of Assets and Liabilities filed by Calpine Baytown Energy 

Center LP, LLC 

278 05-60320 Statement of Financial Affairs filed by Calpine Baytown Energy 

Center LP, LLC 

279 05-60339 Voluntary Petition filed by Freestone Power Generation, LP 

280 05-60339 Schedules of Assets and Liabilities filed by Freestone Power 

Generation, LP 

281 05-60339 Statement of Financial Affairs filed by Freestone Power Generation, 

LP 

282 05-60340 Voluntary Petition filed by Calpine Channel Energy Center GP, LLC 

283 05-60340 Schedules of Assets and Liabilities filed by Calpine Channel Energy 

Center GP, LLC 

284 05-60340 Statement of Financial Affairs filed by Calpine Channel Energy 

Center GP, LLC 

285 05-60352 Voluntary Petition filed by Calpine Calgen Holdings, Inc. 

286 05-60352 Statement of Financial Affairs filed by Calpine Calgen Holdings, Inc. 

287 05-60352 Schedules of Assets and Liabilities filed by Calpine Calgen Holdings, 

Inc. 

288 05-60353 Voluntary Petition filed by Morgan Energy Center, LLC 

289 05-60353 Schedules of Assets and Liabilities filed by Morgan Energy Center, 

LLC 

290 05-60353 Statement of Financial Affairs filed by Morgan Energy Center, LLC 

291 05-60356 Voluntary Petition filed by Nueces Bay Energy, LLC 

292 05-60356 Schedules of Assets and Liabilities filed by Nueces Bay Energy, LLC 

293 05-60356 Statement of Financial Affairs filed by Nueces Bay Energy, LLC 

294 05-60375 Voluntary Petition filed by Delta Energy Center, LLC 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 34 of 42
-35- 

Document 

No.

Case No. Docket No. Description

295 05-60375 Schedules of Assets and Liabilities filed by Delta Energy Center, 

LLC 

296 05-60375 Statement of Financial Affairs filed by Delta Energy Center, LLC 

297 05-60405 Voluntary Petition filed by Los Medanos Energy Center, LLC 

298 05-60405 Statement of Financial Affairs filed by Los Medanos Energy Center, 

LLC 

299 05-60405 Schedules of Assets and Liabilities filed by Los Medanos Energy 

Center, LLC 

300 05-60410 Voluntary Petition filed by Pastoria Energy Facility, LLC 

301 05-60410 Schedules of Assets and Liabilities filed by Pastoria Energy Facility, 

LLC 

302 05-60440 Voluntary Petition filed by Columbia Energy, LLC 

303 05-60440 Schedules of Assets and Liabilities filed by Columbia Energy, LLC 

304 05-60440 Statement of Financial Affairs filed by Columbia Energy, LLC 

305 05-60441 Voluntary Petition filed by Corpus Christi Cogeneration, LP 

306 05-60441 Schedules of Assets and Liabilities filed by Corpus Christi 

Cogeneration, LP 

307 05-60441 Statement of Financial Affairs filed by Corpus Christi Cogeneration, 

LP 

308 05-60453 Voluntary Petition filed by Calpine Baytown Energy Center GP, 

LLC. on December 21, 2005 

309 05-60453 Schedules of Assets and Liabilities filed by Calpine Baytown Energy 

Center GP, LLC 

310 05-60453 Statement of Financial Affairs filed by Calpine Baytown Energy 

Center GP, LLC 

311 05-60460 Voluntary Petition filed by Carville Energy, LLC 

312 05-60460 Shedules of Assets and Liabilities filed by Carville Energy, LLC 

313 05-60460 Statement of Financial Affairs filed by Carville Energy, LLC 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 35 of 42
-36- 

Document 

No.

Case No. Docket No. Description

314 05-60410 Statement of Financial Affairs filed by Pastoria Energy Facility, LLC 

315 05-60380 Voluntary Petition filed by Zion Energy, LLC 

316 05-60380 Schedules of Assets and Liabilities filed by Zion Energy, LLC 

317 05-60380 Statement of Financial Affairs filed by Zion Energy, LLC 

Document 

No.

Entered On Docket No. Description 

318 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) 

319 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) 

320 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) 

321 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) 

322 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) 

323 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) 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 36 of 42
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Document 

No.

Entered On Docket No. Description 

324 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) 

325 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) 

326 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) 

327 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) 

328 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) 

329 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) 

330 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) 

331 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) 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 37 of 42
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Document 

No.

Entered On Docket No. Description 

332 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) 

333 03/26/2007 4120 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 

(Related Doc # 3481, 3970). (Saenz De Viteri, Monica) (Entered: 

03/26/2007) 

334 03/26/2007 4122 Statement of Issues / Designation of Items to be Included in Record 

on Appeal and Statement of Issues to be Presented (related 

document(s)4021, 4053) filed by Michael Scott Stamer on behalf of 

Official Committee Of Unsecured Creditors. (Stamer, Michael) 

(Entered: 03/26/2007) 

335 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) 

336 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) 

337 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) 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 38 of 42
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Document 

No.

Entered On Docket No. Description 

338 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) 

339 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) 

340 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) 

341 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) 

342 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) 

343 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) 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 39 of 42
-40- 

Document 

No.

Entered On Docket No. Description 

344 03/28/2007 4152 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)4001, 4097) filed by David S. Elkind on behalf of 

HSBC Bank USA, N.A., as Indenture Trustee. (Elkind, David) 

(Entered: 03/28/2007) 

345 03/28/2007 4153 Affidavit of Service of Lauren N. Lee for the Designation of Items to 

be Included in Record on Appeal and Statement of Issues to be 

Presented (related document(s)4122) filed by Michael Scott Stamer 

on behalf of Official Committee Of Unsecured Creditors. (Stamer, 

Michael) (Entered: 03/28/2007) 

346 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) 

347 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) 

348 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) 

349 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) 

350 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) 

351 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) 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 40 of 42
-41- 

Document 

No.

Entered On Docket No. Description 

352 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) 

353 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) 

354 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) 

355 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) 

356 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) 

357 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) 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 41 of 42
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Document 

No.

Entered On Docket No. Description 

358 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) 

359 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) 

360 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) 

361 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) 

362 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) 

363 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) 

Dated: New York, New York 

 April 4, 2007 

 ROPES & GRAY LLP 

/s/ David S.Elkind 

 David S. Elkind (DE 4054) 

Mark I. Bane (MB 4883) 

Mark R. Somerstein (MS 9721) 

1211 Avenue of the Americas 

New York, NY 10036-8704 

Tel: (212) 596-9000 

Fax: (212) 596-9090 

 Attorneys for HSBC Bank USA, National 

Association, as Indenture Trustee 

Case 1:07-cv-03266-GBD Document 6 Filed 04/24/2007 Page 42 of 42