First Consent, Waiver and Amendment

 

Exhibit 10.1.1.2
EXECUTION DRAFT
FIRST CONSENT, WAIVER AND AMENDMENT
     FIRST CONSENT, WAIVER AND AMENDMENT, dated as of May 3, 2006 (this “Amendment”), toand under the Amended and Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as ofFebruary 23, 2006 (as heretofore amended, supplemented or otherwise modified, the “CreditAgreement”), among (i) CALPINE CORPORATION (the “Borrower”), (ii) the subsidiaries ofthe Borrower named therein (the “Guarantors”), (iii) CREDIT SUISSE SECURITIES (USA) LLC andDEUTSCHE BANK SECURITIES INC. (“DBSI”), as joint syndication agents (in such capacities,collectively, the “Syndication Agents”), (iv) DEUTSCHE BANK TRUST COMPANY AMERICAS(“DB”), as administrative agent for the First Priority Lenders hereunder (in such capacityand including any successors, the “First Priority Agent”), (v) GENERAL ELECTRIC CAPITALCORPORATION (including its successors, “GE Capital”), as Sub-Agent for the RevolvingLenders hereunder (in such capacity and including any successors, the “Sub-Agent”), (vi)CREDIT SUISSE (“CS”), as administrative agent for the Second Priority Term Lendershereunder (in such capacity and including any successors, the “Second Priority Agent”),(vii) LANDESBANK HESSEN THÜRINGEN GIROZENTRALE, NEW YORK BRANCH, GE CAPITAL and HSH NORDBANK AG,NEW YORK BRANCH, as joint documentation agents for the First Priority Lenders hereunder, andBAYERISCHE LANDESBANK, GE CAPITAL and UNION BANK OF CALIFORNIA, N.A., as joint documentation agentsfor the Second Priority Lenders hereunder (in such capacities and including any successors,collectively, the “Documentation Agents”), and (viii) each of the financial institutionsfrom time to time party hereto (collectively, the “Lenders”).
W I T N E S S E T H :
     WHEREAS, the Borrower, the Lenders and the Agents are parties to the Credit Agreement;
     WHEREAS, the Borrower has informed the Administrative Agents that an Event of Default willoccur and be continuing as of May 1, 2006, by reason of the Borrower’s failure to deliver auditedfinancial statements in accordance with the terms of the Credit Agreement;
     WHEREAS, the Borrower has requested that the Administrative Agents and the Lenders waive suchEvent of Default;
     WHEREAS, the Borrower has requested that the Lenders consent to the use of proceeds of theLoans to make certain payments of pre-petition Indebtedness;
     WHEREAS, the Borrower has further requested that the Lenders agree to amend certain provisionsof the Credit Agreement as set forth below; and
     WHEREAS, the Lenders have agreed to such requested waiver, consent and amendments, but onlyupon the terms and conditions set forth herein;

 


 

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     NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein,and for other valuable consideration the receipt of which is hereby acknowledged, the Borrower, theLenders and the Administrative Agents hereby agree as follows:
     SECTION 1. DEFINITIONS. Unless otherwise defined herein, capitalized terms are used herein asdefined in the Credit Agreement. As used in this Agreement, the following terms shall have themeanings specified below:
     “Approval Order” shall mean the final, non-appealable order or orders of theBankruptcy Court, in each case, in form and substance reasonably acceptable to the AdministrativeAgents, approving the First Lien Repayment and specifically approving the use of proceeds of Loansunder the Credit Agreement to effect the First Lien Repayment.
     “First Lien Notes”: the $785 million of 9.625% First Priority Senior Secured Notes due2014 and issued by the Borrower on September 30, 2004.
     “First Lien Repayment”: the payment, in one or more payments, by the Borrower, inaccordance with the terms of the Approval Order, of $646.11 million of principal outstanding under,and all other amounts payable in connection with, the First Lien Notes and allowed by the ApprovalOrder.
     SECTION 2. CONSENT. Effective upon entry by the Bankruptcy Court on the docket in the Casesof the Approval Order and provided that no Event of Default has occurred and is continuing at thetime of the First Lien Repayment, the Lenders hereby consent to the First Lien Repayment and to theuse of proceeds of Loans under the Credit Agreement to effect the First Lien Repayment approvedpursuant to the Approval Order.
     SECTION 3. WAIVERS.
          3.1 The Lenders hereby waive any Default or Event of Default, together with any defaultinterest accruing pursuant to Section 2.12(c) of the Credit Agreement, in each case arising solelyby reason of the failure of the Borrower to comply with Section 5.1(a) of the Credit Agreement withrespect to the delivery to the Administrative Agents and the Lenders, for the fiscal year endingDecember 31, 2005, of a copy of the audited consolidated balance sheet of the Borrower and itsconsolidated Subsidiaries as at the end of such year and the related audited consolidatedstatements of operations, stockholders’ equity and of cash flows for such year, setting forth ineach case in comparative form the corresponding consolidated and consolidating figures for thepreceding fiscal year, reported on without qualification arising out of the scope of the audit, byPricewaterhouseCoopers or another independent certified public accountants of nationally recognizedstanding, provided that, such waiver will expire on May 15, 2006 if the Borrower has notdelivered the information required by Section 5.1(a) (as amended by this Amendment) for such fiscalyear to the Administrative Agents and the Lenders by such date, in which case an Event of Defaultwill be deemed to occur on such date and to be continuing thereafter, and provided furtherthat, the Administrative Agents may, in their reasonable discretion, extend such May 15, 2006date to May 31, 2006.

 


 

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          3.2 The Lenders hereby waive the Default(s) or Event(s) of Default (if any), together with anydefault interest accruing pursuant to Section 2.12(c) of the Credit Agreement (if any) arising from(i) the failure to have included Calpine Geysers Company, L.P. (“CGCLP”) as a Debtor in theCases, to have pledged the equity interests in CGCLP and to have granted security interests in theassets of CGCLP as Collateral, or to have caused CGCLP to have become a Guarantor or (ii) from anymisstatement, misrepresentation or breach of warranty as a result thereof, in connection therewithor attributable thereto (including without limitation through or as a result of the omission ofreferences to CGCLP or its equity interest or assets, or its existence or status as a Subsidiary inthe Credit Agreement, any other Loan Documents or any schedules or exhibits to any Loan Document orany deliveries made pursuant thereto), provided that, such waiver will expire on May 15,2006, if a petition to cause CGCLP to become a debtor and debtor-in-possession in a case pendingunder Chapter 11 of the Bankruptcy Code has not been filed in the Bankruptcy Court by such date.
     SECTION 4. AMENDMENTS.
          4.1 Amendments to Section 1.1.
          (a) Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of“Closing Date” and inserting in lieu thereof the following new definition:
          ““Closing Date”: February 23, 2006.”.
          (b) Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of“Projections” and inserting in lieu thereof the following new definition:
          ““Projections”: the detailed consolidated budget for the 2006 and 2007 fiscal yearsof the Borrower and its Subsidiaries (including the consolidated statements of projected cash flowand projected income and a description of the underlying assumptions applicable thereto) deliveredto the Administrative Agents pursuant to Section 4.1(f) of the Existing Credit Agreement.”.
          4.2 Amendments to Section 5.1.
          (a) Section 5.1(a) of the Credit Agreement is hereby amended by deleting the Section andinserting in lieu thereof the following new Section:
          “as soon as available and in any event within 105 days after the fiscal year ending December31, 2005 and ninety (90) days after the end of each fiscal year thereafter, (i) a copy of theaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the endof such year and the related audited consolidated statements of operations, stockholders’ equityand of cash flows for such year, and (ii) a copy of the unaudited consolidated balance sheet ofGeysers Power Company, LLC and Silverado Geothermal Resources, Inc., as at the end of such year andthe related unaudited consolidated statements of operations, stockholders’ equity and of cash flowsfor such year, and in the case of clause (i), setting forth in comparative form the correspondingconsolidated figures for the preceding fiscal year, reported on without qualification arising outof the scope of the audit, by

 


 

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PricewaterhouseCoopers or another independent certified public accountants of nationally recognizedstanding;”
          (b) Section 5.1(b) of the Credit Agreement is hereby amended by deleting the Section andinserting in lieu thereof the following new Section:
          “as soon as available and in any event within (i) seventy five (75) days after the fiscalquarter ending March 31, 2006, (ii) sixty (60) days after the fiscal quarter ending June 30, 2006and (iii) forty-five (45) days after the end of (A) the fiscal quarter ending on September 30, 2006and (B) each of the first three quarterly fiscal periods of each fiscal year thereafter, (x) a copyof the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as atthe end of such quarter and the related unaudited consolidated statements of income and of cashflows for such quarter and the portion of the fiscal year through the end of such quarter, settingforth in each case in comparative form the corresponding consolidated figures for the correspondingperiods in the preceding fiscal year, accompanied by a certificate of a Responsible Officer, whichcertificate shall state that such consolidated financial statements fairly present, in all materialrespects, the consolidated financial condition and results of operations of the Borrower and itsconsolidated Subsidiaries, in accordance with GAAP, consistently applied, as at the end of, andfor, such period (subject to normal year-end audit adjustments and the absence of footnotes), and(y) a copy of the unaudited consolidated balance sheet of Geysers Power Company, LLC and SilveradoGeothermal Resources, Inc., as at the end of such quarter and the related unaudited consolidatedstatements of income and cash flows for such quarter and the portion of the fiscal year through theend of such quarter, provided that, the seventy-five (75) day period for the fiscal quarterending March 31, 2006 may be extended to ninety (90) days by the Administrative Agents acting intheir reasonable discretion ;”
          (c) Section 5.1(c)(ii) of the Credit Agreement is hereby amended by deleting the Section andinserting in lieu thereof the following new Section:
          “not later than (i) March 10, 2006 as to the fiscal month ending December 31, 2005, (ii)forty-five (45) days after the fiscal month ending on each of January 31, 2006, February 28, 2006,March 31, 2006, April 30, 2006, May 31, 2006 and June 30, 2006 and (iii) thirty (30) days after theend of each month thereafter, (A) the unaudited consolidated balance sheet and the unauditedconsolidated statement of income of the Borrower and its consolidated Subsidiaries for such fiscalmonth, together with a comparison to the Projections for the period through the end of such month,and (B) a copy of the unaudited consolidated balance sheet of Geysers Power Company, LLC andSilverado Geothermal Resources, Inc., as at the end of such fiscal month and the related unauditedconsolidated statements of income for such fiscal month, together (in the case of clause (A)) witha comparison to the Projections for the period through the end of such month, in each casecertified by a Responsible Officer as being fairly stated in all material respects (subject tonormal quarter-end and year-end audit adjustments and the absence of footnotes), providedthat, the forty-five (45) day period for the fiscal month ending March 31, 2006 may be extendedto sixty days (60) by the Administrative Agents acting in their reasonable discretion;”

 


 

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     (d) Section 5.1(d) of the Credit Agreement is hereby amended by deleting the phrase “GlobalEntities” where it appears therein and inserting in lieu thereof the words “Borrower and itsSubsidiaries (other than Foreign Subsidiaries)”.
     (e) Section 5.1(e) of the Credit Agreement is hereby amended by deleting the Section andinserting in lieu thereof the following new Section:
     “no later than Wednesday of each week, a comparison of (i) actual net cash flows of theBorrower and its Subsidiaries (other than Foreign Subsidiaries) for the week most recently endedagainst (ii) projected net cash flows of the Borrower and its Subsidiaries (other than ForeignSubsidiaries) for such week most recently delivered pursuant to paragraph (d) above, in form andsubstance satisfactory to the Administrative Agents (including a detailed explanation of anymaterial variances) certified by a Responsible Officer as being fairly stated in all materialrespects;”
     4.3 Amendment to Section 5.13. Section 5.13 of the Credit Agreement is hereby amendedby deleting the Section and inserting in lieu thereof the following new Section:
     “(a) Within 90 days of the Closing Date, deliver to the Administrative Agents evidence of theactions specified as items 2, 6, and 7 on Schedule 5.13, and (b) by November 1, 2006, deliver tothe Administrative Agents evidence of the actions specified as items 1, 3, 4, and 5 on Schedule5.13, provided that, such November 1, 2006 date may be extended, or the obligation todeliver such evidence waived, by the Administrative Agents acting in their reasonable discretionand in each case upon terms and conditions reasonably satisfactory to the Administrative Agents.”
     4.4 Amendment to Section 6.20. Section 6.20 of the Credit Agreement is hereby amendedby inserting the phrase “or such other accounts as are reasonably acceptable to the CollateralAgent, in each case”, immediately after the phrase “Concentration Account” where it appears in thesecond sentence of the Section.
     4.5 Amendments to Section 11.6.
     (a) Section 11.6(c)(iii) of the Credit Agreement is hereby amended by deleting the Section andinserting in lieu thereof the following new Section:
     “(iii) unless such sale is to another Lender, Related Fund or Affiliate of any Lender, orinvolves less than all of the transferor Lender’s rights and obligations under this Agreement, (A)the amount of the rights and obligations so sold shall, unless otherwise agreed to in writing bythe applicable Administrative Agent, not be less than $1,000,000 and (B) after giving effect tosuch assignment, the Commitment of each of the transferor Lender and the transferee Lender shall beat least $1,000,000, or such lesser amount agreed to by the applicable Administrative Agent,”.
     (b) Section 11.6(c) of the Credit Agreement is hereby amended by inserting immediately afterthe phrase “and the Swingline Lender shall be required” where it appears in Section 11.6(c)(iv),the following:

 


 

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          “and (v) and in any case, the sale is not to an entity which is restricted from making futureadvances under a revolving credit facility if the sale is under the Revolving Facility or in anycase, to an entity that has filed for relief under the Bankruptcy Code or that is a financiallydistressed company”.
          4.6 Amendment to Schedule 6.7A. Schedule 6.7A of the Credit Agreement is herebyamended by deleting the words “Insurance Captive” where they appear therein and inserting in lieuthereof the words “Insurance – Captive/External”.
     SECTION 5. CONDITIONS PRECEDENT.
          5.1 Effective Date. This Amendment shall become effective as of the date first setforth above (the “Amendment Effective Date”) following the date on which all of thefollowing conditions have been satisfied or waived:
          (a) Execution and Delivery. The Administrative Agents shall have receivedcounterparts of this Amendment duly executed by (A) the Borrower and the Guarantors and (B) theRequired Lenders;
          (b) Amendment Fee. The Administrative Agents shall have received (i) payment, fordistribution to each Lender that has signed and delivered this Agreement to the AdministrativeAgents by not later than 3:00 p.m. (New York City time) on May 3, 2006 (or such later time or dateas agreed by the Borrower and the Administrative Agents), an amendment fee equal to 0.05% of theAggregate Outstandings of such Lender then in effect.
          (c) Fees and Expenses. The Administrative Agents shall have received all fees andaccrued expenses of the Administrative Agents (including invoiced fees and expenses of legalcounsel to the Administrative Agents) required to be paid by the Borrower pursuant to Section 11.5;and
          (d) No Default. After giving effect to this Amendment, there shall be no Default orEvent of Default.
     SECTION 5. GENERAL.
          5.1 Representations and Warranties. In order to induce the Administrative Agents andthe Lenders to enter into this Amendment, the Borrower hereby represents and warrants to theAdministrative Agents and the Lenders that after giving effect to this Amendment, therepresentations and warranties of the Borrower contained in the Credit Agreement and the other LoanDocuments are true and correct in all material respects on and as of the Amendment Effective Date(after giving effect hereto) as if made on and as of the Amendment Effective Date (except wheresuch representations and warranties expressly relate to an earlier date in which case suchrepresentations and warranties were true and correct in all material respects as of such earlierdate); provided that all references to the “Credit Agreement” in any Loan Document shall beand are deemed to mean the Credit Agreement as amended hereby.
          5.2 Loan Document. This Amendment constitutes a Loan Document.

 


 

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     5.2 GOVERNING LAW. THIS AMENDMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES TOTHIS AMENDMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OFTHE STATE OF NEW YORK AND, TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE.
     5.3 Counterparts. This Amendment may be executed by the parties hereto in any numberof separate counterparts and all of said counterparts taken together shall be deemed to constituteone and the same instrument.
     5.4 Consent of Guarantors. Each of the Guarantors hereby consents to themodifications to the Credit Agreement contemplated hereby.
     5.5 Successors and Assigns. This Amendment shall be binding upon and inure to thebenefit of the Borrower and the Guarantors and each of their respective successors and assigns, andupon the Administrative Agents and the Lenders and their successors and assigns. The execution anddelivery of this Amendment by any Lender prior to the Amendment Effective Date shall be bindingupon its successors and assigns and shall be effective as to any loans or commitments assigned toit after such execution and delivery.
     5.6 Limited Effect. Except as expressly modified by this Amendment, the CreditAgreement and the other Loan Documents are ratified and confirmed and are, and shall continue tobe, in full force and effect in accordance with their respective terms. Each Loan Partyacknowledges and agrees that such Loan Party is truly and justly indebted to the Lenders and theAdministrative Agents for the Obligations, without defense, counterclaim or offset of any kind, andsuch Loan Party ratifies and reaffirms the validity, enforceability and binding nature of suchObligations. The Borrower acknowledges and agrees that nothing in this Amendment shall constitutean indication of the Lenders’ willingness to consent to any other amendment or waiver of any otherprovision of the Credit Agreement or a waiver of any Default or Event of Default not referenced inSection 3 hereof or for any other time period.
     5.7 Headings. Section headings used in this Amendment are for convenience of referenceonly, are not part of this Amendment and are not to affect the constructions of, or to be takeninto consideration in interpreting, this Amendment.

 


 

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

CALPINE CORPORATION
 


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

 


 

     
    GUARANTORS:
 
  AMELIA ENERGY CENTER, LP
 
  ANACAPA LAND COMPANY, LLC
 
  ANDERSON SPRINGS ENERGY COMPANY
 
  ANDROSCOGGIN ENERGY, INC.
 
  AUBURNDALE PEAKER ENERGY CENTER, LLC
 
  AUGUSTA DEVELOPMENT COMPANY, LLC
 
  AVIATION FUNDING CORP.
 
  BAYTOWN ENERGY CENTER, LP
 
  BAYTOWN POWER GP, LLC
 
  BAYTOWN POWER, LP
 
  BELLINGHAM COGEN, INC.
 
  BETHPAGE FUEL MANAGEMENT INC.
 
  BLUE HERON ENERGY CENTER, LLC
 
  BLUE SPRUCE HOLDINGS, LLC
 
  BROAD RIVER ENERGY LLC
 
  BROAD RIVER HOLDINGS, LLC
 
  CALGEN EQUIPMENT FINANCE COMPANY, LLC
 
  CALGEN EQUIPMENT FINANCE HOLDINGS, LLC
 
  CALGEN EXPANSION COMPANY, LLC
 
  CALGEN FINANCE CORPORATION
 
  CALGEN PROJECT EQUIPMENT FINANCE COMPANY ONE, LLC
 
  CALGEN PROJECT EQUIPMENT FINANCE COMPANY THREE, LLC
 
  CALGEN PROJECT EQUIPMENT FINANCE COMPANY TWO, LLC
 
  CALPINE ACADIA HOLDINGS, LLC
 
  CALPINE ADMINISTRATIVE SERVICES COMPANY, INC.
 
  CALPINE AGNEWS, INC.
 
  CALPINE AMELIA ENERGY CENTER GP, LLC
 
  CALPINE AMELIA ENERGY CENTER LP, LLC
 
  CALPINE AUBURNDALE HOLDINGS, LLC
 
  CALPINE BAYTOWN ENERGY CENTER GP, LLC

 


 

     
    GUARANTORS:
 
  CALPINE BAYTOWN ENERGY CENTER LP, LLC
 
  CALPINE BETHPAGE 3 PIPELINE CONSTRUCTION COMPANY, INC.
 
  CALPINE BETHPAGE 3, LLC
 
  CALPINE C*POWER, INC.
 
  CALPINE CALGEN HOLDINGS, INC.
 
  CALPINE CALIFORNIA DEVELOPMENT COMPANY, LLC
 
  CALPINE CALIFORNIA ENERGY FINANCE, LLC
 
  CALPINE CALIFORNIA EQUIPMENT FINANCE COMPANY, LLC
 
  CALPINE CALISTOGA HOLDINGS, LLC
 
  CALPINE CENTRAL TEXAS GP, INC.
 
  CALPINE CENTRAL, INC.
 
  CALPINE CENTRAL, L.P.
 
  CALPINE CENTRAL-TEXAS, INC.
 
  CALPINE CHANNEL ENERGY CENTER GP, LLC
 
  CALPINE CHANNEL ENERGY CENTER LP, LLC
 
  CALPINE CLEAR LAKE ENERGY GP, LLC
 
  CALPINE CLEAR LAKE ENERGY, LP
 
  CALPINE COGENERATION CORPORATION
 
  CALPINE CONSTRUCTION MANAGEMENT COMPANY, INC.
 
  CALPINE CORPUS CHRISTI ENERGY GP, LLC
 
  CALPINE CORPUS CHRISTI ENERGY, LP
 
  CALPINE DECATUR PIPELINE, INC.
 
  CALPINE DECATUR PIPELINE, L.P.
 
  CALPINE DIGHTON, INC.
 
  CALPINE EAST FUELS, INC.
 
  CALPINE EASTERN CORPORATION
 
  CALPINE ENERGY SERVICES HOLDINGS, INC.
 
  CALPINE ENERGY SERVICES, LP
 
  CALPINE FINANCE COMPANY
 
  CALPINE FREESTONE ENERGY GP, LLC
 
  CALPINE FREESTONE ENERGY, LP

 


 

     
    GUARANTORS:
 
  CALPINE FREESTONE, LLC
 
  CALPINE FUELS CORPORATION
 
  CALPINE GAS HOLDINGS, LLC
 
  CALPINE GENERATING COMPANY, LLC
 
  CALPINE GEYSERS COMPANY, L.P.
 
  CALPINE GILROY 1, INC.
 
  CALPINE GILROY 2, INC.
 
  CALPINE GILROY COGEN, L.P.
 
  CALPINE GLOBAL SERVICES COMPANY, INC.
 
  CALPIRIE GORDONSVILLE GP HOLDINGS, LLC
 
  CALPINE GORDONSVILLE LP HOLDINGS, LLC
 
  CALPINE GORDONSVILLE, LLC
 
  CALPINE GREENLEAF HOLDINGS, INC.
 
  CALPINE GREENLEAF, INC.
 
  CALPINE HIDALGO DESIGN, L.P.
 
  CALPINE HIDALGO ENERGY CENTER, L.P.
 
  CALPINE HIDALGO HOLDINGS, INC.
 
  CALIPNE HIDALGO POWER GP, LLC
 
  CALPINE HIDALGO POWER, LP
 
  CALPINE HIDALGO, INC.
 
  CALPINE INTERNATIONAL HOLDINGS, INC.
 
  CALPINE INTERNATIONAL, LLC
 
  CALPINE INVESTMENT HOLDINGS, LLC
 
  CALPINE KENNEDY AIRPORT, INC.
 
  CALPINE KENNEDY OPERATORS INC.
 
  CALPINE KIA, INC.
 
  CALPINE LEASING INC.
 
  CALPINE LONG ISLAND, INC.
 
  CATPTNE LOST PINES OPERATIONS, INC.
 
  CALPINC LOUISIANA PIPELINE COMPANY
 
  CALPINE MAGIC VALLEY PIPELINE, INC.
 
  CALPINE MONTEREY COGENERATION, INC.
 
  CALPINE MVP, INC.

 


 

     
    GUARANTORS:
 
  CALPINE NCTP GP, LLC
 
  CALPINE NCTP, LP
 
  CALPINE NORTHBROOK CORPORATION OF MAINE, INC.
 
  CALPINE NORTHBROOK ENERGY HOLDING, LLC
 
  CALPINE NORTHBROOK ENERGY, LLC
 
  CALPINE NORTHBROOK HOLDINGS CORPORATION
 
  CALPINE NORTHBROOK INVESTORS, LLC
 
  CALPINE NORTHBROOK PROJECT HOLDINGS, LLC
 
  CALPINE NORTHBROOK SERVICES, LLC
 
  CALPINE NORTHBROOK SOUTHCOAST INVESTORS, LLC
 
  CALPINE NTC, LP
 
  CALPINE ONETA POWER I, LLC
 
  CALPINE ONETA POWER II LLC
 
  CALPINE ONETA POWER, L.P.
 
  CALPINE OPERATING SERVICES COMPANY, INC.
 
  CALPINE OPERATIONS MANAGEMENT COMPANY, INC.
 
  CALPINE PASTORIA HOLDINGS, LLC
 
  CALPINE PHILADELPHIA, INC.
 
  CALPINE PITTSBURG, LLC
 
  CALPINE POWER COMPANY
 
  CALPINE POWER EQUIPMENT LP
 
  CALPINE POWER MANAGEMENT, INC.
 
  CALPINE POWER MANAGEMENT, LP
 
  CALPINE POWER SERVICES, INC
 
  CALPINE POWER, INC.
 
  CALPINE POWERAMERICA, INC.
 
  CALPINE POWERAMERICA — CA, LLC
 
  CALPINE POWERAMERICA — CT, LLC
 
  CALPINE POWERAMERICA — MA, LLC
 
  CALPINE POWERAMERICA — ME, LLC
 
  CALPINE POWERAMERICA — NH, LLC
 
  CALPINE POWERAMERICA — NY, LLC
 
  CALPINE POWERAMERICA — OR, LLC
 
  CALPINE POWERAMERICA, LP
 
  CALPINE PRODUCER SERVICES, L.P.

 


 

     
    GUARANTORS:
 
  CALPINE PROJECT HOLDINGS, INC.
 
  CALPINE PRYOR, INC.
 
  CALPINE RUMFORD I, INC.
 
  CALPINE RUMFORD, INC.
 
  CALPINE SCHUYLKILL, INC.
 
  CALPINE SISKIYOU GEOTHERMAL PARTNERS, L.P.
 
  CALPINE SONORAN PIPELINE LLC
 
  CALPINE STONY BROOK, INC.
 
  CALPINE STONY BROOK OPERATORS, INC.
 
  CALPINE STONY BROOK POWER MARKETING, LLC
 
  CALPINE SUMAS, INC.
 
  CALPINE TCCL HOLDINGS, INC.
 
  CALPINE TEXAS PIPELINE GP, INC.
 
  CALPINE TEXAS PIPELINE LP, INC.
 
  CALPINE TEXAS PIPELINE, L.P.
 
  CALPINE TIVERTON 1, INC.
 
  CALPINE TIVERTON, INC.
 
  CALPINE ULC I HOLDING, LLC
 
  CALPINE UNIVERSITY POWER, INC.
 
  CALPINE UNRESTRICTED FUNDING, LLC
 
  CALPINE UNRESTRICTED HOLDINGS, LLC
 
  CALPINE VAPOR, INC.
 
  CARVILLE ENERGY LLC
 
  CCFC DEVELOPMENT COMPANY, LLC
 
  CCFC EQUIPMENT FINANCE COMPANY, LLC
 
  CCFC PROJECT EQUIPMENT FINANCE COMPANY ONE, LLC
 
  CES GP, LLC
 
  CGC DIGHTON, LLC
 
  CHANNEL ENERGY CENTER, LP
 
  CHANNEL POWER GP, LLC
 
  CHANNEL POWER, LP
 
  CLEAR LAKE COGENERATION LIMITED PARTNERSHIP
 
  COGENAMERICA ASIA INC.
 
  COGENAMERICA PARLIN SUPPLY CORP.
 
  COLUMBIA ENERGY LLC
 
  CORPUS CHRISTI COGENERATION

 


 

     
    GUARANTORS:
 
  L.P.
 
  CPN 3RD TURBINE, INC.
 
  CPN ACADIA, INC.
 
  CPN BERKS GENERATION, INC,
 
  CPN BERKS, LLC
 
  CPN BETHPAGE 3RD TURBINE, INC.
 
  CPN CASCADE, INC.
 
  CPN CLEAR LAKE, INC.
 
  CPN DECATUR PIPELINE, INC.
 
  CPN ENERGY SERVICES GP, INC.
 
  CPN ENERGY SERVICES LP, INC.
 
  CPN FREESTONE, LLC
 
  CPN FUNDING, INC.
 
  CPN MORRIS, INC.
 
  CPN OXFORD, INC.
 
  CPN PIPELINE COMPANY
 
  CPN PLEASANT HILL OPERATING, LLC
 
  CPN PLEASANT HILL, LLC
 
  CPN POWER SERVICES GP, LLC
 
  CPN PRYOR FUNDING CORPORATION
 
  CPN TELEPHONE FLAT, INC.
 
  DECATUR ENERGY CENTER, LLC
 
  DEER PARK POWER GP, LLC
 
  DEER PARK POWER, LP
 
  DELTA ENERGY CENTER, LLC
 
  DIGHTON POWER ASSOCIATES LIMITED PARTNERSHIP
 
  EAST ALTAMONT ENERGY CENTER, LLC
 
  FOND DU LAC ENERGY CENTER, LLC
 
  FONTANA ENERGY CENTER, LLC
 
  FREESTONE POWER GENERATION, LP
 
  FREESTONE POWER GENERATION, LP
 
  GEC BETHPAGE INC.
 
  GEOTHERMAL ENERGY PARTNERS LLC
 
  GEYSERS POWER COMPANY II, LLC
 
  GEYSERS POWER COMPANY, LLC
 
  GEYSERS POWER I COMPANY
 
  GOLDENDALE ENERGY CENTER, LLC
 
  HAMMOND ENERGY LLC
 
  HILLABEE ENERGY CENTER, LLC
 
  IDELWILD FUEL MANAGEMENT CORP.

 


 

     
    GUARANTORS:
 
  JMC BETHPAGE, INC.
 
  KIAC PARTNERS
 
  LAKE WALES ENERGY CENTER, LLC
 
  LAWRENCE ENERGY CENTER, LLC
 
  LONE OAK ENERGY CENTER, LLC
 
  LOS ESTEROS CRITICAL ENERGY FACILITY, LLC
 
  LOS MEDANOS ENERGY CENTER LLC
 
  MAGIC VALLEY GAS PIPELINE GP, LLC
 
  MAGIC VALLEY GAS PIPELINE, LP
 
  MAGIC VALLEY PIPELINE, L.P.
 
  MEP PLEASANT HILL, LLC
 
  MOAPA ENERGY CENTER, LLC
 
  MOBILE ENERGY LLC
 
  MODOC POWER, INC.
 
  MORGAN ENERGY CENTER, LLC
 
  MOUNT HOFFMAN GEOTHERMAL COMPANY, L.P.
 
  MT. VERNON ENERGY LLC
 
  NEWSOUTH ENERGY LLC
 
  NISSEQUOGUE COGEN PARTNERS
 
  NORTHWEST COGENERATION, INC.
 
  NTC FIVE, INC.
 
  NTC GP, LLC
 
  NUECES BAY ENERGY LLC
 
  O.L.S. ENERGY-AGNEWS, INC.
 
  ODYSSEY LAND ACQUISITION COMPANY
 
  PAJARO ENERGY CENTER, LLC
 
  PASTORIA ENERGY CENTER, LLC
 
  PASTORIA ENERGY FACILITY, LLC
 
  PHILADELPHIA BIOGAS SUPPLY, INC.
 
  PHIPPS BEND ENERGY CENTER, LLC
 
  PINE BLUFF ENERGY, LLC
 
  POWER INVESTORS, L.L.C.
 
  QUINTANA CANADA HOLDINGS, LLC
 
  ROCKGEN ENERGY LLC
 
  RUMFORD POWER ASSOCIATES LIMITED PARTNERSHIP
 
  RUSSELL CITY ENERGY CENTER, LLC
 
  SAN JOAQUIN VALLEY ENERGY CENTER, LLC
 
  SILVERADO GEOTHERMAL RESOURCES, INC.

 


 

     
    GUARANTORS:
 
  SKIPANON NATURAL GAS, LLC
 
  SOUTH POINT ENERGY CENTER, LLC
 
  SOUTH POINT HOLDINGS, LLC
 
  STONY BROOK COGENERATION, INC.
 
  STONY BROOK FUEL MANAGEMENT CORP.
 
  SUTTER DRYERS, INC.
 
  TBG COGEN PARTNERS
 
  TEXAS CITY COGENERATION, L.P.
 
  TEXAS COGENERATION COMPANY
 
  TEXAS COGENERATION FIVE, INC.
 
  TEXAS COGENERATION ONE COMPANY
 
  THERMAL POWER COMPANY
 
  THOMASSEN TURBINE SYSTEMS AMERICA, INC.
 
  TIVERTON POWER ASSOCIATES LIMITED PARTNERSHIP
 
  TOWANTIC ENERGY, L.L.C.
 
  VEC HOLDINGS, LLC
 
  VENTURE ACQUISITION COMPANY
 
  VINEYARD ENERGY CENTER, LLC
 
  WAWAYANDA ENERGY CENTER, LLC
 
  WHATCOM COGENERATION PARTNERS, L.P.
 
  ZION ENERGY LLC
         
  By:   /s/ Eric N. Pryor   
    Name:   Eric N. Pryor   
    Title:      

 


 

         
  CPN POWER SERVICES, LP
 
 
  By:   /s/ Eric N. Pryor   
    Name:      
    Title:      

 


 

         
  POWER SYSTEMS MFG., LLC
 
 
  By:   /s/ Charles B. Clark, Jr.   
    Name:      
    Title:      

 


 

         
  AGENTS AND LENDERS:

DEUTSCHE BANK TRUST COMPANY AMERICAS, as an Administrative Agent and as a Lender 
 


 
  By:   /s/ Marcus M. Tarkington   
    Name:   Marcus M. Tarkington   
    Title:   Director   
 
         
  By:   /s/ Steven A. Cohen   
    Name:   Steven A. Cohen   
    Title:   Director   

 


 

         
  CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as an
Administrative Agent and as a Lender
 

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

 


 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATEDAS OF MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERMLOAN AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONGCALPINE CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMEDTHEREIN, THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSEAND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT ANDTHE OTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Blue Mountain CLO I
         
  By:   /s/ [Illegible]   
    Name:      
    Title:      
 
Signature page to the First Consent, Waiver and Amendment

 


 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Sankaty Advisors, LLC as CollateralManager for Castle Hill II –INGOTS, Ltd., as Term Lender
         
  By:   /s/ James F. Kellogg   
    Name:   James F. Kellogg   
    Title:   Managing Director   
Signature page to the First Consent, Waiver and Amendment

 


 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
GENERAL PARTNER:
TCW BASS LAKE PARTNERS, LLC.as General Partner
TCW ASSET MANAGEMENT COMPANYits Managing Member
         
  By:   /s/ Melissa V. Weiler   
    Name:   Melissa V. Weiler   
    Title:   Managing Directo   
 
         
  By:   /s/ Craig J. Rethmeyer   
    Name:   Craig J. Rethmeyer   
    Title:   Senior Vice President   
Signature page to the First Consent, Waiver and Amendment

 


 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
TCW Senior Secured Floating Rate Loan Fund, L.P.By: TCW Advisors, Inc., as its Investment Advisor
         
  By:   /s/ Wayne Hosang   
    Name:   G. Wayne Hosang   
    Title:   Vice President   
 
         
  By:   /s/ Vikas Mavinkurve   
    Name:   Vikas Mavinkurve   
    Title:   Vice President   
Signature page to the First Consent, Waiver and Amendment

 


 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
TRS BRUIN LLC
         
  By:   /s/ Deirdre Whorton   
    Name:   Deirdre Whorton   
    Title:   Assistant Vice President   
Signature page to the First Consent, Waiver and Amendment

 


 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
TRS VENOR LLC
         
  By:   /s/ Deirdre Whorton   
    Name:   Deirdre Whorton   
    Title:   Assistant Vice President   
Signature page to the First Consent, Waiver and Amendment

 


 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
[Illegible]
         
  By:   /s/ W. C. Pappas   
    Name:   W. C. Pappas   
    Title:   Vice President   
Signature page to the First Consent, Waiver and Amendment

 


 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
[Illegible]
         
  By:   /s/ W. C. Pappas   
    Name:   W. C. Pappas   
    Title:   Vice President   
Signature page to the First Consent, Waiver and Amendment

 


 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
[Illegible]
         
  By:   /s/ W. C. Pappas   
    Name:   W. C. Pappas   
    Title:   Vice President   
Signature page to the First Consent, Waiver and Amendment

 


 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
[Illegible]
         
  By:   /s/ W. C. Pappas   
    Name:   W. C. Pappas   
    Title:   Vice President   
Signature page to the First Consent, Waiver and Amendment

 


 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
[Illegible]
         
  By:   /s/ W. C. Pappas   
    Name:   W. C. Pappas   
    Title:   Vice President   
Signature page to the First Consent, Waiver and Amendment

 


 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
[Illegible] Capital Partners [Illegible] LP
         
  By:   /s/ Jon Jackson   
    Name:   Jon Jackson   
    Title:   Principal   
Signature page to the First Consent, Waiver and Amendment

 


 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
ARES ENHANCED LOAN INVESTMENT STRATEGY, LTD.
By:   Ares Enhanced Loan Management, L.P.,
Investment Manager
By:   Ares Enhanced Loan GP, LLC
Its General Partner
         
  By:   /s/ [Illegible]   
    Name:      
    Title:      
Signature page to the First Consent, Waiver and Amendment

 


 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
ARES ENHANCED LOAN INVESTMENT STRATEGY II, LTD.
By:   Ares Enhanced Loan Management II, L.P.,
Investment Manager
By:   Ares Enhanced Loan GP II, LLC
Its General Partner
         
  By:   /s/ [Illegible]   
    Name:      
    Title:      
Signature page to the First Consent, Waiver and Amendment

 


 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Ares X CLO, Ltd.
By:   Ares CLO Management X, L.P.,
Investment Manager
By:   Ares CLO GP X, LLC,
Its General Partner
         
  By:   /s/ [Illegible]   
    Name:      
    Title:      
Signature page to the First Consent, Waiver and Amendment

 


 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Ares IIR CLO, Ltd.
By:   Ares CLO Management IIR, L.P.,
Investment Manager
By:   Ares CLO GP IIR, LLC,
Its General Partner
         
  By:   /s/ [Illegible]   
    Name:      
    Title:      
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Ares VR CLO Ltd.
By:   Ares CLO Management VR, L.P.,
Investment Manager
By:   Ares CLO GP VR, LLC,
Its General Partner
         
  By:   /s/ [Illegible]   
    Name:      
    Title:      
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Ares VIR CLO Ltd.
By:   Ares CLO Management VIR, L.P.,
Investment Manager
By:   Ares CLO GP VIR, LLC,
Its General Partner
         
  By:   /s/ [Illegible]   
    Name:      
    Title:      
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Ares VIII CLO Ltd.
By:   Ares CLO Management VIII, L.P.,
Investment Manager
By:   Ares CLO GP VIII, LLC,
Its General Partner
         
  By:   /s/ [Illegible]   
    Name:      
    Title:      
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Ares IX CLO Ltd.
By:   Ares CLO Management IX, L.P.,
Investment Manager
By:   Ares CLO GP IX, LLC,
Its General Partner
         
  By:   /s/ [Illegible]   
    Name:      
    Title:      
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
CONFLUENT 2 LIMITED
By: Ares Private Account Management I, L.P.,as Sub-Manager
By: Ares Private Account Management I GP, LLC,as General Partner
By: Ares Management LLC, as Manager
         
  By:   /s/ [Illegible]   
    Name:      
    Title:      
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Venor Capital Master Fund Ltd.
         
  By:   /s/ Michael Wartell   
    Name:   Michael Wartell   
    Title:   Principal   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
TRS CALLISTO LLC
         
  By:   /s/ Deirdre Whorton   
    Name:   Deirdre Whorton   
    Title:   Assistant Vice President   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
HSH Nordbank, New York Branch
         
  By:   /s/ Steven Pottle   
    Name:   Steven Pottle   
    Title:   Vice President   
 
         
  By:   /s/ [Illegible}   
    Name:   Jack [Illegible]   
    Title:   Senior Vice President   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
FALL CREEK CLO, Ltd.
         
  By:   /s/ Thomas N. Davis   
    Name:   Thomas N. Davis   
    Title:   Authorized Signor   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
EAGLE CREEK CLO, Ltd.
         
  By:   /s/ Thomas N. Davis   
    Name:   Thomas N. Davis   
    Title:   Authorized Signor   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Citibank, N.A.
         
  By:   /s/ Deborah R. Clark   
    Name:   Deborah R. Clark   
    Title:   Attorney-in-Fact   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
AIMCO CLO, Series 2005-A
         
  By:   /s/ Breege A. Farrell   
    Name:   Breege A. Farrell   
    Title:   Authorized Signatory   
 
         
  By:   /s/ Jerry D. Zinkula   
    Name:   Jerry D. Zinkula   
    Title:   Authorized Signatory   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
AIMCO CLO, Series 2005-A
         
  By:   /s/ Breege A. Farrell   
    Name:   Breege A. Farrell   
    Title:   Authorized Signatory   
 
         
  By:   /s/ Jerry D. Zinkula   
    Name:   Jerry D. Zinkula   
    Title:   Authorized Signatory   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
LATITUDE CLO II, LTD.
         
  By:   /s/ Chauncey F. Lufkin, III   
    Name:   Chauncey F. Lufkin, III   
    Title:   Chief Investment Officer   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
KC CLO II PLC
         
  By:   /s/ [Illegible]   
    Name:   [Illegible]   
    Title:   Vice President   
 
         
  By:   /s/ Steve Martin   
    Name:   Steve Martin   
    Title:   Vice President   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
MERRILL LYNCH CREDIT PRODUCTS, LLC
         
  By:   /s/ Neyda Darias   
    Name:   Neyda Darias   
    Title:   Vice President   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
OCM High Yield Plus Fund, L.P.
By:   OCM High Yield Plus Fund GP, LLC
Its:   General Partner
               By:        Oaktree Capital Management, LLC
               Its:        Managing Member
         
  By:   /s/ [Illegible]   
    Name:      
    Title:      
 
         
  By:   /s/ Richard Ting   
    Richard Ting   
    Title:   Senior Vice President   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Stedman CBNA Loan Funding LLC, for itself oras agent for Stedman CFPI Loan Funding LLC.
         
  By:   /s/ Mikus N. Kins   
    Name:   Mikus N. Kins   
    Title:   Attorney-in-fact   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Trumbull THC2 Loan Funding LLC, for itself or asagent for Trumbull THC2 CFPI Loan Funding LLC.
         
  By:   /s/ Mikus N. Kins   
    Name:   Mikus N. Kins   
    Title:   Attorney-in-fact   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Atrium CDO
         
  By:   /s/ David H. Lerner   
    Name:   David H. Lerner   
    Title:   Authorized Signatory   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Atrium III
         
  By:   /s/ David H. Lerner   
    Name:   David H. Lerner   
    Title:   Authorized Signatory   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Atrium V
         
  By:   /s/ David H. Lerner   
    Name:   David H. Lerner   
    Title:   Authorized Signatory   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
CSAM Funding I
         
  By:   /s/ David H. Lerner   
    Name:   David H. Lerner   
    Title:   Authorized Signatory   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
CSAM Funding II
         
  By:   /s/ David H. Lerner   
    Name:   David H. Lerner   
    Title:   Authorized Signatory   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
CSAM Funding III
         
  By:   /s/ David H. Lerner   
    Name:   David H. Lerner   
    Title:   Authorized Signatory   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
CSAM Funding IV
         
  By:   /s/ David H. Lerner   
    Name:   David H. Lerner   
    Title:   Authorized Signatory   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
CS Credit Strategies
         
  By:   /s/ David H. Lerner   
    Name:   David H. Lerner   
    Title:   Authorized Signatory   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Madison Park Funding II
         
  By:   /s/ David H. Lerner   
    Name:   David H. Lerner   
    Title:   Authorized Signatory   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Atlas Loan Funding (Hartford), LLC
By: Atlas Capital Funding, Ltd.
By: Structured Asset Investors, LLC
Its Investment Manager

         
  By:   /s/ Diana M. Himes   
    Name:   Diana M. Himes   
    Title:   Associate   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
AVENUE CLO III, LIMITED
         
  By:   /s/ Richard D’Addario   
    Name:   Richard D’Addario   
    Title:   Senior Portfolio Manager   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
AVENUE CLO II, LIMITED
         
  By:   /s/ Richard D’Addario   
    Name:   Richard D’Addario   
    Title:   Senior Portfolio Manager   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
GLC CDO I, Ltd.
By: Global Leveraged Capital Management, LLC, as Collateral Manager
         
  By:   /s/ Michael Ferris   
    Name:   Michael Ferris   
    Title:   Principal   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG
         
  By:   /s/ Bryan J. Lynch   
    Name:   Bryan J. Lynch   
    Title:   First Vice President   
 
         
  By:   /s/ Patrick W. Kunkel   
    Name:   Patrick W. Kunkel   
    Title:   Director   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
CREDIT SUISSE, Cayman Islands Branch
         
  By:   /s/ Dana F. Klein   
    Name:   Dana F. Klein   
    Title:   Managing Director   
 
 
         
              /s/ Barry Zamore   
              Barry Zamore   
              Managing Director   
 

 

Signature page to the First Consent, Waiver and Amendment


 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
The Hartford Mutual Funds, Inc., on behalf of theHartford Floating Rate Fund by HartfordInvestment Management Company, its sub-advisor,as a lender,
         
  By:   /s/ John P. Connor   
    Name:   John P. Connor   
    Title:   Senior Vice President   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
AZURE Funding
         
  By:   /s/ Eugene Caraus   
    Name:   Eugene Caraus   
    Title:   Attorney-in-fact   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
RCG CARPATHIA
MASTER FUND, LTD
         
  By:   /s/ Morgan Stark   
    Name:   Morgan Stark   
    Title:   Managing Member   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Grand Central Asset Trust, DHV Series
         
  By:   /s/ Roy Hykal   
    Name:   Roy Hykal   
    Title:   Attorney-in-fact   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
TRICAP MANAGEMENT LIMITED:
         
  By:   /s/ Joseph Freedman   
    Name:   Joseph Freedman   
    Title:      
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
LANDESBANK HESSEN-THURINGEN
GIROZENTRALE, NEW YORK BRANCH:
         
  By:   /s/ Erica A. Egan   
    Name:   Erica A. Egan   
    Title:   Vice President
Corporate Finance DivisionStructured Finance Dept. 
 
 
         
  By:   /s/ David A. Leech   
    Name:   David A. Leech   
    Title:   Senior Vice President
Manager, Corporate FinanceCorporate
Finance Division 

 
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
PUTNAM FLOATING RATE INCOME FUND
         
  By:   /s/ See Following Page   
    Name:      
    Title:      
Signature page to the First Consent, Waiver and Amendment

 


 

         
         
          PUTNAM FLOATING RATE INCOME FUND
 
 
  By:   /s/ Beth Mazor   
    Name:   Beth Mazor   
    Title:   V.P.   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
PUTNAM BANK LOAN FUND (CAYMAN)
MASTER FUND
         
  By:   /s/ See Following Page   
    Name:      
    Title:      
Signature page to the First Consent, Waiver and Amendment

 


 

         
PUTNAM BANK LOAN FUND (CAYMAN)
MASTER FUND, a series of the PUTNAM
OFFSHORE MASTER SERIES TRUST,
by The Putnam Advisory Company, LLC


     
/s/ Angela Patel
   
 

Name: Angela Patel

   
Title: Vice President
   
Signature page to the First Consent, Waiver and Amendment

 


 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
BOSTON HARBOR CLO 2004-1, LTD.
         
  By:   /s/ See Following Page   
    Name:      
    Title:      
Signature page to the First Consent, Waiver and Amendment

 


 

         
         
    BOSTON HARBOR CLO 2004-1, LTD.
 
 
  By:   /s/ Beth Mazor   
    Name:   Beth Mazor   
    Title:   V.P.   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
CONFLUENT 4 LIMITED
         
  By:   /s/ See Following Page   
    Name:      
    Title:      
Signature page to the First Consent, Waiver and Amendment

 


 

         
LENDER:
CONFLUENT 4 LIMITED,
As Lender
 
 
By:   Loomis, Sayles & Company, L.P.,
As Sub-Manager
By:   Loomis, Sayles & Company, Incorporated,
Its General Partner
         
    By:   /s/ Kevin J. Perry   
    Name:   Kevin J. Perry   
    Title:   Vice President   
Signature page to the First Consent, Waiver and Amendment

 


 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
FORE CONVERTIBLE MASTER FUND, Ltd
         
  By:   /s/ [Illegible]   
    Name:   [Illegible]   
    Title:   Assistant Secretary   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
FORE MULTI STRATEGY MASTER FUND, Ltd
         
  By:   /s/ [Illegible]   
    Name:   [Illegible]   
    Title:   Assistant Secretary   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
FORE ERISA FUND, Ltd
         
  By:   /s/ [Illegible]   
    Name:   [Illegible]   
    Title:   Assistant Secretary   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
MAN MAC I, Ltd
         
  By:   /s/ [Illegible]   
    Name:   [Illegible]   
    Title:   Chief Portfolio Manager
Fore Research & Management, LP
Acting on behalf of MAN MAC I, Ltd 

 
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
___Fortress Credit Investments I LTD.
         
  By:   /s/ Marc K. Furstein   
    Name:   Marc K. Furstein   
    Title:   Chief Operating Officer   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
___Fortress Credit Investments II LTD.
         
  By:   /s/ Marc K. Furstein   
    Name:   Marc K. Furstein   
    Title:   Chief Operating Officer   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
LightPoint CLO 2004-1, Ltd.
Premium Loan Trust I, Ltd.
LightPoint CLO III, Ltd.
LightPoint CLO IV, Ltd.




         
  By:   /s/ Colin Donlan   
    Name:   Colin Donlan   
    Title:   Director   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
BLACK DIAMOND CLO 2005-1 LTD.
By: Black Diamond Capital Management, L.L.C.
as its Collateral Manager
         
  By:   /s/ James J. Zenni, Jr.   
    Name:   James J. Zenni, Jr.   
    Title:   President & Managing Partner
Black Diamond Capital Management, L.L.C. 
 
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
BLACK DIAMOND CLO 2005-2 LTD.
By: Black Diamond Capital Management, L.L.C.
as its Collateral Manager
         
  By:   /s/ James J. Zenni, Jr.   
    Name:   James J. Zenni, Jr.   
    Title:   President & Managing Partner
Black Diamond Capital Management, L.L.C. 
 
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
BLACK DIAMOND CLO 2006-1 (CAYMAN) LTD.
By: Black Diamond Capital Management, L.L.C.
as its Collateral Manager
         
  By:   /s/ James J. Zenni, Jr.   
    Name:   James J. Zenni, Jr.   
    Title:   President & Managing Partner
Black Diamond Capital Management, L.L.C. 
 
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
BLACK DIAMOND INTERNATIONAL FUNDING LTD
         
  By:   /s/ [Illegible]   
    Name:      
    Title:      
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Classic Cayman B.D. Limited:
         
  By:   /s/ Daniel Conlon   
    Name:   Daniel Conlon   
    Title:   Authorized Signatory   
 
         
  By:   /s/ Janet Wolff   
    Name:   Janet Wolff   
    Title:   Authorized Signatory   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Luminus Energy Partners Master Fund, Ltd.:
         
  By:   /s/ Paul Segal   
    Name:   Paul Segal   
    Title:   Director   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Farrington Capital, LP:
         
  By:   /s/ Paul Segal   
    Name:   Paul Segal   
    Title:   President   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Malibu CBNA Loan Funding LLC, for itself or asagent for Malibu CFPI Loan Funding LLC
         
  By:   /s/ Roy Hykal   
    Name:   Roy Hykal   
    Title:   Attorney-in-fact   
Signature page to the First Consent, Waiver and Amendment

 


 

         
 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
TRS IO LLC
         
  By:   /s/ Alice L. Wagner   
    Name:   Alice L. Wagner   
    Title:   Vice President   
 
Signature page to the First Consent, Waiver and Amendment

 


 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
SENIOR DEBT PORTFOLIO
By:        Boston Management and Research
as Investment Advisor
         
  By:   /s/ Michael B. Botthof   
    Name:   Michael B. Botthof   
    Title:   Vice President   
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
By:        Eaton Vance Management
as Investment Advisor
         
  By:   /s/ Michael B. Botthof   
    Name:   Michael B. Botthof   
    Title:   Vice President   
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
GRAYSON & CO
By:         Boston Management and Research
as Investment Advisor
         
  By:   /s/ Michael B. Botthof   
    Name:   Michael B. Botthof   
    Title:   Vice President   
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
GENERAL ELECTRIC CAPITAL CORPORATION
         
  By:   /s/ Ali Mirza   
    Name:   Ali Mirza   
    Title:   Vice President   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
SOL Loan Funding LLC for itself or as agent forSOL2 Loan Funding LLC
         
  By:   /s/ Roy Hykal   
    Name:   Roy Hykal   
    Title:   Attorney-in-fact   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Carlyle Loan Investment, Ltd.
         
  By:   /s/ Mark Alter   
    Name:   Mark Alter   
    Title:   Managing Director   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
AG Alpha Credit Master, Ltd.
By:        Angelo, Gordon & Co., L.P.
as Investment Manager
         
  By:   /s/ Michael Gordon   
    Name:   Michael Gordon   
    Title:      
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
         
  By:   /s/ Mark A. Brostowski   
    Name:   Mark A. Brostowski   
    Title:   Authorized Signatory   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Stone Tower CLO IV Ltd.
By: Stone Debt Advisors LLC, as its Collateral Manager
         
  By:   /s/ Michael W. Delpercio   
    Name:   Michael W. Delpercio   
    Title:   Authorized Signatory   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Stone Tower CLO II Ltd.
By: Stone Debt Advisors LLC, as its Collateral Manager
         
  By:   /s/ Michael W. Delpercio   
    Name:   Michael W. Delpercio   
    Title:   Authorized Signatory   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Granite Ventures I Ltd.
By: Stone Debt Advisors LLC, as its Collateral Manager
         
  By:   /s/ Michael W. Delpercio   
    Name:   Michael W. Delpercio   
    Title:   Authorized Signatory   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Stone Tower Credit Funding I Ltd.
By: Stone Debt Advisors LLC, as its Collateral Manager
         
  By:   /s/ Michael W. Delpercio   
    Name:   Michael W. Delpercio   
    Title:   Authorized Signatory   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
BAYERISCHE LANDESBANK,
NEW YORK BRANCH
         
  By:   /s/ Norman McClave   
    Name:   Norman McClave   
    Title:   First Vice President   
 
         
  By:   /s/ Stuart Schulman   
    Name:   Stuart Schulman   
    Title:   Senior Vice President   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Wells Capital Management
for Silverado CLO 2006-I
         
  By:   /s/ Philip Sosser   
    Name:   Philip Sosser   
    Title:   Managing Director   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Wells Capital Management
for account #13823100
         
  By:   /s/ Philip Sosser   
    Name:   Philip Sosser   
    Title:   Managing Director   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Wells Capital Management
for account #15605400
(Vulcan Ventures)

         
  By:   /s/ Philip Sosser   
    Name:   Philip Sosser   
    Title:   Managing Director   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Wells Capital Management
for account #16463700
         
  By:   /s/ Philip Sosser   
    Name:   Philip Sosser   
    Title:   Managing Director   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Wells Capital Management
for account #18866500
         
  By:   /s/ Philip Sosser   
    Name:   Philip Sosser   
    Title:   Managing Director   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
CREDIT GENESIS CLO 2005-1 LTD
         
  By:   /s/ [Illegible]   
    Name:      
    Title:      
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
DURHAM ACQUISITION CO., LLC
         
  By:   /s/ [Illegible]   
    Name:      
    Title:      
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
BEAR STEARNS CREDIT PRODUCTS INC.
         
  By:   /s/ Alexander Maldutis   
    Name:   Alexander Maldutis   
    Title:   Authorized Signatory   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
BEAR STEARNS INVESTMENT PRODUCTS INC.
         
  By:   /s/ Jonathan Weiss   
    Name:   Jonathan Weiss   
    Title:   Authorized Signatory   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Kingsland II, Ltd.
         
  By:   /s/ Vincent Suno   
    Name:   Vincent Suno   
    Title:   Authorized Officer
Kingsland Capital Management, LLC
as Manager 

 
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Kingsland III, Ltd.
         
  By:   /s/ Vincent Suno   
    Name:   Vincent Suno   
    Title:   Authorized Officer
Kingsland Capital Management, LLC
as Manager 

 
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
RESTORATION HOLDINGS LTD
         
  By:   /s/ Pamela M. Lawrence   
    Name:   Pamela M. Lawrence   
    Title:   Director   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Union Bank of California, N.A.
         
  By:   /s/ Bryan Read   
    Name:   Bryan Read   
    Title:   Vice President   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
FIELD POINT II, LTD.
         
  By:   /s/ Richard Petrill   
    Name:   Richard Petrill   
    Title:   Authorized Signatory   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
FIELD POINT III, LTD.
         
  By:   /s/ Richard Petrill   
    Name:   Richard Petrill   
    Title:   Authorized Signatory   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
ENDURANCE CLO I, LTD
C/o West Gate Horizons Advisors LLC,
As Portfolio Manager
         
  By:   /s/ Gordon R. Cook   
    Name:   Gordon R. Cook   
    Title:   Senior Credit Analyst   
 
WG Horizons CLO I
By: West Gate Horizons Advisors LLC,
as Manager
         
  By:   /s/ Gordon R. Cook   
    Name:   Gordon R. Cook   
    Title:   Senior Credit Analyst   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
THE FOOTHILL GROUP, INC.
         
  By:   /s/ Dennis R. Ascher   
    Name:   Dennis R. Ascher   
    Title:   Sr. V.P.   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
NATIONWIDE LIFE INSURANCE COMPANY:
         
  By:   /s/ Wayne T. Frisbee   
    Name:   Wayne T. Frisbee   
    Title:   Vice President – Portfolio Management   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY:
         
  By:   /s/ Wayne T. Frisbee   
    Name:   Wayne T. Frisbee   
    Title:   Vice President – Portfolio Management   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
NACM CLO I:
         
  By:   /s/ Joanna Willers   
    Name:   Joanna Willers   
    Title:   Authorized Signatory   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Grand Central Asset Trust, Single Name Series
         
  By:   /s/ Roy Hykal   
    Name:   Roy Hykal   
    Title:   Attorney-in-fact   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Grand Central Asset Trust, KMT Series
         
  By:   /s/ Roy Hykal   
    Name:   Roy Hykal   
    Title:   Attorney-in-fact   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Yorkville CBNA Loan Funding LLC, for itself or as agent for YorkvilleCFPI Loan Funding LLC
         
  By:   /s/ Roy Hykal   
    Name:   Roy Hykal   
    Title:   Attorney-in-fact   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Halcyon Fund, L.P.
By: Halcyon Asset Management LLC, Its Investment Manager
         
  By:   /s/ James Pasquarelli   
    Name:   James Pasquarelli   
    Title:   Chief Financial Officer   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Halcyon Structured Asset Management Long Secured/Short Unsecured CLO ILtd.
By: HALCYON STRUCTURED ASSET MANAGEMENT L.P., as Collateral Manager
By: Halcyon Structured Asset Management LLC, its sole general partner
         
  By:   /s/ James Pasquarelli   
    Name:   James Pasquarelli   
    Title:   Chief Financial Officer   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Halcyon Structured Asset Management Long Secured/Short Unsecured CLOII Ltd.
By: HALCYON STRUCTURED ASSET MANAGEMENT L.P., as Collateral Manager
By: Halcyon Structured Asset Management LLC, its sole general partner
         
  By:   /s/ James Pasquarelli   
    Name:   James Pasquarelli   
    Title:   Chief Financial Officer   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
SOF INVESTMENTS, L.P.
         
  By:   /s/ Marc R. Lisker   
    Name:   Marc R. Lisker   
    Title:   Manager and General Counsel   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
WIND RIVER CLO I LTD.
By McDonnell Investment Management, LLC, as Manager
         
  By:   /s/ Kathleen A. Zam   
    Name:   Kathleen A. Zam   
    Title:   Vice President   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
WIND RIVER CLO II – TATE INVESTORS, LTD.
By McDonnell Investment Management, LLC, as Manager
         
  By:   /s/ Kathleen A. Zam   
    Name:   Kathleen A. Zam   
    Title:   Vice President   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
MCDONNELL LOAN OPPORTUNITY LTD.
By McDonnell Investment Management, LLC, as Manager
         
  By:   /s/ Kathleen A. Zam   
    Name:   Kathleen A. Zam   
    Title:   Vice President   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
TCW Senior Secured Loan Fund, LP
By: TCW Advisors, Inc., as its Investment Advisor
         
  By:   /s/ G. Wayne Hosang   
    Name:   G. Wayne Hosang   
    Title:   Vice President   
 
         
  By:   /s/ Vikas Mavinkurve   
    Name:   Vikas Mavinkurve   
    Title:   Vice President   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
FIRST 2004-II CLO, LTD.
By: TCW Advisors, Inc., as its Collateral Manager
         
  By:   /s/ G. Wayne Hosang   
    Name:   G. Wayne Hosang   
    Title:   Vice President   
 
         
  By:   /s/ Vikas Mavinkurve   
    Name:   Vikas Mavinkurve   
    Title:   Vice President   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
LOAN FUNDING I LLC,
a wholly owned subsidiary of Citibank, N.A.
By: TCW Advisors, Inc.,
as Portfolio Manager of Loan Funding I LLC


         
  By:   /s/ G. Wayne Hosang   
    Name:   G. Wayne Hosang   
    Title:   Vice President   
 
         
  By:   /s/ Vikas Mavinkurve   
    Name:   Vikas Mavinkurve   
    Title:   Vice President   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
TCW SELECT LOAN FUND, LIMITED
By: TCW Advisors, Inc., as its Collateral Manager
         
  By:   /s/ G. Wayne Hosang   
    Name:   G. Wayne Hosang   
    Title:   Vice President   
 
         
  By:   /s/ Vikas Mavinkurve   
    Name:   Vikas Mavinkurve   
    Title:   Vice President   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Raven Credit Opportunities Master Fund, Ltd
by Raven Asset Management, LLC
as Investment Advisor
         
  By:   /s/ Kevin Gerlitz   
    Name:   Kevin Gerlitz   
    Title:   CFO/COO   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
DUNES FUNDING LLC
         
  By:   /s/ Christina L. Ramseur   
    Name:   Christina L. Ramseur   
    Title:   Assistant Vice President   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
JUPITER LOAN FUNDING LLC
         
  By:   /s/ Christina L. Ramseur   
    Name:   Christina L. Ramseur   
    Title:   Assistant Vice President   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
PINEHURST TRADING, INC.
         
  By:   /s/ Christina L. Ramseur   
    Name:   Christina L. Ramseur   
    Title:   Assistant Vice President   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
STANWICH LOAN FUNDING LLC
         
  By:   /s/ Christina L. Ramseur   
    Name:   Christina L. Ramseur   
    Title:   Assistant Vice President   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Halcyon Fund, L.P.
By: Halcyon Asset Management LLC, Its Investment Manager
         
  By:   /s/ James Pasquarelli   
    Name:   James Pasquarelli   
    Title:   Chief Financial Officer   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Halcyon Structured Asset Management
Long Secured/Short Unsecured CLO I Ltd.
By: HALCYON STRUCTURED ASSET MANAGEMENT L.P., as Collateral Manager
By: Halcyon Structured Asset Management LLC, its sole general partner
         
  By:   /s/ James Pasquarelli   
    Name:   James Pasquarelli   
    Title:   Chief Financial Officer   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Halcyon Structured Asset Management
Long Secured/Short Unsecured CLO II Ltd.
By: HALCYON STRUCTURED ASSET MANAGEMENT L.P., as Collateral Manager
By: Halcyon Structured Asset Management LLC, its sole general partner
         
  By:   /s/ James Pasquarelli   
    Name:   James Pasquarelli   
    Title:   Chief Financial Officer   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER ANDAMENDMENT, DATED AS OF MAY 3, 2006 TO THE AMENDED ANDRESTATED REVOLVING CREDIT, TERM LOAN AND GUARANTEEAGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONGCALPINE CORPORATION, THE SUBSIDIARIES OF CALPINECORPORATION NAMED THEREIN, THE LENDERS FROM TIME TOTIME PARTIES THERETO, CREDIT SUISSE AND DEUTSCHE BANKTRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT ANDTHE OTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
CONTINENTAL CASUALTY COMPANY
         
  By:   /s/ Marilou R. McGirr   
Approved by Law Dept    Name:   Marilou R. McGirr   
By: MPL    Title:   Vice President and Assistant Treasurer   
Date: 5-3-06 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
GoldenTree 2004 Trust
By: GoldenTree Asset Management, LP
         
  By:   /s/ Karen Weber   
    Name:   Karen Weber   
    Title:   Authorized Signatory   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
GoldenTree High Yield Opportunities II, LP
By: GoldenTree Asset Management, LP
         
  By:   /s/ Karen Weber   
    Name:   Karen Weber   
    Title:   Authorized Signatory   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
GoldenTree Credit Opportunities Financing II, Limited
By: GoldenTree Asset Management, LP
         
  By:   /s/ Karen Weber   
    Name:   Karen Weber   
    Title:   Authorized Signatory   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
GoldenTree Credit Opportunities Financing I, Limited
By: GoldenTree Asset Management, LP
         
  By:   /s/ Karen Weber   
    Name:   Karen Weber   
    Title:   Authorized Signatory   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
GoldenTree MultiStrategy Financing, Ltd
By: GoldenTree Asset Management, LP
         
  By:   /s/ Karen Weber   
    Name:   Karen Weber   
    Title:   Authorized Signatory   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Citi GoldenTree, Ltd
By: GoldenTree Asset Management, LP
         
  By:   /s/ Karen Weber   
    Name:   Karen Weber   
    Title:   Authorized Signatory   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Grand Central Asset Trust, BAS Series
         
  By:   /s/ Roy Hykal   
    Name:   Roy Hykal   
    Title:   Attorney-in-fact   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
RAINTREE TRADING LLC
         
  By:   /s/ Christina L. Ramseur   
    Name:   Christina L. Ramseur   
    Title:   Assistant Vice President   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
AVALON CAPITAL LTD. 3
By: INVESCO Senior Secured Management, Inc.
As Asset Manager

         
  By:   /s/ Thomas H. B. Ewald   
    Name:   Thomas H. B. Ewald   
    Title:   Authorized Signatory   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
BELHURST CLO LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager

         
  By:   /s/ Thomas H. B. Ewald   
    Name:   Thomas H. B. Ewald   
    Title:   Authorized Signatory   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
CHAMPLAIN CLO LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager

         
  By:   /s/ Thomas H. B. Ewald   
    Name:   Thomas H. B. Ewald   
    Title:   Authorized Signatory   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management, Inc.
As Investment Manager

         
  By:   /s/ Thomas H. B. Ewald   
    Name:   Thomas H. B. Ewald   
    Title:   Authorized Signatory   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO Senior Secured Management, Inc.
As Investment Manager

         
  By:   /s/ Thomas H. B. Ewald   
    Name:   Thomas H. B. Ewald   
    Title:   Authorized Signatory   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management, Inc.
As Sub-Adviser

         
  By:   /s/ Thomas H. B. Ewald   
    Name:   Thomas H. B. Ewald   
    Title:   Authorized Signatory   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
KATONAH V, LTD.
By: INVESCO Senior Secured Management, Inc.
As Investment Manager

         
  By:   /s/ Thomas H. B. Ewald   
    Name:   Thomas H. B. Ewald   
    Title:   Authorized Signatory   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
LOAN FUNDING IX LLC, for itself or as agent for Corporate Loan Funding IX LLC
By: INVESCO Senior Secured Management, Inc.
As Portfolio Manager

         
  By:   /s/ Thomas H. B. Ewald   
    Name:   Thomas H. B. Ewald   
    Title:   Authorized Signatory   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
NAUTIQUE FUNDING LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager

         
  By:   /s/ Thomas H. B. Ewald   
    Name:   Thomas H. B. Ewald   
    Title:   Authorized Signatory   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
SAGAMORE CLO LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager

         
  By:   /s/ Thomas H. B. Ewald   
    Name:   Thomas H. B. Ewald   
    Title:   Authorized Signatory   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
SARATOGA CLO I, LIMITED
By: INVESCO Senior Secured Management, Inc.
As the Asset Manager

         
  By:   /s/ Thomas H. B. Ewald   
    Name:   Thomas H. B. Ewald   
    Title:   Authorized Signatory   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
SECURITY INCOME FUND-INCOME OPPORTUNITY SERIES
By: Four Corners Capital Management, LLC
As Sub-Adviser

         
  By:   /s/ Steven Columbaro   
    Name:   Steven Columbaro, CFA   
    Title:   Sr. Vice President   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
FOUR CORNERS CLO 2005-I, Ltd.
By: Four Corners Capital Management, LLC
As Collateral Manager

         
  By:   /s/ Steven Columbaro   
    Name:   Steven Columbaro, CFA   
    Title:   Sr. Vice President   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
FORTRESS PORTFOLIO TRUST
By: Four Corners Capital Management, LLC
As Investment Manager

         
  By:   /s/ Steven Columbaro   
    Name:   Steven Columbaro, CFA   
    Title:   Sr. Vice President   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II
By: Four Corners Capital Management, LLC
As Sub-Adviser

         
  By:   /s/ Steven Columbaro   
    Name:   Steven Columbaro, CFA   
    Title:   Sr. Vice President   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
By: Four Corners Capital Management, LLC
As Sub-Adviser

         
  By:   /s/ Steven Columbaro   
    Name:   Steven Columbaro, CFA   
    Title:   Sr. Vice President   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
AUGUSTA TRADING LLC
         
  By:   /s/ Christina L. Ramseur   
    Name:   Christina L. Ramseur   
    Title:   Assistant Vice President   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
IDS Life Insurance Company
By: RiverSource Investments, LLC as
Collateral Manager

         
  By:   /s/ Yvonne Stevens   
    Name:   Yvonne Stevens   
    Title:   Senior Managing Director   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Ameriprise Certificate Company
By: RiverSource Investments, LLC as
Collateral Manager

         
  By:   /s/ Yvonne Stevens   
    Name:   Yvonne Stevens   
    Title:   Senior Managing Director   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Centurion CDO II, Ltd.
By: RiverSource Investments, LLC
as Collateral Manager

         
  By:   /s/ Robin C. Stancil   
    Name:   Robin C. Stancil   
    Title:   Supervisor – Fixed Assets   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Centurion CDO VI, Ltd.
By: RiverSource Investments, LLC
as Collateral Manager

         
  By:   /s/ Robin C. Stancil   
    Name:   Robin C. Stancil   
    Title:   Supervisor – Fixed Assets   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Centurion CDO VII, Ltd.
By: RiverSource Investments, LLC
as Collateral Manager

         
  By:   /s/ Robin C. Stancil   
    Name:   Robin C. Stancil   
    Title:   Supervisor – Fixed Assets   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Centurion CDO 8, Limited
By: RiverSource Investments, LLC
as Collateral Manager

         
  By:   /s/ Robin C. Stancil   
    Name:   Robin C. Stancil   
    Title:   Supervisor – Fixed Assets   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Centurion CDO 9, Limited
By: RiverSource Investments, LLC
as Collateral Manager

         
  By:   /s/ Robin C. Stancil   
    Name:   Robin C. Stancil   
    Title:   Supervisor – Fixed Assets   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Cent CDO 10 Limited
By: RiverSource Investments, LLC
as Collateral Manager

         
  By:   /s/ Robin C. Stancil   
    Name:   Robin C. Stancil   
    Title:   Supervisor – Fixed Assets   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Cent CDO XI, Limited
By: RiverSource Investments, LLC
as Collateral Manager

         
  By:   /s/ Robin C. Stancil   
    Name:   Robin C. Stancil   
    Title:   Supervisor – Fixed Assets   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
RiverSource Floating Rate Fund
A Series of AXP Discovery Series, Inc.
         
  By:   /s/ Robin C. Stancil   
    Name:   Robin C. Stancil   
    Title:   Supervisor – Fixed Assets   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Sequils-Centurion V, Ltd.
By: RiverSource Investments, LLC
as Collateral Manager

         
  By:   /s/ Robin C. Stancil   
    Name:   Robin C. Stancil   
    Title:   Supervisor – Fixed Assets   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Highland Floating Rate Advantage Fund
         
  By:   /s/ Joe Dougherty   
    Name:   Joe Dougherty   
    Title:   Senior Vice President   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Highland Floating Rate LLC
         
  By:   /s/ Joe Dougherty   
    Name:   Joe Dougherty   
    Title:   Senior Vice President   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Highland Legacy Limited
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisors, Inc., Its General Partner

         
  By:   /s/ Chad Schramek   
    Name:   Chad Schramek   
    Title:   Assistant Treasurer
Strand Advisors, Inc., General Partner ofHighland Capital Management, L.P. 
 
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Loan Funding IV LLC
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisors, Inc., Its General Partner

         
  By:   /s/ Chad Schramek   
    Name:   Chad Schramek   
    Title:   Assistant Treasurer
Strand Advisors, Inc., General Partner ofHighland Capital Management, L.P. 
 
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Loan Funding VII LLC
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisors, Inc., Its General Partner

         
  By:   /s/ Chad Schramek   
    Name:   Chad Schramek   
    Title:   Assistant Treasurer
Strand Advisors, Inc., General Partner ofHighland Capital Management, L.P. 
 
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Liberty CLO, Ltd.
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisors, Inc., Its General Partner

         
  By:   /s/ Chad Schramek   
    Name:   Chad Schramek   
    Title:   Assistant Treasurer
Strand Advisors, Inc., General Partner ofHighland Capital Management, L.P. 
 
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Rockwall CDO LTD.
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisors, Inc., Its General Partner

         
  By:   /s/ Chad Schramek   
    Name:   Chad Schramek   
    Title:   Assistant Treasurer
Strand Advisors, Inc., General Partner ofHighland Capital Management, L.P. 
 
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Highland Offshore Partners, L.P.
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisors, Inc., Its General Partner

         
  By:   /s/ Chad Schramek   
    Name:   Chad Schramek   
    Title:   Assistant Treasurer
Strand Advisors, Inc., General Partner ofHighland Capital Management, L.P. 
 
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Bank of America, N.A.
         
  By:   /s/ Michael S. Roof   
    Name:   Michael S. Roof   
    Title:   Vice-President   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
HARBOUR TOWN FUNDING LLC
         
  By:   /s/ Christina L. Ramseur   
    Name:   Christina L. Ramseur   
    Title:   Assistant Vice President   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Greenwich [Illegible], Ltd.
         
  By:   /s/ [Illegible]   
    Name:   [Illegible]   
    Title:   MD   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Atlas Loan Funding (Navigator), LLC
By: Atlas Capital Funding, Ltd.
By: Structured Asset Investors, LLC
Its Investment Manager


         
  By:   /s/ Diana M. Himes   
    Name:   Diana M. Himes   
    Title:   Associate   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
CYPRESSTREE CLAIF FUNDING LLC
         
  By:   /s/ Christina L. Ramseur   
    Name:   Christina L. Ramseur   
    Title:   Assistant Vice President   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Sankaty Advisors, LLC as Collateral
Manager for Castle Hill III CLO,
Limited, as Term Lender

         
  By:   /s/ James F. Kellogg   
    Name:   James F. Kellogg   
    Title:   Managing Director   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Sankaty Advisors, LLC as Collateral
Manager for Loan Funding XI LLC,
As Term Lender

         
  By:   /s/ James F. Kellogg   
    Name:   James F. Kellogg   
    Title:   Managing Director   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Chatham Light II CLO, Limited, by
Sankaty Advisors LLC, as Collateral Manger
         
  By:   /s/ James F. Kellogg   
    Name:   James F. Kellogg   
    Title:   Managing Director   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Katonah III, Ltd. by Sankaty
Advisors LLC as Sub-Advisors
         
  By:   /s/ James F. Kellogg   
    Name:   James F. Kellogg   
    Title:   Managing Director   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Sankaty Advisors, LLC as Collateral
Manager for Prospect Funding I,
LLC as Term Lender

         
  By:   /s/ James F. Kellogg   
    Name:   James F. Kellogg   
    Title:   Managing Director   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Sankaty Advisors, LLC as Collateral
Manager for Race Point CLO,
Limited, as Term Lender

         
  By:   /s/ James F. Kellogg   
    Name:   James F. Kellogg   
    Title:   Managing Director   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Sankaty Advisors, LLC as Collateral
Manager for Race Point III CLO,
Limited, as Term Lender

         
  By:   /s/ James F. Kellogg   
    Name:   James F. Kellogg   
    Title:   Managing Director   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Sankaty High Yield Partners, II, L.P.
         
  By:   /s/ James F. Kellogg   
    Name:   James F. Kellogg   
    Title:   Managing Director   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Sankaty High Yield Partners, III, L.P.
         
  By:   /s/ James F. Kellogg   
    Name:   James F. Kellogg   
    Title:   Managing Director   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Satellite Senior Income Fund II, LLC
By Satellite Asset Management, L.P.
Its Investment Manager

         
  By:   /s/ [Illegible]   
    Name:   Simon [Illegible]   
    Title:   General Counsel   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Evergreen CBNA Loan Funding LLC, for itself or as agent for EvergreenCFPI Loan Funding LLC
         
  By:   /s/ Roy Hykal   
    Name:   Roy Hykal   
    Title:   Attorney-in-fact   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
SunAmerica Life Insurance Company
By: AIG Global Investment Corp., Inc.
its Investment Advisor

         
  By:   /s/ J. Bothamley   
    Name:   Julie Bothamley   
    Title:   Managing Director   
 
 
SunAmerica Senior Floating Rate Fund, Inc.
By: AIG Global Investment Corp.
Investment Sub-Advisor

         
  By:   /s/ J. Bothamley   
    Name:   Julie Bothamley   
    Title:   Managing Director   
 
 
Galaxy CLO 2003-1, Ltd.
By: AIG Global Investment Corp., Inc.
its Collateral Manager

         
  By:   /s/ J. Bothamley   
    Name:   Julie Bothamley   
    Title:   Managing Director   
 
 
Galaxy III CLO, Ltd.
By: AIG Global Investment Corp.,
its Collateral Manager

         
  By:   /s/ J. Bothamley   
    Name:   Julie Bothamley   
    Title:   Managing Director   
 
Signature page to the First Consent, Waiver and Amendment

 

 
Galaxy IV CLO, LTD
By: AIG Global Investment Corp.
its Collateral Manager

         
  By:   /s/ J. Bothamley   
    Name:   Julie Bothamley   
    Title:   Managing Director   
 
 
Galaxy V CLO, LTD
By: AIG Global Investment Corp.
its Collateral Manager

         
  By:   /s/ J. Bothamley   
    Name:   Julie Bothamley   
    Title:   Managing Director   
 
 
Galaxy VI CLO, LTD
By: AIG Global Investment Corp.
its Collateral Manager

         
  By:   /s/ J. Bothamley   
    Name:   Julie Bothamley   
    Title:   Managing Director   
 
Signature page to the First Consent, Waiver and Amendment

 

 
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
OAK HILL SECURITIES FUND, L.P.
By: Oak Hill Securities GenPar, L.P.
its General Partner
By: Oak Hill Securities MGP, Inc.,
its General Partner
         
  By:   /s/ Scott D. Krase   
    Name:   Scott D. Krase   
    Title:   Vice President   
 
 
OAK HILL SECURITIES FUND II, L.P.
By: Oak Hill Securities GenPar II, L.P.
its General Partner
By: Oak Hill Securities MGP II, Inc.,
its General Partner
         
  By:   /s/ Scott D. Krase   
    Name:   Scott D. Krase   
    Title:   Vice President   
 
 
OAK HILL CREDIT OPPORTUNITIES FINANCING, LTD.
         
  By:   /s/ Scott D. Krase   
    Name:   Scott D. Krase   
    Title:   Authorized Person   
 
Signature page to the First Consent, Waiver and Amendment

 

         
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
KNIGHT CBNA FUNDING-
KNIGHT CFPI LOAN FUNDING LLC
         
    Knight CNBA Loan Funding LLC, for itself or as Agent for Knight CFPILoan Funding LLC
 
 
  By:   /s/ Matthew Massier   
    Name:   Matthew Massier   
    Title:   As Attorney In Fact   
Signature page to the First Consent, Waiver and Amendment

 

         
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
         
    Four Corners CLO II, LTD.
 
 
  By:   /s/ Matthew Massier   
    Name:   Matthew Massier   
    Title:   As Attorney In Fact   
Signature page to the First Consent, Waiver and Amendment

 


 

         
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
Highland Offshore Partners, L.P.
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisors, Inc., Its General Partner

         
     
  By:   /s/ Chad Schramek   
    Name:   Chad Schramek, Assistant Treasurer   
    Title:   Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.   
Signature page to the First Consent, Waiver and Amendment

 


 

         
SIGNATURE PAGE TO THE FIRSTCONSENT, WAIVER AND AMENDMENT,DATED AS OF MAY 3, 2006 TO THEAMENDED AND RESTATED REVOLVINGCREDIT, TERM LOAN AND GUARANTEEAGREEMENT, DATED AS OF FEBRUARY 23,2006, AMONG CALPINE CORPORATION,THE SUBSIDIARIES OF CALPINECORPORATION NAMED THEREIN, THELENDERS FROM TIME TO TIME PARTIESTHERETO, CREDIT SUISSE AND DEUTSCHEBANK TRUST COMPANY AMERICAS, ASADMINISTRATIVE AGENT AND THE OTHERAGENTS PARTIES THERETO.
         
 
      NAME OF INSTITUTION:
 
       
 
  By:    
 
       
 
      Name:
 
      Title:
 
       
OAK HILL CREDIT ALPHA FUND, L.P.
      OAK HILL CREDIT ALPHA FUND(OFFSHORE), LTD.
 
       
By: Oak Hill Credit Alpha GenPar, L.P.its General Partner
       
 
       
 
      By: /s/ Scott D. Krase
 
       
By: Oak Hill Credit Alpha MGP, LLC,
its General Partner
      Name: Scott D. KraseTitle: Vice President
         
     
By:   /s/ Scott D. Krase   
Name:   Scott D. Krase   
Title:   Vice President   
Signature page to the First Consent, Waiver and Amendment

 


 

         
SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OFMAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOANAND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINECORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN,THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE ANDDEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THEOTHER AGENTS PARTIES THERETO.
NAME OF INSTITUTION:
         
    Sankaty Advisors, LLC as Collateral
Manager for Castle Hill II –
INGOTS, Ltd., as Term Lender
 


 
  By:   /s/ James F. Kellogg   
    Name:   James F. Kellogg   
    Title:   Managing Director   
 
Signature page to the First Consent, Waiver and Amendment