Table of Contents

 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
 
Form 10-K

(Mark One)	 	 	
þ	 	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934	
 	 	For the fiscal year ended December 31, 2006	
or	
o	 	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934	
 	 	For the transition period from          to	

Commission file number: 1-12079

 
 
Calpine Corporation
(A Delaware Corporation)
 
I.R.S. Employer Identification No. 77-0212977

50 West San Fernando Street, San Jose, California 95113
717 Texas Avenue, Houston, Texas 77002
Telephone: (408) 995-5115
 
Securities registered pursuant to Section 12(b) of the Act:
None
 
Securities registered pursuant to Section 12(g) of the Act:
Calpine Corporation Common Stock, $.001 Par Value
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  o      No  þ
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  o      No  þ
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  þ      No  o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   þ
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act):
Large accelerated filer  o           Accelerated filer  þ           Non-accelerated filer  o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act).  Yes  o      No  þ
 
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: Calpine Corporation: 524,189,920 shares of common stock, par value $.001, were outstanding as of March 9, 2007.
 
State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2006, the last business day of the registrant’s most recently completed second fiscal quarter: approximately $221.9 million.

 

CALPINE CORPORATION AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)

FORM 10-K

ANNUAL REPORT
For the Year Ended December 31, 2006

TABLE OF CONTENTS

 	 	 	 	Page	

PART I	
	Item 1.		 	Business	 		1		
	Item 1A.		 	Risk Factors	 		25		
	Item 1B.		 	Unresolved Staff Comments	 		37		
	Item 2.		 	Properties	 		38		
	Item 3.		 	Legal Proceedings	 		38		
	Item 4.		 	Submission of Matters to a Vote of Security Holders	 		38		
 	
PART II	
	Item 5.		 	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	 		38		
	Item 6.		 	Selected Financial Data	 		40		
	Item 7.		 	Management’s Discussion and Analysis of Financial Condition and Results of Operations	 		41		
	Item 7A.		 	Quantitative and Qualitative Disclosures About Market Risk	 		80		
	Item 8.		 	Financial Statements and Supplementary Data	 		80		
	Item 9.		 	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	 		81		
	Item 9A.		 	Controls and Procedures	 		81		
	Item 9B.		 	Other Information	 		82		
 	
PART III	
	Item 10.		 	Directors and Executive Officers of the Registrant	 		82		
	Item 11.		 	Executive Compensation	 		86		
	Item 12.		 	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	 		106		
	Item 13.		 	Certain Relationships and Related Transactions, and Director Independence	 		107		
	Item 14.		 	Principal Accounting Fees and Services	 		109		
 	
PART IV	
	Item 15.		 	Exhibits, Financial Statement Schedules	 		110		
Signatures and Power of Attorney	 		127		
Index to Consolidated Financial Statements and Other Information	 		129		
  EXHIBIT 3.1	
  EXHIBIT 4.13.8	
  EXHIBIT 4.23.39	
  EXHIBIT 4.23.40	
  EXHIBIT 10.1.1.6	
  EXHIBIT 10.1.1.7	
  EXHIBIT 10.5.2.2	
  EXHIBIT 10.5.2.3	
  EXHIBIT 10.5.3.1	
  EXHIBIT 10.5.3.2	
  EXHIBIT 10.5.11	
  EXHIBIT 10.5.12	
  EXHIBIT 10.5.13	
  EXHIBIT 10.5.14	
  EXHIBIT 10.5.15	
  EXHIBIT 10.5.16	
  EXHIBIT 21.1	
  EXHIBIT 23.1	
  EXHIBIT 31.1	
  EXHIBIT 31.2	
  EXHIBIT 32.1	

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DEFINITIONS
 
The abbreviations contained in this Report have the meanings set forth below. Additionally, the terms “Calpine,” “we,” “us” and “our” refer to Calpine Corporation and its consolidated subsidiaries, unless the context clearly indicates otherwise. For clarification, such terms will not include the Canadian and other foreign subsidiaries that were deconsolidated as of the Petition Date, as a result of the filings by the Canadian Debtors under the CCAA in the Canadian Court. The term “Calpine Corporation” shall refer only to Calpine Corporation and not to any of its subsidiaries. Unless and as otherwise stated, any references in this Report to any agreement means such agreement and all schedules, exhibits and attachments thereto in each case as amended, restated, supplemented or otherwise modified to the date of this Report.

Abbreviation	 	Definition	
 		
2005 Form 10-K	 	Calpine Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006	
2014 Convertible Notes	 	Calpine Corporation’s Contingent Convertible Notes Due 2014	
2015 Convertible Notes	 	Calpine Corporation’s 7 3 / 4 % Contingent Convertible Notes Due 2015	
2023 Convertible Notes	 	Calpine Corporation’s 4 3 / 4 % Contingent Convertible Senior Notes Due 2023	
345(b) Waiver Order	 	Order, dated May 4, 2006, pursuant to Section 345(b) of the Bankruptcy Code authorizing continued use of existing investment guidelines and continued operation of certain bank accounts	
401(k) Plan	 	Calpine Corporation Retirement Savings Plan	
Acadia PP	 	Acadia Power Partners, LLC	
AELLC	 	Androscoggin Energy LLC	
AICPA	 	American Institute of Certified Public Accountants	
AlixPartners	 	AlixPartners LLP	
AOCI	 	Accumulated Other Comprehensive Income	
AP Services	 	AP Services, LLC	
APB	 	Accounting Principles Board	
Aries	 	MEP Pleasant Hill, LLC	
ASC	 	Aircraft Services Corporation, an affiliate of General Electric Capital Corporation	
Auburndale PP	 	Auburndale Power Partners, L.P.	
Bankruptcy Code	 	U.S. Bankruptcy Code	
Bankruptcy Courts	 	U.S. Bankruptcy Court and Canadian Court	
Bcf	 	Billion cubic feet	
Bcfe	 	Billion cubic feet equivalent	
BLM	 	Bureau of Land Management of the U.S. Department of the Interior	
Btu(s)	 	British thermal unit(s)	
CAA	 	Federal Clean Air Act of 1970	
CAIR	 	Clean Air Interstate Rule	
CAISO	 	California Independent System Operator	
Calgary Energy Centre	 	Calgary Energy Centre Limited Partnership	
CalGen	 	Calpine Generating Company, LLC, formerly Calpine Construction Finance Company II LLC	
CalGen First Lien Debt	 	$235,000,000 First Priority Secured Floating Rate Notes Due 2009, issued by CalGen and CalGen Finance; $600,000,000 First Priority Secured Institutional Terms Loans Due 2009, issued by CalGen; $200,000,000 First Priority Revolving Loans	

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Abbreviation	 	Definition	
 		
CalGen First Priority Revolving Loans	 	$200,000,000 First Priority Revolving Loans issued on or about March 23, 2004, pursuant to that Amended and Restated Agreement, among CalGen, the guarantors party thereto, the lenders party thereto, The Bank of Nova Scotia, as administrative agent, L/C Bank, lead arranger and sole bookrunner, Bayerische Landesbank, Cayman Islands Branch, as arranger and co-syndication agent, Credit Lyonnais, New York Branch, as arranger and co-syndication agent, ING Capital LLC, as arranger and co-syndication agent, Toronto Dominion (Texas) Inc., as arranger and co-syndication agent, and Union Bank of California, N.A., as arranger and co-syndication agent	
CalGen Second Lien Debt	 	$640,000,000 Second Priority Secured Floating Rate Notes Due 2010, issued by CalGen and CalGen Finance; $100,000,000 Second Priority Secured Term Loans Due 2010 issued by CalGen	
CalGen Secured Debt	 	Collectively, the CalGen First Lien Debt, the CalGen First Priority Revolving Loans, the CalGen Second Lien Debt and the CalGen Third Lien Debt	
CalGen Third Lien Debt	 	$680,000,000 Third Priority Secured Floating Rate Notes Due 2011, issued by CalGen and CalGen Finance; and $150,000,000 11.5% Third Priority Secured Notes Due 2011, issued by CalGen and CalGen Finance	
Calpine Debtor(s)	 	U.S. Debtors and Canadian Debtors	
Calpine Jersey II	 	Calpine European Funding (Jersey) Limited	
CalPX	 	California Power Exchange	
CalPX Price	 	CalPX zonal day-ahead clearing price	
Canadian Court	 	Court of Queen’s Bench of Alberta, Judicial District of Calgary	
Canadian Debtor(s)	 	Subsidiaries and affiliates of Calpine Corporation that have been granted creditor protection under the CCAA in the Canadian Court	
Cash Collateral Order	 	Second Amended Final Order of the U.S. Bankruptcy Court Authorizing Use of Cash Collateral and Granting Adequate Protection, dated February 24, 2006 as modified by orders entered by the U.S. Bankruptcy Court on June 21, 2006, July 12, 2006, October 25, 2006, November 15, 2006, December 20, 2006, December 28, 2006, and January 17, 2007	
CCAA	 	Companies’ Creditors Arrangement Act (Canada)	
CCFC	 	Calpine Construction Finance Company, L.P.	
CCFCP	 	CCFC Preferred Holdings, LLC	
CCNG	 	Calpine Canada Natural Gas Partnership	
CCRC	 	Calpine Canada Resources Company, formerly Calpine Canada Resources Ltd.	
CDWR	 	California Department of Water Resources	
CEC	 	California Energy Commission	
CEM	 	Calpine Energy Management, L.P.	
CERCLA	 	Comprehensive Environmental Response, Compensation and Liability Act, as amended, also called ‘‘Superfund”	
CES	 	Calpine Energy Services, L.P.	
CES-Canada	 	Calpine Energy Services Canada Partnership	
CGCT	 	Calpine Greenfield Commercial Trust	
Chapter 11	 	Chapter 11 of the Bankruptcy Code	
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Abbreviation	 	Definition	
 		
Chubu	 	Chubu Electric Power Company, Inc.	
CIP	 	Construction in Progress	
Cleco	 	Cleco Corp.	
CNGLP	 	Calpine Natural Gas L.P.	
CNGT	 	Calpine Natural Gas Trust	
CO 2	 	Carbon dioxide	
Collateral Trustee	 	The Bank of New York as collateral trustee for holders of First Priority Notes and Second Priority Debt	
Committees	 	Creditors’ Committee, Equity Committee, and Ad Hoc Committee of Second Lien Holders of Calpine Corporation	
Company	 	Calpine Corporation, a Delaware corporation, and subsidiaries	
Creditors’ Committee	 	Official Committee of Unsecured Creditors of Calpine Corporation	
CPIF	 	Calpine Power Income Fund	
CPLP	 	Calpine Power, L.P.	
CPSI	 	Calpine Power Services, Inc.	
CPUC	 	California Public Utilities Commission	
Creed	 	Creed Energy Center, LLC	
DB London	 	Deutsche Bank AG London	
Deer Park	 	Deer Park Energy Center Limited Partnership	
DIG	 	Derivatives Implementation Group	
DIP	 	Debtor-in-possession	
DIP Facility	 	Revolving Credit, Term Loan and Guarantee Agreement, dated as of December 22, 2005, as amended on January 26, 2006, and as amended and restated by that certain Amended and Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 23, 2006, among Calpine Corporation, as borrower, the Guarantors party thereto, the Lenders from time to time party thereto, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as joint syndication agents, Deutsche Bank Trust Company Americas, as administrative agent for the First Priority Lenders, General Electric Capital Corporation, as Sub-Agent for the Revolving Lenders, Credit Suisse, as administrative agent for the Second Priority Term Lenders, Landesbank Hessen Thuringen Girozentrale, New York Branch, General Electric Capital Corporation and HSH Nordbank AG, New York Branch, as joint documentation agents for the First Priority Lenders and Bayerische Landesbank, General Electric Capital Corporation and Union Bank of California, N.A., as joint documentation agents for the Second Priority Lenders	
EEI	 	Edison Electric Institute	
EIA	 	Energy Information Administration of the Department of Energy	
EITF	 	Emerging Issues Task Force	
Enron	 	Enron Corp.	
EOB	 	California Electricity Oversight Board	
EPA	 	U.S. Environmental Protection Agency	
EPAct 1992	 	Energy Policy Act of 1992	
EPAct 2005	 	Energy Policy Act of 2005	
EPS	 	Earnings per share	
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Abbreviation	 	Definition	
 		
Equity Committee	 	Official Committee of the Equity Security Holders of Calpine Corporation	
ERC(s)	 	Emission reduction credit(s)	
ERCOT	 	Electric Reliability Council of Texas	
ERISA	 	Employee Retirement Income Security Act	
ESA	 	Energy Services Agreement	
ESPP	 	2000 Employee Stock Purchase Plan	
EWG(s)	 	Exempt wholesale generator(s)	
Exchange Act	 	U.S. Securities Exchange Act of 1934, as amended	
FASB	 	Financial Accounting Standards Board	
FERC	 	Federal Energy Regulatory Commission	
FFIC	 	Fireman’s Fund Insurance Company	
FIN	 	FASB Interpretation Number	
FIN 46-R	 	FIN 46, as revised	
FIP	 	Federal implementation plan	
First Priority Notes	 	Calpine Corporation’s 9 5 / 8 % First Priority Senior Secured Notes Due 2014	
First Priority Trustee	 	Until February 2, 2006, Wilmington Trust Company, as trustee, and from February 3, 2006, and thereafter, Law Debenture Trust Company of New York, as successor trustee, under the Indenture, dated as of September 30, 2004, with respect to the First Priority Notes	
FPA	 	Federal Power Act	
FRCC	 	Florida Reliability Coordinating Council	
Freeport	 	Freeport Energy Center, LP	
FUCO(s)	 	Foreign Utility Company(ies)	
GAAP	 	Generally accepted accounting principles	
GE	 	General Electric International, Inc.	
GEC	 	Gilroy Energy Center, LLC	
General Electric	 	General Electric Company	
Geysers Assets	 	19 geothermal power plant assets located in northern California	
GHG	 	Greenhouse gases	
Gilroy	 	Calpine Gilroy Cogen, L.P.	
Gilroy 1	 	Calpine Gilroy 1, Inc.	
Goose Haven	 	Goose Haven Energy Center, LLC	
GPC	 	Geysers Power Company, LLC	
Greenfield LP	 	Greenfield Energy Centre LP	
Harbert Convertible Fund	 	Harbert Convertible Arbitrage Master Fund, L.P.	
Harbert Distressed Fund	 	Harbert Distressed Investment Master Fund, Ltd.	
Heat Rate	 	A measure of the amount of fuel required to produce a unit of electricity	
HIGH TIDES I and II	 	Collectively, the 5 3 / 4 % Convertible Preferred Securities, Remarketable Term Income Deferrable Equity Securities issued by Calpine Capital Trust, and 5 1 / 2 % Convertible Preferred Securities, Remarketable Term Income Deferrable Equity Securities issued by Calpine Capital Trust II	
HIGH TIDES III	 	5% Convertible Preferred Securities, Remarketable Term Income Deferrable Equity Securities issued by Calpine Capital Trust III	
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Abbreviation	 	Definition	
 		
ICT	 	Independent Coordinator of Transmission	
IP	 	International Paper Company	
IPP(s)	 	Independent power producer(s)	
IRS	 	U.S. Internal Revenue Service	
ISO	 	Independent System Operator	
ISO NE	 	ISO New England	
King City Cogen	 	Calpine King City Cogen, LLC	
KWh	 	Kilowatt hour(s)	
LCRA	 	Lower Colorado River Authority	
LDC(s)	 	Local distribution company(ies)	
LIBOR	 	London Inter-Bank Offered Rate	
LNG	 	Liquid natural gas	
LSTC	 	Liabilities Subject to Compromise	
LTSA	 	Long Term Service Agreement	
Mankato	 	Mankato Energy Center, LLC	
MBR Company	 	Company with authority from FERC to make wholesale sales of power at market-based rates	
Metcalf	 	Metcalf Energy Center, LLC	
MISO	 	Midwest ISO	
Mitsui	 	Mitsui & Co., Ltd.	
MLCI	 	Merrill Lynch Commodities, Inc.	
MMBtu	 	Million Btu	
MMcfe	 	Million net cubic feet equivalent	
Moapa	 	Moapa Energy Center, LLC	
Morris	 	Morris Energy Center	
MRO	 	Midwest Reliability Organization	
MRTU	 	CAISO’s Market Redesign and Technology Upgrade	
MW	 	Megawatt(s)	
MWh	 	Megawatt hour(s)	
NAAQS	 	National Ambient Air Quality Standards	
Ninth Circuit Court of Appeals	 	U.S. Court of Appeals for the Ninth Circuit	
NERC	 	North American Electric Reliability Council	
NGA	 	Natural Gas Act	
NGPA	 	Natural Gas Policy Act	
NOL	 	Net operating loss	
Non-Debtor(s)	 	Subsidiaries and affiliates of Calpine Corporation that are not Calpine Debtors	
Non-U.S. Debtor(s)	 	Consolidated subsidiaries and affiliates of Calpine Corporation that are not U.S. Debtor(s)	
Northern District Court	 	U.S. District Court for the Northern District of California	
NOx	 	Nitrogen oxide	
NPC	 	Nevada Power Company	
NPCC	 	Northeast Power Coordinating Council	
NYISO	 	New York ISO	
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Abbreviation	 	Definition	
 		
NYSE	 	New York Stock Exchange	
O&M	 	Operations and maintenance	
OCI	 	Other Comprehensive Income	
OMEC	 	Otay Mesa Energy Center, LLC	
Oneta	 	Oneta Energy Center	
Ontelaunee	 	Ontelaunee Energy Center	
OPA	 	Ontario Power Authority	
Panda	 	Panda Energy International, Inc., and related party PLC II, LLC	
PCF	 	Power Contract Financing, L.L.C.	
PCF Notes	 	PCF’s Senior Secured Notes Due 2006 and 2011	
PCF III	 	Power Contract Financing III, LLC	
Petition Date	 	December 20, 2005	
PG&E	 	Pacific Gas and Electric Company	
Pink Sheets	 	Pink Sheets Electronic Quotation Service maintained by Pink Sheets LLC for the National Quotation Bureau, Inc.	
PJM	 	Pennsylvania-New Jersey-Maryland Interconnection	
POX	 	Plant operating expense	
PPA(s)	 	Any contract for a physically settled sale (as distinguished from a financially settled future, option or other derivative or hedge transaction) of any electric power product, including electric energy, capacity and/or ancillary services, in the form of a bilateral agreement or a written or oral confirmation of a transaction between two parties to a master agreement, including sales related to a tolling transaction in which part of the consideration provided by the purchaser of an electric power product is the fuel required by the seller to generate such electric power	
PSM	 	Power Systems Manufacturing, LLC	
PUC(s)	 	Public Utility Commission(s)	
PUCT	 	Public Utility Commission of Texas	
PUHCA 1935	 	Public Utility Holding Company Act of 1935	
PUHCA 2005	 	Public Utility Holding Company Act of 2005	
PURPA	 	Public Utility Regulatory Policies Act of 1978	
QF(s)	 	Qualifying facility(ies)	
RCRA	 	Resource Conservation and Recovery Act	
Replacement DIP Facility	 	The proposed $5.0 billion replacement debtor-in-possession financing facility that was approved by the U.S. Bankruptcy Court on March 5, 2007	
RFC	 	Reliability First Corporation	
RGGI	 	Regional Greenhouse Gas Initiative	
RMR Contracts	 	Reliability Must Run contracts	
RPM	 	Reliability Pricing Model, proposed by PJM	
Rosetta	 	Rosetta Resources Inc.	
RTO	 	Regional Transmission Organization	
SAB	 	Staff Accounting Bulletin	
Saltend	 	Saltend Energy Centre	
SDG&E	 	San Diego Gas & Electric Company	
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Abbreviation	 	Definition	
 		
SDNY Court	 	U.S. District Court for the Southern District of New York	
SEC	 	Securities and Exchange Commission	
Second Lien Committee	 	Ad Hoc Committee of Second Lien Debtholders of Calpine	
Second Priority Debt	 	Second Priority Notes and Second Priority Term Loans	
Second Priority Notes	 	Calpine Corporation’s Second Priority Senior Secured Floating Rate Notes due 2007, 8 1 / 2 % Second Priority Senior Secured Notes due 2010, 8 3 / 4 % Second Priority Senior Secured Notes due 2013 and 9 7 / 8 % Second Priority Senior Secured Notes due 2011	
Second Priority Term Loans	 	Calpine Corporation’s Senior Secured Term Loans Due 2007	
Second Priority Trustee	 	Wilmington Trust Company, as trustee under the Indentures with respect to the Second Priority Notes	
Securities Act	 	U.S. Securities Act of 1933, as amended	
SERC	 	Southeastern Electric Reliability Council	
SFAS	 	Statement of Financial Accounting Standards	
SFAS No. 123-R	 	FASB Statement No. 123-R (As Amended), ‘‘Accounting for Stock-Based Compensation — Share-Based Payment”	
Siemens	 	Siemens Power Generation, Inc.	
SIP	 	1996 Stock Incentive Plan	
SO 2	 	Sulfur dioxide	
SOP	 	Statement of Position	
spark spread	 	Difference between the Company’s fuel cost and the revenue it receives for electric generation	
SPP	 	Southwest Power Pool	
SPPC	 	Sierra Pacific Power Company	
TCEQ	 	Texas Commission on Environmental Quality	
TSA(s)	 	Transmission service agreement(s)	
TTS	 	Thomassen Turbine Systems, B.V.	
ULC II	 	Calpine Canada Energy Finance II ULC	
U.S.	 	United States of America	
U.S. Bankruptcy Court	 	U.S. Bankruptcy Court for the Southern District of New York	
U.S. Debtor(s)	 	Calpine Corporation and each of its subsidiaries and affiliates that have filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court, which matters are being jointly administered in the U.S. Bankruptcy Court under the caption In re Calpine Corporation, et al ., Case No. 05-60200 (BRL)	
Valladolid	 	Valladolid III Energy Center	
VIE(s)	 	Variable interest entity(ies)	
WECC	 	Western Electricity Coordinating Council	
WPP	 	Weekly Procurement Process	

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PART I

Item 1.   	Business	
 
In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. We use words such as “believe,” “intend,” “expect,” “anticipate,” “plan,” “may,” “will” and similar expressions to identify forward-looking statements. Such statements include, among others, those concerning our expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and that a number of risks and uncertainties could cause actual results to differ materially from those anticipated in the forward-looking statements. Such risks and uncertainties include, but are not limited to: (i) the risks and uncertainties associated with our Chapter 11 and CCAA cases, including our ability to successfully reorganize and emerge from Chapter 11; (ii) our ability to implement our business plan; (iii) financial results that may be volatile and may not reflect historical trends; (iv) seasonal fluctuations of our results; (v) potential volatility in earnings associated with fluctuations in prices for commodities such as natural gas and power; (vi) our ability to manage liquidity needs and comply with financing obligations; (vii) the direct or indirect effects on our business of our impaired credit including increased cash collateral requirements in connection with the use of commodity contracts; (viii) transportation of natural gas and transmission of electricity; (ix) the expiration or termination of our PPAs and the related results on revenues; (x) risks associated with the operation of power plants including unscheduled outages; (xi) factors that impact the output of our geothermal resources and generation facilities, including unusual or unexpected steam field well and pipeline maintenance and variables associated with the waste water injection projects that supply added water to the steam reservoir; (xii) risks associated with power project development and construction activities; (xiii) our ability to attract, retain and motivate key employees; (xiv) our ability to attract and retain customers and counterparties; (xv) competition; (xvi) risks associated with marketing and selling power from plants in the evolving energy markets; (xvii) present and possible future claims, litigation and enforcement actions; (xviii) effects of the application of laws or regulations, including changes in laws or regulations or the interpretation thereof; and (xix) other risks identified in this Report. You should also carefully review other reports that we file with the SEC. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise.
 
We file annual, quarterly and periodic reports, proxy statements and other information with the SEC. You may obtain and copy any document we file with the SEC at the SEC’s public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the SEC’s public reference facilities by calling the SEC at 1-800-SEC-0330. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC at its principal office at 100 F Street, NE, Room 1580, Washington, D.C. 20549-1004. The SEC maintains an Internet website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our SEC filings are accessible through the Internet at that website.
 
Our reports on Forms 10-K, 10-Q and 8-K, and amendments to those reports, are available for download, free of charge, as soon as reasonably practicable after these reports are filed with the SEC, at our website at www.calpine.com. The content of our website is not a part of this Report. You may request a copy of our SEC filings, at no cost to you, by writing or telephoning us at: Calpine Corporation, 50 West San Fernando Street, San Jose, California 95113, attention: Corporate Communications, telephone: (408) 995-5115. We will not send exhibits to the documents, unless the exhibits are specifically requested and you pay our fee for duplication and delivery.
 
OVERVIEW
 
Our Business
 
We operate in predominantly one line of business, the generation and sale of electricity and electricity-related products, through the operation of our portfolio of power generation facilities with all of our continuing operations located in the U.S. With principal offices in San Jose, California and Houston, Texas, we were established as a

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corporation in 1984 and operate through a variety of divisions, subsidiaries and affiliates. As discussed further below, we and many of our subsidiaries have filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. and for creditor protection under the CCAA in Canada. We are currently operating as debtors-in-possession under the protection of the U.S. and Canadian laws.
 
We focus on two efficient and clean forms of power generation: natural gas and geothermal. At December 31, 2006, we owned or leased a portfolio of 66 clean burning natural gas-fired power plants throughout the U.S. and 19 geothermal power plants in the Geysers region of northern California, with an aggregate net capacity of 25,322 MW. Additionally, we have interests in three plants in active construction and one plant in active development.
 
We employ software licensed from third parties and outsource certain software, data and support services to third parties, and we have developed in-house proprietary software systems, management techniques and other information technologies with which we operate our power generation facilities as an integrated portfolio of power generation facilities in our major markets in the U.S. We seek to optimize the profitability of our individual facilities by coordinating O&M and major maintenance schedules, as well as dispatch and fuel supply, throughout our portfolio. By centrally managing the portfolio, our sales and marketing resources are able to more efficiently operate our portfolio of power generation facilities by providing trading and scheduling services to meet delivery requirements, respond to market signals and to ensure fuel is delivered to our facilities. Central management also enables us to reduce our exposure to market volatility and improve our results. We also have developed risk management guidelines, approved by our Board of Directors, that apply to the sales, marketing, trading and scheduling processes. Market risks are monitored to ensure compliance with our risk management guidelines and to seek to minimize our exposure. Together, these capabilities, guidelines and arrangements create efficiencies and, in turn, value for the enterprise beyond operating separate, individual power generation facilities.
 
We have prepared a business plan, which was presented to the Committees, that is designed to stabilize, improve and strengthen our core power generation business and financial health and includes the potential sale of certain power plants and our turbine parts and services businesses. Among other things, the business plan projects that, after contemplated asset dispositions, we will remain one of the largest IPPs in the U.S. The business plan also contemplates that we may selectively pursue new power plant opportunities. As part of the business plan, we also intend to simplify our capital structure.
 
Chapter 11 Cases and CCAA Proceedings
 
Since the Petition Date, Calpine Corporation and 273 of its wholly owned subsidiaries in the U.S. have filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court, and 12 of its Canadian subsidiaries have filed for creditor protection under the CCAA in the Canadian Court. Certain other subsidiaries could file under Chapter 11 in the U.S. or for creditor protection under the CCAA in Canada in the future. The Chapter 11 cases are being jointly administered for procedural purposes only by the U.S. Bankruptcy Court under the case captioned In re Calpine Corporation et al. , Case No. 05-60200 (BRL).
 
As a result of the Canadian Debtors’ filings for creditor protection under the CCAA in Canada, we deconsolidated most of our Canadian and other foreign entities as we determined that the administration of the CCAA proceedings in a jurisdiction other than that of the U.S. Debtors resulted in a loss of the elements of control necessary for consolidation. We fully impaired our investment in the Canadian and other foreign subsidiaries as of the Petition Date and now account for such investments under the cost method. Because our Consolidated Financial Statements exclude the financial statements of the Canadian Debtors, the information in this Report principally describes the Chapter 11 cases and only describes the CCAA proceedings where they have a material effect on our operations or where such information provides necessary background information. We continue to work with the Canadian Debtors, the monitor appointed by the Canadian Court, and the Canadian creditors to maximize economic recoveries for all interested parties.
 
The convergence of a number of factors in late 2005 precipitated our Chapter 11 and CCAA filings. Among other things, we were experiencing a tight liquidity situation due in part to our obligations to service our debt and certain of our preferred equity securities, which also imposed restrictions on our ability to raise capital through financings, asset sales or otherwise. At the same time, market spark spreads were being adversely impacted by excess capacity in certain of our energy markets, which depressed prices for energy, while prices for natural gas

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reached historic highs. Higher gas prices also increased our collateral support obligations to counterparties. Also, we were unsuccessful in a litigation we brought in the Delaware Chancery Court against the collateral agent and trustees representing our First and Second Priority Notes regarding our use of certain proceeds of the sale of our oil and natural gas reserves, which resulted in our being ordered to make a cash payment to an escrow fund of more than $300 million that had already been used to purchase natural gas in storage.
 
We continue to operate our business as debtors-in-possession and will continue to conduct business for the duration of our Chapter 11 cases in the ordinary course under the protection of the Bankruptcy Courts. As part of our “first day” and subsequent motions in the Chapter 11 cases, we have obtained U.S. Bankruptcy Court approval to continue to pay critical vendors, meet our pre-petition and post-petition payroll obligations, maintain our cash management systems, collateralize certain of our gas supply contracts, enter into and collateralize trading contracts, pay our taxes, continue to provide employee benefits including an incentive compensation program, maintain our insurance programs and implement an employee severance program. In addition, the U.S. Bankruptcy Court has approved certain trading notification and transfer procedures designed to allow us to restrict trading in our common stock (and related securities) and has also provided for potentially retroactive application of notice and sell-down procedures for trading in claims against the U.S. Debtors’ estates (in the event that such procedures are approved in the future) which could negatively impact our accumulated NOLs and other tax attributes.
 
In addition, the U.S. Bankruptcy Court has approved our DIP Facility and related cash collateral and adequate assurance stipulations, which have provided us needed liquidity while the Chapter 11 cases are pending and allowed our business activities to continue. Funds borrowed under our initial $2.0 billion DIP Facility were used to repay a portion of the First Priority Notes and to pay a portion of the purchase price for the Geysers Assets, as well as to fund our operational needs. The DIP Facility letter of credit facility has been used to provide necessary credit support for our trading activities. On March 5, 2007, the U.S. Bankruptcy Court issued an opinion approving our motion to obtain a $5.0 billion Replacement DIP Facility which, if successfully completed, will refinance the existing $2.0 billion DIP Facility as well as the approximately $2.5 billion of outstanding CalGen Secured Debt. The Replacement DIP Facility may be increased to $7.0 billion under certain circumstances, and may be converted to our exit financing once we have confirmed a plan or plans of reorganization. We expect the Replacement DIP Facility to close in late March 2007.
 
Under the Bankruptcy Code, we have the exclusive right to file and solicit acceptance of a plan or plans of reorganization for a limited period of time. On December 6, 2006, the U.S. Bankruptcy Court granted our application for an extension of the period during which we have the exclusive right to file a plan or plans of reorganization from December 31, 2006, to June 20, 2007, and granted us the exclusive right until August 20, 2007, to solicit acceptance thereof, in each case allowing for the maximum period of time provided by the Bankruptcy Code.
 
As a result of our Chapter 11 filings and the other matters described herein, including uncertainties related to the fact that we have not yet had time to complete and obtain confirmation of a plan or plans of reorganization, there is substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern, including our ability to meet our ongoing operational obligations, is dependent upon, among other things: (i) our ability to maintain adequate cash on hand; (ii) our ability to generate cash from operations; (iii) the cost, duration and outcome of the restructuring process; (iv) our ability to comply with the terms of our existing DIP Facility and Replacement DIP Facility and the adequate assurance provisions of the Cash Collateral Order; and (v) our ability to achieve profitability following a restructuring. These challenges are in addition to those operational and competitive challenges that we face in connection with our business. In conjunction with our advisors, we are implementing strategies to aid our liquidity and our ability to continue as a going concern. However, there can be no assurance as to the success of such efforts.
 
Further information pertaining to our Chapter 11 cases and CCAA proceedings may be obtained through our website at www.calpine.com. Documents filed with the U.S. Bankruptcy Court and other general information about the Chapter 11 cases are available at www.kccllc.net/calpine. Certain information regarding the CCAA proceedings, including the reports of the monitor appointed by the Canadian Court, is available at the monitor’s website at www.ey.com/ca/calpinecanada. The content of the foregoing websites is not a part of this Report.

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Restructuring
 
In 2006, we initiated a broad, comprehensive process to begin strengthening our core business activities and improving our financial health, a process which we continue to implement in 2007. This process has formed the basis of our business plan and will be instrumental in the continued development of our plan or plans of reorganization. As part of the process, we have undertaken a thorough review of each of our power generation facilities, individually and as part of our portfolio, including the existing contractual arrangements, cash flows, regional market forecasts, potential regulatory changes and other factors that may affect such facility. In addition, we are reviewing each of our business activities to determine whether to continue in or to exit from those activities. In each case, we determine whether, on a short-term or long-term basis, the project or activity constitutes a strategic fit with our core business of generating and selling electricity and electricity-related products, contributes to our financial health and satisfies our business objectives. If it does not, we will develop a course of action which may include limiting or exiting the activity, selling or otherwise disposing of the asset, restructuring it (or restructuring related contracts or financing), suspending operations or taking other actions. In general, we are required to obtain U.S. Bankruptcy Court approval of sales of assets outside the ordinary course of business, subject to certain exceptions including with respect to de minimis assets. Such sales are also subject in certain cases to U.S. Bankruptcy Court approved auction procedures.
 
As a result of our review process, we have identified certain power generation facilities and other assets for potential sale or other disposition. In other cases, we have determined that restructuring related financing or other agreements or the physical assets would make the project or activity more advantageous. As the review process continues, additional assets may be disposed of or restructured and activities limited or exited.
 
In particular, we have identified 14 power generation facilities that required close scrutiny, and we agreed that we would limit the amount of funds available to support the operations of those designated projects. As of the filing of this Report, three of the 14 designated projects have been sold, two have been turned over to the applicable owner-lessor or secured lender, and, at three of the projects, we have restructured existing agreements or reconfigured equipment such that continued operation of the facilities is merited. We continue to assess our alternatives with respect to the remaining six facilities. In addition, we completed the sale of Goldendale Energy Center and the sale of a 35% equity interest in the Russell City power generation facility, neither of which were identified as designated projects. We also identified for potential sale 15 turbines, of which we have sold 10 turbines and one partial combustion turbine unit.
 
We also determined that two subsidiaries, TTS and PSM, which provide services and parts for combustion turbine equipment, would no longer be a strategic fit within our core business. After an auction process, TTS was sold in September 2006, and we have received U.S. Bankruptcy Court approval to sell substantially all of the assets of PSM. After selling PSM, we expect to continue a contractual relationship with PSM to procure replacement parts and have rights to participate in research and development efforts. By doing so, we will maintain the benefit of a relationship with PSM while limiting the capital requirements of ownership. We have also decided to limit third-party O&M services through our subsidiary CPSI. Although CPSI will continue to perform its services under existing construction management contracts, we do not plan to execute new contracts.
 
We have also reviewed approximately 6,000 of our leases and executory contracts to determine whether they constitute a strategic fit within our core business and, if not, to evaluate whether they should be assumed, rejected, repudiated or restructured as permitted under the Bankruptcy Code. While this process is not complete, we have taken actions accordingly, including rejecting approximately 50 executory contracts and 30 real property and equipment leases. Parties to executory contracts or unexpired real property leases rejected or deemed rejected by a U.S. Debtor may file proofs of claim against that U.S. Debtor’s estate for damages, and parties to executory contracts or unexpired leases that are assumed have an opportunity to assert cure amounts prior to such assumptions.
 
Significant contract rejections include our motion, on the first day of our Chapter 11 cases, to reject eight below-market PPAs and to enjoin FERC from asserting jurisdiction over the rejections (Note 15 of the Notes to Consolidated Financial Statements contains further discussion of this matter). Since filing the motion, three of the PPAs were terminated by the applicable counterparties, and three were restructured by negotiated settlement; we continue to perform under the terms of the restructured PPAs as well as, while our rejection motion remains pending, the remaining two PPAs subject to any modifications agreed to by the parties, and we exercised our option

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under one such PPA to terminate the PPA in April 2008 prior to the remaining five years of its original term. We have also rejected the Rumford and Tiverton power plant leases and surrendered the facilities to their owner-lessor, and we have closed nine offices after rejecting the related leases. In addition, we have determined that certain gas transportation and power transmission contracts no longer provide any benefit to us and, accordingly, have given notice to counterparties to these contracts that we will no longer accept or pay for services under such contracts.
 
With respect to significant contract assumptions, on June 5, 2006, the U.S. Bankruptcy Court approved our motion to assume geothermal leases related to the Geysers Assets steam field operations and the Glass Mountain Known Geothermal Resource Area, and the associated executory contracts, surface use agreements and site leases that allow the geothermal leases to be utilized to harness geothermal energy and operate existing facilities. The geothermal leases combined with the operations at the Geysers Assets constitute the core collateral for the DIP Facility. We have also assumed approximately 60 ground and facility leases related to our power plants, as well as certain office leases, pipeline leases and oil and gas leases.
 
In tandem with the review of our assets and activities as described above, we conducted an evaluation of our trading, hedging and optimization activities as they related to our portfolio of power plants and the markets within which we operate. At the beginning of our evaluation, we reduced efforts to enter into new long-term PPAs and fuel procurement contracts for existing generation plants as we developed parameters for determining the right balance among spot market sales and purchases and short-term, long-term and tolling contracts for the sale of our electric generation and fuel procurement. Throughout 2007, we will be working to optimize this mix as well as to expand the number of counterparties with whom we can trade to facilitate our contractual goals and improve our financial position.
 
With respect to our construction and development projects, until we emerge from Chapter 11, we expect to limit our expenditures on construction and development of new power generating facilities and focus our efforts on maximizing the value of our existing projects, including our three facilities under construction and one in advanced development. We continue to review our less advanced development opportunities to determine if we should begin active development or construction, and we may pursue new opportunities that arise, particularly if power contracts and financing are available and attractive returns are expected.
 
In addition to the actions discussed above, we eliminated approximately 850 full-time positions in 2006. During 2007, as we continue our comprehensive review, we expect that we will seek to limit or exit certain activities, sell power generation facilities, or we may temporarily or permanently shut down additional power generation facilities or other assets, that are not a strategic fit within our core business. In connection with these activities, we may further reduce our staffing levels in 2007.
 
We believe that these continued restructuring efforts will allow us to improve our financial strength and to successfully emerge from Chapter 11.
 
THE MARKET FOR ELECTRICITY
 
The power industry represents one of the largest industries in the U.S. and impacts nearly every aspect of our economy, with an estimated end-user market comprising approximately $323 billion of electricity sales in 2006 based on information published by EIA. Historically, the power generation industry was largely characterized by electric utility monopolies producing electricity from generating facilities owned by utilities and selling to a captive customer base. However, industry trends and regulatory initiatives have transformed some markets into more competitive arenas where load-serving entities and end-users may purchase electricity from a variety of suppliers, including IPPs, power marketers, regulated public utilities, major financial institutions and others. For over a decade the power industry has been deregulated at the wholesale level allowing generators to sell directly to the load-serving entities such as public utilities, municipalities and electric cooperatives. Although industry trends and regulatory initiatives aimed at further deregulation have slowed, halted or even reversed in some geographic regions, in terms of the level of competition, pricing mechanisms and pace of regulatory reform, two of our largest markets, California and ERCOT, have emerged as more competitive markets.
 
The U.S. market consists of distinct regional electric markets, not all of which are effectively interconnected. As a result, reserve margins (the measure of how much the total generating capacity installed in a region exceeds the

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peak demand for power in that region) vary from region to region. Due primarily to the completion of more than 200,000 MW of gas-fired combustion turbine projects throughout the U.S. in the past decade, we have seen power supplies and reserve margins generally increase in the last several years, while, according to data published by EEI, the growth rate of nationwide consumption of electricity in 2006 compared to 2005 was estimated to be negative 0.1%. As a result, the excess supply could not be absorbed in the market, and we witnessed a decrease in liquidity in the energy trading markets, putting downward pressure on prices generally. Within our two major markets, EEI estimates growth rates from 2005 to 2006 of 1.0% for the South Central region (primarily Texas), and 1.2% for the Pacific Southwest (primarily California). In the wake of such aggressive supply expansion, however, the projected growth rate of additional supply has been diminishing, with many developers canceling or delaying completion of their projects as a result of current and forecasted market conditions. After such expansion is absorbed by the market, reserve margins may decrease. Some market regulators have already forecasted such conditions, including two of our major markets. For example, ERCOT has forecasted that capacity margins in ERCOT will dip below 11% in 2008. Similarly, the NERC 2006 Long-Term Reliability Assessment forecasts that summer capacity margins in WECC will decrease from 18% in 2007 to 14% in 2010, and SERC reported in July 2006 that capacity margins are expected to decline from 25% in 2007 to 23% in 2010 based on generation and interconnection agreements signed or filed.
 
Moreover, in various regional markets, electricity market administrators have acknowledged that the markets for generating capacity do not provide sufficient revenues to enable existing merchant generators to recover all of their costs or to encourage new generating capacity to be constructed. Capacity auctions are being implemented in the Northeast and Mid-Atlantic regional markets to address this issue. If the auctions are successful, and if other markets adopt this approach, it could provide significant additional capacity revenues for IPPs, but any such new capacity market could take years to develop.
 
COMPETITION
 
We compete against other IPPs, trading companies, financial institutions, retail load aggregators, municipalities, retail electric providers, cooperatives and regulated utilities to supply electricity and electricity-related products to our customers in major markets nationwide. In some markets, we compete against some of our own customers. During recent years, financial institutions have aggressively entered the market. However, we believe the addition of financial institutions to the market has been beneficial by increasing the number of customers for our physical power products, offering risk management products to manage commodity price risk, improving the general financial strength of market participants and ultimately increasing liquidity in the markets. To a large extent, market competition is influenced by the degree of deregulation. We believe that deregulated markets, where there are more participants buying and selling, are generally more competitive and lead to lower prices.
 
Generally, pricing can be influenced by a variety of factors, including the following:

 	• 	number of market participants buying and selling;	
 		
 	• 	amount of electricity normally available in the market;	
 		
 	• 	fluctuations in electricity supply due to planned and unplanned outages of generators;	
 		
 	• 	fluctuations in electricity demand due to weather and other factors;	
 		
 	• 	cost of fuel used by generators, which could be impacted by efficiency of generation technology and fluctuations in fuel supply;	
 		
 	• 	relative ease or difficulty of developing and constructing new facilities;	
 		
 	• 	availability and cost of transmission;	
 		
 	• 	creditworthiness and risk associated with counterparties;	
 		
 	• 	ability to hedge using various commercial products; and	
 		
 	• 	ability to optimize using alternative sources of electricity.	

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In deregulated markets, our natural gas and geothermal facilities compete directly with all other sources of electricity. Even though most new power generating facilities are fueled by natural gas, EIA estimates that only 21% of the electricity generated in the U.S. is fueled by natural gas and that nearly two-thirds of power generated in the U.S. is still produced by coal and nuclear facilities, which generate approximately 49% and 19%, respectively. EIA estimates that the remaining 11% of electricity generated in the U.S. is fueled by hydro, fuel oil and other sources. However, as environmental regulations continue to evolve, the proportion of electricity generated by natural gas and other low emissions resources is expected to increase in some markets. Some states are imposing strict environmental standards on generators that limit emissions of GHG. As a result, many of the current coal plants will likely have to install a significant amount of costly emission control devices or limit their operations. Meanwhile, many states are mandating that certain percentages of electricity delivered to end users in their jurisdictions be produced from renewable resources, such as geothermal, wind and solar energy. This activity could cause some coal plants to be retired, thereby allowing a greater proportion of power to be produced by facilities fueled by natural gas, geothermal or other resources that result in lower environmental impact.
 
MARKETING, HEDGING, OPTIMIZATION AND TRADING ACTIVITIES
 
Most of the electricity generated by our facilities is scheduled and settled by our marketing and risk management unit, which sells to load-serving entities such as utilities, municipalities, cooperatives, retail electric providers, commercial and industrial end users, financial institutions, power trading and marketing companies and other third parties. We enter into physical and financial purchase and sale transactions as part of our hedging, balancing and optimization activities. The hedging, balancing and optimization activities are designed to protect or enhance our spark spread. For more information on spark spreads, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Operating Performance Metrics.”
 
Our hedging, balancing and optimization activities are directly related to risk exposures that arise from our ownership and operation of power plants and our open gas positions. We are one of the largest consumers of natural gas in North America entering into transactions of approximately 564.4 bcf during 2006. We employ a portfolio of transactions to satisfy most of our natural gas fuel requirements from the market. We enter into natural gas storage and transport agreements to achieve delivery flexibility and to enhance our optimization capabilities. We constantly evaluate our natural gas needs in real time, adjusting our natural gas position to maximize profits within the limitations prescribed in our commodity risk policy.
 
We utilize derivatives, including many physical commodity contracts and commodity financial instruments such as exchange-traded swaps and forward contracts, to optimize the returns from our power plants and open gas positions and to hedge our exposures to energy commodity price risk. From time to time, we enter into contracts considered energy trading contracts for similar purposes.
 
We have value at risk limits that govern the overall risk of our portfolio of plants, energy trading contracts, financial hedging transactions and other contracts. Our value at risk limits, transaction approval limits and other limits are dictated by our commodity risk policy which is approved by our Board of Directors and administered by our Chief Risk Officer and his organization. The Chief Risk Officer’s organization is segregated from the marketing and risk management unit, and reports directly to our Audit Committee and Chief Executive Officer. Our risk management policies limit our hedging activities to protect and optimize the value of our physical assets, while limiting purely speculative hedging transactions. While this policy limits our potential upside from hedging activities, it also provides us a degree of protection from any significant downside from our hedging activities.
 
Seasonality and weather have a significant impact on our results of operations and are also considered in our hedging and optimization activities. Most of our generating facilities are located in regional electric markets where the greatest demand for electricity occurs during the summer months, in our fiscal third quarter. Depending on existing contract obligations and forecasted weather and electricity demands, we may maintain either a larger or smaller open position on fuel supply and committed generation during the summer months so that we can enhance or protect our spark spreads accordingly.

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STRATEGY
 
We strive to offer reliable, flexible and environmentally friendly electricity and electricity-related products to the market at competitive prices.
 
We believe that our portfolio of power generating facilities allows us to offer uniquely flexible, highly structured products designed to meet our customers’ specific needs. Unlike marketers who do not own generation facilities, we can offer electricity and electricity-related products from specific facilities that are within geographic areas with special needs. We can also sell varying quantities of electricity during on-peak and off-peak hours or winter and summer months, and we can offer option products whereby customers can request additional quantities within established parameters. Additionally, our newer, more efficient combustion turbines are capable of faster starts than turbines based on older technology, which increases our flexibility in designing products for our customers.
 
By centrally managing our portfolio of power generating facilities, we can offer a high level of reliability to our customers which increases the value of our products. Through our own proprietary software systems and management techniques, we coordinate the O&M and major maintenance schedules, as well as dispatch and fuel supply, throughout our portfolio. This portfolio approach allows us to capitalize on arbitrage opportunities. For instance, in the event that one of our facilities is unavailable in a particular market, we might call upon another of our facilities in the same market to generate the electricity promised to a customer. Such coordination has allowed us to achieve a high level of reliability.
 
Through our restructuring activities, we intend to focus on those activities that offer a strategic fit with our core business and expect that centrally managing our portfolio of power plants will further enable us to offer highly flexible and reliable products to our customers at competitive prices, while our hedging, balancing and optimization activities will protect and enhance our spark spreads. Together, we believe these factors will enable us to successfully emerge from Chapter 11 as a leading IPP.
 
SIGNIFICANT CUSTOMER
 
See Note 2 of the Notes to Consolidated Financial Statements for a discussion of sales in excess of 10% of our total revenues to one of our customers.
 
ENVIRONMENTAL STEWARDSHIP
 
We were founded on the principle that a strong commitment to the environment is inextricably linked to excellence in power generation and responsible corporate citizenship. Since our founding, more than two decades ago, we have had an unwavering commitment to clean, cost-effective, energy-efficient and renewable power generation technologies. Our commitment to environmental stewardship in power generation allows us to help meet the needs of a growing economy that demands more and cleaner sources of electricity.
 
As of December 31, 2006, we had the capacity to deliver 25,322 MW of clean, reliable electricity to customers and communities in 20 states, enough electricity to power nearly 20 million homes. We own and operate one of the country’s largest fleets of combined-cycle natural gas-fired generation facilities, and we are the nation’s largest renewable geothermal power producer.
 
Our fleet of modern, combined-cycle natural gas-fired power generation facilities is highly efficient. These facilities consume significantly less fuel to generate electricity than older boiler/steam turbine power generation facilities and emit less air pollution into the environment per unit of electricity produced as compared to coal-fired or oil-fired power generation facilities. All of our natural gas-fired power generation facilities have air emissions controls, and most have selective catalytic reduction to further reduce emissions of nitrogen oxides, a known precursor of atmospheric ozone.

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The table below summarizes approximate air pollutant emission rates from our combined-cycle natural gas-fired power generation facilities compared to the average emission rates from U.S. coal, oil and gas-fired power plants as a group.

 	 	Air Pollutant Emission Rates — 	 	 	 	 	
 	 	Pounds of Pollutant Emitted	 	 	 	 	
 	 	per MWh of Electricity Generated	 	 	 	 	
 	 	 	 	 	Calpine	 	 	 	 	
 	 	Average U.S. Coal-,	 	 	Combined-Cycle	 	 	Compared to	 	
 	 	Oil-, and Gas-Fired	 	 	Natural Gas-Fired	 	 	Average U.S.	 	
Air Pollutants	 	Power Plant(1)	 	 	Power Plant(2)	 	 	Fossil-Fired Facility	 	
 		
Nitrogen Oxide, NOx	 	 	3.01	 	 	 	0.21	 	 	 	93.0% Less	 	
Acid rain, smog and fine particulate formation	 	 	 	 	 	 	 	 	 	 	 	 	
Sulfur Dioxide, SO 2	 	 	7.88	 	 	 	0.005	 	 	 	99.9% Less	 	
Acid rain and fine particulate formation	 	 	 	 	 	 	 	 	 	 	 	 	
Mercury, Hg	 	 	0.000035	 	 	 	0	 	 	 	100% Less	 	
Neurotoxin	 	 	 	 	 	 	 	 	 	 	 	 	
Carbon Dioxide, CO 2	 	 	1,914	 	 	 	882	 	 	 	53.9% Less	 	
Principal greenhouse gas — contributor to climate change	 	 	 	 	 	 	 	 	 	 	 	 	
Particulate Matter, PM	 	 	0.47	 	 	 	0.037	 	 	 	92.1% Less	 	
Respiratory health effects	 	 	 	 	 	 	 	 	 	 	 	 	

 
			
(1)		The average U.S. coal-, oil-, and gas-fired power generation facility’s emission rates were obtained from the U.S. Department of Energy’s Electric Power Annual Report for 2005. Emission rates are based on 2005 emissions and net generation.	
 		
(2)		Our combined-cycle, natural gas-fired power plant emission rates are based on 2005 data.	
 
Our 725-MW fleet of geothermal power generation facilities utilizes a natural, clean and renewable energy source — steam from the earth’s interior — to generate electricity. Since these facilities do not burn fossil fuel, they are able to produce electricity with negligible air emissions. Compared to the average U.S. coal-, oil-, and gas-fired power generation facility, our geothermal facilities emit 99.9% less NOx and SO 2 and 96.4% less CO 2 . In addition, these geothermal facilities feature add-on controls to remove sulfur and mercury from air emissions.
 
Today, we own and operate 19 of the 21 power generation facilities located in the Geysers region of northern California. We recognize the importance of our geothermal facilities, and we are committed to extending, and possibly expanding, this renewable geothermal resource through wastewater recharge projects where clean, reclaimed wastewater from local municipalities is recycled into the geothermal resource where it is converted into steam for electricity production.
 
Policymakers at the federal, regional and state levels are advancing legislation to address the impact on the climate of man-made CO 2 emissions. The generation of electricity is the largest single source of man-made CO 2 emissions in the U.S., and, as such, one of the fastest ways to reduce CO 2 emissions is by replacing the nation’s aging fleet of fossil fuel-fired plants with modern, cost-effective, highly efficient combined-cycle, natural gas-fired power generation facilities and more renewable power generation.
 
We are committed to maintaining our fleet of clean, cost-effective and efficient power generation facilities and to the reduction of CO 2 emissions. We also are committed to supporting policymakers on legislation to reduce emissions. In 2006, we were involved in the development and enactment of California’s landmark global warming legislation, AB 32. In January 2007, we publicly supported legislation introduced by Senator Dianne Feinstein aimed at reducing greenhouse gas emissions from the electric power sector.
 
We have implemented a program of proprietary operating procedures to reduce gas consumption and lower air pollutant emissions per MWh of electricity generated. Thermal efficiency improvements in our fleet operations

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reduced CO 2 emissions by approximately 234,000 tons in 2005 compared to 2004. Our environmental record has been widely recognized.

 	• 	The American Lung Associations of the Bay Area selected us and our Geysers geothermal operation for the 2004 Clean Air Award for Technology Development to recognize “Calpine’s commitment to clean renewable energy, which improves air quality and helps us all breathe easier.”	
 		
 	• 	We are an EPA Climate Leaders Partner with a stated goal to reduce greenhouse gas intensity by 4% by 2008 compared to 2003 levels.	
 		
 	• 	We became the first power producer to earn the distinction of Climate Action Leader tm , and we have certified our CO 2 emissions inventory with the California Climate Action Registry every year since 2003.	
 		
 	• 	The Santa Rosa Geysers Recharge Project, developed by us and the City of Santa Rosa, transports 11 million gallons of reclaimed water per day — wastewater that was previously being discharged into the Russian River — through a 41-mile pipeline from the City of Santa Rosa to our geothermal facilities, where it is recycled into the geothermal reservoir. The water is naturally heated by the earth, creating additional steam to fuel our geothermal facilities.	
 		
 	• 	Through separate agreements with several municipalities, we use treated wastewater for cooling at several of our facilities. This eliminates the need to consume valuable surface and/or groundwater supplies — in the amount of 3 million to 4 million gallons per day for an average power generation facility.	
 
DESCRIPTION OF POWER GENERATION FACILITIES

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Plants in Operation or Construction at December 31, 2006:

 	 	 	 	 	Net	 	 	 	 	
 	 	 	 	 	Megawatts	 	 	Market Share	 	
NERC Region/Country	 	Projects	 	 	with Peaking	 	 	(NERC)(1)	 	
 		
ERCOT	 	 	12	 	 	 	7,510	 	 	 	9.5	%	
FRCC	 	 	3	 	 	 	865	 	 	 	1.8	%	
MRO	 	 	3	 	 	 	1,387	 	 	 	3.2	%	
NPCC	 	 	7	 	 	 	1,392	 	 	 	1.4	%	
RFC	 	 	4	 	 	 	739	 	 	 	0.3	%	
SERC	 	 	9	 	 	 	4,861	 	 	 	1.9	%	
SPP	 	 	3	 	 	 	1,814	 	 	 	3.3	%	
WECC	 	 	47	 	 	 	8,086	 	 	 	4.6	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	 	88	 	 	 	26,654	 	 	 	2.7	%	

 

			
(1)		Market share calculated using 2006 Summer Capacity Forecast data obtained from www.nerc.com .	
 
At December 31, 2006, we had ownership or lease interests in 85 operating power generation facilities representing 25,322 MW of net capacity. Of these projects, 66 are gas-fired power generation facilities with a net capacity of 24,597 MW, and 19 are geothermal power generation facilities with a net capacity of 725 MW. Our average baseload capacity in operations, which excludes peaker facilities, increased by 7.1% to 23,820 MW in 2006 from 22,242 MW in 2005. However, actual baseload generation declined by 4.5% to 81.7 million MWh in 2006 from 85.5 million MWh in 2005, and our 2006 baseload capacity factor declined to 39.2% in 2006 from 43.9% in 2005. The decline in generation and baseload capacity factor was due to weakness in demand in the first and second quarters of 2006 in particular, primarily as a result of generally mild weather in our major markets and strong hydroelectric generation in the West. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Operating Performance Metrics” for additional information on average baseload capacity factor. We also have three new gas-fired projects currently under construction with a projected net capacity of 1,332 MW. Each of the power generation facilities currently in operation is capable of producing electricity for sale to a utility, other third-party end user or an intermediary such as a marketing company. Thermal energy (primarily steam and chilled water) produced by the gas-fired cogeneration facilities is sold to industrial and governmental users. As discussed in “Overview — Restructuring” above, we may seek to sell certain of these facilities over the next year.
 
Our gas-fired and geothermal power generation projects produce electricity and thermal energy that is sold pursuant to short-term and long-term PPAs or into the spot market. Revenue from a PPA often consists of either energy payments or capacity payments or both. Energy payments are based on all or a portion of a power plant’s net electrical output, and payment rates are typically either at fixed rates or are indexed to market averages for energy or fuel. Capacity payments are based on all or a portion of the amount of MW that a power plant is capable of delivering at any given time. Energy payments are earned for each MWh of energy delivered. Capacity payments are typically earned whether or not any electricity is scheduled by the customer and delivered; however, capacity typically has an availability requirement.
 
We currently lease geothermal steam fields in the Geysers region in northern California from which we extract steam for our geothermal power generation facilities. We have leasehold interests in 104 leases comprising approximately 25,826 acres of federal, state and private geothermal resource lands in the Geysers region in northern California. In the Glass Mountain and Medicine Lake areas in northern California, we hold leasehold interests in 41 leases comprising approximately 46,400 acres of federal geothermal resource lands. In general, under these leases, we have the exclusive right to drill for, produce and sell geothermal resources from these properties and the right to use the surface for all related purposes. Each lease requires the payment of annual rent until commercial quantities of geothermal resources are established. After such time, the leases require the payment of minimum advance royalties or other payments until production commences, at which time production royalties are payable. Such royalties and other payments are payable to landowners, state and federal agencies and others, and vary widely as to the particular lease. The leases are generally for initial terms varying from 10 to 20 years or for so long as

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geothermal resources are produced and sold. Certain of the leases contain drilling or other exploratory work requirements. In certain cases, if a requirement is not fulfilled, the lease may be terminated and in other cases additional payments may be required. We believe that our leases are valid and that we have complied with all the requirements and conditions material to the continued effectiveness of the leases. See Note 15 of the Notes to Consolidated Financial Statements for a description of litigation relating to our Glass Mountain and Medicine Lake area leases. A number of our leases for undeveloped properties may expire in any given year. Before leases expire, we perform geological evaluations in an effort to determine the resource potential of the underlying properties. We can make no assurance that we will decide to renew any expiring leases. We inject waste water from the City of Santa Rosa Recharge Project and from Lake County into our geothermal reservoirs. We expect the injected water to extend the useful life of this resource, which is depleted over time, and enhance the output of our geothermal resources and power plants.
 
Upon completion of our projects under construction, subject to any dispositions that may occur, we will provide O&M services for all but two of the power plants in which we have an interest. Such services include the operation of power plants, geothermal steam fields, wells and well pumps, and gas pipelines. We also supervise maintenance, materials purchasing and inventory control, manage cash flow, train staff and prepare operating and maintenance manuals for each power generation facility that we operate. As a facility develops an operating history, we analyze its operation and may modify or upgrade equipment or adjust operating procedures or maintenance measures to enhance the facility’s reliability or profitability.
 
Certain power generation facilities in which we have an interest have been financed primarily with project financing that is structured to be serviced out of the cash flows derived from the sale of electricity (and, if applicable, thermal energy and capacity payments) produced by such facilities and generally provides that the obligations to pay interest and principal on the loans are secured solely by the capital stock or partnership interests, physical assets, contracts and/or cash flow attributable to the entities that own the facilities. The lenders under these project financings generally have no recourse for repayment against us or any of our assets or the assets of any other entity other than foreclosure on pledges of stock or partnership interests and the assets attributable to the entities that own the facilities. Certain of these facilities have filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code; however, we do not, at this time, consider the non-recourse debt related to these U.S. Debtor entities to be subject to compromise.
 
Substantially all of the power generation facilities in which we have an interest are located on sites which we own or lease on a long-term basis.
 
Set forth below is certain information regarding our operating power plants and plants under construction as of December 31, 2006.
 
Power Plant Portfolio Summary

 	 	 	 	 	Megawatts	 	
 	 	 	 	 	 	 	 	 	 	 	Calpine Net	 	 	Calpine Net	 	
 	 	Number of	 	 	Baseload	 	 	With Peaking	 	 	Interest	 	 	Interest with	 	
 	 	Plants	 	 	Capacity	 	 	Capacity	 	 	Baseload	 	 	Peaking	 	
 		
In operation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Geothermal power plants	 	 	19	 	 	 	725	 	 	 	725	 	 	 	725	 	 	 	725	 	
Gas-fired power plants	 	 	66	 	 	 	20,087	 	 	 	25,310	 	 	 	19,439	 	 	 	24,597	 	
Under construction	 	 	3	 	 	 	1,495	 	 	 	1,834	 	 	 	1,108	 	 	 	1,332	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	 	88	 	 	 	22,307	 	 	 	27,869	 	 	 	21,272	 	 	 	26,654	 	

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Power Plants in Operation and under Construction

 	 	Country,	 	 	 	 	 	 	 	 	With	 	 	 	 	 	Calpine Net	 	 	Calpine Net	 	 	 	 	
 	 	US State or	 	 	 	 	 	Baseload	 	 	Peaking	 	 	Calpine	 	 	Interest	 	 	Interest with	 	 	2006 Total	 	
 	 	Canadian	 	 	 	 	 	Capacity	 	 	Capacity	 	 	Interest	 	 	Baseload	 	 	Peaking	 	 	MWh(1)	 	
Power Plant(2)	 	Province	 	 	Technology	 	 	(MW)	 	 	(MW)	 	 	Percentage	 	 	(MW)	 	 	(MW)	 	 	Generation	 	
 		
ERCOT	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Freestone Energy Center	 	 	TX	 	 	 	Natural Gas	 	 	 	1,036	 	 	 	1,036	 	 	 	100	%	 	 	1,036	 	 	 	1,036	 	 	 	3,259,971	 	
Deer Park Energy Center	 	 	TX	 	 	 	Natural Gas	 	 	 	792	 	 	 	1,019	 	 	 	100	%	 	 	792	 	 	 	1,019	 	 	 	5,633,121	 	
Baytown Energy Center	 	 	TX	 	 	 	Natural Gas	 	 	 	742	 	 	 	830	 	 	 	100	%	 	 	742	 	 	 	830	 	 	 	4,326,047	 	
Pasadena Power Plant	 	 	TX	 	 	 	Natural Gas	 	 	 	731	 	 	 	776	 	 	 	100	%	 	 	731	 	 	 	776	 	 	 	2,709,271	 	
Magic Valley Generating Station	 	 	TX	 	 	 	Natural Gas	 	 	 	662	 	 	 	692	 	 	 	100	%	 	 	662	 	 	 	692	 	 	 	1,678,510	 	
Brazos Valley Power Plant	 	 	TX	 	 	 	Natural Gas	 	 	 	508	 	 	 	594	 	 	 	100	%	 	 	508	 	 	 	594	 	 	 	2,195,705	 	
Channel Energy Center	 	 	TX	 	 	 	Natural Gas	 	 	 	443	 	 	 	593	 	 	 	100	%	 	 	443	 	 	 	593	 	 	 	2,982,858	 	
Corpus Christi Energy Center	 	 	TX	 	 	 	Natural Gas	 	 	 	400	 	 	 	505	 	 	 	100	%	 	 	400	 	 	 	505	 	 	 	1,925,191	 	
Texas City Power Plant(3)	 	 	TX	 	 	 	Natural Gas	 	 	 	400	 	 	 	453	 	 	 	100	%	 	 	400	 	 	 	453	 	 	 	1,292,107	 	
Clear Lake Power Plant(3)	 	 	TX	 	 	 	Natural Gas	 	 	 	344	 	 	 	400	 	 	 	100	%	 	 	344	 	 	 	400	 	 	 	256,514	 	
Hidalgo Energy Center	 	 	TX	 	 	 	Natural Gas	 	 	 	475	 	 	 	479	 	 	 	79	%	 	 	373	 	 	 	376	 	 	 	1,925,653	 	
FRCC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Osprey Energy Center	 	 	FL	 	 	 	Natural Gas	 	 	 	537	 	 	 	599	 	 	 	100	%	 	 	537	 	 	 	599	 	 	 	1,953,709	 	
Auburndale Power Plant	 	 	FL	 	 	 	Natural Gas	 	 	 	150	 	 	 	150	 	 	 	100	%	 	 	150	 	 	 	150	 	 	 	645,890	 	
Auburndale Peaking Energy Center	 	 	FL	 	 	 	Natural Gas	 	 	 	—	 	 	 	116	 	 	 	100	%	 	 	—	 	 	 	116	 	 	 	13,552	 	
MRO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Riverside Energy Center	 	 	WI	 	 	 	Natural Gas	 	 	 	518	 	 	 	603	 	 	 	100	%	 	 	518	 	 	 	603	 	 	 	1,092,702	 	
RockGen Energy Center	 	 	WI	 	 	 	Natural Gas	 	 	 	—	 	 	 	460	 	 	 	100	%	 	 	—	 	 	 	460	 	 	 	156,187	 	
Mankato Power Plant	 	 	MN	 	 	 	Natural Gas	 	 	 	280	 	 	 	324	 	 	 	100	%	 	 	280	 	 	 	324	 	 	 	315,080	 	
NPCC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Westbrook Energy Center	 	 	ME	 	 	 	Natural Gas	 	 	 	537	 	 	 	537	 	 	 	100	%	 	 	537	 	 	 	537	 	 	 	3,305,642	 	
Kennedy International Airport Power Plant	 	 	NY	 	 	 	Natural Gas	 	 	 	110	 	 	 	121	 	 	 	100	%	 	 	110	 	 	 	121	 	 	 	637,793	 	
Bethpage Energy Center(3)	 	 	NY	 	 	 	Natural Gas	 	 	 	80	 	 	 	80	 	 	 	100	%	 	 	80	 	 	 	80	 	 	 	495,303	 	
Bethpage Power Plant	 	 	NY	 	 	 	Natural Gas	 	 	 	55	 	 	 	56	 	 	 	100	%	 	 	55	 	 	 	56	 	 	 	72,136	 	
Bethpage Peaker	 	 	NY	 	 	 	Natural Gas	 	 	 	—	 	 	 	48	 	 	 	100	%	 	 	—	 	 	 	48	 	 	 	56,157	 	
Stony Brook Power Plant	 	 	NY	 	 	 	Natural Gas	 	 	 	45	 	 	 	47	 	 	 	100	%	 	 	45	 	 	 	47	 	 	 	297,884	 	
RFC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Zion Energy Center	 	 	IL	 	 	 	Natural Gas	 	 	 	—	 	 	 	546	 	 	 	100	%	 	 	—	 	 	 	546	 	 	 	50,033	 	
Parlin Power Plant(3)	 	 	NJ	 	 	 	Natural Gas	 	 	 	98	 	 	 	118	 	 	 	100	%	 	 	98	 	 	 	118	 	 	 	—	 	
Newark Power Plant(3)	 	 	NJ	 	 	 	Natural Gas	 	 	 	50	 	 	 	56	 	 	 	100	%	 	 	50	 	 	 	56	 	 	 	—	 	
Philadelphia Water Project	 	 	PA	 	 	 	Natural Gas	 	 	 	—	 	 	 	23	 	 	 	83	%	 	 	—	 	 	 	19	 	 	 	—	 	
SERC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Broad River Energy Center	 	 	SC	 	 	 	Natural Gas	 	 	 	—	 	 	 	847	 	 	 	100	%	 	 	—	 	 	 	847	 	 	 	695,389	 	
Morgan Energy Center	 	 	AL	 	 	 	Natural Gas	 	 	 	720	 	 	 	807	 	 	 	100	%	 	 	720	 	 	 	807	 	 	 	2,356,849	 	
Decatur Energy Center	 	 	AL	 	 	 	Natural Gas	 	 	 	734	 	 	 	792	 	 	 	100	%	 	 	734	 	 	 	792	 	 	 	2,031,502	 	
Acadia Energy Center(3)	 	 	LA	 	 	 	Natural Gas	 	 	 	1,092	 	 	 	1,212	 	 	 	50	%	 	 	546	 	 	 	606	 	 	 	1,355,472	 	
Columbia Energy Center	 	 	SC	 	 	 	Natural Gas	 	 	 	455	 	 	 	606	 	 	 	100	%	 	 	455	 	 	 	606	 	 	 	409,723	 	
Carville Energy Center	 	 	LA	 	 	 	Natural Gas	 	 	 	449	 	 	 	501	 	 	 	100	%	 	 	449	 	 	 	501	 	 	 	1,959,968	 	
Santa Rosa Energy Center(3)	 	 	FL	 	 	 	Natural Gas	 	 	 	250	 	 	 	250	 	 	 	100	%	 	 	250	 	 	 	250	 	 	 	—	 	
Hog Bayou Energy Center(3)	 	 	AL	 	 	 	Natural Gas	 	 	 	235	 	 	 	237	 	 	 	100	%	 	 	235	 	 	 	237	 	 	 	20,081	 	
Pine Bluff Energy Center(3)	 	 	AR	 	 	 	Natural Gas	 	 	 	184	 	 	 	215	 	 	 	100	%	 	 	184	 	 	 	215	 	 	 	1,165,504	 	
SPP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Oneta Energy Center	 	 	OK	 	 	 	Natural Gas	 	 	 	980	 	 	 	1,134	 	 	 	100	%	 	 	980	 	 	 	1,134	 	 	 	1,195,251	 	
Aries Power Plant(3)(4)	 	 	MO	 	 	 	Natural Gas	 	 	 	523	 	 	 	590	 	 	 	100	%	 	 	523	 	 	 	590	 	 	 	142,828	 	
Pryor Power Plant(3)	 	 	OK	 	 	 	Natural Gas	 	 	 	38	 	 	 	90	 	 	 	100	%	 	 	38	 	 	 	90	 	 	 	299,587	 	
WECC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Delta Energy Center	 	 	CA	 	 	 	Natural Gas	 	 	 	818	 	 	 	840	 	 	 	100	%	 	 	818	 	 	 	840	 	 	 	4,976,100	 	
Pastoria Energy Center	 	 	CA	 	 	 	Natural Gas	 	 	 	750	 	 	 	750	 	 	 	100	%	 	 	750	 	 	 	750	 	 	 	4,779,377	 	
Geysers Geothermal (19 plants)	 	 	CA	 	 	 	Geothermal	 	 	 	725	 	 	 	725	 	 	 	100	%	 	 	725	 	 	 	725	 	 	 	6,637,424	 	
Rocky Mountain Energy Center	 	 	CO	 	 	 	Natural Gas	 	 	 	479	 	 	 	621	 	 	 	100	%	 	 	479	 	 	 	621	 	 	 	2,990,655	 	
Hermiston Power Project	 	 	OR	 	 	 	Natural Gas	 	 	 	547	 	 	 	616	 	 	 	100	%	 	 	547	 	 	 	616	 	 	 	2,976,181	 	

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 	 	Country,	 	 	 	 	 	 	 	 	With	 	 	 	 	 	Calpine Net	 	 	Calpine Net	 	 	 	 	
 	 	US State or	 	 	 	 	 	Baseload	 	 	Peaking	 	 	Calpine	 	 	Interest	 	 	Interest with	 	 	2006 Total	 	
 	 	Canadian	 	 	 	 	 	Capacity	 	 	Capacity	 	 	Interest	 	 	Baseload	 	 	Peaking	 	 	MWh(1)	 	
Power Plant(2)	 	Province	 	 	Technology	 	 	(MW)	 	 	(MW)	 	 	Percentage	 	 	(MW)	 	 	(MW)	 	 	Generation	 	
 		
Metcalf Energy Center	 	 	CA	 	 	 	Natural Gas	 	 	 	564	 	 	 	605	 	 	 	100	%	 	 	564	 	 	 	605	 	 	 	2,436,581	 	
Sutter Energy Center	 	 	CA	 	 	 	Natural Gas	 	 	 	542	 	 	 	578	 	 	 	100	%	 	 	542	 	 	 	578	 	 	 	2,140,965	 	
Los Medanos Energy Center	 	 	CA	 	 	 	Natural Gas	 	 	 	512	 	 	 	540	 	 	 	100	%	 	 	512	 	 	 	540	 	 	 	3,026,494	 	
South Point Energy Center	 	 	AZ	 	 	 	Natural Gas	 	 	 	520	 	 	 	520	 	 	 	100	%	 	 	520	 	 	 	520	 	 	 	2,472,536	 	
Blue Spruce Energy Center	 	 	CO	 	 	 	Natural Gas	 	 	 	—	 	 	 	285	 	 	 	100	%	 	 	—	 	 	 	285	 	 	 	229,874	 	
Goldendale Energy Center(4)	 	 	WA	 	 	 	Natural Gas	 	 	 	245	 	 	 	247	 	 	 	100	%	 	 	245	 	 	 	247	 	 	 	1,057,102	 	
Los Esteros Critical Energy Facility	 	 	CA	 	 	 	Natural Gas	 	 	 	—	 	 	 	188	 	 	 	100	%	 	 	—	 	 	 	188	 	 	 	79,402	 	
Gilroy Energy Center	 	 	CA	 	 	 	Natural Gas	 	 	 	—	 	 	 	135	 	 	 	100	%	 	 	—	 	 	 	135	 	 	 	113,068	 	
Gilroy Cogeneration Plant	 	 	CA	 	 	 	Natural Gas	 	 	 	117	 	 	 	128	 	 	 	100	%	 	 	117	 	 	 	128	 	 	 	53,923	 	
King City Cogeneration Plant	 	 	CA	 	 	 	Natural Gas	 	 	 	120	 	 	 	120	 	 	 	100	%	 	 	120	 	 	 	120	 	 	 	791,425	 	
Pittsburg Power Plant	 	 	CA	 	 	 	Natural Gas	 	 	 	64	 	 	 	64	 	 	 	100	%	 	 	64	 	 	 	64	 	 	 	166,277	 	
Greenleaf 1 Power Plant	 	 	CA	 	 	 	Natural Gas	 	 	 	50	 	 	 	50	 	 	 	100	%	 	 	50	 	 	 	50	 	 	 	299,828	 	
Greenleaf 2 Power Plant	 	 	CA	 	 	 	Natural Gas	 	 	 	49	 	 	 	49	 	 	 	100	%	 	 	49	 	 	 	49	 	 	 	163,354	 	
Wolfskill Energy Center	 	 	CA	 	 	 	Natural Gas	 	 	 	—	 	 	 	48	 	 	 	100	%	 	 	—	 	 	 	48	 	 	 	17,362	 	
Yuba City Energy Center	 	 	CA	 	 	 	Natural Gas	 	 	 	—	 	 	 	47	 	 	 	100	%	 	 	—	 	 	 	47	 	 	 	23,108	 	
Feather River Energy Center	 	 	CA	 	 	 	Natural Gas	 	 	 	—	 	 	 	47	 	 	 	100	%	 	 	—	 	 	 	47	 	 	 	16,498	 	
Creed Energy Center	 	 	CA	 	 	 	Natural Gas	 	 	 	—	 	 	 	47	 	 	 	100	%	 	 	—	 	 	 	47	 	 	 	11,616	 	
Lambie Energy Center	 	 	CA	 	 	 	Natural Gas	 	 	 	—	 	 	 	47	 	 	 	100	%	 	 	—	 	 	 	47	 	 	 	12,587	 	
Goose Haven Energy Center	 	 	CA	 	 	 	Natural Gas	 	 	 	—	 	 	 	47	 	 	 	100	%	 	 	—	 	 	 	47	 	 	 	12,047	 	
Riverview Energy Center	 	 	CA	 	 	 	Natural Gas	 	 	 	—	 	 	 	47	 	 	 	100	%	 	 	—	 	 	 	47	 	 	 	18,351	 	
King City Peaking Energy Center	 	 	CA	 	 	 	Natural Gas	 	 	 	—	 	 	 	45	 	 	 	100	%	 	 	—	 	 	 	45	 	 	 	16,481	 	
Watsonville (Monterey) Cogeneration Plant	 	 	CA	 	 	 	Natural Gas	 	 	 	29	 	 	 	29	 	 	 	100	%	 	 	29	 	 	 	29	 	 	 	140,072	 	
Agnews Power Plant	 	 	CA	 	 	 	Natural Gas	 	 	 	28	 	 	 	28	 	 	 	100	%	 	 	28	 	 	 	28	 	 	 	194,976	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total operating power plants (85)	 	 	 	 	 	 	 	 	 	 	20,812	 	 	 	26,035	 	 	 	 	 	 	 	20,164	 	 	 	25,322	 	 	 	84,762,834	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Projects Under Active Construction	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Otay Mesa Energy Center	 	 	CA	 	 	 	Natural Gas	 	 	 	510	 	 	 	593	 	 	 	100	%	 	 	510	 	 	 	593	 	 	 	 	 	
Freeport Energy Center	 	 	TX	 	 	 	Natural Gas	 	 	 	210	 	 	 	236	 	 	 	100	%	 	 	210	 	 	 	236	 	 	 	 	 	
Greenfield Energy Centre	 	 	ON	 	 	 	Natural Gas	 	 	 	775	 	 	 	1,005	 	 	 	50	%	 	 	388	 	 	 	503	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total projects under active construction(3)	 	 	 	 	 	 	 	 	 	 	1,495	 	 	 	1,834	 	 	 	 	 	 	 	1,108	 	 	 	1,332	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total operating and under construction power plants	 	 	 	 	 	 	 	 	 	 	22,307	 	 	 	27,869	 	 	 	 	 	 	 	21,272	 	 	 	26,654	 	 	 	 	 	

 

			
(1)		Generation MWh is shown here as 100% of each plant’s gross generation in MWh.	
 		
(2)		The Canadian natural gas-fired plants listed below were deconsolidated as of December 31, 2005 (see Note 2 of the Notes to Consolidated Financial Statements), and are not included in the table above:	

Calgary Energy Centre	 	 	AB	 	 	 	252	 	 	 	286	 	 	 	30	%	 	 	76	 	 	 	86	 	 	 	1,018,098	 	
Island Cogeneration	 	 	BC	 	 	 	219	 	 	 	250	 	 	 	30	%	 	 	66	 	 	 	75	 	 	 	1,172,985	 	
Whitby Cogeneration	 	 	ON	 	 	 	50	 	 	 	50	 	 	 	15	%	 	 	8	 	 	 	8	 	 	 	353,644	 	

			
(3)		These plants have been identified as designated projects. See “Overview — Restructuring” above for further discussion.	
 		
(4)		These plants were sold subsequent to December 31, 2006.	
 
Projects Under Active Construction (All Gas-Fired) at December 31, 2006
 
The development and construction of power generation projects involves numerous elements, including evaluating and selecting development opportunities, designing and engineering the project, obtaining PPAs in some cases, acquiring necessary land rights, permits and fuel resources, obtaining financing, procuring equipment and managing construction. We intend to focus on completing the projects discussed below that are already in
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construction, while construction on certain other projects may remain in suspension or the projects may be sold. We generally do not expect to start development or construction on new projects at least until after we have developed our plan of reorganization; however, in certain cases exceptions may be made if power contracts and financing are available and attractive returns are expected.
 
Otay Mesa Energy Center.   In July 2001, we acquired OMEC and the associated development rights including a license permitting construction of the plant from the CEC. Site preparation activities for this 593-MW facility, located in southern San Diego County, California began in 2001. In February 2004, we signed a ten-year PPA with SDG&E for delivery of up to 615 MW of capacity and energy beginning January 1, 2008. In February 2006, SDG&E notified us that it was terminating the original PPA, and at that time we began negotiations regarding the reinstatement of the PPA with certain modifications. In October 2006, we entered into a PPA Reinstatement Agreement and an Amended and Restated PPA with SDG&E. Power deliveries under the contract are now scheduled to begin on May 1, 2009. At the end of the ten-year PPA term, OMEC has an option to require SDG&E to purchase the plant and SDG&E has an option to require OMEC to sell the plant to SDG&E. Construction of this facility has proceeded only gradually while we have sought certain regulatory approvals and, more recently, as a result of the negotiations with SDG&E.
 
Freeport Energy Center.   In May 2004, we announced plans to build and own a 236-MW, natural gas-fired cogeneration power plant in Freeport, Texas. Under a 25-year agreement, nominally 186 MW of electricity and 1,000,000 pounds per hour of steam generated at the facility will be sold to Dow Chemical Co. in Freeport, Texas. Dow Chemical Co. will operate this facility. Construction of the facility began in June 2004. Commercial operations commenced in multiple phases, with the first phases completed in January 2006 and the last phase in early 2007.
 
Greenfield Energy Centre.   In April 2005, we announced, together with Mitsui, an intention to build, own and operate a 1,005-MW, natural gas-fired power plant located in Ontario, Canada. The facility will deliver electricity to the OPA under a 20-year PPA. We contributed three combustion turbines, three combustion generators, one steam turbine generator, and cash to the project, giving us a 50% interest in the facility. Mitsui owns the remaining 50% interest. Construction began in November 2005, and commercial operation is expected to occur in the first quarter of 2008.
 
Projects Under Active Development at December 31, 2006
 
Russell City Energy Center.   A proposed 600-MW, natural gas-fired power plant to be located in Hayward, California, the Russell City Energy Center will deliver its full output to PG&E under a PPA which was executed in December 2006 and approved by the CPUC in January 2007. In September 2006, we sold a 35% equity interest in the project to ASC for approximately $44 million and ASC’s obligation to post a $37 million letter of credit. We own the remaining 65% interest. ASC’s equity will be applied toward completion of development and construction of the power plant, and ASC will also provide related credit support for the project. Construction is scheduled to begin in the spring of 2008, and commercial operation is expected to occur in June 2010.
 
GOVERNMENT REGULATION
 
We are subject to complex and stringent energy, environmental and other governmental laws and regulations at the federal, state and local levels in connection with the development, ownership and operation of our energy generation facilities and in connection with the purchase and sale of electricity and natural gas. Federal laws and regulations govern, among other things, transactions by electric and gas companies, the ownership of these facilities and access to and service on the electric transmission grid and natural gas pipelines.
 
There have been a number of federal and state legislative and regulatory actions that have recently changed, and will continue to change, how our business is regulated. Such changes could adversely affect our existing business.
 
Federal Regulation of Electricity
 
Electric utilities have been highly regulated by the federal government since the 1930s, principally under the FPA and PUHCA 1935. These statutes have been amended and supplemented by subsequent legislation, including the PURPA, the EPAct 1992 and the EPAct 2005. Over the past year, many of the changes made by EPAct 2005 have

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been implemented or are currently in the process of being implemented through new FERC regulations. These particular statutes and regulations are discussed in more detail below.
 
FERC Jurisdiction
 
The FPA grants the federal government broad authority over electric utilities and IPPs, and vests its authority in FERC. Unless otherwise exempt, any person that owns or operates facilities used for the wholesale sale or transmission of electricity in interstate commerce is a public utility subject to FERC’s jurisdiction. FERC governs, among other things, the disposition of certain utility property, the issuance of securities by public utilities, the rates, terms and conditions for the transmission or wholesale sale of electric energy in interstate commerce, interlocking directorates and the uniform system of accounts and reporting requirements for public utilities.
 
The majority of our generating projects are subject to FERC’s jurisdiction, but some qualify for available exemptions. FERC’s jurisdiction over EWGs under the FPA applies to the majority of our generating projects because they are EWGs or are owned by EWGs, except our EWGs located in ERCOT. Facilities located in ERCOT are exempt from many FERC regulations under the FPA. Many of the generating facilities in which we own an interest that are not EWGs are operated as QFs under PURPA. Several of our affiliates have been granted authority to engage in sales at market-based rates and blanket authority to issue securities, and have also been granted certain waivers of FERC reporting and accounting regulations available to non-traditional public utilities; however, we cannot assure that such authorities or waivers will not be revoked for these affiliates or will be granted in the future to other affiliates.
 
FERC Regulation of Market-Based Rates
 
Under the FPA and FERC’s regulations, the wholesale sale of power at market-based or cost-based rates requires that the seller have authorization issued by FERC to sell power at wholesale pursuant to a FERC-accepted rate schedule. FERC grants market-based rate authorization based on several criteria, including a showing that the seller and its affiliates lack market power in generation and transmission, that the seller and its affiliates cannot erect other barriers to market entry and that there is no opportunity for abusive transactions involving regulated affiliates of the seller. All of our affiliates that own domestic power plants (except for some of those power plants that are QFs under PURPA, or those that are located in ERCOT), as well as our power marketing companies (MBR Companies), are currently authorized by FERC to make wholesale sales of power at market-based rates. This authorization could possibly be revoked for any of our MBR Companies, if they fail to continue to satisfy FERC’s current or future criteria, or if FERC eliminates or restricts the ability of wholesale sellers of power to make sales at market based rates.
 
FERC’s regulations specifically prohibit the manipulation of the electric energy markets by making it unlawful for any entity, in connection with the purchase or sale of electricity, or the purchase or sale of electric transmission service under FERC’s jurisdiction, to engage in fraudulent or deceptive practices.
 
To ward against market manipulation, FERC requires us and other sellers making sales pursuant to their market-based rate authority to file certain reports, including quarterly reports of contract and transaction data, notices of any change in status and triennial updated market power analyses. If a seller does not timely file these reports or notices, FERC can revoke the seller’s market-based rate authority. FERC’s regulations also contain four market behavior rules that apply to sellers with market-based rate authority. These rules address such matters as compliance with organized RTO or ISO market rules, communication of accurate information, price reporting to publishers of electricity or natural gas price indices and record retention. Failure to comply with these regulations can lead to sanctions by FERC, including penalties and suspension or revocation of market-based rate authority.
 
FERC Regulation of Transfers of Jurisdictional Facilities
 
Dispositions of our jurisdictional facilities or certain types of financing arrangements may require prior FERC approval, which could result in revised terms or impose additional costs, or cause a transaction to be delayed or terminated. Pursuant to Section 203 of the FPA, as amended by EPAct 2005, a public utility must obtain authorization from FERC before the public utility is permitted to: sell, lease or dispose of FERC-jurisdictional facilities with a value in excess of $10 million; merge or consolidate facilities with those of another entity; or acquire any security or securities with a value in excess of $10 million issued by another public utility. FERC’s prior

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approval is also required for transactions involving certain transfers of existing generation facilities and certain holding companies’ acquisitions of facilities with a value in excess of $10 million. FERC’s regulations implementing Section 203 provide blanket authorizations for certain types of transactions, including acquisitions by holding companies that are holding companies solely due to their ownership, directly or indirectly, of one or more QFs, EWGs and FUCOs, of the securities of additional QFs, EWGs and FUCOs without FERC prior approval.
 
FERC Regulation of Open Access Electric Transmission
 
We do not own transmission facilities and are therefore dependent on the use of others’ transmission facilities to reach our customers. FERC’s Order Nos. 888 and 889 require the adoption of FERC’s pro forma Open Access Transmission Tariff establishing terms of non-discriminatory transmission service. Many non-jurisdictional transmission owners also voluntarily provide open access to their transmission systems through reciprocity provisions. Order No. 889 requires transmission-owning utilities to provide the public with an electronic system for buying and selling transmission capacity in transactions with the utilities and abide by specific standards of conduct when using their transmission systems to make wholesale sales of power.
 
FERC recently issued a final rule, Order No. 890, which revises its open access rules under the Order No. 888 pro forma Open Access Transmission Tariff to reflect FERC’s and the electric utility industry’s experience with open access transmission over the last decade. We do not know at this time what impact this final rule will have on our business.
 
In addition to FERC’s Open Access efforts under Order Nos. 888, 889 and 890, our business may be affected by a variety of other FERC policies and proposals, such as the voluntary formation of RTOs. FERC’s policies and proposals will continue to evolve, and FERC may amend or revise them, or may introduce new policies or proposals in the future. The impact of such policies and proposals on our business is uncertain and cannot be predicted at this time.
 
FERC Regulation of Books and Records
 
Under PUHCA 2005, which was promulgated in EPAct 2005 and supersedes PUHCA 1935 effective as of February 8, 2006, FERC has the right to review books and records of “holding companies,” as defined in PUHCA 2005, that are determined by FERC to be relevant to the companies’ respective FERC-jurisdictional rates. We are considered a holding company, as defined in PUHCA 2005, by virtue of our control of the outstanding voting securities of our subsidiaries that own or operate facilities used for the generation of electric energy for sale or that are themselves holding companies. However, we are exempt from FERC’s inspection rights pursuant to one of the limited exemptions under PUHCA 2005 because we are a holding company due solely to our owning one or more QFs, EWG and FUCOs.
 
Similarly, EPAct 2005 also subjects “holding companies” and “associate companies” within a “holding company system” each as defined in EPAct 2005, other than holding companies that are holding companies due solely to their owning one or more QFs, to certain state commission rights of access to certain of the companies’ books and records if the state commission has jurisdiction to regulate a “public-utility company,” as defined in EPAct 2005, within that holding company system. We cannot predict what effect this part of EPAct 2005 and state regulations implementing it may have on our business. However, section 201(g) of the FPA already provides state commissions with access to books and records of certain electric utility companies subject to the state commission’s regulatory authority, EWGs that sell power to such electric utility companies, and any electric utility company, or holding company thereof, which is an associate company or affiliate of such EWGs. If any single Calpine entity were not a QF, EWG or FUCO, then we and our holding company subsidiaries would be subject to the books and records access requirement.
 
FERC Regulation of Qualifying Facilities
 
PURPA, prior to its amendment by EPAct 2005, and the new regulations adopted by FERC, provided certain incentives for electric generators whose projects satisfy FERC’s criteria for QF status. As recognized under FERC’s regulations, most QF generators were exempt from regulation under PUHCA 1935, most provisions of the FPA and most state laws and regulations.

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To be a QF, a cogeneration facility must produce electricity and useful thermal energy for an industrial or commercial process or heating or cooling applications in certain proportions to the facility’s total energy output, and must meet certain efficiency standards. A geothermal small power production facility may qualify as a QF if, in most cases, its generating capability does not exceed 80 MW. Finally, PURPA required that no more than 50% of the equity of a QF could be owned by one or more electric utilities or their affiliates.
 
EPAct 2005 and FERC’s implementing regulations have eliminated certain benefits of QF status. FERC has eliminated the exemption from sections 205 and 206 of the FPA for a QF’s wholesale sales of power made at market-based rates. Under FERC’s new regulations, our QFs have obtained or will have to obtain market-based rate authorization for wholesale sales that are made pursuant to a contract executed after March 17, 2006, and not under a state regulatory authority’s implementation of section 210 of PURPA. In addition, new cogeneration QFs desiring to avail themselves of a utility’s mandatory purchase obligations (if any) will be required to demonstrate that their thermal, chemical, electrical and mechanical output will be used primarily for industrial, commercial, residential or institutional purposes.
 
EPAct 2005 also amends PURPA to eliminate, on a prospective basis, the mandatory obligation of an electric utility to purchase power from QFs at the utility’s avoided cost, to the extent FERC determines that such QFs have access to a competitive wholesale electricity market. This amendment does not change a utility’s obligation to purchase power at the rates and terms in pre-existing QF PPAs. On October 20, 2006, FERC issued a final rule to implement this provision from EPAct 2005. The order establishes a rebuttable presumption that any utility located in MISO, PJM, NE-ISO, NYISO or ERCOT will be relieved from the must-buy requirement with respect to QFs larger than 20 MW. With respect to other markets, and with respect to all QFs 20 MW or smaller, the utility bears the burden of showing that it qualifies for relief from the must-buy requirement. Any electric utility seeking relief from the must-buy requirement, regardless of location, must apply to FERC for relief. We cannot predict at this time what impact this rule will have on our business.
 
While we cannot predict what effect other provisions of EPAct 2005 and FERC’s regulations implementing them may have on our business at this time, we believe that each of the facilities in which we own an interest and which operates as a QF meets the current requirements for QF status. Certain factors necessary to maintain QF status are, however, subject to the risk of events outside our control. For example, some of our facilities have temporarily been rendered incapable of meeting such requirements due to the loss of a thermal energy customer and we have obtained limited waivers (for up to two years) of the applicable QF requirements from FERC. We cannot provide assurance that such waivers will in every case be granted.
 
Additional Provisions of EPAct 2005
 
EPAct 2005 enhanced FERC’s enforcement authorities by: (i) expanding FERC’s civil penalty authority to cover violations of any provision of Part II of the FPA, as well as any rule or order issued thereunder; (ii) establishing the maximum civil penalty FERC may assess under the NGA or Part II of the FPA as $1,000,000 per violation for each day that the violation continues and (iii) expanding the scope of the criminal provisions of the FPA by increasing the maximum fines and increasing the maximum imprisonment time. Accordingly, in the future, violations of the FPA and FERC’s regulations could potentially have more serious consequences than in the past.
 
Regional Regulation
 
The following summaries of the regional rules and regulations affecting our business focus on the Western and ERCOT regions because these are the regions in which we have the most significant portfolios of assets. While we provide a brief overview of the primary regional rules and regulations affecting our facilities located in other regions of the country, we do not provide an in-depth discussion of these rules and regulations because our asset portfolio in those regions is not significant. All facility and MW data is reported as of December 31, 2006.
 
Western Region
 
Our subsidiaries own 47 generating facilities (including one facility under construction) with the capacity to generate a total of 8,086 net MW in the WECC region, which extends from the Rocky Mountains westward. The

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majority of these facilities are located in California, in the CAISO control area. We also own generating facilities in Arizona, Colorado, Oregon and Washington.
 
While CAISO manages the transmission lines, the transmission lines themselves are owned by individual utilities such as PG&E and Southern California Edison Company. CAISO is responsible for ensuring the safe and reliable operation of the transmission grid within California and providing open, nondiscriminatory transmission services. Pursuant to a FERC-approved tariff, CAISO has certain abilities to impose penalties on market participants for violations of its rules. CAISO maintains various markets for wholesale sales of electricity, differentiated by time and type of electrical service, into which our subsidiaries may sell electricity from time to time. These markets are subject to various controls, such as price caps and mitigation of bids when reference prices are exceeded. The controls and the markets themselves are subject to regulatory change at any time.
 
On September 21, 2006, FERC issued an order approving the CAISO’s MRTU proposal. The MRTU is a comprehensive redesign of all CAISO operations currently slated to go into effect March 2008. Under MRTU, the CAISO will run a new integrated day-ahead market for energy and ancillary services as well as a real-time market and an hour-ahead scheduling protocol. The energy market will change from a zonal to a nodal market. The primary features of a nodal market include a centralized, day-ahead market for energy, nodal transmission congestion management model that results in locational marginal pricing at each generation location, financial congestion hedging instruments and centralized day-ahead commitment process. Given the comprehensiveness of the market design, with features that may prove to be both positive and negative for energy sellers, we cannot predict at this time what impact MRTU will have on our business.
 
Our plants located outside of California either sell power into the markets administered by CAISO or sell power through bilateral transactions outside CAISO. Those transactions occurring outside CAISO are subject to FERC regulation and oversight, but they are not subject to CAISO rules and regulations.
 
Texas Region
 
Our subsidiaries own 12 natural gas-fired generating facilities (including one facility under construction as of December 31, 2006) in the Texas region with the total capacity to generate 7,510 net MW, all of which are physically located in the ERCOT market. ERCOT is an ISO that manages approximately 85% of Texas’ power market and an electric grid covering about 75% of the state, overseeing transactions associated with Texas’ competitive wholesale and retail electric market. The remainder of the Texas market is part of SPP, SERC and WECC. FERC does not regulate wholesale sales of power in ERCOT. ERCOT is largely a bilateral wholesale power market, which allows buyers and sellers to competitively negotiate contracts for energy, capacity and ancillary services. ERCOT meets its system needs by using ancillary service capacity and running a balancing energy service. Balancing energy services procured by ERCOT generally comprise about 5% of the daily power market. ERCOT manages transmission congestion with zonal and intra-zonal type arrangements. The PUCT has approved a new nodal market design, which features locational marginal pricing for the ERCOT market. The new nodal market will allow ERCOT to perform centralized day-ahead unit commitment and economic dispatch processes based on bid prices. The nodal market design is scheduled for full implementation by mid-December 2008, but given this is a significant change in market design, a later implementation date is not inconceivable. Given the long-lead time to implement nodal pricing in ERCOT, which may include market rule changes not known at this time, we cannot predict the impact on our business.
 
The PUCT exercises regulatory jurisdiction over the rates and services of any electric utility conducting business within Texas. Our subsidiaries that own facilities in Texas have power generation company status at the PUCT and are either EWGs or QFs and are exempt from PUCT rate regulation. The PUCT recently adopted a wholesale market enforcement rule and rules regarding wholesale electric market power and resource adequacy in the ERCOT power region, including an increase in the offer cap for energy purchased by ERCOT to balance load and generation resources and maintain system frequency. The new resource adequacy rule establishes an energy-only model rather than the capacity-based resource adequacy model more common among RTOs or ISOs in the Eastern Interconnect. The current offer cap is scheduled to incrementally increase over the next several years. Under certain market conditions, the offer cap could be lowered below the current cap. Our subsidiaries are subject to the

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recently adopted price caps, but only as it applies to sales of such energy services to ERCOT. At this time, we cannot accurately predict the impact of these new rules on the ERCOT market or on our business.
 
Northeast Region
 
New York and the Northeast regions are part of the NPCC NERC region, in which we have a total of seven natural-gas powered generating facilities (including one under construction in Ontario, Canada) with the capacity to generate a total of 1,392 MW. We have five generating plants in New York. NYISO manages the transmission system in New York and operates the state’s wholesale electricity markets. NYISO manages both day-ahead and real time energy markets using a zonal locational based marginal pricing mechanism that pays each generator the marginally accepted bid price for the energy it produces and delivers within a specified zone. NYISO currently has a bid cap for energy in New York which is expected to continue for the immediate future, and a different bid cap for installed capacity in New York City.
 
We have one plant in the Northeast region. ISO New England is the RTO for Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont. ISO NE has broad authority over the day-to-day operation of the transmission system and operates a day-ahead and real time wholesale energy market.
 
Mid-Atlantic Region
 
Three of our facilities, with the capacity to generate a total of 253 MW (in which our net interest is 193.1 MW) sell into and purchase power from the markets operated by PJM, which is located in the RFC NERC region. We have access to the PJM transmission system pursuant to PJM’s Open Access Transmission Tariff. PJM operates the PJM Interchange Energy Market, which is the region’s spot market for wholesale electricity, provides ancillary services for its transmission customers, performs transmission planning for the region and dispatches generators accordingly. PJM administers day-ahead and real-time marginal cost clearing price markets and calculates electricity prices based on a locational marginal pricing model.
 
On August 31, 2005, PJM filed its RPM with FERC. This proposal is intended to replace its current capacity market rules. The new RPM proposal would provide for establishment of locational deliverability zones for capacity phased in over a several year period beginning on June 1, 2007. On December 22, 2006, FERC approved RPM. RPM is expected to increase opportunities for generators to receive more revenues for their capacity.
 
PJM and the MISO have been directed by FERC to establish a common and seamless market, an effort that is largely dependent upon the MISO’s ability first to establish and operate its markets. The development of a joint market is contingent on the approval of the internal costs to both entities to develop and operate the infrastructure necessary for joint operations. It is unclear at this time if either the respective entities or FERC will approve such costs to achieve a common and seamless market.
 
Midwest Region
 
We have four natural gas-fired plants with the capacity to generate a total of 1,933 MW operating within the MISO market, in which one is located in the RFC and three are located in the MRO NERC regions. MISO is a FERC approved RTO that provides independent administration of the electric power grid. MISO is a competitive wholesale market that features a nodal market with real-time and day-ahead markets as well as a Firm Transmission Rights market. MISO, by default, has an energy-only based resource adequacy model, but it is considering a capacity-based resource adequacy model similar to those found in northeastern markets.
 
We have three natural gas-fired plants with the capacity to generate a total of 1,814 MW operating in the SPP footprint. SPP is an RTO approved by FERC that provides independent administration of the electric power grid. SPP is a competitive wholesale market that features a nodal market with a real-time market, but it does not have a capacity market. An energy imbalance service market began on February 1, 2007.
 
Southeast Region
 
We have 12 natural gas-fired plants with the capacity to generate a total of 6,332 MW (in which our net interest is 5,726 MW) operating in the SERC and the FRCC NERC regions. Opportunities to negotiate bilateral, individual

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contracts and long-term transactions with investor owned utilities, municipalities and cooperatives exist within these footprints. In addition to entering into bilateral transactions, there is a limited opportunity to capture option value in the short-term market. In the Entergy sub-region, SPP has been designated as the ICT, which is under development. In this capacity, the ICT provides oversight of the Entergy transmission system. Also under development is a WPP, which will result in a formal process by which Entergy will procure competitive wholesale power. At this time, we cannot accurately predict the impact of the ICT or the WPP on our business.
 
Federal Regulation of Transportation and Sale of Natural Gas
 
Because the majority of our electric generating capacity is derived from natural gas-burning facilities, we are broadly impacted by federal regulation of natural gas transportation. Furthermore, our two natural gas transportation pipelines in Texas are subject to FERC regulation. Under the NGA, the NGPA and the Outer Continental Shelf Lands Act, FERC is authorized to regulate pipeline, storage and liquefied natural gas facility construction; the transportation of natural gas in interstate commerce; the abandonment of facilities; and the rates for services.
 
The cost of natural gas is ordinarily the largest operational expense of a gas-fired project and is critical to the project’s economics. The risks associated with using natural gas can include the need to arrange gathering, processing, extraction, blending and storage, as well as transportation of the gas from great distances, including obtaining removal, export and import authority if the gas is imported from a foreign country; the possibility of interruption of the gas supply or transportation (depending on the quality of the gas reserves purchased or dedicated to the project, the financial and operating strength of the gas supplier, whether firm or non-firm transportation is purchased and the operations of the gas pipeline); regulatory diversion; and obligations to take a minimum quantity of gas and pay for it (i.e., take-and-pay obligations). The use of pipelines for delivery of natural gas has proven to be an efficient and reliable method of meeting customers’ fuel needs with a low risk of supply interruption.
 
State Energy Regulation
 
State PUCs have historically had broad authority to regulate both the rates charged by, and the financial activities of, electric utilities operating in their states and to promulgate regulation for implementation of PURPA. Since a PPA becomes a part of a utility’s cost structure (generally reflected in its retail rates), PPAs with independent electricity producers, such as EWGs, are potentially under the regulatory purview of PUCs and in particular the process by which the utility has entered into the PPAs. A PUC is generally inclined to authorize the purchasing utility to pass through to the utility’s retail customers the expenses associated with a PPA with an independent power producer, although there may be circumstances when it would disallow full cost recovery. Because all of our affiliates are either QFs or EWGs, none of our affiliates are currently subject to direct rate regulation by a state PUC. However, states may also assert jurisdiction over the siting and construction of electricity generating facilities including QFs and EWGs and, with the exception of QFs, over the issuance of securities and the sale or other transfer of assets by these facilities. In California, for example, the PUC was required by statute to adopt and enforce maintenance and operation standards for generating facilities “located in the state,” including EWGs but excluding QFs, for the purpose of ensuring their reliable operation. As the owner and operator of generating facilities in California, our subsidiaries are subject to the generation facilities maintenance and operation standards and the general duty standards that are enforced by the CPUC.
 
State PUCs also have jurisdiction over the transportation of natural gas by LDCs as well as their rates. Each state’s regulatory laws are somewhat different; however, all generally require the LDC to obtain approval from the PUC for the construction of facilities and transportation services if the LDC’s generally applicable tariffs do not cover the proposed transaction. In addition, PUC regulations can establish the priority of curtailment of gas deliveries when gas supply is scarce. We own and operate certain pipeline assets in certain states where we have plants. LNG deliveries into the LDC pipeline system could impact plant operations and the ability to meet emission limits unless appropriate gas specifications are implemented.
 
In addition, our Texas pipelines are subject to regulation as gas utilities by the Railroad Commission of Texas for rates and services.

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Environmental Regulations
 
Our facilities and equipment necessary to support them are subject to extensive federal, state and local laws and regulations adopted for the protection of the environment and to regulate land use. The laws and regulations applicable to us primarily involve the discharge of emissions into the water and air and the use of water, but can also include wetlands preservation, endangered species, hazardous materials handling and disposal, waste disposal and noise regulations. Noncompliance with environmental laws and regulations can result in the imposition of civil or criminal fines or penalties. In some instances, environmental laws also may impose clean-up or other remedial obligations in the event of a release of pollutants or contaminants into the environment. The following federal laws are among the more significant environmental laws that apply to us. In most cases, analogous state laws also exist that may impose similar and, in some cases, more stringent requirements on us than those discussed below. Our general position with respect to these laws attempts to take advantage of our relatively clean portfolio of power plants as compared to our larger competitors.
 
Climate Change Legislation
 
Our emissions of CO 2 amounted to over 35 million tons in 2005. Although there are no laws regulating GHG emissions, there has been increased attention to climate change in the U.S. Several bills to regulate GHG from the electricity section were introduced in the U.S. House of Representatives and the Senate in 2006, and more are expected in 2007, making climate change initiatives an emerging priority on the environmental legislative and regulatory front. Therefore, regulation of GHGs could have a material impact on the conduct of our business. We are actively participating in the debates surrounding federal regulation of GHG emissions from the electric generating sector in an attempt to minimize future impacts to our business.
 
Supreme Court Case Regarding Regulation of GHG
 
Twelve states and various environmental groups filed suit against the EPA in Commonwealth of Massachusetts v. EPA seeking confirmation that the EPA has an existing obligation to regulate GHGs, under the CAA. The EPA refused to regulate GHG emissions from motor vehicles on the basis that the CAA did not require regulation of GHGs, including carbon dioxide, as pollutants. In July 2005, the U.S. Court of Appeals for the District of Columbia Circuit supported the EPA’s position.
 
After a series of appeals, the U.S. Supreme Court agreed in March 2006 to consider the case. We submitted a brief of amicus curiae in support of the plaintiffs’ case, and oral arguments were made before the U.S. Supreme Court in November 2006. Although the U.S. Supreme Court has not yet rendered a decision on the matter, the outcome of this (and similar) suits could affect the overall regulation of GHGs under the CAA.
 
Climate Change — Regional Activities
 
Although standards have not been developed at the national level, several states and regional organizations are developing, or already have developed, state-specific or regional legislative initiatives to reduce GHG emissions through mandatory programs. The two most advanced programs relate to climate change regulation in California and actions taken by a coalition of northeast states. The evolution of these programs could have a material impact on our business. However, we believe we will face a lower compliance burden than some competitors due to the relatively low GHG emission rates of our fleet.
 
In California, AB 32 and SB 1368 were signed into law in September 2006. AB 32 creates a statewide cap on GHG emissions and requires that the state return to 1990 emission levels by 2020; implementation is slated to begin by January 1, 2010. SB 1368 requires GHG emissions performance standard for long-term procurement of electricity, which would apply to all load-serving entities in the state by mid-2007.
 
Beginning in 2009, nine northeast and mid-Atlantic states will launch RGGI which will affect our facilities in Maine, New York and New Jersey. RGGI will cap CO 2 emissions at current levels, through 2015, and the cap will decrease annually by 2.5% until 2019, when the total RGGI cap will be reduced by 10% compared to the initial cap level. Each participating state will receive a share of the total RGGI cap, and decisions on how the allowances will be distributed will be made by each state. However, RGGI requires that at least 25% of the state allocations be set

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aside for public purposes, which are expected to be distributed through auctions instead of direct allocations to affected generators.
 
State-level implementation of RGGI is in process, but some states — including New York — have expressed interest in pursuing an auction process to distribute all allowances, which would require fossil fuel-fired generating units to purchase allowances on the open market.
 
Clean Air Act
 
The Clean Air Act provides for the regulation of air quality and air emissions, largely through state implementation of federal requirements. In 1990, Congress amended CAA to specifically provide for acid deposition control through the regulation of NOx and SO 2 emissions from electric generating units. We believe that all of our operating plants and relevant oil and gas-related facilities are in compliance with federal performance standards mandated under CAA as amended.
 
Acid Rain Program
 
As a result of the 1990 CAA amendments, the EPA established a cap and trade program for SO 2 emissions from electric generating units throughout the U.S. Under this program, a permanent ceiling (or cap) was set of 8.95 million allowances for total annual SO 2 allowance allocations to power generators. Each allowance permits a unit to emit one ton of SO 2 during or after a specified year, and allowances may be bought, sold or banked. All but a small percentage of allowances were allocated to electric generating units placed into service before 1990. None of our facilities received an allocation, so we must purchase allowances to cover all SO 2 emissions from our affected facilities and satisfy our compliance obligations. Since our entire fleet emits about 200 tons of SO 2 per year, we believe that our compliance expense for this program will be relatively insignificant compared to many of our competitors.
 
NOx SIP Call
 
In response to concerns about interstate contributions to ozone concentrations above the NAAQS, the EPA promulgated regulations establishing a cap and trade program for NOx emissions from electric generating and industrial steam generating units in most of the eastern U.S. in May 2004. Under these regulations, the EPA set a NOx emissions cap for each state and each affected unit receives NOx emissions allowances through allocation mechanisms that vary by state. Emission compliance obligations apply during the ozone season, which extends from May through September. If an affected unit exceeds its allocated allowances, it must purchase additional allowances to resolve the shortfall.
 
We own and operate numerous facilities that are affected by this program. To date, NOx allowance allocations have been sufficient to cover all emissions and we have sold some surplus allowances for a small profit. We believe that the relatively low NOx emission rate of our fleet in general keeps our compliance costs for this program lower than those of many of our competitors.
 
Clean Air Interstate Rule
 
CAIR is intended to reduce SO 2 and NOx emissions in 29 eastern states and the District of Columbia and address transport of pollutants that contribute to nonattainment of NAAQS for fine particulate matter and ozone. The rule includes both seasonal and annual NOx control programs as well as an annual SO 2 control program. A significant portion of our generating fleet will be subject to these programs.
 
The compliance deadline for Phase I of the NOx control program becomes effective in 2009 and the SO 2 control program becomes effective in 2010, with the final compliance phase for both beginning in 2015. With respect to SO 2 emissions, CAIR relies largely upon the cap and trade mechanism established under the EPA’s acid rain program discussed above and compliance with CAIR will be demonstrated through the use of SO 2 allowances issued under the EPA’s acid rain program. CAIR will require the use of two emission allowances for each ton of SO 2 emitted beginning in 2010, and 2.87 emission allowances for each ton of SO 2 emitted beginning in 2015. As our

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fleet’s SO 2 emissions are low, we expect our costs of compliance with CAIR to be lower than those of many of our competitors.
 
CAIR provides for a new NOx cap and trade mechanism that issues allowances to the majority of affected sources. NOx emissions will be covered with a one-for-one ratio of allowances to tons; however, the total emissions cap will be reduced in 2015, which generally will have the effect of reducing allowance allocations to affected sources.
 
In August 2005, the EPA published a proposed rule that includes a FIP to implement the provisions of CAIR. Each CAIR-affected state has the option of adopting the FIP or developing their own state-level plan, which allows individual consideration of NOx allocation mechanisms, among other considerations. In general, the FIP allocation mechanism is less favorable to us than the various proposed state-level rulemakings, and we have actively participated in various state-level rulemakings to achieve more favorable allocation treatment for our facilities. We do not believe that CAIR will require significant compliance expenditures.
 
Houston/Galveston Nonattainment
 
Regulations adopted by the TCEQ to attain the one-hour NAAQS for ozone included the establishment of a cap and trade program for NOx emitted by power generating facilities in the Houston/Galveston ozone nonattainment area. We own and operate seven facilities that participate in this program, all of which have, or will receive, NOx allowance allocations based on historical operating profiles.
 
At this time, our Houston-area generating facilities have sufficient NOx allowances to meet forecasted obligations under the program. However, TCEQ may modify future allocations of NOx to facilities participating in the trading program in support of efforts to comply with the new 8-hour ozone NAAQS.
 
Should allowance shortfalls occur, we would be required to purchase NOx allowances or install emissions control equipment on certain facilities.
 
Multipollutant Legislation
 
There also have been numerous federal legislative proposals made in the past several years to further reduce emissions of SO 2 , NOx and mercury, as well as to regulate emissions of CO 2 for the first time. Because our gas-fired and geothermal power plants has a lower emissions rate than the average U.S. coal- or oil-fired power plant as discussed in Item 1. “Business — Environmental Stewardship,” it is possible that we will be less impacted by such regulation than owners of older, higher emitting fleets. However, the full scope of impact will depend on the details of implementation associated with specific legislation, such as allocation of emissions allowances and point of regulation.
 
Clean Water Act
 
The federal Clean Water Act establishes rules regulating the discharge of pollutants into waters of the U.S. We are required to obtain wastewater and storm water discharge permits for wastewater and runoff, respectively, from certain of our facilities. We believe that, with respect to our geothermal operations, we are exempt from newly promulgated federal storm water requirements. We are required to maintain a spill prevention control and countermeasure plan with respect to certain of our oil and gas facilities. We believe that we are in material compliance with applicable discharge requirements of the federal Clean Water Act.
 
Safe Drinking Water Act
 
Part C of the Safe Drinking Water Act mandates established the underground injection control program that regulates the disposal of wastes by means of deep well injection, which is used for geothermal production activities. With the passage of EPAct 2005, oil, gas and geothermal production activities are exempt from the underground injection control program under the Safe Drinking Water Act.

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Resource Conservation and Recovery Act
 
RCRA regulates the management of solid and hazardous waste. With respect to our solid waste disposal practices at the power generation facilities and steam fields located in the Geysers region of northern California, we are also subject to certain solid waste requirements under applicable California laws. We believe that our operations are in material compliance with RCRA and all such laws.
 
Comprehensive Environmental Response, Compensation and Liability Act
 
CERCLA, also referred to as Superfund, requires cleanup of sites from which there has been a release or threatened release of hazardous substances and authorizes the EPA to take any necessary response action at Superfund sites, including ordering potentially responsible parties liable for the release to pay for such actions. Potentially responsible parties are broadly defined under CERCLA to include past and present owners and operators of, as well as generators of wastes sent to, a site. As of the present time, we are not subject to any material liability for any Superfund matters. However, we generate certain wastes, including hazardous wastes, and send certain of our wastes to third party waste disposal sites. As a result, there can be no assurance that we will not incur liability under CERCLA in the future.
 
Canadian Environmental, Health and Safety Regulations
 
Our Canadian power projects are also subject to extensive federal, provincial and local laws and regulations adopted for the protection of the environment and to regulate land use. We believe that we are in material compliance with all applicable requirements under Canadian law.
 
Regulation of Canadian Gas
 
The Canadian natural gas industry is subject to extensive regulation by federal and provincial authorities. At the federal level, a party exporting gas from Canada must obtain an export license from the National Energy Board. The National Energy Board also regulates Canadian pipeline transportation rates and the construction of pipeline facilities. Gas producers also must obtain a removal permit or license from each provincial authority before natural gas may be removed from the province, and provincial authorities regulate intra-provincial pipeline and gathering systems. In addition, a party importing natural gas into the U.S. or exporting natural gas from the U.S. first must obtain an import or export authorization from the U.S. Department of Energy.
 
EMPLOYEES
 
As of December 31, 2006, we employed 2,306 full-time people, of whom 48 were represented by collective bargaining agreements. We have never experienced a work stoppage or strike. As part of our restructuring program, in 2006 we began implementing staff reductions, and approximately 850 positions have been eliminated out of a total of approximately 1,100 positions (over one-third of our workforce of 3,265 full-time people as of December 31, 2005) originally slated for elimination. We continue to evaluate our staffing needs and expect that there will be further staff reductions in 2007, but the total number may change depending on whether certain asset sales or other divestitures or facility shutdowns occur.

Item 1A.   	Risk Factors	
 
Risks Relating to Bankruptcy
 
We are subject to the risks and uncertainties associated with our Chapter 11 and CCAA proceedings.   We continue to operate our business as debtors-in-possession under the jurisdiction of the Bankruptcy Courts and in accordance with the applicable provisions of the Bankruptcy Code, the CCAA and orders of the Bankruptcy Courts. As a result, we are subject to the risks and uncertainties associated with our Chapter 11 cases and CCAA proceedings which include, among other things:

 	• 	our ability to obtain and maintain normal terms with customers, vendors and service providers and maintain contracts and leases that are critical to our operations;	

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 	• 	our ability to obtain needed approval of the applicable Bankruptcy Court for transactions outside of the ordinary course of business, which may limit our ability to respond on a timely basis to certain events or take advantage of certain opportunities;	
 		
 	• 	limitations on our ability to obtain applicable Bankruptcy Court approval with respect to motions in the Chapter 11 cases and CCAA proceedings that we may seek from time to time or potentially adverse decisions by the Bankruptcy Courts with respect to such motions, including due to the actions and decisions of our creditors and other third parties, who may oppose our plans or who may seek to require us to take actions that we oppose;	
 		
 	• 	limitations on our ability to avoid or reject contracts or leases that are burdensome or uneconomical;	
 		
 	• 	limitations on our ability to raise capital to satisfy claims, including our potential need to sell assets in order to satisfy claims against us;	
 		
 	• 	our ability to attract, motivate and retain key personnel, which is restricted by the Bankruptcy Code that, among other things, limits our ability to implement a retention program or take other measures intended to motivate employees to remain with the Company; and	
 		
 	• 	our loss of control and subsequent deconsolidation of the Canadian Debtors.	
 
These risks and uncertainties could negatively affect our business and operations in various ways. For example, events or publicity associated with our Chapter 11 and CCAA proceedings could adversely affect our relationships with customers, vendors and employees, which in turn could adversely affect our operations and financial condition, particularly if such proceedings are protracted.
 
As a result of our bankruptcy filings and the other matters described herein, including the uncertainties related to the fact that we have not yet had time to complete and obtain confirmation of a plan of reorganization, there is substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern, including our ability to meet our ongoing operational obligations, is dependent upon, among other things: (i) our ability to maintain adequate cash on hand; (ii) our ability to generate cash from operations; (iii) the cost, duration and outcome of the restructuring process; (iv) our ability to comply with the terms of our existing DIP Facility and Replacement DIP Facility and the adequate assurance provisions of the Cash Collateral Order and (v) our ability to achieve profitability following a restructuring. These challenges are in addition to those operational and competitive challenges that we face in connection with our business.
 
Accordingly, trading in our securities during the pendency of our Chapter 11 and CCAA proceedings is highly speculative and poses substantial risks. These risks include extremely volatile trading prices. In addition, during the pendency of the Chapter 11 proceeding, the U.S. Bankruptcy Court has entered an order that places certain limitations on trading in our common stock and certain securities, including options, convertible into our common stock, and has also provided the potentially retroactive application of notice and sell-down procedures for trading in claims against the U.S. Debtors’ estates (in the event that such procedures are approved in the future). Holders of our securities, especially holders of our common stock, may not be able to resell such securities and, in connection with our reorganization, may have their securities cancelled and in return receive no payment or other consideration, or a payment or other consideration that is less than the par value or the purchase price of such securities.
 
We may not be able to confirm or consummate a plan of reorganization.   In order to successfully emerge from our Chapter 11 cases as a viable company, we must develop, obtain requisite U.S. Bankruptcy Court and creditor approval of, and consummate a Chapter 11 plan of reorganization. This process requires us to meet certain statutory requirements with respect to adequacy of disclosure regarding a plan of reorganization, soliciting and obtaining creditor acceptances of a plan, and fulfilling other statutory conditions for confirmation. We may not receive the requisite acceptances to confirm a plan of reorganization. Even if the requisite acceptances to a plan of reorganization are received, the U.S. Bankruptcy Court may not confirm the plan. In addition, even if a plan of reorganization is confirmed, we may not be able to consummate such plan.
 
Our ability to confirm and consummate a plan of reorganization will depend primarily upon the operational performance of our power generation facilities, movements in power and natural gas prices over time, our marketing and risk management activities, and our ability to successfully implement our business plan.

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If a plan of reorganization is not confirmed by the U.S. Bankruptcy Court, or if we are unable to successfully consummate a plan after confirmation, it is unclear whether we would be able to reorganize our businesses and what, if any, distributions holders of claims against us ultimately would receive with respect to their claims. If an alternative reorganization could not be agreed upon, it is possible that we would have to liquidate our assets, in which case it is likely that holders of claims would receive substantially less favorable treatment than they would receive if we were to emerge as an economically viable, reorganized entity.
 
On December 6, 2006, the U.S. Bankruptcy Court granted our application for an extension of the period during which we have the exclusive right to file a reorganization plan or plans from December 31, 2006 to June 20, 2007, and granted us the exclusive right until August 20, 2007, to solicit acceptance thereof. The U.S. Bankruptcy Court has the power to terminate these periods prior to June 20, 2007, and August 20, 2007, respectively, and we can make no assurance that the U.S. Bankruptcy Court will not do so. As the Bankruptcy Code currently provides for a maximum exclusivity period of 18 months and 20 months, respectively, to file and solicit acceptance of a plan or plans of reorganization, there can be no assurance that the U.S. Bankruptcy Court would grant any further extension of those periods.
 
Our filings under Chapter 11 and the CCAA have exposed certain of our Non-Debtor subsidiaries to the potential exercise of rights and remedies by debt or equity holders.   Our filings under Chapter 11 and the CCAA and constraints on our business during the proceedings have resulted in (and could result in additional) defaults under certain project loan agreements of Non-Debtor subsidiaries. These filings and limitations on the ability of certain of the Calpine Debtor subsidiaries to make payments under intercompany agreements with Non-Debtor subsidiaries have resulted in defaults or potential defaults under debt or preferred equity interests issued by or certain lease obligations of certain of those Non-Debtor subsidiaries. Absent cure, waiver or other resolution in respect of these defaults from the applicable creditors or equity holders, we may not be able to prevent the acceleration of the subsidiary debt or lease obligations and the exercise of other remedies against the subsidiaries, including a sale of the equity or assets of such subsidiaries, a termination of the leasehold rights or the enforcement of buy-out rights or other remedies. While we have been able to obtain waivers with respect to certain defaults, we may not be able to extend such waivers and forbearances. If we are unable to obtain waivers or extend current waivers or make other arrangements with respect to current or future defaults, if any, under debt, preferred equity or leases of Non-Debtor subsidiaries, such Non-Debtor subsidiaries may be adversely affected, or the holders of debt or equity of such Non-Debtor subsidiaries may take actions or exercise remedies, including sales of the assets of such Non-Debtor subsidiaries, which may cause adverse effects to our financial condition or results of operations as a whole.
 
Transfers of our equity, or issuances of equity in connection with our restructuring, may impair our ability to utilize our federal income tax net operating loss carryforwards in the future.   Under federal income tax law, a corporation is generally permitted to deduct from taxable income in any year net operating losses carried forward from prior years. We have NOL carryforwards of approximately $3.8 billion as of December 31, 2006. Our ability to deduct NOL carryforwards could be subject to a significant limitation if we were to undergo an “ownership change” for purposes of Section 382 of the Internal Revenue Code of 1986, as amended, during or as a result of our Chapter 11 cases. During the pendency of the Chapter 11 proceeding, the U.S. Bankruptcy Court has entered an order that places certain limitations on trading in our common stock or certain securities, including options, convertible into our common stock. The U.S. Bankruptcy Court has also provided the potentially retroactive application of notice and sell-down procedures for trading in claims against the U.S. Debtors’ estates (in the event that such procedures are approved in the future). However these limitations may not prevent an “ownership change” and our ability to utilize our net loss carryforwards may be significantly limited as a result of our reorganization.
 
Bankruptcy laws may limit our secured creditors’ ability to realize value from their collateral.   Upon the commencement of a case for relief under Chapter 11 of the Bankruptcy Code, a secured creditor is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from such debtor, without bankruptcy court approval. Moreover, the Bankruptcy Code generally permits the debtor to continue to retain and use collateral even though the debtor is in default under the applicable debt instruments, provided that the secured creditor is given “adequate protection.” The meaning of the term “adequate protection” may vary according to circumstances, but it is intended in general to protect the value of the secured creditor’s interest in the collateral and may include cash payments or the granting of additional security if and at such times as the

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bankruptcy court in its discretion determines that the value of the secured creditor’s interest in the collateral is declining during the pendency of the Chapter 11 case. A bankruptcy court may determine that a secured creditor may not require compensation for a diminution in the value of its collateral if the value of the collateral exceeds the debt it secures.
 
In view of the lack of a precise definition of the term “adequate protection” and the broad discretionary power of a bankruptcy court, it is impossible to predict:

 	• 	how long payments under our secured debt could be delayed as a result of our filings under Chapter 11;	
 		
 	• 	whether or when secured creditors (or their applicable agents) could repossess or dispose of collateral;	
 		
 	• 	the value of the collateral; or	
 		
 	• 	whether and to what extent secured creditors would be compensated for any delay in payment or loss of value of the collateral through the requirement of “adequate protection.”	
 
In addition, the instruments governing certain of our indebtedness provide that the secured creditors (or their applicable agents) may not object to a number of important matters following the filing of a bankruptcy petition. Accordingly, it is possible that the value of the collateral securing our indebtedness could materially deteriorate and secured creditors would be unable to raise an objection.
 
Furthermore, if the U.S. Bankruptcy Court determines that the value of the collateral is not sufficient to repay all amounts due on applicable secured indebtedness, the holders of such indebtedness would hold a secured claim only to the extent of the value of their collateral and would otherwise hold unsecured claims with respect to any shortfall. The Bankruptcy Code generally permits the payment and accrual of post-petition interest, costs and attorney’s fees to a secured creditor during a debtor’s Chapter 11 case only to the extent the value of its collateral is determined by a bankruptcy court to exceed the aggregate outstanding principal amount of the obligations secured by the collateral.
 
Some or all of the U.S. Debtors could be substantively consolidated.   There is a risk that an interested party in the Chapter 11 cases, including any of the U.S. Debtors, could request that the assets and liabilities of Calpine Corporation, or those of one or more of our U.S. Debtor subsidiaries, be substantively consolidated with those of one or more other U.S. Debtors. While it has not been requested to date, we cannot assure you that substantive consolidation will not be requested in the future, or that the U.S. Bankruptcy Court would not order it. If litigation over substantive consolidation occurs, or if substantive consolidation is ordered, the ability of a U.S. Debtor that has been substantively consolidated with another U.S. Debtor to make payments required with respect to its unsecured debt, or its secured debt to the extent that the claims of holders of such secured debt are disallowed or such debt is under secured, could be adversely affected. For example, the rights of unsecured debt holders of Calpine Corporation may be diminished or diluted if Calpine Corporation were consolidated with one or more entities that have a higher amount of unsecured priority claims or other unsecured claims relative to the value of their assets available to pay such claims (after payment of or provision for allowed secured claims). In addition, the rights of shareholders of Calpine Corporation may be diminished or diluted if Calpine Corporation or other U.S. Debtors were consolidated with entities that are insolvent.
 
Our financial results may be volatile and may not reflect historical trends.   While in bankruptcy, we expect our financial results to continue to be volatile as asset impairments, asset dispositions, restructuring activities, contract terminations and rejections, and claims assessments may significantly impact our Consolidated Financial Statements. As a result, our historical financial performance is likely not indicative of our financial performance post-bankruptcy. In addition, upon emergence from Chapter 11, the amounts reported in our subsequent Consolidated Financial Statements may materially change relative to our historical Consolidated Financial Statements, including as a result of revisions to our operating plans pursuant to our plan of reorganization. In addition, as part of our emergence from bankruptcy protection, we expect that we will be required to adopt fresh start accounting. If fresh start accounting is applicable, our assets and liabilities will be recorded at fair value as of the fresh start reporting date. The fair value of our assets and liabilities may differ materially from the recorded values of assets and liabilities on our Consolidated Balance Sheets. In addition, our financial results after the application of fresh

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start accounting may be different from historical trends. See Note 2 of the Notes to Consolidated Financial Statements for further information on our accounting while in Chapter 11.
 
Capital Resources; Liquidity
 
We have substantial liquidity needs and face liquidity pressure.   At December 31, 2006, our cash and cash equivalents were $1,077.3 million and we had $996.5 million outstanding under the DIP Facility term loan facilities and nothing outstanding under the $1 billion DIP Facility revolving credit facility (although $82.5 million of letters of credit had been issued against the revolving credit facility). We continue to have substantial liquidity needs in the operation of our business and face liquidity challenges. As of December 31, 2006, our total funded debt was $17.3 billion (including $7.9 billion of consolidated debt, $7.4 billion of debt classified as LSTC and approximately $2.0 billion of unconsolidated debt of wholly owned subsidiaries), our total consolidated assets were $18.6 billion and our stockholders’ deficit was $7.2 billion. Our ability to make payments on our indebtedness (including interest payments on our DIP Facility and our other outstanding secured indebtedness) and to fund planned capital expenditures and development efforts will depend on our ability to generate cash in the future. This, to a certain extent, is dependent upon industry conditions, as well as general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We expect to have sufficient resources and borrowing capacity under the DIP Facility and, when the refinancing has closed, the Replacement DIP Facility, to meet all of our commitments throughout the projected term of our Chapter 11 cases. However, the success of our business plan, including our restructuring program, and ultimately our plan of reorganization, will depend on our being able to achieve our budgeted operating results.
 
Our substantial indebtedness could adversely impact our financial health and limit our operations.   Our high level of indebtedness has important consequences, including:

 	• 	limiting our ability to borrow additional amounts for working capital, capital expenditures, debt service requirements, execution of our growth strategy, or other purposes;	
 		
 	• 	limiting our ability to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to service the debt;	
 		
 	• 	increasing our vulnerability to general adverse economic and industry conditions;	
 		
 	• 	limiting our ability to capitalize on business opportunities and to react to competitive pressures and adverse changes in government regulation;	
 		
 	• 	limiting our ability or increasing the costs to refinance indebtedness; and	
 		
 	• 	limiting our ability to enter into marketing, hedging, optimization and trading transactions by reducing the number of counterparties with whom we can transact as well as the volume of those transactions.	
 
Substantially all of our indebtedness contains floating rate interest provisions, which could adversely affect our financial health if interest rates were to rise significantly.   Substantially all of our indebtedness contains floating rate interest provisions, most of which we continue to pay on a current basis or pursuant to the provisions of the Cash Collateral Order during our Chapter 11 cases. Interest on such obligations could rise to levels in excess of the cash available to us from operations. If we are unable to satisfy our obligations under our floating rate debt during the pendency of our Chapter 11 cases, particularly under our existing DIP Facility and Replacement DIP Facility, the Second Priority Notes and the CalGen Secured Debt, substantially all of which carries (or is expected to carry) floating interest rates, it could result in defaults under our DIP Facility or our being out of compliance with the requirements of the Cash Collateral Order. It may also result in our lenders seeking relief from the automatic stay in order to foreclose on the assets securing such debt or requesting other forms of relief such as adequate protection payments (to the extent that the underlying assets are losing value).
 
We may be unable to obtain additional financing in the future.   Our ability to arrange financing (including any extension or refinancing) and the cost of the financing are dependent upon numerous factors. For example, because of our low credit ratings and the restrictions against additional borrowing in our existing DIP Facility, which we expect will continue to exist upon closing of the Replacement DIP Facility, we may not be able to obtain any material amount of additional debt financing during our Chapter 11 cases and CCAA proceedings, other than

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through refinancing outstanding debt, or through project financings where we are able to pledge the project assets as security. Other factors include:

 	• 	general economic and capital market conditions;	
 		
 	• 	conditions in energy markets;	
 		
 	• 	regulatory developments;	
 		
 	• 	credit availability from banks or other lenders for us and our industry peers, as well as the economy in general;	
 		
 	• 	investor confidence in the industry and in us;	
 		
 	• 	the continued reliable operation of our current power generation facilities; and	
 		
 	• 	provisions of tax and securities laws that are conducive to raising capital.	
 
While we may utilize non-recourse or lease financing when appropriate, market conditions and other factors may prevent similar financing for future facilities. It is possible that we may be unable to obtain the financing required to develop power generation facilities on terms satisfactory to us. We have financed our existing power generation facilities using a variety of leveraged financing structures, consisting of senior secured and unsecured indebtedness, construction financing, project financing, revolving credit facilities, term loans and lease obligations. Each project financing and lease obligation was structured to be fully paid out of cash flow provided by the facility or facilities financed or leased. In the event of a default under a financing agreement which we do not cure, the lenders or lessors would generally have rights to the facility and any related assets. In the event of foreclosure after a default, we might not retain any interest in the facility.
 
Our DIP Facility imposes significant operating and financial restrictions on us; any failure to comply with these restrictions could have a material adverse effect on our liquidity and our operations.   These restrictions could adversely affect us by limiting our ability to plan for or react to market conditions or to meet our capital needs and could result in an event of default under the existing DIP Facility and Replacement DIP Facility. These restrictions limit or prohibit our ability, subject to certain exceptions to, among other things:

 	• 	incur additional indebtedness and issue stock;	
 		
 	• 	make prepayments on or purchase indebtedness in whole or in part;	
 		
 	• 	pay dividends and other distributions with respect to our capital stock or repurchase our capital stock or make other restricted payments;	
 		
 	• 	use money borrowed under the DIP Facility for Non-U.S. Debtors or make intercompany loans to Non-U.S. Debtors;	
 		
 	• 	use money borrowed under the DIP Facility to make adequate protection payments to holders of Second Priority Debt;	
 		
 	• 	make certain investments;	
 		
 	• 	create or incur liens to secure debt;	
 		
 	• 	consolidate or merge with another entity, or allow one of our subsidiaries to do so;	
 		
 	• 	lease, transfer or sell assets and use proceeds of permitted asset leases, transfers or sales;	
 		
 	• 	incur dividend or other payment restrictions affecting certain subsidiaries;	
 		
 	• 	make capital expenditures beyond specified limits;	
 		
 	• 	engage in certain business activities; and	
 		
 	• 	acquire facilities or other businesses.	

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Our ability to comply with these covenants depends in part on our ability to implement our restructuring program during the Chapter 11 cases. If we are unable to achieve the goals associated with our restructuring program and the other elements of our business plan, we may not be able to comply with these covenants. The existing DIP Facility and Replacement DIP Facility contain events of default customary for DIP financings of this type, including cross defaults and certain change of control events. If we fail to comply with the covenants in the existing DIP Facility and Replacement DIP Facility and are unable to obtain a waiver or amendment or a default exists and is continuing under the existing DIP Facility and Replacement DIP Facility, the lenders could declare outstanding borrowings and other obligations under the existing DIP Facility and Replacement DIP Facility immediately due and payable.
 
Our ability to comply with these covenants may be affected by events beyond our control, and any material deviations from our forecasts could require us to seek waivers or amendments of covenants or alternative sources of financing or to reduce expenditures. We may not be able to obtain such waivers, amendments or alternative financing, or if obtained, it could be on terms that are not acceptable to us. If we are unable to comply with the terms of the DIP Facility or, if completed, the Replacement DIP Facility, or if we fail to generate sufficient cash flow from operations, or, if it became necessary, to obtain such waivers, amendments or alternative financing, it could adversely impact the timing of, and our ultimate ability to successfully implement a plan of reorganization.
 
As a result of our impaired credit status due to our Chapter 11 filings, our operations may be restricted and our liquidity requirements increased.   As a result of our Chapter 11 filings, our credit status has been impaired. Such impairment has had a negative impact on our liquidity by increasing the amount of collateral required by our trading counterparties. In addition, fewer trading counterparties may be willing to do business with us, which reduces our ability to negotiate more favorable terms with them. We expect that our perceived creditworthiness will continue to be impaired throughout the pendency of our Chapter 11 cases and CCAA proceedings, and there is no assurance that our credit ratings will improve in the future. While financing opportunities available to us have been restricted as a result, we have been able to obtain debtor-in-possession financing on terms that we believe are attractive. However, our impaired credit has resulted in the requirement that we provide additional collateral, letters of credit or cash for credit support obligations and had certain adverse impacts on our subsidiaries’ and our business, financial position and results of operations.
 
In particular, in light of our Chapter 11 cases and CCAA proceedings and our current credit ratings, many of our customers and counterparties are requiring that our and our subsidiaries’ obligations be secured by letters of credit or cash. Banks issuing letters of credit for our or our subsidiaries’ accounts are similarly requiring that the reimbursement obligations be cash-collateralized. In a typical commodities transaction, the amount of security that must be posted can change daily depending on the mark-to-market value of the transaction. These letter of credit and cash collateral requirements increase our cost of doing business and could have an adverse impact on our overall liquidity, particularly if there were a call for a large amount of additional cash or letter of credit collateral due to an unexpectedly large movement in the market price of a commodity. We may use up to $375 million of the revolving credit facility under our existing DIP Facility for letters of credit (up to $550 million under the Replacement DIP Facility), which in addition to cash available under the DIP Facility and Replacement DIP Facility we believe will be sufficient to satisfy our collateral requirements; however, it is possible that such amounts may not be sufficient. While we are exploring with counterparties and financial institutions various alternative approaches to credit support, we may not be able to provide alternative credit support in lieu of cash collateral or letter of credit posting requirements.
 
Use of commodity contracts, including standard power and gas contracts (many of which constitute derivatives), can create volatility in earnings and may require significant cash collateral.   During 2006, we recognized $99.0 million in mark-to-market gains on electric power and natural gas derivatives after recognizing $11.4 million in gains in 2005 and $13.4 million in gains in 2004. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Application of Critical Accounting Policies” for a discussion of the significant estimates and judgments utilized in the accounting for commodity derivative instruments. We may enter into other transactions in future periods that require us to mark various derivatives to market through earnings. The nature of the transactions that we enter into and the volatility of natural gas and electric power prices will determine the volatility of earnings that we may experience related to these transactions.

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Companies using derivatives, which include many commodity contracts, are sensitive to the inherent risks of such transactions. Consequently (and for us, as a result of our Chapter 11 cases and credit rating downgrades), many companies, including us, are required to post cash collateral for certain commodity transactions in excess of what was previously required. As of December 31, 2006 and 2005, to support commodity transactions, we had margin deposits with third parties of $213.6 million and $287.5 million, respectively; we had gas and power prepayment balances of $114.2 million and $103.2 million, respectively; and we had letters of credit outstanding of $2.0 million and $88.1 million, respectively. Counterparties had deposited with us $0.1 million and $27.0 million as margin deposits at December 31, 2006 and 2005, respectively. We use margin deposits, prepayments and letters of credit as credit support for commodity procurement and risk management activities. Future cash collateral requirements may increase based on the extent of our involvement in standard contracts and movements in commodity prices and also based on our credit ratings and general perception of creditworthiness in this market. See also “— Capital Resources; Liquidity — As a result of our impaired credit status due to our Chapter 11 filings, our operations may be restricted and our liquidity requirements increased,” above. Certain of our financing arrangements for our facilities required us to post letters of credit of credit which are at risk of being drawn down in the event we or the applicable subsidiary defaults on certain of its obligations.
 
Our ability to generate cash depends upon the performance of our subsidiaries.    Almost all of our operations are conducted through our subsidiaries and other affiliates. As a result, we depend almost entirely upon their earnings and cash flow to service our indebtedness, including our existing DIP Facility and Replacement DIP Facility, finance our ongoing operations and fund our restructuring costs. While certain of our indentures and other debt instruments limit our ability to enter into agreements that restrict our ability to receive dividends and other distributions from our subsidiaries, some of these limitations are subject to a number of significant exceptions (including exceptions permitting such restrictions in connection with subsidiary financings). Accordingly, the financing agreements of certain of our subsidiaries and other affiliates generally restrict their ability to pay dividends, make distributions, or otherwise transfer funds to us prior to the payment of their other obligations, including their outstanding debt, operating expenses, lease payments and reserves, or during the existence of a default, including bankruptcy related events of default.
 
In addition, the Bankruptcy Code and the Cash Collateral Order limit the circumstances and manner in which we may obtain cash from our subsidiaries that are U.S. Debtors. As a result of the Chapter 11 filings of our U.S. Debtor subsidiaries, as well as provisions of the Cash Collateral Order, we generally may not receive cash dividends from our subsidiaries. Instead, we may, under the Cash Collateral Order, enter into intercompany loan arrangements with our subsidiaries. While the Cash Collateral Order provides that such intercompany loans may be made despite the existence of defaults related to our Chapter 11 filings, if other defaults exist under the subsidiary financing documents then cash transfers to us, even in the form of an intercompany loan, may be restricted. The additional expense and delay in negotiating and obtaining approval of intercompany loan agreements, particularly where defaults that are not related to our Chapter 11 filings exist under project financing documents, further restrict our ability to receive cash from our subsidiaries’ operations, particularly where obtaining an intercompany loan would require modification of the Cash Collateral Order.
 
We may utilize project financing, preferred equity and other types of subsidiary financing transactions when appropriate in the future.   Our ability and the ability of our subsidiaries to incur additional indebtedness is limited by the Bankruptcy Code and the Cash Collateral Order, and in some cases by existing indentures, debt instruments or other agreements. Our subsidiaries may incur additional construction/project financing indebtedness, issue preferred stock to finance the acquisition and development of new power generation facilities and engage in certain types of non-recourse financings and issuance of preferred stock to the extent permitted by the Bankruptcy Code, orders of the U.S. Bankruptcy Court or existing agreements and may continue to do so in order to fund our ongoing operations and emergence from Chapter 11. Any such newly incurred subsidiary debt would be added to our current consolidated debt levels and could intensify the risks associated with our already substantial leverage. Any such newly incurred subsidiary preferred stock would likely be structurally senior to our debt and could also intensify the risks associated with our already substantial leverage.
 
Our senior notes and our other senior debt are effectively subordinated to all indebtedness and other liabilities of our subsidiaries and other affiliates and may be effectively subordinated to our secured debt to the extent of the value of the assets securing such debt.   Our subsidiaries and other affiliates are separate and distinct legal entities

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and, except in limited circumstances, have no obligation to pay any amounts due with respect to indebtedness of Calpine Corporation or indebtedness of other subsidiaries or affiliates, and do not guarantee the payment of interest on or principal of such indebtedness. In connection with our Chapter 11 cases and CCAA proceedings, we expect that such subsidiaries’ or other affiliates’ creditors, including trade creditors and holders of debt issued by such subsidiaries or affiliates, will generally be entitled to payment of their claims from the assets of those subsidiaries or affiliates before any of those assets are made available for distribution to Calpine Corporation or the holders of Calpine Corporation’s indebtedness. As a result, holders of Calpine Corporation indebtedness will be effectively subordinated to all present and future debts and other liabilities (including trade payables) of its subsidiaries and affiliates, and holders of debt of one of such subsidiaries or affiliates will effectively be so subordinated with respect to all other subsidiaries and affiliates. As of December 31, 2006, our subsidiaries had $5.5 billion of secured construction/project financing (including the CCFC and CalGen financings).
 
In addition, our unsecured notes and our other unsecured debt are effectively subordinated to all of our secured indebtedness to the extent of the value of the assets securing such indebtedness. Our secured indebtedness includes our $996.5 million in outstanding loans under our DIP Facility and potentially our $3.7 billion in outstanding Second Priority Debt, which we have classified as LSTC. Borrowings under the DIP Facility are secured by priority liens on all of Calpine’s unencumbered assets, including the Geysers Assets, and junior liens on all of its encumbered assets; the Second Priority Debt is secured by, second priority liens on, among other things, substantially all of the assets owned directly by Calpine Corporation including power plant assets owned directly by Calpine Corporation and the equity in subsidiaries directly owned by Calpine Corporation. Our $782.3 million of CCFC term loans and notes outstanding as of December 31, 2006, are secured by the assets and contracts associated with the six natural gas-fired electric generating facilities owned by CCFC and its subsidiaries and the CCFC lenders’ and note holders’ recourse is limited to such security. Our $2.5 billion of CalGen secured institutional term loans, notes and revolving credit facility are secured by asset liens on CalGen’s power generation facilities (other than the Goldendale facility), and by a stock pledge of the equity interests in CalGen and CalGen Finance Corp., and the CalGen lenders’ and note holders’ recourse is limited to such security. We have additional non-recourse project financings, secured in each case by the assets of the project being financed. See also “— Risks Relating to Bankruptcy — Some or all of the U.S. Debtors could be substantively consolidated” above for a discussion of risks related to substantive consolidation.
 
Operations
 
Our results are subject to quarterly and seasonal fluctuations.   Our quarterly operating results have fluctuated in the past and may continue to do so in the future as a result of a number of factors (see Note 16 of the Notes to Consolidated Financial Statements), including:

 	• 	seasonal variations in energy and gas prices and capacity payments;	
 		
 	• 	weather;	
 		
 	• 	variations in levels of production, including from forced outages;	
 		
 	• 	unavailability of emissions credits;	
 		
 	• 	natural disasters, wars, sabotage, terrorist acts, earthquakes, hurricanes and other catastrophic events; and	
 		
 	• 	the completion of development and construction projects.	
 
In particular, a disproportionate amount of our total revenue has historically been realized during the third fiscal quarter and we expect this trend to continue in the future as U.S. demand for electricity peaks in the third fiscal quarter. If our total revenue were below seasonal expectations during that quarter, by reason of facility operational performance issues, cool summers, mild winters or other factors, it could have a disproportionate effect on our expectations and the expectations of securities analysts and investors with regard to our annual operating results.
 
In certain situations, our PPAs and other contractual arrangements, including construction agreements, commodity contracts, maintenance agreements and other arrangements may be terminated by the counterparty,

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and/or may allow the counterparty to seek liquidated damages.   The situations that could allow a contract counterparty to terminate the contract and/or seek liquidated damages include:

 	• 	the cessation or abandonment of the development, construction, maintenance or operation of a facility;	
 		
 	• 	failure of a facility to achieve construction milestones or commercial operation by agreed upon deadlines;	
 		
 	• 	failure of a facility to achieve certain output or efficiency minimums;	
 		
 	• 	failure by us to make any of the payments owing to the counterparty or to establish, maintain, restore, extend the term of, or increase any required collateral;	
 		
 	• 	failure of a facility to obtain material permits and regulatory approvals by agreed upon deadlines;	
 		
 	• 	a material breach of a representation or warranty or failure by us to observe, comply with or perform any other material obligation under the contract; or	
 		
 	• 	events of liquidation, dissolution, insolvency or bankruptcy.	
 
We may be unable to obtain an adequate supply of natural gas in the future at prices acceptable to us.   To date, our fuel acquisition strategy has included various combinations of our own gas reserves (which were substantially sold in 2005), gas prepayment contracts, short-, medium- and long-term supply contracts, acquisition of gas in storage and gas hedging transactions. In our gas supply arrangements, we attempt to match the fuel cost with the fuel component included in the facility’s PPAs in order to minimize a project’s exposure to fuel price risk. In addition, the focus of our commercial operations unit is to manage the spark spread for our portfolio of generating plants, and we actively enter into hedging transactions to lock in gas costs and spark spreads. We believe that there will be adequate supplies of natural gas available at reasonable prices for each of our facilities when current gas supply agreements expire. However, gas supplies may not be available for the full term of the facilities’ PPAs, and gas prices may increase significantly. Additionally, our credit ratings may inhibit our ability to procure gas supplies from third parties. If gas is not available, or if gas prices increase above the level that can be recovered in electricity prices, there could be a negative impact on our results of operations or financial condition.
 
For the year ended December 31, 2004, we obtained approximately 7% of our physical natural gas supply needs through owned natural gas reserves. Following the sale of substantially all of our oil and natural gas assets in 2005, we satisfy less than 1% of our natural gas supply needs through owned natural gas reserves. Since that time, we obtain substantially all of our physical natural gas supply from the market and utilize the natural gas financial markets to hedge our exposures to natural gas price risk. Our current less-than-investment grade credit rating increases the amount of collateral that certain of our suppliers require us to post for purchases of physical natural gas supply and hedging instruments. To the extent that we do not have cash or other means of posting credit, we may be unable to procure an adequate supply of natural gas or natural gas hedging instruments. In addition, the fact that our deliveries of natural gas depend upon the natural gas pipeline infrastructure in markets where we operate power plants exposes us to supply disruptions in the unusual event that the pipeline infrastructure is damaged or disabled.
 
We rely on electric transmission and natural gas distribution facilities owned and operated by other companies.   We depend on facilities and assets that we do not own or control for the transmission to our customers of the electricity produced in our facilities and the distribution of natural gas fuel to our facilities. If these transmission and distribution systems are disrupted or capacity on those systems is inadequate, our ability to sell and deliver electric energy products or obtain fuel may be hindered. ISOs that oversee transmission systems in regional power markets have imposed price limitations and other mechanisms to address volatility in their power markets. Existing congestion as well as expansion of transmission systems could affect our performance.
 
Our revenues and results of operations depend on market rules, regulation and other forces beyond our control.   Our revenues and results of operations are influenced by factors that are beyond our control, including:

 	• 	rate caps, price limitations and bidding rules imposed by ISOs, RTOs and other market regulators that may impair our ability to recover our costs and limit our return on our capital investments; and	
 		
 	• 	our competitors’ entitlement guaranteed rates of return on their capital investments, which returns may in some instances exceed such investments, and our inability to sell our power mandated rates.	

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Revenue may be reduced significantly upon expiration or termination of our PPAs.   Some of the electricity we generate from our existing portfolio is sold under long-term PPAs that expire at various times. We also sell power under short to intermediate term (one to five years) PPAs. Our uncontracted capacity is generally sold on the spot market at current market prices. When the terms of each of our various PPAs expire, it is possible that the price paid to us for the generation of electricity under subsequent arrangements or on the spot market may be significantly less than the price that had been paid to us under the PPA.
 
Our PPAs have an aggregate value in excess of current market prices (measured over the next five years) of approximately $1.4 billion at December 31, 2006. Values for our long-term commodity contracts are calculated using discounted cash flows derived as the difference between contractually based cash flows and the cash flows to buy or sell similar amounts of the commodity on market terms. Inherent in these valuations are significant assumptions regarding future prices, correlations and volatilities, as applicable. Because our PPAs are marked to market, the aggregate value of the contracts noted above could decrease in response to changes in the market. We are at risk of loss in margins to the extent that these contracts expire or are terminated and we are unable to replace them on comparable terms. We have four customers with which we have multiple contracts that, when combined, constitute greater than 10% of this value: CDWR $0.5 billion, PG&E $0.4 billion, Wisconsin Power & Light $0.2 billion, and Carolina Power & Light $0.2 billion. The values by customer are comprised of multiple individual contracts that expire beginning in 2008 and contain termination provisions standard to contracts in our industry such as negligence, performance default or prolonged events of force majeure.
 
Our power generating operations involve many risks.   Even if we are able to commence operations at a power generating facility, such operations may not commence as planned and performance may be below expected levels of output or efficiency. Furthermore, the continued operation of power generation facilities involves many risks, including the breakdown or failure of power generation equipment, transmission lines, pipelines or other equipment or processes, performance below expected levels of output or efficiency and risks related to the creditworthiness of our contract counterparties and the creditworthiness of our counterparties’ counterparties (such as steam hosts, for example). From time to time our power generation facilities have experienced equipment breakdowns or failures, and we recorded expenses totaling approximately $27.5 million in 2006 and $33.8 million in 2005 in connection with these breakdowns or failures. Continued high failure rates of equipment provided by Siemens represent the highest risk for such breakdowns. However, we have programs in place that we believe will eventually substantially reduce the risk of equipment failures and result in our plants with Siemens’ equipment having availability factors competitive with plants using other manufacturers’ equipment.
 
In addition, a breakdown or failure may prevent the affected facility from performing under any applicable PPAs, construction agreements, commodity contracts or other contractual arrangements. Although insurance is maintained to partially protect against operating risks, the proceeds of insurance may not be adequate to cover lost revenues or increased expenses, or may allow a counterparty to terminate an agreement and/or seek liquidated damages. As a result, we could be unable to service principal and interest payments under, or may otherwise breach, our financing obligations, particularly with respect to the affected facility, which could result in our losing our interest in the affected facility or, possibly, one or more other power generation facilities.
 
Our power project development activities may not be successful.   The development of power generation facilities is subject to substantial risks. In connection with the development of a power generation facility, we must generally obtain:

 	• 	necessary power generation equipment;	
 		
 	• 	governmental permits and approvals including environmental permits and approvals;	
 		
 	• 	fuel supply and transportation agreements;	
 		
 	• 	sufficient equity capital and debt financing;	
 		
 	• 	electricity transmission agreements;	
 		
 	• 	water supply and wastewater discharge agreements; and	
 		
 	• 	site agreements and construction contracts.	

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To the extent that our development activities continue or resume, we may be unsuccessful in developing power generation facilities on a timely and profitable basis. Although we may attempt to minimize the financial risks in the development of a project by securing a favorable PPA and arranging adequate financing prior to the commencement of construction, the development of a power project may require us to expend significant sums for preliminary engineering, permitting, legal and other expenses before we can determine whether a project is feasible, economically attractive or financeable. If we are unable to complete the development of a facility, we might not be able to recover our investment in the project and may be required to recognize additional impairments. The process for obtaining governmental permits and approvals is complicated and lengthy, often taking more than one year, and is subject to significant uncertainties.
 
Our geothermal energy reserves may be inadequate for our operations.   In connection with each geothermal power plant, we estimate the productivity of the geothermal resource and the expected decline in productivity. The productivity of a geothermal resource may decline more than anticipated, resulting in insufficient reserves being available for sustained generation of the electrical power capacity desired. In addition, we may not be able to successfully manage the development and operation of our geothermal reservoirs or accurately estimate the quantity or productivity of our steam reserves. An incorrect estimate or inability to manage our geothermal reserves, or a decline in productivity could adversely affect our results of operations or financial condition. In addition, the development and operation of geothermal energy resources are subject to substantial risks and uncertainties. The successful exploitation of a geothermal energy resource ultimately depends upon:

 	• 	the heat content of the extractable steam or fluids;	
 		
 	• 	the geology of the reservoir;	
 		
 	• 	the total amount of recoverable reserves;	
 		
 	• 	operating expenses relating to the extraction of steam or fluids;	
 		
 	• 	price levels relating to the extraction of steam or fluids or power generated; and	
 		
 	• 	capital expenditure requirements relating primarily to the drilling of new wells.	
 
Natural disasters could damage our projects.   Certain areas where we operate and are developing many of our geothermal and gas-fired projects, particularly in WECC, are subject to frequent low-level seismic disturbances. More significant seismic disturbances are possible. In addition, other areas in which we operate, particularly in ERCOT and the Southeast, experience tornados and hurricanes. Our existing power generation facilities are built to withstand relatively significant levels of seismic and other disturbances, and we believe we maintain adequate insurance protection. However, earthquake, property damage or business interruption insurance may be inadequate to cover all potential losses sustained in the event of serious damages or disturbances to our facilities or our operations due to natural disasters. Additionally, insurance for these risks may not continue to be available to us on commercially reasonable terms.
 
We depend on our management and employees.   Our success is largely dependent on the skills, experience and efforts of our people. While we believe that we have excellent depth throughout all levels of management and in all key skill levels of our employees, the loss of the services of one or more members of our senior management or of numerous employees with critical skills could have a negative effect on our business, financial conditions and results of operations and future growth if we could not replace them.
 
We depend on computer and telecommunications systems we do not own or control.   We have entered into agreements with third parties for management of data services in connection with the operation of our facilities. In addition, we have developed proprietary software systems, management techniques and other information technologies incorporating software licensed from third parties. Any interruptions to our arrangements with third parties or to telecommunications infrastructure or systems could significantly disrupt our business operations.
 
Competition could adversely affect our performance.   The power generation industry is characterized by intense competition, and we encounter competition from utilities, industrial companies, marketing and trading companies, and other IPPs. In recent years, there has been increasing competition to obtain PPAs, and this competition has contributed to a reduction in electricity prices in certain markets. In addition, many states are

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implementing or considering regulatory initiatives designed to increase competition in the domestic power industry. For instance, in Texas, legislation phased in a deregulated power market, which commenced on January 1, 2001. This competition has put pressure on electric utilities to lower their costs, including the cost of purchased electricity, and increasing competition in the supply of electricity in the future could increase this pressure.
 
Government Regulation
 
We are subject to complex government regulation which could adversely affect our operations.   Our activities are subject to complex and stringent energy, environmental and other governmental laws and regulations. The construction and operation of power generation facilities require numerous permits, approvals and certificates from appropriate foreign, federal, state and local governmental agencies, as well as compliance with environmental protection legislation and other regulations. While we believe that we have obtained the requisite approvals and permits for our existing operations and that our business is operated in accordance with applicable laws, we remain subject to a varied and complex body of laws and regulations that both public officials and private individuals may seek to enforce.
 
Generally, in the U.S., we are subject to regulation by FERC regarding the terms and conditions of wholesale service and the sale and transportation of natural gas, as well as by state agencies regarding physical aspects of the generation facilities. The majority of our generation is sold at market prices under the market-based rate authority granted by the FERC. If certain conditions are not met, FERC has the authority to withhold or rescind market-based rate authority and require sales to be made based on cost-of-service rates. A loss of our market-based rate authority could have a materially negative impact on our generation business. FERC could also impose fines or other restrictions or requirements on us under certain circumstances.
 
We are also subject to numerous environmental regulations. For example, in March 2005, the EPA adopted a significant air quality regulation, CAIR, that affects our fossil fuel-fired generating facilities located in the eastern half of the U.S. CAIR addresses the interstate transport of NOx and SO 2 from fossil fuel power generation facilities. Individual states are responsible for developing a mechanism for assigning emissions rights to individual facilities. States’ allocation mechanisms, which are expected to be complete in 2007, will ultimately determine the net impact to us. In addition, the potential for future regulation of emissions of GHG continues to be the subject of discussion. Our power generation facilities are significant sources of CO 2 emissions, a GHG. Our compliance costs with any future federal regulation of GHG could be material. Additional legislative and regulatory initiatives may occur. Legislation or regulation ultimately adopted could adversely affect our existing projects.
 
Existing laws and regulations may be revised or reinterpreted, or new laws and regulations may become applicable to us that may have a negative effect on our business and results of operations. Federal or state legislatures may adopt additional legislation relating to the energy industry which could restrict our business. There are proposals in many jurisdictions both to advance and to reverse the movement toward competitive markets for supply of electricity, at both the wholesale and retail level. In addition, any future legislation favoring large, vertically integrated utilities and a concentration of ownership of such utilities could impact our ability to compete successfully, and our business and results of operations could suffer. The adoption of new laws and regulations or the perception that new laws and regulations will be adopted could have a material adverse impact on our business, operations or financial condition. We may be unable to obtain all necessary licenses, permits, approvals and certificates for proposed projects, and completed facilities may not comply with all applicable permit conditions, statutes or regulations. In addition, regulatory compliance for the construction and operation of our facilities can be a costly and time-consuming process. Intricate and changing environmental and other regulatory requirements may necessitate substantial expenditures to obtain and maintain permits. If a project is unable to function as planned due to changing requirements, loss of required permits or regulatory status or local opposition, it may create expensive delays, extended periods of non-operation or significant loss of value in a project.

Item 1B.   	Unresolved Staff Comments	
 
None.

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Item 2.   	Properties	
 
Our principal executive offices are located in San Jose, California and Houston, Texas. These facilities are leased until 2009 and 2013, respectively. We also lease smaller offices for regional operations in Sacramento, Folsom, and Pleasanton, California; Boca Raton and Jupiter, Florida; Lincolnshire, Illinois; La Porte, Texas; and Washington, D.C.
 
We either lease or own the land upon which our power generation facilities are built. We believe that our properties are adequate for our current operations. A description of our power generation facilities is included under Item 1. “Business — Description of Power Generation Facilities.”

Item 3.   	Legal Proceedings	
 
See Note 15 of the Notes to Consolidated Financial Statements for a description of our legal proceedings.

Item 4.   	Submission of Matters to a Vote of Security Holders	
 
None.
 
PART II

Item 5.   	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	
 
Public trading of our common stock commenced on September 20, 1996, on the NYSE under the symbol “CPN.” Prior to that, there was no public market for our common stock. On December 2, 2005, the NYSE notified us that it was suspending trading in our common stock prior to the opening of the market on December 6, 2005, and the SEC approved the application of the NYSE to delist our common stock effective March 15, 2006. Since December 6, 2005, our common stock has traded in the over-the-counter market as reported on the Pink Sheets under the symbol “CPNLQ.PK.”
 
The following table sets forth the high and low sale price per share of our common stock as reported on the NYSE Composite Transactions Tape for the period January 1 to December 5, 2005, and the high and low bid prices as reported on the Pink Sheets from December 6, 2005, to December 31, 2006. The stock price information is based on published financial sources. Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not necessarily reflect actual transactions.

 	 	High	 	 	Low	 	 	Market/Report	
 		
2005	 	 	 	 	 	 	 	 	 	 	
First Quarter	 	$	3.80	 	 	$	2.64	 	 	NYSE	
Second Quarter	 	 	3.60	 	 	 	1.45	 	 	NYSE	
Third Quarter	 	 	3.88	 	 	 	2.26	 	 	NYSE	
Fourth Quarter	 	 	3.05	 	 	 	0.20	 	 	NYSE (high)	
 	 	 	 	 	 	 	 	 	 	Pink Sheets (low)	
2006	 	 	 	 	 	 	 	 	 	 	
First Quarter	 	$	0.35	 	 	$	0.15	 	 	Pink Sheets	
Second Quarter	 	 	0.52	 	 	 	0.21	 	 	Pink Sheets	
Third Quarter	 	 	0.47	 	 	 	0.32	 	 	Pink Sheets	
Fourth Quarter	 	 	1.46	 	 	 	0.26	 	 	Pink Sheets	

As of December 29, 2006 (the last business day of 2006), there were 2,335 holders of record of our common stock.
 
We have not declared any cash dividends on our common stock during the past two fiscal years. We do not intend, nor do we anticipate being able, to pay any cash dividends on our common stock in the foreseeable future

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because of our Chapter 11 cases and liquidity constraints. In addition, our ability to pay cash dividends is restricted under certain of our indentures and our other debt agreements. Future cash dividends, if any, following our emergence from Chapter 11 will be at the discretion of our Board of Directors and will depend upon, among other things, our future operations and earnings, capital requirements, general financial condition, contractual restrictions and such other factors as our Board of Directors may deem relevant.
 
Trading in our common stock during the pendency of our Chapter 11 cases and CCAA proceedings is highly speculative and poses substantial risks. The U.S. Bankruptcy Court has imposed restrictions on trading in our common stock and certain securities, including options, convertible into our common stock. Holders of our common stock may not be able to resell such securities and, in connection with our reorganization, may have their securities cancelled and receive no payment or other consideration in return. See Item 1A. “Risk Factors,” including “— Risks Relating to Bankruptcy” for a discussion of additional risks related to our common stock.

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Item 6.   	Selected Financial Data	
 
SELECTED CONSOLIDATED FINANCIAL DATA

 	 	Years Ended December 31,	 	
 	 	2006	 	 	2005	 	 	2004	 	 	2003	 	 	2002	 	
 	 	(In thousands, except earnings per share)	 	
 		
Statement of Operations data:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenue	 	$	6,705,760	 	 	$	10,112,658	 	 	$	8,648,382	 	 	$	8,421,170	 	 	$	7,069,198	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) before discontinued operations and cumulative effect of a change in accounting principle(1)	 	$	(1,765,412	)	 	$	(9,880,954	)	 	$	(419,683	)	 	$	(13,272	)	 	$	1,463	 	
Discontinued operations, net of tax	 	 	—	 	 	 	(58,254	)	 	 	177,222	 	 	 	114,351	 	 	 	117,155	 	
Cumulative effect of a change in accounting principle, net of tax(2)	 	 	505	 	 	 	—	 	 	 	—	 	 	 	180,943	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss)(1)	 	$	(1,764,907	)	 	$	(9,939,208	)	 	$	(242,461	)	 	$	282,022	 	 	$	118,618	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic earnings (loss) per common share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) before discontinued operations and cumulative effect of a change in accounting principle(1)	 	$	(3.68	)	 	$	(21.32	)	 	$	(0.97	)	 	$	(0.03	)	 	$	—	 	
Discontinued operations, net of tax	 	 	—	 	 	 	(0.12	)	 	 	0.41	 	 	 	0.29	 	 	 	0.33	 	
Cumulative effect of a change in accounting principle, net of tax	 	 	—	 	 	 	—	 	 	 	—	 	 	 	0.46	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss)(1)	 	$	(3.68	)	 	$	(21.44	)	 	$	(0.56	)	 	$	0.72	 	 	$	0.33	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Diluted earnings (loss) per common share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) before discontinued operations and cumulative effect of a change in accounting principle(1)	 	$	(3.68	)	 	$	(21.32	)	 	$	(0.97	)	 	$	(0.03	)	 	$	—	 	
Discontinued operations, net of tax	 	 	—	 	 	 	(0.12	)	 	 	0.41	 	 	 	0.29	 	 	 	0.33	 	
Cumulative effect of a change in accounting principle, net of tax	 	 	—	 	 	 	—	 	 	 	—	 	 	 	0.45	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss)(1)	 	$	(3.68	)	 	$	(21.44	)	 	$	(0.56	)	 	$	0.71	 	 	$	0.33	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance Sheet data:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total assets	 	$	18,590,265	 	 	$	20,544,797	 	 	$	27,216,088	 	 	$	27,303,932	 	 	$	23,226,992	 	
Short-term debt and capital lease obligations(3)	 	 	4,568,834	 	 	 	5,413,937	 	 	 	1,029,257	 	 	 	346,994	 	 	 	1,651,448	 	
Long-term debt and capital lease obligations(4)(3)	 	 	3,351,627	 	 	 	2,462,462	 	 	 	16,940,809	 	 	 	17,324,284	 	 	 	12,456,259	 	
Liabilities subject to compromise(4)	 	 	14,757,255	 	 	 	14,610,064	 	 	 	—	 	 	 	—	 	 	 	—	 	
Company-obligated mandatorily redeemable convertible preferred securities of subsidiary trusts(5)	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	1,123,969	 	

 
			
(1)		As a result of our Chapter 11 and CCAA filings, for the year ended December 31, 2005, we recorded $5.0 billion of reorganization items primarily related to the provisions for expected allowed claims, impairment of our Canadian subsidiaries, write-off of unamortized deferred financing costs and losses on terminated contracts. In addition, we recorded impairment charges of $4.5 billion related to operating plants, development and construction projects, joint venture investments and notes receivable.	

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(2)		The 2003 gain from the cumulative effect of a change in accounting principle included three items: (1) a gain of $181.9 million, net of tax effect, from the adoption of DIG Issue No. C20; (2) a loss of $1.5 million associated with the adoption of FIN 46-R and the deconsolidation of the Trusts which issued the HIGH TIDES and (3) a gain of $0.5 million, net of tax effect, from the adoption of SFAS No. 143 “Accounting for Asset Retirement Obligations.”	
 		
(3)		As a result of our Chapter 11 filings, we reclassified approximately $5.1 billion of long-term debt and capital lease obligations to short-term at December 31, 2005 as the Chapter 11 filings constituted events of default or otherwise triggered repayment obligations for the Calpine Debtors and certain Non-Debtor entities. See Note 8 of the Notes to Consolidated Financial Statements for more information.	
 		
(4)		LSTC include unsecured and under secured liabilities incurred prior to the Petition Date and exclude liabilities that are fully secured or liabilities of our subsidiaries or affiliates that have not made Chapter 11 filings and other approved payments such as taxes and payroll. As a result of our Chapter 11 filings, we reclassified approximately $7.5 billion of long-term debt to LSTC at December 31, 2005. See Note 3 of the Notes to Consolidated Financial Statements for more information.	
 		
(5)		Included in long-term debt as of December 31, 2004 and 2003.	
 
Set forth below is a table summarizing the dollar amounts and percentages of our total revenue for the years ended December 31, 2006, 2005, and 2004, that represent purchased power and purchased gas sales for hedging and optimization and the costs we incurred to purchase the power and gas that we resold during these periods (in thousands, except percentage data):

 	 	Years Ended December 31,	 	
 	 	2006	 	 	2005	 	 	2004	 	
 		
Total revenue	 	$	6,705,760	 	 	$	10,112,658	 	 	$	8,648,382	 	
Sales of purchased power and gas for hedging and optimization	 	 	1,249,632	 	 	 	3,667,992	 	 	 	3,376,293	 	
As a percentage of total revenue	 	 	18.64	%	 	 	36.27	%	 	 	39.04	%	
Total cost of revenue	 	 	5,957,749	 	 	 	12,057,581	 	 	 	8,268,433	 	
Purchased power and gas expense for hedging and optimization	 	 	1,198,378	 	 	 	3,417,153	 	 	 	3,198,690	 	
As a percentage of total cost of revenue	 	 	20.11	%	 	 	28.34	%	 	 	38.69	%	

The primary reasons for the significant levels of these sales and cost of revenue items for the years ended December 31, 2005 and 2004, include: (i) significant levels of hedging, balancing and optimization activities by our CES risk management organization; (ii) particularly volatile markets for electricity and natural gas, which prompted us to frequently adjust our hedge positions by buying or selling power and/or natural gas, and (iii) we report most of our hedging contracts on a gross basis (as opposed to netting sales and cost of revenue). For the year ended December 31, 2006, the level of these sales and costs of revenue items declined as a result of both lower volumes and lower prices. The volume decrease resulted from (i) decreased dispatch, especially during the first half of 2006, due to lower spark spreads as a result of mild weather generally and increased hydroelectric generation in the Northwest, and (ii) limitations on our ability to conduct hedging and optimization activities as a result of reduced availability of credit and the termination or disruption of certain customer relationships following our Chapter 11 filings. The decrease related to pricing was generally the result of declining gas prices resulting in a corresponding decrease in power prices.

Item 7.   	Management’s Discussion and Analysis of Financial Condition and Results of Operations	
 
Forward-Looking Information
 
This Managements’ Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our accompanying Consolidated Financial Statements and related notes. See the cautionary statement regarding forward-looking statements on page 1 of this Report for a description of important factors that could cause actual results to differ from expected results. See also Item 1A. “Risk Factors.”

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EXECUTIVE OVERVIEW
 
The past year has been marked by changes and challenges related to our restructuring efforts. Our primary goal in 2006 was stabilizing our business operations and adjusting to the changes caused by our Chapter 11 filings, and we believe we have made great progress during the twelve months following the Petition Date. We entered into the DIP Facility, which has provided liquidity necessary for us to continue operations as a debtor-in-possession. After performing a comprehensive review of approximately 6,000 executory contracts and leases, we identified assets and activities that no longer represented a strategic fit with our core business, and we sold or otherwise disposed of certain non-core assets and limited or exited certain activities. As a result of our asset sale activities, we have also made strides in reducing our existing indebtedness. Ultimately, during 2006 we developed the principles of our new business plan which we expect to finalize during the second quarter of 2007.
 
Our key challenges in 2007 will be obtaining the Replacement DIP Facility that we expect to take us through our emergence from Chapter 11 and then finalizing and soliciting confirmation of a plan or plans of reorganization in our Chapter 11 cases. On March 5, 2007, the U.S. Bankruptcy Court authorized us to pursue post-petition debt financing to repay the DIP Facility, repay certain pre-existing secured debt, finance the further development and construction of certain projects, and enhance our liquidity position. We have already begun negotiating such a Replacement DIP Facility with potential lenders and expect to close in late March 2007. By June 20, 2007, we expect to propose a plan or plans of reorganization that will provide a roadmap for our emergence from Chapter 11. Finalizing a plan or plans of reorganization will involve negotiations with the Committees and, with U.S. Bankruptcy Court approval, will determine how the claims of various creditors and interests of equity holders will be satisfied.
 
We continue to face challenges, but we believe our accomplishments in 2006 have positioned us to capitalize on our core competencies and successfully emerge from Chapter 11.
 
Our Business
 
We are a wholesale power company that operates and develops clean, reliable and cost-competitive power generation facilities across the U.S. Our core business and primary source of revenue is the generation and sale of electricity and electricity-related products across the U.S. through the operation of our portfolio of generation assets. We protect and enhance the value of our assets with sophisticated commercial risk management and asset optimization, which optimize the dispatch and maintenance of our power plants. Since the Petition Date, we have been operating as debtors-in-possession pursuant to the Bankruptcy Code.
 
We operate a fleet of power generation facilities with over 25,000 MW of capacity as of December 31, 2006, making us one of the largest wholesale power producers in the U.S. Our portfolio is comprised of two fuel-efficient and clean power generation technologies: natural gas-fired combustion (primarily combined-cycle) facilities and renewable geothermal facilities. We own or lease 66 operating natural gas-fired power facilities in 20 states across the U.S. as well as 19 geothermal facilities in the Geysers region of northern California. Our geothermal facilities are the largest producing geothermal resource in the U.S. Our natural gas-fired portfolio is equipped with state-of-the-art power generation technologies and is recognized as one of the most environmentally friendly and fuel-efficient fleets in the U.S.
 
We are focused on maximizing value by leveraging our portfolio of power plants, geographic diversity and operational and commercial expertise to provide the optimal combination of products and services to our customers. To accomplish this goal, we seek to maximize asset performance, optimize the management of our commodity exposure and take advantage of growth and development opportunities.
 
We have developed a long-term business plan that has refocused our attention on our core strengths and that we expect will enable us to emerge from Chapter 11 as a more profitable enterprise. Our new business plan was prepared using a bottom-up approach, with input from throughout the organization and in conjunction with our third-party advisors. The primary assumptions and financial modeling underlying our new business plan have been completed; however, additional changes may be required due to changes in market and regulatory conditions. This new business plan will serve as the foundation for our Replacement DIP Facility, exit financing and our plan of reorganization.

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Restructuring
 
In 2006, we initiated a broad, comprehensive process to begin strengthening our core business activities and improving our financial health. Our 2006 accomplishments include:
 
Asset Divestitures and Designated Projects  — In the first half of 2006, we identified 14 power plants that did not exhibit compelling profit potential which we refer to as the designated projects. See “  —  Liquidity and Capital Resources  —  Asset Sales” for further information regarding these designated projects. During 2006, we have successfully restructured three, turned two over to their owner-lessor, sold two, and had one sale pending as of year end 2006.
 
In addition to the designated projects, we had identified other power plants, certain turbines and component parts as well as our turbine parts and services businesses, TTS and PSM, for potential divestiture. During 2006, we sold TTS and several turbines and component parts and, as of year end 2006, we had one sale pending for a power plant and had entered into an agreement to sell substantially all of the assets of PSM. Our actions with respect to the designated projects and other assets will result in total proceeds of approximately $1.2 billion.
 
Executory Contracts and Unexpired Lease Analysis  — Under the Bankruptcy Code, we have the right to assume, assume and assign, or reject certain executory contracts and unexpired leases, subject to the approval of the U.S. Bankruptcy Court and certain other conditions. During 2006, we have reviewed approximately 6,000 executory contracts and unexpired leases using operational and economic criteria to determine what action should be taken. We also may have the opportunity to renegotiate certain executory contracts rather than pursuing a rejection or termination.
 
Capital Structure and Interest Expense  — We have implemented initiatives to simplify our capital structure and to reduce our contractual interest expense. As a result of our asset sales and actions taken with respect to our designated projects, we have reduced our existing indebtedness by over $500 million and have eliminated approximately $438 million of future operating lease payments.
 
Claims Reconciliation Process  — We are performing a comprehensive review and reconciliation of the more than 17,600 claims received against the U.S. Debtor estates totaling approximately $105.6 billion. This process involves the identification of certain categories of claims that might be disallowed and expunged, reduced and allowed or reclassified and allowed. During 2006, we filed four omnibus claims objections, which disallowed and expunged claims totaling approximately $27 billion. We identified an additional $44 billion of claims as redundant. We expect to file additional omnibus claims objections during the pendency of the Chapter 11 cases.
 
Reorganization Items
 
We have and will continue to incur substantial expenses resulting from our Chapter 11 cases. Reorganization items presented on our Consolidated Statements of Operations represent the direct and incremental costs related to our Chapter 11 cases such as professional fees, pre-petition liability claim adjustments and losses that are probable and can be estimated, net of interest income earned on cash accumulated during the Chapter 11 cases and net of gains on the sale of assets related to our restructuring activities. During 2005, we recorded $5.0 billion of reorganization items primarily related to the provision for expected allowed claims resulting from the parental guarantee of debt issued by entities in the deconsolidated Canadian debtor ownership chains, impairment of our investment in the Canadian subsidiaries, write-off of deferred financing costs on debt subject to compromise, and the loss on certain commodity contracts terminated by our counterparties. During 2006, we recorded $972.0 million of reorganization items primarily related to the provision for expected allowed claims resulting from the rejection, repudiation or termination of leases, gas transportation and power transmission contracts and our guarantee of CES-Canada’s performance under a tolling agreement which it repudiated.
 
We expect that our financial results could be volatile throughout 2007 and through our emergence from Chapter 11 as our restructuring activities will likely result in additional charges for expected allowed claims, asset impairments and reorganization items that could be material to our financial position or results of operations in any given period.

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Matters Affecting Comparability
 
As of the Petition Date, we deconsolidated most of our Canadian and other foreign entities as we determined that the administration of the CCAA proceedings in a jurisdiction other than that of the U.S. Debtors resulted in a loss of the elements of control necessary for consolidation. Because our Consolidated Financial Statements contained herein exclude the financial statements of the Canadian Debtors, the information in this Report principally describes the Chapter 11 cases and only describes the CCAA proceedings where they have a material effect on our operations or where such information provides necessary background information.
 
Future Performance Indicators
 
As indicated above, our historical financial performance is likely not indicative of our future financial performance during the pendency of the Chapter 11 cases and CCAA proceedings or beyond because, among other things: (i) we generally will not accrue interest expense on our debt classified as LSTC during the pendency of our Chapter 11 cases, except pursuant to orders of the U.S. Bankruptcy Court; (ii) we expect to dispose of, or restructure agreements relating to, certain plants that do not generate positive cash flow or which are otherwise considered non-strategic; (iii) we implemented overhead reduction programs, including staff reductions and non-core office closures; (iv) we have been able to or are seeking to reject, repudiate or terminate certain unprofitable or burdensome contracts and leases, and we may further seek to reject, repudiate or terminate contracts and leases in the future; (v) we have been able to or are seeking to assume certain beneficial contracts and leases, and we may further seek to assume contracts and leases in the future in accordance with the time frames set forth in the Bankruptcy Code; (vi) we have deconsolidated certain Canadian and other foreign subsidiaries as a result of the CCAA proceedings and currently account for our investment in such entities under the cost method; (vii) as part of our emergence from Chapter 11, we may be required to adopt fresh start accounting in a future period, resulting in the remeasurement of our assets and liabilities to fair value as of the fresh start reporting date, which may differ materially from historical balances; and (viii) if fresh start accounting is required, our financial results after the application of fresh start accounting may be different from historical trends.
 
We believe the following factors are important in assessing our ability to continue to fund our operations and to successfully reorganize and emerge from Chapter 11 as a sustainable, competitive and profitable power company: (i) reducing our activities in certain non-core areas and lowering overhead and operating expenses; (ii) reducing our anticipated capital requirements over the coming quarters and years; (iii) improving the profitability of our operations and our performance as measured, in part, by the non-GAAP financial measures and other performance metrics discussed in “— Non-GAAP Financial Measures” and “— Operating Performance Metrics” below; (iv) complying with the covenants in our DIP Facility and Replacement DIP Facility; (v) gaining access to adequate exit financing capital upon emergence from Chapter 11; and (vi) stabilizing and increasing future contractual cash flows.

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RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
 
Set forth below are the results of operations for the years ended December 31, 2006, as compared to the same period in 2005 (in thousands, except for unit pricing information and percentages). In the comparative tables below, increases in revenue/income or decreases in expense (favorable variances) are shown without brackets while decreases in revenue/income or increases in expense (unfavorable variances) are shown with brackets in the “$ Change” and ‘‘% Change” columns.

 	 	Years Ended December 31,	 	 	 	 	 	 	 	
 	 	2006	 	 	2005	 	 	$ Change	 	 	% Change	 	
 		
Revenue:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Electricity and steam revenue	 	$	5,279,989	 	 	$	6,278,840	 	 	$	(998,851	)	 	 	(16	)%	
Sales of purchased power and gas for hedging and optimization	 	 	1,249,632	 	 	 	3,667,992	 	 	 	(2,418,360	)	 	 	(66	)	
Mark-to-market activities, net	 	 	98,983	 	 	 	11,385	 	 	 	87,598	 	 	 	#	 	
Other revenue	 	 	77,156	 	 	 	154,441	 	 	 	(77,285	)	 	 	(50	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenue	 	 	6,705,760	 	 	 	10,112,658	 	 	 	(3,406,898	)	 	 	(34	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of revenue:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Plant operating expense	 	 	749,933	 	 	 	717,393	 	 	 	(32,540	)	 	 	(5	)	
Purchased power and gas expense for hedging and optimization	 	 	1,198,378	 	 	 	3,417,153	 	 	 	2,218,775	 	 	 	65	 	
Fuel expense	 	 	3,238,727	 	 	 	4,623,286	 	 	 	1,384,559	 	 	 	30	 	
Depreciation and amortization expense	 	 	470,446	 	 	 	506,441	 	 	 	35,995	 	 	 	7	 	
Operating plant impairments	 	 	52,497	 	 	 	2,412,586	 	 	 	2,360,089	 	 	 	98	 	
Operating lease expense	 	 	66,014	 	 	 	104,709	 	 	 	38,695	 	 	 	37	 	
Other cost of revenue	 	 	181,754	 	 	 	276,013	 	 	 	94,259	 	 	 	34	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total cost of revenue	 	 	5,957,749	 	 	 	12,057,581	 	 	 	6,099,832	 	 	 	51	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit (loss)	 	 	748,011	 	 	 	(1,944,923	)	 	 	2,692,934	 	 	 	#	 	
Equipment, development project and other impairments	 	 	64,975	 	 	 	2,117,665	 	 	 	2,052,690	 	 	 	97	 	
Sales, general and administrative expense	 	 	174,603	 	 	 	239,857	 	 	 	65,254	 	 	 	27	 	
Other operating expense	 	 	36,354	 	 	 	68,834	 	 	 	32,480	 	 	 	47	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) from operations	 	 	472,079	 	 	 	(4,371,279	)	 	 	4,843,358	 	 	 	#	 	
Interest expense	 	 	1,262,289	 	 	 	1,397,288	 	 	 	134,999	 	 	 	10	 	
Interest (income)	 	 	(79,214	)	 	 	(84,226	)	 	 	(5,012	)	 	 	(6	)	
Loss (income) from repurchase of various issuances of debt	 	 	18,131	 	 	 	(203,341	)	 	 	(221,472	)	 	 	#	 	
Minority interest expense	 	 	4,726	 	 	 	42,454	 	 	 	37,728	 	 	 	89	 	
Other (income) expense, net	 	 	(4,555	)	 	 	72,388	 	 	 	76,943	 	 	 	#	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Loss before reorganization items, provision (benefit) for income taxes, discontinued operations and cumulative effect of a change in accounting principle	 	 	(729,298	)	 	 	(5,595,842	)	 	 	4,866,544	 	 	 	87	 	
Reorganization items	 	 	971,956	 	 	 	5,026,510	 	 	 	4,054,554	 	 	 	81	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Loss before provision (benefit) for income taxes, discontinued operations and cumulative effect of a change in accounting principle	 	 	(1,701,254	)	 	 	(10,622,352	)	 	 	8,921,098	 	 	 	84	 	
Provision (benefit) for income taxes	 	 	64,158	 	 	 	(741,398	)	 	 	(805,556	)	 	 	#	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Loss before discontinued operations and cumulative effect of a change in accounting principle	 	 	(1,765,412	)	 	 	(9,880,954	)	 	 	8,115,542	 	 	 	82	 	
Discontinued operations, net of tax provision of $ — and $131,746	 	 	—	 	 	 	(58,254	)	 	 	58,254	 	 	 	#	 	
Cumulative effect of a change in accounting principle, net of tax	 	 	505	 	 	 	—	 	 	 	505	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss	 	$	(1,764,907	)	 	$	(9,939,208	)	 	$	8,174,301	 	 	 	82	 	

 

			
#		Variance of 100% or greater	

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Total revenue decreased by 34% during the year ended December 31, 2006, as compared to the year ended December 31, 2005, primarily due to a 66% decrease in sales of purchased power and gas for hedging and optimization. The decline in sales of purchased power and gas for hedging and optimization resulted primarily from lower electricity and natural gas prices which thereby reduced the amount of hedging and optimization activity during 2006. Additionally, reduced availability of credit and the termination or disruption of certain customer relationships following our Chapter 11 filings further limited our ability to conduct hedging and optimization activities. Correspondingly, purchased power and gas expense for hedging and optimization declined by 65% for similar reasons.
 
Electricity and steam revenue is comprised of fixed capacity payments, which are not related to production, variable energy payments, which are related to production, and thermal and other revenue. Capacity revenues include, besides traditional capacity payments, other revenues such as RMR Contracts and ancillary service revenues. Thermal and other revenue consists primarily of host steam sales. Electricity and steam revenue, as shown in the following table, declined by approximately 16% due primarily to a 12% reduction in average electric prices before the effects of hedging, balancing, and optimization and, to a lesser extent, a 5% decrease in generation reflecting soft demand in the first half of 2006 as a result of strong hydroelectric production in the Northwest and mild weather in general in most of our markets. Thus, in 2006, our average baseload capacity factor declined to 39.2% from 43.9% in the same period a year ago. Our average baseload capacity in operations increased by 7% or 1,578 MW with three new gas-fired plants achieving commercial operations in 2006. See “— Operating Performance Metrics,” below for an explanation of average baseload capacity factor.

 	 	2006	 	 	2005	 	 	Change	 	 	% Change	 	
 	 	(Dollars in thousands, except pricing data)	 	
 		
Electricity and steam revenue:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Energy	 	$	3,983,342	 	 	$	4,676,631	 	 	$	(693,289	)	 	 	(15	)%	
Capacity	 	 	938,066	 	 	 	1,103,118	 	 	 	(165,052	)	 	 	(15	)	
Thermal and other	 	 	358,581	 	 	 	499,091	 	 	 	(140,510	)	 	 	(28	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total electricity and steam revenue	 	$	5,279,989	 	 	$	6,278,840	 	 	$	(998,851	)	 	 	(16	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
MWh produced	 	 	83,146	 	 	 	87,431	 	 	 	(4,285	)	 	 	(5	)	
Average electric price per MWh generated	 	$	63.50	 	 	$	71.81	 	 	$	(8.31	)	 	 	(12	)	

Gross profit (loss) improved by $2.7 billion in the twelve months ended December 31, 2006, over the same period a year ago, primarily due to a decrease in operating plant impairments. During the year ended December 31, 2005, we recorded $2.4 billion of operating plant impairment charges resulting from the impairment evaluation performed in connection with our Chapter 11 filings. During the year ended December 31, 2006, we recorded $52.5 million of operating plant impairments resulting primarily from our decision to dispose of certain operating plants in connection with our restructuring activities. See Note 2 of the Notes to Consolidated Financial Statements for further discussion of our impairment charges.
 
The improvement in gross profit (loss) is also due, to a much lesser extent, to the improvement in our all-in realized spark spread (a component of gross profit) as described in “— Operating Performance Metrics” below. During 2006, all-in realized spark spread improved $176.9 million or 9% over the same period a year ago. The convergence of several factors contributed to the improvement: (i) favorable weather patterns; (ii) the termination of certain marginally priced PPAs, and (iii) the short gas position created from our portfolio of fixed-price power contracts, which benefited as our average realized gas price declined by approximately 28% in 2006 compared to 2005. Weather patterns across the country negatively impacted our all-in realized spark spread in the first half of 2006 because of the mild winter weather combined with increased hydroelectric production in the Pacific Northwest as a result of unseasonably high rainfall and snowmelt. However, beginning in the summer the weather patterns changed in our favor as the country experienced unseasonably hot weather, which combined with tight reserve margins in the western U.S. and Texas, resulting in an increase in all-in realized spark spread. In July and August 2006, we experienced average spot market spark spreads that were at or near five year highs in our key markets.

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Mark-to-market activities, which are shown on a net basis and detailed in the following table, result from general market price movements against our open commodity derivative positions, not designated as hedges. These commodity positions represent a small portion of our overall commodity contract position. Realized revenue represents the portion of contracts actually settled and is offset by a corresponding change in unrealized gains or losses as unrealized derivative values are converted from unrealized forward positions to cash at settlement. Unrealized gains and losses include the change in fair value of open contracts as well as the ineffective portion of our cash flow hedges.
 
The favorable variance in net mark-to-market activities includes $27.5 million related to the Deer Park Energy Center, $51.8 million related to our gas position (partially offset by power positions), and $8.4 million related to interest rate swaps. The $27.5 million net change related to the Deer Park Energy Center includes a favorable variance of $202.9 million due to gains on the realized and unrealized power positions, partially offset by an unfavorable variance of $175.4 million due to losses on the realized and unrealized gas positions. The $51.8 million net change in our gas position (net of power positions) includes a favorable variance of $124.3 million due to gains on our realized and unrealized gas positions, partially offset by an unfavorable variance of $72.5 million due to losses on our realized and unrealized power positions.

 	 	Years Ended December 31,	 	 	 	 	 	 	 	
 	 	2006	 	 	2005	 	 	$ Change	 	 	% Change	 	
 	 	(Dollars in thousands)	 	
 		
Mark-to-market activities, net:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Realized:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Power	 	$	190,023	 	 	$	284,521	 	 	$	(94,498	)	 	 	(33	)%	
Gas	 	 	(300,146	)	 	 	(178,038	)	 	 	(122,108	)	 	 	(69	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total realized activity	 	$	(110,123	)	 	$	106,483	 	 	$	(216,606	)	 	 	#	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Unrealized:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Power	 	$	140,776	 	 	$	(84,105	)	 	$	224,881	 	 	 	#	 	
Gas	 	 	59,958	 	 	 	(10,993	)	 	 	70,951	 	 	 	#	 	
Interest rate derivatives	 	 	8,372	 	 	 	—	 	 	 	8,372	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total unrealized activity	 	 	209,106	 	 	 	(95,098	)	 	 	304,204	 	 	 	#	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total mark-to-market activities, net	 	$	98,983	 	 	$	11,385	 	 	$	87,598	 	 	 	#	 	

 

			
#		Variance of 100% or greater	
 
The favorable variance in other revenue, net of other cost of revenue was due to the non-recurrence of prior period transaction costs of $20.3 million associated with a derivative contract at our Deer Park Energy Center, partially offset by an $8.6 million reduction in gross profit due to decreased sales of gas turbine components at PSM, and a $13.0 million decrease in gross profit resulting from the deconsolidation of TTS and certain Canadian subsidiaries as of the Petition Date.
 
Plant operating expense increased primarily due to $47.6 million of higher major maintenance expense, including equipment failure costs and losses on sales of scrap parts related to outages. This unfavorable variance was partially offset by regular operations and maintenance costs, which were favorable by $12.8 million due largely to lower information systems and insurance costs.
 
Fuel expense decreased during 2006, as compared to 2005 due primarily to a decrease of 28% in natural gas prices and a 5% decrease in generation.
 
Depreciation and amortization expense decreased primarily due to a $79.2 million decrease in depreciation resulting from the $2.4 billion impairment of certain operating plants in the fourth quarter of 2005, as well as $17.4 million related to the deconsolidation of our Canadian and other foreign subsidiaries as of the Petition Date. The favorable variance was partially offset by increases of $15.3 million related to the consolidation of Acadia PP, $18.7 million related to the purchase of the Geysers Assets in the first quarter of 2006, $9.3 million related to

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Pastoria Energy Facility Phase I and II achieving commercial operation in the second and third quarters of 2005, respectively, $6.4 million related to achieving commercial operation of the auxiliary boilers at the Freeport Energy Center in the first quarter of 2006 and the Mankato Power Plant achieving commercial operation in the third quarter of 2006, and $6.3 million related to Metcalf Energy Center achieving commercial operation in the second quarter of 2005.
 
During 2006, we recorded equipment, development project, and other impairment charges of $65.0 million primarily related to certain turbine-generator equipment not assigned to projects for which we determined near-term sales were likely. During 2005, we recorded $2.1 billion of impairment charges resulting from the impairment evaluation of our construction and development projects, joint venture investments and certain notes receivable performed in connection with our Chapter 11 filings.
 
Operating lease expense decreased primarily due to a decrease of $23.9 million resulting from the purchase of the Geysers Assets in the first quarter of 2006 and the termination of the related facility operating leases, a decrease of $9.5 million related to the rejection of the Rumford and Tiverton leases during the second quarter of 2006, and a decrease of $3.2 million resulting from the non-recurrence of an asset retirement obligation charge related to a leased power plant in 2005.
 
Sales, general and administrative expense decreased primarily related to the overall reduction in workforce including a reduction of salary and salary-related expenses of $51.4 million and stock compensation expenses of $12.7 million. In addition, legal fees decreased by $31.1 million over the prior year related primarily to fees incurred in 2005 in connection with liquidity problems and other litigation matters prior to our Chapter 11 filings. These favorable variances were partially offset by the accrual of $29.3 million in employee bonus expense during 2006 while no comparable accrual was made for 2005.
 
Other operating expense decreased primarily as a result of the non-recurrence of charges of $33.6 million related to the cancellation of 12 LTSAs with GE recorded during 2005.
 
Interest expense decreased during 2006, as compared to 2005, due to a decrease of $470.3 million related to discontinuing the accrual of interest expense related to debt instruments reclassified to LSTC, other than certain debt classified as LSTC on which interest was accrued in accordance with U.S. Bankruptcy Court orders, primarily the Second Priority Debt on which we continued to pay interest pursuant to the Cash Collateral Order. The favorable variance was also due to a decrease of $46.7 million related to the repayment of the remaining outstanding $646.1 million of our First Priority Notes in the second quarter of 2006. These favorable variances were partially offset by a reduction in capitalized interest of $170.1 million related to certain power plants entering commercial operations and project development activities winding down and increases of (i) $76.7 million related to the effect of prior year interest expense reclassified to discontinued operations, (ii) $49.5 million related to higher interest rates and additional draws on the CalGen floating rate debt, and (iii) $74.5 million in interest on borrowings under the DIP Facility in the current period.
 
During 2006, we recognized a loss of $18.1 million on the repurchase of the First Priority Notes. During 2005, we recorded an aggregate gain of $203.3 million primarily related to the repurchase of $917.1 million aggregate principal amount of Senior Notes.
 
Minority interest expense decreased due to the deconsolidation of our Canadian and other foreign subsidiaries in December 2005, leaving Acadia PP as our only subsidiary with minority interest ownership.
 
The favorable variance of $76.9 million in other (income) expense was due in part to a $6.0 million distribution received in 2006 from the AELLC bankruptcy estate, gains in 2006 of $5.6 million related to the sale of auxiliary boilers, and a $2.5 million increase in the sale of emission reduction credits and allowances in 2006 over the same period a year ago. Also, during 2005, we recorded a $14.7 million foreign exchange loss, primarily on intercompany loans with our Canadian and other foreign subsidiaries. This foreign exchange loss did not recur in 2006 following the write-off of the loans at the time of our Chapter 11 and CCAA filings on the Petition Date. Also included in 2005 were $16.7 million of increased expenses related to letter of credit fees, an $18.5 million loss related to the sale of our investment in Gray’s Ferry in June 2005, $9.8 million of increased legal reserves, which included $5.4 million related to an arbitration claim involving Auburndale PP, and a $5.9 million write-off of unamortized deferred financing costs due to the refinancing of the Metcalf construction loan.

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Reorganization items represent direct and incremental costs related to our Chapter 11 cases, such as professional fees, pre-petition liability claim adjustments and losses that are probable and can be estimated. The table below lists the significant items within reorganization items for the years ended December 31, 2006 and 2005 (in millions).

 	 	2006	 	 	2005	 	 	$ Change	 	 	% Change	 	
 	 	(Dollars in thousands)	 	
 		
Provision for expected allowed claims	 	$	844.8	 	 	$	3,930.9	 	 	$	3,086.1	 	 	 	79	%	
Professional fees	 	 	153.3	 	 	 	36.4	 	 	 	(116.9	)	 	 	#	 	
Net (gain) on asset sales	 	 	(105.9	)	 	 	—	 	 	 	105.9	 	 	 	—	 	
DIP Facility financing costs	 	 	39.0	 	 	 	—	 	 	 	(39.0	)	 	 	—	 	
Interest (income) on accumulated cash	 	 	(24.9	)	 	 	—	 	 	 	24.9	 	 	 	—	 	
Impairment of investment in Canadian subsidiaries	 	 	—	 	 	 	879.1	 	 	 	879.1	 	 	 	#	 	
Write-off of deferred financing costs and debt discounts	 	 	—	 	 	 	148.1	 	 	 	148.1	 	 	 	#	 	
Other	 	 	65.7	 	 	 	32.0	 	 	 	(33.7	)	 	 	#	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total reorganization items	 	$	972.0	 	 	$	5,026.5	 	 	$	4,054.5	 	 	 	81	 	

 

			
#		Variance of 100% or greater	
 
The favorable variance in reorganization items is primarily due to non-recurrence of significant charges recorded as of the Petition Date with respect to our deconsolidated and other foreign subsidiaries. During 2005, we recorded a provision for expected allowed claims related to U.S. Debtor guarantees of debt issued by certain of our deconsolidated Canadian entities. Some of the guarantee exposures are redundant; however, we determined the duplicative guarantees were probable of being allowed into the claim pool by the U.S. Bankruptcy Court. Also contributing to the favorable variance was the non-recurrence of the prior year impairment of our investment in Canadian and other foreign subsidiaries upon their deconsolidation as of the Petition Date. These favorable variances were partially offset by expected allowed claims recorded during 2006 resulting primarily from our rejection of the Rumford and Tiverton power plant leases and the repudiation by CES-Canada, a Canadian Debtor, of its tolling agreement with Calgary Energy Centre. Calpine Corporation had guaranteed CES-Canada’s performance under the tolling agreement. During 2006, we also recorded a provision for expected allowed claims of $445.4 million resulting from the rejection or repudiation of certain gas transportation and power transmission contracts.
 
The decrease in pre-tax loss resulted primarily from the non-recurrence of the significant level of impairment charges and reorganization items that we experienced in December 2005 as a result of our Chapter 11 and CCAA filings. During the year ended December 31, 2005, we recorded $4.5 billion of impairment charges and $5.0 billion of reorganization items. During the year ended December 31, 2006, we recorded impairment charges of $117.5 million and reorganization items of $972.0 million. We recorded a tax provision on our net loss at an effective tax rate of 3.77% in 2006 compared to a tax benefit on our net loss at an effective tax rate of 7.0% in 2005. The effective tax rate for the years ended December 31, 2006 was primarily impacted by an increase in valuation allowances of approximately $682.4 million that we recorded against deferred tax assets to the extent they cannot be used to offset future income arising from the expected reversal of taxable differences. Because of valuation allowances, we did not recognize a significant tax benefit on our pre-tax loss from continuing operations for the year ended December 31, 2006. In addition, we accrued certain tax contingency reserves and current year state taxes that increased the 2006 tax provision. See Note 9 of the Notes to Consolidated Financial Statements for further information regarding our effective tax rate.
 
See “— Results of Operations for the Years Ended December 31, 2005 and 2004” for a discussion of our 2005 discontinued operations.

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RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
 
Set forth below are the results of operations for the years ended December 31, 2005 as compared to the same period in 2004 (in thousands, except for unit pricing information and percentages); in the comparative tables below, increases in revenue/income or decreases in expense (favorable variances) are shown without brackets while decreases in revenue/income or increases in expense (unfavorable variances) are shown with brackets in the “$ Change” and ‘‘% Change” columns.

 	 	Years Ended December 31,	 	 	 	 	 	 	 	
 	 	2005	 	 	2004	 	 	$ Change	 	 	% Change	 	
 		
Revenue:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Electricity and steam revenue	 	$	6,278,840	 	 	$	5,165,347	 	 	$	1,113,493	 	 	 	22	%	
Sales of purchased power and gas for hedging and optimization	 	 	3,667,992	 	 	 	3,376,293	 	 	 	291,699	 	 	 	9	 	
Mark-to-market activities, net	 	 	11,385	 	 	 	13,404	 	 	 	(2,019	)	 	 	(15	)	
Other revenue	 	 	154,441	 	 	 	93,338	 	 	 	61,103	 	 	 	65	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenue	 	 	10,112,658	 	 	 	8,648,382	 	 	 	1,464,276	 	 	 	17	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of revenue:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Plant operating expense	 	 	717,393	 	 	 	727,911	 	 	 	10,518	 	 	 	1	 	
Purchased power and gas expense for hedging and optimization	 	 	3,417,153	 	 	 	3,198,690	 	 	 	(218,463	)	 	 	(7	)	
Fuel expense	 	 	4,623,286	 	 	 	3,587,416	 	 	 	(1,035,870	)	 	 	(29	)	
Depreciation and amortization expense	 	 	506,441	 	 	 	446,018	 	 	 	(60,423	)	 	 	(14	)	
Operating plant impairments	 	 	2,412,586	 	 	 	—	 	 	 	(2,412,586	)	 	 	—	 	
Operating lease expense	 	 	104,709	 	 	 	105,886	 	 	 	1,177	 	 	 	1	 	
Other cost of revenue	 	 	276,013	 	 	 	202,512	 	 	 	(73,501	)	 	 	(36	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total cost of revenue	 	 	12,057,581	 	 	 	8,268,433	 	 	 	(3,789,148	)	 	 	(46	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross (loss) profit	 	 	(1,944,923	)	 	 	379,949	 	 	 	(2,324,872	)	 	 	#	 	
Equipment, development project and other impairments	 	 	2,117,665	 	 	 	46,894	 	 	 	(2,070,771	)	 	 	#	 	
Sales, general and administrative expense	 	 	239,857	 	 	 	220,567	 	 	 	(19,290	)	 	 	(9	)	
Other operating expense	 	 	68,834	 	 	 	60,108	 	 	 	(8,726	)	 	 	(15	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(Loss) income from operations	 	 	(4,371,279	)	 	 	52,380	 	 	 	(4,423,659	)	 	 	#	 	
Interest expense	 	 	1,397,288	 	 	 	1,095,419	 	 	 	(301,869	)	 	 	(28	)	
Interest (income)	 	 	(84,226	)	 	 	(54,766	)	 	 	29,460	 	 	 	54	 	
(Income) from repurchase of various issuances of debt	 	 	(203,341	)	 	 	(246,949	)	 	 	(43,608	)	 	 	(18	)	
Minority interest expense	 	 	42,454	 	 	 	34,735	 	 	 	(7,719	)	 	 	(22	)	
Other (income) expense, net	 	 	72,388	 	 	 	(121,062	)	 	 	(193,450	)	 	 	#	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Loss before reorganization items, benefit for income taxes and discontinued operations	 	 	(5,595,842	)	 	 	(654,997	)	 	 	(4,940,845	)	 	 	#	 	
Reorganization items	 	 	5,026,510	 	 	 	—	 	 	 	(5,026,510	)	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Loss before (benefit) for income taxes and discontinued operations	 	 	(10,622,352	)	 	 	(654,997	)	 	 	(9,967,355	)	 	 	#	 	
(Benefit) for income taxes	 	 	(741,398	)	 	 	(235,314	)	 	 	506,084	 	 	 	#	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Loss before discontinued operations	 	 	(9,880,954	)	 	 	(419,683	)	 	 	(9,461,271	)	 	 	#	 	
Discontinued operations, net of tax provision of $131,746 and $8,860	 	 	(58,254	)	 	 	177,222	 	 	 	(235,476	)	 	 	#	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss	 	$	(9,939,208	)	 	$	(242,461	)	 	$	(9,696,747	)	 	 	#	 	

 

			
#		Variance of 100% or greater	
 
Total revenue increased by 17% during the year ended December 31, 2005, as compared to the year ended December 31, 2004 primarily due to a 22% increase in electricity and steam revenues as discussed below.

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Electricity and steam revenue is comprised of fixed capacity payments, which are not related to production, variable energy payments, which are related to production, and thermal and other revenue. Capacity revenues include, besides traditional capacity payments, other revenues such as those from RMR Contracts and ancillary service revenues. Thermal and other revenue consists primarily of host steam sales. Electricity and steam revenue, as shown in the following table, increased as we completed construction and brought into operation four new baseload power plants in 2005, and our average consolidated operating capacity increased by 3,009 MW, or 14%, to 25,207 MW at December 31, 2005. We also realized a 16% increase in our average electric price before the effects of hedging, balancing and optimization. Generation increased by 5% to 87,431 MWh. The increase in generation lagged behind the increase in average MW in operation as our baseload capacity factor dropped to 43.9% in 2005 from 48.5% in 2004 primarily due to the increased occurrence of unattractive off-peak market spark spreads in certain areas. This was partially due to mild weather and an oversupply in those markets, which caused us to more frequently cycle off certain of our merchant plants without contracts in off-peak hours.

 	 	Years Ended December 31,	 	 	 	 	 	 	 	
 	 	2005	 	 	2004	 	 	Change	 	 	% Change	 	
 	 	(Dollars in thousands, except pricing data)	 	
 		
Electricity and steam revenue:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Energy	 	$	4,676,631	 	 	$	3,782,205	 	 	$	894,426	 	 	 	24	%	
Capacity	 	 	1,103,118	 	 	 	1,002,939	 	 	 	100,179	 	 	 	10	%	
Thermal and other	 	 	499,091	 	 	 	380,203	 	 	 	118,888	 	 	 	31	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total electricity and steam revenues	 	$	6,278,840	 	 	$	5,165,347	 	 	$	1,113,493	 	 	 	22	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
MWh produced	 	 	87,431	 	 	 	83,412	 	 	 	4,019	 	 	 	5	%	
Average electric price per MWh generated	 	$	71.81	 	 	$	61.93	 	 	$	9.88	 	 	 	16	%	

Sales and purchases of power and gas for hedging and optimization increased during 2005 due primarily to higher gas volumes and higher prices for gas in 2005 over the prior year.
 
Mark-to-market activities, which are shown on a net basis and detailed in the following table, result from general market price movements against our open commodity derivative positions, including positions accounted for as trading and other mark-to-market activities. These commodity positions represent a small portion of our overall commodity contract position. Realized revenue represents the portion of contracts actually settled and is offset by a corresponding change in unrealized gains or losses as unrealized derivative values are converted from unrealized forward positions to cash at settlement. Unrealized gains and losses include the change in fair value of open contracts as well as the ineffective portion of our cash flow hedges. The increase in realized revenue, as seen in the following table, is due in part to amortization of prepayments for power at our Deer Park Energy Center. The increase in unrealized loss is due primarily to undesignated PPAs. A summary of the change in mark-to-market activities, net is provided below.

  	 	Years Ended December 31,	 	 	 	 	 	 	 	
 	 	2005	 	 	2004	 	 	$ Change	 	 	% Change	 	
 	 	(Dollars in thousands)	 	
 		
Mark-to-market activities, net:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Realized:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Power	 	$	284,521	 	 	$	40,104	 	 	$	244,417	 	 	 	#	 	
Gas	 	 	(178,038	)	 	 	8,025	 	 	 	(186,063	)	 	 	#	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total realized activity	 	$	106,483	 	 	$	48,129	 	 	$	58,354	 	 	 	#	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Unrealized:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Power	 	$	(84,105	)	 	$	(29,852	)	 	$	(54,253	)	 	 	#	 	
Gas	 	 	(10,993	)	 	 	(4,873	)	 	 	(6,120	)	 	 	#	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total unrealized activity	 	$	(95,098	)	 	$	(34,725	)	 	$	(60,373	)	 	 	#	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total mark-to-market activities, net	 	$	11,385	 	 	$	13,404	 	 	$	(2,019	)	 	 	(15	)%	

 

			
#		Variance of 100% or greater	

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The unfavorable variance in other revenue, net of other cost of revenue, was primarily due to $20.3 million in transaction costs related to our Deer Park Energy Center in 2005, $12.8 million in transmission costs resulting from additional power plants becoming operational in mid-2004 as well as transmission expense related to transmission rights acquired between the ERCOT and SPP electricity markets, and $8.6 million in increased royalty expense due primarily to a $5.4 million increase in the accrual of contingent purchase price payments to the previous owners of the Texas City and Clear Lake power plants based on a percentage of gross revenues at these two plants and the remainder due to an increase in royalties at the Geysers Assets. These increased costs were partially offset by a $23.1 million increase in gross profit from sales of gas turbine components at PSM and gas turbine maintenance services and the sale of spare turbine parts and components at TTS. In addition to this, there were $4.7 million in costs associated with engineering, procurement and construction services provided to Greenfield LP during 2005.
 
Plant operating expense decreased even though four new baseload power plants and one expansion project were completed during 2005 due primarily to lower charges for equipment repair costs in 2005.
 
Fuel expense increased during 2005, as compared to the same period in 2004 due primarily to higher natural gas prices, the sale of natural gas assets (which required us to purchase more from third parties), and an increase of 5% in generation. This increase in generation was due largely to the addition of four baseload power facilities and one expansion project to our consolidated operating portfolio in 2005. Our average fuel expense before the effects of hedging, balancing and optimization increased by 24% from $6.27/MMBtu for the year ended December 31, 2004 to $7.80/MMBtu for the same period in 2005.
 
We recorded operating plant impairment charges of $2.4 billion during the year ended December 31, 2005. As a result of our Chapter 11 filings, we concluded that impairment indicators existed at December 31, 2005, which required us to perform an impairment analysis of our various long-lived assets. We recorded operating plant impairments resulting generally from our determination that the likelihood of sale or other disposition of certain of our operating plants had increased. There were no such operating plant impairment charges during the year ended December 31, 2004.
 
Depreciation and amortization expense increased by $26.8 million due to the Pastoria Energy Center, Metcalf Energy Center, Fox Energy Center phase I, and Bethpage Energy Center achieving commercial operation during 2005, and an additional $29.0 million resulting from Goldendale Energy Center, Columbia Energy Center, Riverside Energy Center, Rocky Mountain Energy Center, Deer Park Energy Center, and Osprey Energy Center achieving commercial operation in mid to late 2004.
 
Equipment, development project and other impairments increased by $2.1 billion primarily related to the project and asset impairment evaluation performed in connection with our Chapter 11 filings. The 2004 impairment charges primarily resulted from cancellation costs of six heat recovery steam generators and component part orders and related component part impairments.
 
Sales, general and administrative expense increased in 2005 due primarily to an increase in legal fees resulting from our liquidity problems prior to our Chapter 11 filings.
 
Other operating expense increased as a result of charges of $34.1 million related to the cancellation of nine LTSAs with GE during 2005, as compared to charges of $7.7 million related to the cancellation of four LTSAs with Siemens in 2004; and an increase in project development expense of $7.7 million during 2005 primarily due to higher preservation activity costs on suspended construction projects. This unfavorable variance was largely offset by an increase in income from unconsolidated investments of $26.2 million due mostly to lower major maintenance costs and decreased LTSA costs from Acadia PP prior to its consolidation in the latter part of 2005, and the non-recurrence of losses recorded in 2004 from our investment in the AELLC power plant. We ceased to recognize our share of the operating results of AELLC as we began to account for our investment in AELLC using the cost method following loss of effective control when AELLC filed for bankruptcy protection in November 2004. In September 2004, prior to AELLC filing for bankruptcy protection, we recognized a loss of $11.6 million for our share of an adverse jury award related to a dispute with IP.
 
Interest expense increased primarily as a result of higher average interest rates and lower capitalization of interest expense. Our average interest rate increased from 8.4% for the year ended December 31, 2004, to 9.4% for the year ended December 31, 2005, primarily due to the impact of rising U.S. interest rates and their effect on our

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existing variable rate debt portfolio and higher average interest rates incurred on new debt instruments that were entered into to replace and/or refinance existing debt instruments during 2005. Interest capitalized decreased from $376.1 million for the year ended December 31, 2004, to $196.1 million for the year ended December 31, 2005, as new plants entered commercial operations (at which point capitalization of interest expense ceases) and because of suspended capitalization of interest on three partially completed construction projects.
 
Interest (income) increased due primarily to higher interest earned on restricted cash as well as margin deposits and collateral posted to secure letters of credit and due to higher interest rates.
 
We recognized a net gain of $203.3 million for the year ended December 31, 2005, comprised of a $220.1 million gain on the repurchase of $917.1 million principal amount of senior notes, net of losses of $8.3 million and $8.5 million on the repurchase of $94.3 million principal amount of convertible senior notes and $115.0 million principal amount of HIGH TIDES III, respectively. During 2004, we recognized a net gain of $246.9 million comprised of gains of $177.6 million and $77.1 million on the repurchase of $743.4 million principal amount of senior notes and $925.0 million principal amount of convertible senior notes, respectively, net of a $7.8 million loss on the repurchase of $152.5 million principal amount of HIGH TIDES I and II.
 
Minority interest expense increased during the year ended December 31, 2005, as compared to the same period in 2004 primarily due to a $7.5 million increase in income at CPLP prior to its deconsolidation, which is 70% owned by CPIF, and was largely caused by an increase in steam revenue at the Island Cogen plant which was driven by higher gas prices; the price of gas is a component of the steam revenue calculation.
 
Other (income) expense was less favorable for the year ended December 31, 2005, by $193.5 million as compared with the same period in 2004. This was due mostly to non-recurrence of income that was recognized in 2004 (primarily $187.5 million of income from the restructuring and sale of PPAs at our Newark and Parlin power plants and the restructuring of a gas contract at the Auburndale Power Plant). There were also increased expenses in 2005 due to an $18.5 million loss related to the sale of our investment in Gray’s Ferry and an $8.3 million charge for letter of credit fees, offset by reduced foreign currency losses of $26.9 million.
 
Reorganization items of $5.0 billion were recorded in December 2005, while no similar costs were incurred in 2004. See “— Results of Operations for the Years Ended December 31, 2006 and 2005” for details of our 2005 reorganization items.
 
The pre-tax loss increase resulted from the approximately $4.5 billion of impairment charges and approximately $5.0 billion of reorganization items recorded in December 2005 as discussed above. The effective tax rate decreased to 7.0% in 2005 compared to 35.9% in the same period in 2004 primarily due to the recording of valuation allowances against deferred tax assets. The tax rates on continuing operations for the year ended December 31, 2005 reflect the reclassification to discontinued operations of certain tax expense related to the sale of the natural gas business, and the Saltend, Morris and Ontelaunee power plants. See Note 7 of the Notes to Consolidated Financial Statements for further information on discontinued operations.
 
During the year ended December 31, 2005, discontinued operations activity included the pre-tax gain on the sale of Saltend of $22.2 million and the pre-tax gain on the sale of substantially all of our remaining oil and gas assets of $340.1 million. Both dispositions closed in July 2005. Offsetting these gains were pre-tax losses of $136.8 million related to the sale of Ontelaunee, and $106.2 million related to the sale of Morris. On a pre-tax basis, we recorded income from discontinued operations for the year ended December 31, 2005 of $73.5 million. Our effective tax rate on discontinued operations for the year ended December 31, 2005, however, was 179% due primarily to the tax provision on the gains from the sale of Saltend and the oil and gas assets partially offset by the Morris loss. Additionally, no tax benefit was recognized on the Ontelaunee loss due to the valuation allowance established. As a consequence, we recorded an after-tax loss from discontinued operations of $58.3 million. Discontinued operations for the year ended December 31, 2004, net of tax, was $177.2 million and consisted primarily of a pre-tax gain of $208.2 million from the sale of our Canadian and U.S. oil and gas assets.
 
NON-GAAP FINANCIAL MEASURES
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations includes financial information prepared in accordance with GAAP, as well as certain non-GAAP financial measures, such as all-in

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realized spark spread, as defined and calculated in “— Operating Performance Metrics.” In addition, our management utilizes another non-GAAP financial measure, Adjusted EBITDA, as a measure of performance. Generally, a non-GAAP financial measure is a numerical measure of financial performance, financial position or cash flows that exclude (or include) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP.
 
We define Adjusted EBITDA as EBITDA (earnings before interest, taxes, depreciation, and amortization) as adjusted for certain items described below and presented in the accompanying reconciliation. Adjusted EBITDA is not a measure calculated in accordance with GAAP, and should be viewed as a supplement to and not a substitute for our results of operations presented in accordance with GAAP. Adjusted EBITDA does not purport to represent net income (loss) as defined by GAAP as an indicator of operating performance. Furthermore, Adjusted EBITDA is not necessarily comparable to similarly-titled measures reported by other companies.
 
We believe Adjusted EBITDA is used by and is useful to investors and other users of our financial statements in evaluating our operating performance because it provides them with an additional tool to compare business performance across companies and across periods. We believe that EBITDA (earnings before interest, taxes, depreciation, and amortization) is widely used by investors to measure a company’s operating performance without regard to items such as interest expense, taxes, depreciation and amortization, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired.
 
Additionally, we believe that investors commonly adjust EBITDA information to eliminate the effect of restructuring and other expenses, which vary widely from company to company and impair comparability. As we define it, Adjusted EBITDA excludes the impact of reorganization items and impairment charges, among other items as detailed in the below reconciliation. We are currently incurring substantial reorganization costs, both direct and incremental, in connection with our Chapter 11 cases. In addition, we have incurred substantial asset impairment charges related to our Chapter 11 filings and intended actions with respect to our portfolio of assets. Since the Petition Date, these charges have been significant but are not expected to continue as we emerge from Chapter 11. Therefore, we exclude reorganization items and impairment charges from Adjusted EBITDA as our management believes that these items would distort their ability to efficiently view and assess our core operating trends.
 
Our management uses Adjusted EBITDA (i) as a measure of operating performance to assist in comparing performance from period to period on a consistent basis and to readily view operating trends; (ii) as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations; and (iii) in communications with our Board of Directors, shareholders, creditors, analysts and investors concerning our financial performance.

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The below table provides a reconciliation of Adjusted EBITDA to our GAAP net loss (in thousands):

 	 	Years Ended December 31,	 	
 	 	2006	 	 	2005	 	 	2004	 	
 		
GAAP net loss	 	$	(1,764,907	)	 	$	(9,939,208	)	 	$	(242,461	)	
Less: Income (loss) from discontinued operations	 	 	—	 	 	 	(58,254	)	 	 	177,222	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss from continuing operations	 	 	(1,764,907	)	 	 	(9,880,954	)	 	 	(419,683	)	
Add:	 	 	 	 	 	 	 	 	 	 	 	 	
Adjustments to reconcile Adjusted EBITDA to net loss from continuing operations:	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense, net of interest income	 	 	1,183,075	 	 	 	1,313,062	 	 	 	1,040,653	 	
Depreciation and amortization expense, excluding deferred financing costs(1)	 	 	522,187	 	 	 	558,291	 	 	 	500,264	 	
Income tax expense (benefit)	 	 	64,158	 	 	 	(741,398	)	 	 	(235,314	)	
Impairment charges	 	 	117,472	 	 	 	4,530,251	 	 	 	46,894	 	
Reorganization items	 	 	971,956	 	 	 	5,026,510	 	 	 	—	 	
Major maintenance expense	 	 	77,223	 	 	 	69,895	 	 	 	92,468	 	
Operating lease expense	 	 	66,014	 	 	 	104,709	 	 	 	105,886	 	
Loss (income) on repurchase of debt	 	 	18,131	 	 	 	(203,341	)	 	 	(246,949	)	
(Gains) losses on derivatives	 	 	(221,305	)	 	 	51,650	 	 	 	43,645	 	
(Gains) losses on sales of assets and contract restructuring, excluding reorganization items	 	 	(5,578	)	 	 	17,694	 	 	 	(225,288	)	
Other	 	 	802	 	 	 	80,691	 	 	 	144,272	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA	 	$	1,029,228	 	 	$	927,060	 	 	$	846,848	 	

 

			
(1)		Includes depreciation and amortization related to sales, general and administrative expenses and other amortization.	
 
OPERATING PERFORMANCE METRICS
 
In understanding our business, we believe that certain operating performance metrics and non-GAAP financial measures are particularly important. These are described below:

 	• 	MWh generated.   We generate power that we sell to third parties. These sales are recorded as electricity and steam revenue. The volume in MWh is a direct indicator of our level of electricity generation activity.	
 		
 	• 	Average availability and average baseload capacity factor.   Availability represents the percent of total hours during the period that our plants were available to run after taking into account the downtime associated with both scheduled and unscheduled outages. The baseload capacity factor is calculated by dividing (a) total MWh generated by our power plants (excluding peakers) by the product of multiplying (b) the weighted average MW in operation during the period by (c) the total hours in the period. The average baseload capacity factor is thus a measure of total actual generation as a percent of total potential generation. If we elect not to generate during periods when electricity pricing is too low or gas prices too high to operate profitably, the baseload capacity factor will reflect that decision as well as both scheduled and unscheduled outages due to maintenance and repair requirements.	
 		
 	• 	Average Heat Rate for gas-fired fleet of power plants expressed in Btus of fuel consumed per KWh generated.   We calculate the average Heat Rate for our gas-fired power plants (excluding peakers) by dividing (a) fuel consumed in Btu by (b) KWh generated. The resultant Heat Rate is a measure of fuel efficiency, so the lower the Heat Rate, the lower our cost of generation. We also calculate a “steam-adjusted” Heat Rate, in which we adjust the fuel consumption in Btu down by the equivalent heat content in steam or other thermal energy exported to a third party, such as to steam hosts for our cogeneration facilities.	

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 	• 	Average all-in realized electric price expressed in dollars per MWh generated.   Our risk management and optimization activities are integral to our power generation business and directly impact our total realized revenues from generation. Accordingly, we calculate the all-in realized electric price per MWh generated by dividing (a) adjusted electricity and steam revenue, which includes capacity revenues, energy revenues, thermal revenues, the spread on sales of purchased electricity for hedging, balancing, and optimization activity and generating revenue recorded in mark-to-market activities, net, by (b) total generated MWh in the period.	
 		
 	• 	Average cost of natural gas expressed in dollars per MMBtu of fuel consumed.   Our risk management and optimization activities related to fuel procurement directly impact our total fuel expense. The fuel costs for our gas-fired power plants are a function of the price we pay for fuel purchased and the results of the fuel hedging, balancing, and optimization activities by CES. Accordingly, we calculate the cost of natural gas per MMBtu of fuel consumed in our power plants by dividing (a) adjusted fuel expense which includes the cost of fuel consumed by our plants (adding back cost of intercompany gas pipeline costs, which is eliminated in consolidation), the spread on sales of purchased gas for hedging, balancing, and optimization activity, and fuel expense related to generation recorded in mark-to-market activities, net by (b) the heat content in millions of Btu of the fuel we consumed in our power plants for the period.	
 		
 	• 	All-in realized spark spread expressed in dollars per MWh generated.   Our risk management activities focus on managing the spark spread for our portfolio of power plants, the spread between the sales price for electricity generated and the cost of fuel. We calculate all-in realized spark spread by subtracting (a) adjusted fuel expense from (b) adjusted electricity and steam revenue. We calculate the all-in realized spark spread per MWh generated by dividing all-in realized spark spread by total MWh generated in the period.	
 		
 	• 	Average plant operating expense per MWh.   To assess trends in electric power plant operating expense, or POX, per MWh, we divide POX by total MWh generated in the period.	

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The table below shows the operating performance metrics for continuing operations discussed above.

 	 	Years Ended December 31,	 	
 	 	2006	 	 	2005	 	 	2004	 	
 	 	(In thousands except hours in period, percentages, Heat Rate, price and cost information)	 	
 		
Operating Performance Metrics	 	 	 	 	 	 	 	 	 	 	 	 	
MWh generated	 	 	83,146	 	 	 	87,431	 	 	 	83,412	 	
Average availability	 	 	91.3	%	 	 	91.5	%	 	 	92.6	%	
Average baseload capacity factor:	 	 	 	 	 	 	 	 	 	 	 	 	
Average total MW in operation	 	 	26,785	 	 	 	25,207	 	 	 	22,198	 	
Less: Average MW of pure peakers	 	 	2,965	 	 	 	2,965	 	 	 	2,951	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Average baseload MW in operation	 	 	23,820	 	 	 	22,242	 	 	 	19,247	 	
Hours in the period	 	 	8,760	 	 	 	8,760	 	 	 	8,784	 	
Potential baseload generation (MWh)	 	 	208,663	 	 	 	194,840	 	 	 	169,066	 	
Actual total generation (MWh)	 	 	83,146	 	 	 	87,431	 	 	 	83,412	 	
Less: Actual pure peakers’ generation (MWh)	 	 	1,446	 	 	 	1,893	 	 	 	1,453	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Actual baseload generation (MWh)	 	 	81,700	 	 	 	85,538	 	 	 	81,959	 	
Average baseload capacity factor	 	 	39.2	%	 	 	43.9	%	 	 	48.5	%	
Average Heat Rate for gas-fired power plants (excluding peakers)(Btu’s/KWh):	 	 	 	 	 	 	 	 	 	 	 	 	
Not steam adjusted	 	 	8,343	 	 	 	8,369	 	 	 	8,303	 	
Steam adjusted	 	 	7,223	 	 	 	7,187	 	 	 	7,172	 	
Average all-in realized electric price:	 	 	 	 	 	 	 	 	 	 	 	 	
Electricity and steam revenue	 	$	5,279,989	 	 	$	6,278,840	 	 	$	5,165,347	 	
Spread on sales of purchased power for hedging and optimization	 	 	31,187	 	 	 	307,759	 	 	 	166,016	 	
Revenue related to power generation in mark-to-market activities, net	 	 	178,025	 	 	 	243,405	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted electricity and steam revenue	 	$	5,489,201	 	 	$	6,830,004	 	 	$	5,331,363	 	
MWh generated	 	 	83,146	 	 	 	87,431	 	 	 	83,412	 	
Average all-in realized electric price per MWh	 	$	66.02	 	 	 	78.12	 	 	 	63.92	 	
Average cost of natural gas:	 	 	 	 	 	 	 	 	 	 	 	 	
Fuel expense	 	$	3,238,727	 	 	$	4,623,286	 	 	$	3,587,416	 	
Fuel cost elimination	 	 	12,393	 	 	 	8,395	 	 	 	18,029	 	
Spread on sales of purchased gas for hedging and optimization	 	 	(20,067	)	 	 	56,921	 	 	 	(11,587	)	
Fuel expense related to power generation in mark-to-market activities, net	 	 	129,632	 	 	 	189,770	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted fuel expense	 	$	3,360,685	 	 	$	4,878,372	 	 	$	3,593,858	 	
MMBtu of fuel consumed by generating plants	 	 	564,356	 	 	 	592,962	 	 	 	571,869	 	
Average cost of natural gas per MMBtu	 	$	5.95	 	 	$	8.23	 	 	$	6.28	 	
MWh generated	 	 	83,146	 	 	 	87,431	 	 	 	83,412	 	
Average cost of adjusted fuel expense per MWh	 	$	40.42	 	 	$	55.80	 	 	$	43.09	 	
All-in realized spark spread:	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted electricity and steam revenue	 	$	5,489,201	 	 	$	6,830,004	 	 	$	5,331,363	 	
Less: Adjusted fuel expense	 	 	3,360,685	 	 	 	4,878,372	 	 	 	3,593,858	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
All-in realized spark spread	 	$	2,128,516	 	 	$	1,951,632	 	 	$	1,737,505	 	
MWh generated	 	 	83,146	 	 	 	87,431	 	 	 	83,412	 	
All-in realized spark spread per MWh	 	$	25.60	 	 	$	22.32	 	 	$	20.83	 	
Average plant operating expense (POX) per actual MWh:	 	 	 	 	 	 	 	 	 	 	 	 	
POX	 	$	749,933	 	 	$	717,393	 	 	$	727,911	 	
POX per actual MWh	 	$	9.02	 	 	$	8.21	 	 	$	8.73	 	

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LIQUIDITY AND CAPITAL RESOURCES
 
Our business is capital intensive. Our ability to successfully reorganize and emerge from Chapter 11 protection, while continuing to operate our current fleet of power plants, including completing our remaining plants under construction and maintaining our relationships with vendors, suppliers, customers and others with whom we conduct or seek to conduct business, is dependent on the continued availability of capital on attractive terms. As described below, we have entered into, and obtained U.S. Bankruptcy Court approval of, the $2.0 billion existing DIP Facility and are currently pursuing the $5.0 billion Replacement DIP Facility, which we believe will be sufficient to support our operations for the anticipated duration of our Chapter 11 cases. In addition, we have obtained U.S. Bankruptcy Court approval of several other matters that we believe are important to maintaining our ability to operate in the ordinary course during our Chapter 11 cases, including (i) our cash management program (as described under “Cash Management” below), (ii) payments to our employees, vendors and suppliers necessary in order to keep our facilities operational and (iii) procedures for the rejection of certain leases and executory contracts.
 
We currently obtain cash from our general operations, borrowings under credit facilities, including the existing DIP Facility described below, sale or partial sale of certain assets, and project financings or refinancings. In the past, we have also obtained cash from issuances of debt, equity, trust preferred securities and convertible debentures and contingent convertible notes; proceeds from sale/leaseback transactions; and contract monetizations, and we or our subsidiaries may in the future complete similar transactions in order to fund our ongoing operations and emergence from Chapter 11. We utilize this cash to fund our operations, service or prepay debt obligations, fund acquisitions, develop and construct power generation facilities, finance capital expenditures, support our hedging, balancing and optimization activities, and meet our other cash and liquidity needs. We reinvest any cash from operations into our business or use it to reduce debt, rather than to pay cash dividends. We do not intend, nor do we anticipate being able, to pay any cash dividends on our common stock in the foreseeable future because of our Chapter 11 cases and liquidity constraints. In addition, our ability to pay cash dividends is restricted under certain of our indentures and our other debt agreements. Future cash dividends, if any, following our emergence from Chapter 11 will be at the discretion of our Board of Directors and will depend upon, among other things, our future operations and earnings, capital requirements, general financial condition, contractual restrictions and such other factors as our Board of Directors may deem relevant.
 
In order to improve our liquidity position, we have taken steps to stabilize, improve and strengthen our power generation business and our financial health by reducing activities and curtailing expenditures in certain non-core areas. We expect to continue our efforts to reduce overhead and discontinue activities that do not have compelling profit potential, particularly in the near term. Our development activities have been reduced, and we have only one project currently in active development. We continue to review our less advanced development opportunities, which we have put on hold, to determine what actions we should take; we may pursue new opportunities that arise, particularly if power contracts and financing are available and attractive returns are expected. We have completed the sale of certain of our power plants or other assets, and expect that, as a result of our ongoing review process, additional power plants or other assets may be sold or the agreements relating to certain of our facilities may be restructured, or that commercial operations may be suspended at certain of our power plants. See “— Rejection of Executory Contracts and Unexpired Leases” and “— Asset Sales” below for further details.
 
We began to implement staff reductions in 2006, and approximately 850 positions have been eliminated out of a total of approximately 1,100 positions originally slated for elimination (over one third of our pre-Petition Date workforce). We continue to evaluate our staffing needs and expect that there will be further staff reductions in 2007, but the total number may change depending on whether certain asset sales or other divestitures or facility shutdowns occur. We have closed our non-core offices and rejected the related office leases. We expect that these staff reductions (assuming all of the original 1,100 positions are eliminated) and non-core office closures, together with reductions in controllable overhead costs, will reduce annual operating costs by approximately $150 to $180 million, significantly improving our financial and liquidity positions. We estimate severance costs for the workforce reduction to be in the range of approximately $26 to $29 million which will be included in reorganization items on our Consolidated Statements of Operations.

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In general, we paid current interest on our First Priority Notes until they were repurchased in May and June 2006, and we pay current interest on debt of the Calpine Debtors that has been determined to be fully secured and make payments of interest or principal, as applicable, on the debt of our subsidiaries that have not filed for protection under Chapter 11 nor are subject to the CCAA proceedings. Pursuant to the Cash Collateral Order, we make periodic cash interest payments to the holders of Second Priority Debt; originally payments were made only through June 30, 2006 but, by order entered December 28, 2006, the U.S. Bankruptcy Court modified the Cash Collateral Order to provide for periodic interest payments on a quarterly basis to the holders of the Second Priority Debt through December 31, 2007. The holders of the Second Priority Debt must seek further orders from the U.S. Bankruptcy Court for any further interest to be paid. We do not generally pay interest or make other debt service payments on the debt of the Calpine Debtors classified as LSTC other than pursuant to applicable U.S. Bankruptcy Court orders. As a result, for the year ended December 31, 2006, our actual interest payments to unrelated parties were less by $474.8 million than the contractually specified interest payments (at non-default rates) would have been. Total annual contractual interest (at non-default rates) related to debt classified as LSTC was approximately $650 million for 2006.
 
Ultimately, whether we will have sufficient liquidity from cash flow from operations, borrowings available under our existing DIP Facility and Replacement DIP Facility, and proceeds from asset sales sufficient to fund our operations, including anticipated capital expenditures and working capital requirements, as well as to satisfy our current obligations under our outstanding indebtedness while we remain in Chapter 11 will depend, to some extent, on whether our business plan is successful, including whether we are able to realize expected cost savings from implementing that plan, as well as the other factors noted in the discussion of forward-looking statements in Item 1. “Business” and the risk factors included in Item 1A. “Risk Factors.”
 
As a result of our Chapter 11 filings and the other matters described herein, including the uncertainties related to the fact that we have not yet had time to complete and obtain confirmation of a plan or plans of reorganization, there is substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern, including our ability to meet our ongoing operational obligations, is dependent upon, among other things: (i) our ability to maintain adequate cash on hand; (ii) our ability to generate cash from operations; (iii) the cost, duration and outcome of the restructuring process; (iv) our ability to comply with the terms of our existing DIP Facility and Replacement DIP Facility and the adequate assurance provisions of the Cash Collateral Order; and (v) our ability to achieve profitability following a restructuring. These challenges are in addition to those operational and competitive challenges faced by us in connection with our business. In conjunction with our advisors, we are implementing strategies to aid our liquidity and our ability to continue as a going concern. However, there can be no assurance as to the success of such efforts.
 
Existing DIP Facility and Replacement DIP Facility  — On January 26, 2006, the U.S. Bankruptcy Court entered a final order approving our $2.0 billion DIP Facility and removing its previously imposed limitation on our ability to borrow thereunder. The DIP Facility, which will remain in place until the earliest of repayment, an effective plan of reorganization or December 20, 2007, is comprised of a $1.0 billion revolving credit facility priced at LIBOR plus 225 basis points or base rate plus 125 basis points, a $400 million first priority term loan priced at LIBOR plus 225 basis points or base rate plus 125 basis points and a $600 million second priority term loan priced at LIBOR plus 400 basis points or base rate plus 300 basis points. The DIP Facility is collateralized by first priority liens on all of the unencumbered assets of the U.S. Debtors, including the Geysers Assets, and junior liens on all of their encumbered assets. The proceeds of borrowings and letters of credit issued under the DIP Facility’s revolving credit facility will be used, among other things, for working capital and other general corporate purposes. As of December 31, 2006, there was $996.5 million outstanding under the term loan facilities, nothing outstanding under the revolving credit facility, and $82.5 million of letters of credit were issued against the revolving credit facility.
 
The DIP Facility was amended on May 3, 2006, to, among other things, provide us with extensions of time to provide certain financial information to the DIP Facility lenders, including financial statements for the year ended December 31, 2005, and for the quarter ended March 31, 2006. Also in May 2006, the DIP Facility lenders consented to the use of borrowings under the DIP Facility to repay a portion of the First Priority Notes in accordance with the orders of the U.S. Bankruptcy Court. The DIP Facility was further amended on September 25, 2006, and December 20, 2006, among other things to allow for certain liens in favor of CalGen in connection with excess cash

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transfers and adequate protection payments to holders of the Second Priority Debt totaling approximately $466 million for 2006 and 2007.
 
On March 5, 2007, the U.S. Bankruptcy Court issued an opinion approving our refinancing motion to obtain a $5.0 billion Replacement DIP Facility to refinance the existing $2.0 billion DIP Facility and repay the approximately $2.5 billion of CalGen Secured Debt. The Replacement DIP Facility consists of a $4.0 billion senior secured term loan, a $1.0 billion senior secured revolving credit facility, with interest rates that shall be based on the ratings of the Replacement DIP Facility on the closing date. The Replacement DIP Facility also has a $2.0 billion incremental term facility, and a rollover option that allows, but does not obligate, us to convert the Replacement DIP Facility into exit financing. In addition, under the Replacement DIP Facility, the U.S. Debtors have the ability to provide liens to counterparties to secure indebtedness in respect of any commodity hedging agreement. The Replacement DIP Facility is expected to close in late March 2007.
 
To effectuate the repayment of the CalGen Secured Debt, the U.S. Debtors requested in the refinancing motion that the U.S. Bankruptcy Court allow the U.S. Debtors’ limited objection to claims filed by the holders of the CalGen Secured Debt. The U.S. Bankruptcy Court granted the U.S. Debtors’ limited objection in part, finding that the CalGen Secured Debt lenders were not entitled to a secured claim for a prepayment premium under the CalGen loan documents. However, the U.S. Bankruptcy Court granted the CalGen Secured Debt lenders an unsecured claim for damages for U.S. Debtors’ repayment during a period when the loan documents prohibit such repayment. Specifically, the U.S. Bankruptcy Court held that (i) the holders of the CalGen First Lien Debt are entitled to damages in the amount of 2.5% of the outstanding principal, (ii) the holders of the CalGen Second Lien Debt are entitled to damages in the amount of 3.5% of the outstanding principal, and (iii) the holders of the CalGen Third Lien Debt are entitled to damages in the amount of 3.5% of the outstanding principal. Although the CalGen Secured Debt lenders are also seeking interest on their claims at the default rate, the U.S. Bankruptcy Court concluded that a decision on default interest would be premature at this time.
 
Prior to the U.S. Bankruptcy Court’s ruling, the U.S. Debtors were able to resolve consensually two objections to the refinancing motion: the objection of the Second Lien Committee; and the limited objection of The Bank of Nova Scotia. First, the U.S. Debtors, along with the Creditors’ Committee, the Equity Committee and the lenders for the Replacement DIP Facility, successfully negotiated a stipulation with the Second Lien Committee providing for certain modifications to the Replacement DIP Facility agreement and the Cash Collateral Order. Although the U.S. Bankruptcy Court approved the stipulation on March 1, 2007, the effectiveness of the stipulation remains subject to the closing of the Replacement DIP Facility. Once the stipulation is effective, the objection of the Second Lien Committee will be deemed withdrawn. Second, the U.S. Debtors have agreed to pay to The Bank of Nova Scotia, as administrative agent for the CalGen First Priority Revolving Loans, 50% of the incremental interest that has accrued through the repayment date at the default rate set forth in the applicable credit agreement. The additional interest payable to The Bank of Nova Scotia constitutes an allowed pre-petition secured claim against CalGen. The terms of the parties’ settlement are incorporated into the refinancing order entered by the U.S. Bankruptcy Court on March 12, 2007.
 
Cash Management  — We have received U.S. Bankruptcy Court approval to continue to manage our cash in accordance with our pre-existing intercompany cash management system during the pendency of the Chapter 11 cases. This program allows us to maintain our existing bank and other investment accounts and to continue to manage our cash on an integrated basis through Calpine Corporation. Such cash management systems are subject to the requirements of the DIP Facility, Cash Collateral Order and the 345(b) Waiver Order. Pursuant to the cash management system, and in accordance with our cash collateral requirements in connection with the DIP Facility and relevant U.S. Bankruptcy Court orders, intercompany transfers are generally recorded as intercompany loans. Upon the closing of the DIP Facility, the cash balances of the U.S. Debtors (each of whom is a participant in the cash management system) became subject to security interests in favor of the DIP Facility lenders. The DIP Facility provides that all unrestricted cash of the U.S. Debtors and certain other subsidiaries exceeding a $25 million threshold be maintained in a concentration account with one of the DIP Facility agents. In addition, the DIP Facility provides that the DIP Facility agent may elect to require all unrestricted cash of the U.S. Debtors and certain other subsidiaries, including amounts below the $25 million threshold, be maintained in the concentration account.

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In addition, during the pendency of our Chapter 11 cases, in lieu of distributions, our U.S. Debtor subsidiaries are permitted under the terms of the Cash Collateral Order to make transfers from their excess cash flow in the form of loans to other U.S. Debtors, notwithstanding the existence of any default or event of default related to our Chapter 11 cases. However, the collateral agent for the CalGen secured debt was not honoring intercompany loan requests due to its disagreement with our interpretation of the Cash Collateral Order’s authorization of such transfers; by December 2006, approximately $258 million in excess cash flow was being held at CalGen. On December 20, 2006, the U.S. Bankruptcy Court approved an order (subsequently modified by order of the U.S. Bankruptcy Court entered on January 17, 2007) modifying the Cash Collateral Order which provides that the CalGen collateral agent will honor all future requests for loan transfers, provided that (a) the U.S. Debtors are in compliance with certain adequate protection obligations under the Cash Collateral Order and (b) CalGen is in compliance, in all material respects, with certain specified provisions of the indentures governing its notes. As adequate protection to CalGen’s secured debt holders, CalGen is provided a first priority lien upon the excess cash flow transferred (to the extent such funds remain in a separate account maintained by us), and CalGen has an allowed claim in the amount of the excess cash flow transferred against each of the U.S. Debtors and a junior lien upon all assets (subject to certain exceptions) of each of the U.S. Debtors. Following entry of the December 20, 2006, order and the amendment of the DIP Facility to permit the liens in favor of CalGen, CalGen transferred to Calpine Corporation, in the form of an intercompany loan, the approximately $258 million in excess cash that had been held at CalGen.
 
Rejection of Executory Contracts and Unexpired Leases  — In accordance with the Bankruptcy Code, we have taken the following actions:

 	• 	We have rejected certain leases, including Rumford and Tiverton power plant leases. See “— Asset Sales” below for further details.	
 		
 	• 	On December 21, 2005, we filed a motion with the U.S. Bankruptcy Court to reject eight PPAs and to enjoin FERC from asserting jurisdiction over the rejections. See Note 15 of the Notes to Consolidated Financial Statements for further discussion of this litigation.	
 		
 	• 	The U.S. Debtors have given notice to counterparties to certain gas transportation and power transmission contracts that the U.S. Debtors will no longer accept or pay for service under such contracts. We believe that any claims resulting from the repudiation, rejection, or termination of these contracts will be treated as pre-petition general unsecured claims.	
 
See Note 3 of the Notes to Consolidated Financial Statements for further discussion of expected allowed claims relating to the above activities and other matters related to the Chapter 11 cases.
 
Capital Spending and Project Financing  — We have two consolidated projects (Freeport Energy Center and Otay Mesa Energy Center) in active construction at December 31, 2006 which are expected to come on line in 2007 and 2009, respectively. The completion of these projects will bring on line approximately 720 MW of baseload capacity (829 MW with peaking capacity). At December 31, 2006, the projected cost to complete these projects is approximately $425 million, which we primarily expect to fund under project financing facilities.
 
We have one unconsolidated project, Greenfield Energy Centre, in active construction at December 31, 2006, which is expected to come on line in early 2008. The completion of this project will bring on line approximately 388 MW of baseload capacity (503 MW with peaking capacity) representing our 50% share. At December 31, 2006, the projected cost to complete this project is Cdn$152 million (representing our 50% share), which we primarily expect to fund under a project financing facility. We can make no assurance we will obtain such project financing. See Note 15 for discussion of a matter related to our ownership interest in Greenfield LP.

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Cash Flow Activities  — The following table summarizes our cash flow activities for the periods indicated:

 	 	Years Ended December 31,	 	
 	 	2006	 	 	2005	 	 	2004	 	
 	 	(In thousands)	 	
 		
Beginning cash and cash equivalents	 	$	785,637	 	 	$	718,023	 	 	$	954,828	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used in):	 	 	 	 	 	 	 	 	 	 	 	 	
Operating activities	 	$	155,983	 	 	$	(708,361	)	 	$	9,895	 	
Investing activities	 	 	14,439	 	 	 	917,457	 	 	 	(401,426	)	
Financing activities	 	 	121,268	 	 	 	(159,929	)	 	 	167,052	 	
Effect of exchange rates changes on cash and cash equivalents, including discontinued operations cash	 	 	—	 	 	 	(181	)	 	 	16,101	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net increase (decrease) in cash and cash equivalents including discontinued operations cash	 	$	291,690	 	 	$	48,986	 	 	$	(208,378	)	
Change in discontinued operations cash classified as assets held for sale	 	 	—	 	 	 	18,628	 	 	 	(28,427	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net increase (decrease) in cash and cash equivalents	 	$	291,690	 	 	$	67,614	 	 	$	(236,805	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Ending cash and cash equivalents	 	$	1,077,327	 	 	$	785,637	 	 	$	718,023	 	

 
Cash flows from operating activities have been primarily impacted by improved operating performance, changes in commodity prices, the impact of our restructuring activities and fluctuations in our working capital items. Cash flows from operating activities for the twelve months ended December 31, 2006, resulted in net inflows of $156.0 million, as compared to net outflows of $708.4 million in the same period in 2005. The increase in cash flows from operating activities was primarily driven by the improvement in gross profit net of non-cash adjustments (mainly for depreciation and amortization, as well as operating plant impairments), to $1.3 billion in 2006, as compared to $999.1 million in 2005. Also contributing to the increase in cash flows from operating activities were net inflows resulting from a decrease in margin deposits and gas and power prepayment balances supporting commodity transactions of $62.9 million due to the settlement of contracts and a decrease in commodity prices during the twelve months ended December 31, 2006, as compared to net outflows of $35.0 million for the same period in 2005 resulting from higher commodity prices during that period. Uses of cash included interest payments of $978.6 million for the twelve months ended December 31, 2006, as compared to $1.3 billion for the same period in 2005 resulting from the discontinuation of interest payments on debt classified as LSTC, other than certain debt for which interest was paid pursuant to U.S. Bankruptcy Court orders. Partially offsetting these increases in cash flows from operating activities was net cash paid for reorganization items, primarily professional fees, of $120.3 million during the twelve months ended December 31, 2006, and changes in working capital items — accounts receivable and accounts payable, liabilities subject to compromise and accrued expenses — that generated net inflows of $129.9 million during the twelve months ended December 31, 2006, as compared to net outflows of $153.7 million for the same period in 2005.
 
Cash flows from investing activities have been primarily impacted by activities scaled back or undertaken as a result of our Chapter 11 restructuring, such as the curtailment of most of our development and construction activities, and the disposition of certain plants which are considered non-strategic. Cash flows from investing activities for the twelve months ended December 31, 2006, resulted in net inflows of $14.4 million, as compared to net inflows of $917.5 million for the same period in 2005, primarily due to the fact that we closed on the sale of fewer assets during the twelve months ended December 31, 2006, than the comparable period in the prior year. The decrease in cash flows from investing activities was largely the result of proceeds from large asset sales in 2005 of $2.1 billion, primarily from the sale of our natural gas assets, Saltend facility and certain other power projects, as compared to $252.2 million in 2006, primarily from the sale of various combustion turbines and the Dighton Power Plant. Additional investing activities in 2005 reflect the receipt of $132.5 million from the disposition of our investment in HIGH TIDES III securities, offset by a $90.9 million decrease in cash due to the deconsolidation of our Canadian and foreign entities. Also contributing to the decrease in cash flows from investing activities was the purchase of the Geysers Assets from the owner lessor in 2006 which used $266.8 million in cash, and contributions

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of $59.0 million to our investment in Greenfield LP. Cash flow from investing activities also decreased due to net outflows of $144.0 million from derivatives not designated as hedges during the twelve months ended December 31, 2006, as compared to net inflows of $102.7 million for the same period in 2005. Partially offsetting these decreases in cash flows from investing activities is the reduction in capital expenditures, including capitalized interest, for the completion of our power facilities from $783.5 million in 2005 to $211.5 million in 2006 as a result of the reduction of our development and construction activities since the Petition Date and a reduction (inflow) in restricted cash of $384.3 million for the twelve months ended December 31, 2006, as compared to a net increase (outflow) of $535.6 million for the same period in 2005. Upon the sale of our natural gas assets to Rosetta in July 2005, pursuant to the indentures governing the First and Second Priority Notes, we deposited the net proceeds into a designated asset sale proceeds account, which resulted in an increase in our restricted cash balance. After amounts used in 2005 to repurchase a portion of our First Priority Notes and to purchase certain natural gas assets in storage, the $406.9 million of remaining proceeds and accrued interest remaining in such account in 2006 was used to repurchase First Priority Notes in accordance with orders of the U.S. Bankruptcy Court. The use of these proceeds is the subject of a lawsuit as described in Note 15 of the Notes to Consolidated Financial Statements.
 
Our primary source of cash flows from financing activities is borrowings under our DIP Facility, and to a lesser extent borrowings under our project financings. Our primary uses of cash in financing activities are repayments of borrowings under the DIP Facility and other debt repayments. Financing activities for the year ended December 31, 2006, provided net inflows of $121.3 million, as compared to net outflows of $159.9 million in the prior year. Sources of cash during the twelve months ended December 31, 2006, were borrowings under the DIP Facility of $1.2 billion and project borrowings of $141.0 million used primarily to fund construction activities at the Freeport and Mankato power plants. During the same period in 2005, we received proceeds of $865.0 million from the issuance of redeemable preferred shares for Calpine Jersey II, Metcalf and CCFCP, $750.5 million from project borrowings, $650.0 million from the issuance of convertible senior notes, $263.6 million from a prepaid commodity derivative contract at our Deer Park facility and $31.3 million from other debt. Uses of cash during the twelve months ended December 31, 2006 were repayments of $646.1 million for the First Priority Notes, $179.6 million for notes payable, $178.5 million for the DIP Facility, $109.7 million for project borrowings and $16.6 million for other debt. During the same period in 2005, we used $880.1 million to repay or repurchase Senior Notes, $778.6 million to repay preferred security offerings (including the Calpine Jersey II mentioned above), $517.5 million to repay HIGH TIDES III and $389.8 million to repay notes payable and project financing debt. In addition, we paid financing fees of $39.2 million in 2006, primarily related to the DIP Facility, as compared to $154.3 million in 2005.
 
Negative Working Capital  — At December 31, 2006, we had negative working capital of $2.9 billion which is primarily due to defaults under certain of our indentures and other financing instruments requiring us to record approximately $3.1 billion of additional debt as current that otherwise would have been recorded as non-current. Generally, we are seeking waivers or other resolutions with respect to the defaults in the case of Non-Debtor entities. With respect to the Calpine Debtor entities, such obligations may have been accelerated due to such defaults, but generally, all actions to enforce or otherwise effect repayment of liabilities preceding the Petition Date are stayed in accordance with the Bankruptcy Code or orders of the Canadian Court, as applicable. See Note 8 of the Notes to Consolidated Financial Statements for further discussion of debt, lease and indenture covenant compliance.
 
Counterparties and Customers  — Our customer and supplier base is concentrated within the energy industry. Additionally, we have exposure to trends within the energy industry, including declines in the creditworthiness of our marketing counterparties. Currently, multiple companies within the energy industry have below investment grade credit ratings. However, we do not currently have any significant exposures to counterparties that are not paying on a current basis.
 
In addition, as a result of our Chapter 11 filings and prior credit ratings downgrades, our credit status has been impaired. Our impaired credit has, among other things, generally resulted in an increase in the amount of collateral required of us by our trading counterparties and also reduced the number of trading counterparties currently willing to do business with us, which reduces our ability to negotiate more favorable terms with them. We expect that our perceived creditworthiness will continue to be impaired at least for the duration of our Chapter 11 cases.

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Letter of Credit Facilities  — At December 31, 2006 and 2005, we had approximately $264.4 million and $370.3 million, respectively, in letters of credit outstanding under various credit facilities to support our risk management and other operational and construction activities.
 
Commodity Margin Deposits and Other Credit Support  — As of December 31, 2006 and 2005, to support commodity transactions, we had margin deposits with third parties of $213.6 million and $287.5 million, respectively; we had gas and power prepayment balances of $114.2 million and $103.2 million, respectively; and we had letters of credit outstanding of $2.0 million and $88.1 million, respectively. Counterparties had deposited with us $0.1 million and $27.0 million as margin deposits at December 31, 2006 and 2005, respectively. Also, counterparties had posted letters of credit to us of $4.2 million at December 31, 2006, while there were no comparable balances in 2005. We use margin deposits, prepayments and letters of credit as credit support for commodity procurement and risk management activities. Future cash collateral requirements may increase based on the extent of our involvement in standard contracts and movements in commodity prices and also based on our credit ratings and general perception of creditworthiness in this market. While we believe that we have adequate liquidity to support our operations at this time, it is difficult to predict future developments and the amount of credit support that we may need to provide as part of our business operations.
 
Asset Sales  — A significant component of our restructuring activities has been to conserve our core strategic assets and selectively dispose of certain less strategically important assets. Since the Petition Date, pursuant to the Cash Collateral Order, we agreed that we would limit the amount of funds available to support the operations of 14 designated projects. These designated projects are: Acadia Energy Center, Aries Power Plant, Clear Lake Power Plant, Dighton Power Plant, Fox Energy Center, Pryor Power Plant, Newark Power Plant, Parlin Power Plant, Pine Bluff Energy Center, Hog Bayou Energy Center, Rumford Power Plant, Santa Rosa Energy Center, Texas City Power Plant, and Tiverton Power Plant. In accordance with the Cash Collateral Order, it is possible that additional power plants will be added (or certain of the listed plants may be removed) as designated projects.
 
During or after the year ended December 31, 2006, we have taken the following actions with respect to our designated projects:

 	• 	On June 23, 2006, we completed the transaction for the rejection of the Rumford and Tiverton leases and the transition of those power plants to a receiver of certain assets of the owner-lessor.	
 		
 	• 	On October 1, 2006, we completed the sale of the Dighton Power Plant, a 170-MW natural gas-fired facility located in Dighton, Massachusetts, to BG North America, LLC for $89.8 million. We recorded a pre-tax gain of approximately $87.3 million.	
 		
 	• 	On October 11, 2006, we completed the sale of our leasehold interest in the Fox Energy Center, a 560-MW natural gas-fired facility located in Kaukauna, Wisconsin, for $16.3 million in cash and the extinguishment of financing obligations of $352.3 million, plus accrued interest. We recorded a pre-tax gain of approximately $1.6 million.	
 		
 	• 	On January 16, 2007, we completed the sale of the Aries Power Plant, a 590-MW natural gas-fired facility in Pleasant Hill, Missouri, to Dogwood Energy LLC, an affiliate of Kelson Holdings, LLC for $233.6 million plus certain per diem expenses of the Company for running the facility after December 21, 2006, through the closing of the sale. We recorded a pre-tax gain of approximately $77.1 million during the first quarter of 2007 related to the sale. As part of the sale we were also required to use a portion of the proceeds received to repay approximately $159.1 million principal amount of financing obligations, $7.6 million in accrued interest, $11.4 million in accrued swap liabilities and $14.3 million in debt pre-payment and make whole premium fees to our project lenders.	
 
We have not yet determined what actions we will take with respect to the other power plants; however, it is possible that we could seek to sell our interests in those facilities or, as applicable, reject the related leases. Such actions could, in some cases, result in additional impairment charges that could be material to our financial condition or results of operations in any given period.

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In addition to the actions taken with respect to our designated projects, the following asset sale activities have also taken place during or after the year ended December 31, 2006:

 	• 	On April 18, 2006, we completed the sale of our 45% indirect equity interest in the 525-MW Valladolid project to the two remaining partners in the project, Mitsui and Chubu, for $42.9 million, less a 10% holdback and transaction fees. Under the terms of the purchase and sale agreement, we received cash proceeds of $38.6 million at closing. The 10% holdback, plus interest, will be returned to us in one year’s time. We eliminated $87.8 million of non-recourse unconsolidated project debt, representing our 45% share of the total project debt of approximately $195.0 million. In addition, funds held in escrow for credit support of $9.4 million were released to us. We recorded an impairment charge of $41.3 million for our investment in the project during the year ended December 31, 2005; accordingly, no material gain or loss was recognized on this sale.	
 		
 	• 	On September 28, 2006, our indirect wholly owned subsidiary, Calpine European Finance LLC, completed the sale of its entire equity interest in its wholly owned subsidiary TTS to Ansaldo Energia S.p.A for Euro 18.5 million or US$23.5 million (at then-current exchange rates). Both Calpine European Finance LLC and TTS had been deconsolidated for accounting purposes as a result of the CCAA filings. The proceeds of the sale have been deposited in an escrow account to be ultimately divided among Calpine, PSM, and CCRC (a Canadian Debtor), based primarily on accounts receivable from TTS and certain other intercompany obligations.	
 		
 	• 	On October 2, 2006, we completed the sale of a partial ownership interest in Russell City Energy Company, LLC, the owner of the Russell City Energy Center, which is a proposed 600-MW natural gas-fired facility to be built in Hayward, California, to ASC after completing an auction process in the U.S. Bankruptcy Court. As part of the transaction, we received approval from the U.S. Bankruptcy Court to transfer the Russell City project assets, which the parties have agreed are valued at approximately $81 million, to a newly formed entity in which we have a 65% ownership interest and ASC has a 35% ownership interest. In exchange for its 35% ownership interest, ASC has agreed to provide approximately $44 million of capital funding and to post an approximately $37 million letter of credit as required under a PPA with PG&E related to the Russell City project. We have the right to reacquire ASC’s 35% interest during the period beginning on the second anniversary and ending on the fifth anniversary of commercial operations of the facility. Exercise of the buyout right requires 180 days prior written notice to ASC and payment of an amount necessary to yield a stipulated pre-tax internal rate of return to ASC, calculated using assumptions specified in the transaction agreements.	
 		
 	• 	On February 21, 2007, we completed the sale of substantially all of the assets of the Goldendale Energy Center, a 247-MW natural gas-fired, combined-cycle power plant located in Goldendale, Washington, to Puget Sound Energy LLC for approximately $120 million, plus the assumption by Puget Sound of certain liabilities. We expect to record a pre-tax gain of approximately $30 million during the first quarter of 2007.	
 		
 	• 	On March 7, 2007, the U.S. Bankruptcy Court approved the sale of substantially all of the assets of PSM, a designer, manufacturer and marketer of turbine and combustion components, to Alstom Power Inc. for approximately $242 million, plus the assumption by Alstom Power Inc. of certain liabilities. The transaction is expected to close during the first quarter of 2007, subject to any additional conditions including receipt of any required regulatory approvals.	
 		
 	• 	We identified for potential sale 15 turbines, comprising 14 combustion turbines and one steam turbine. We have sold 10 of such combustion turbines and one partial combustion turbine unit, as well as additional miscellaneous other assets for gross proceeds totaling approximately $113.9 million.	
 
Credit Considerations  — On December 21, 2005, Standard and Poor’s lowered its corporate credit rating on Calpine Corporation to D (default) from CCC−. In addition, the ratings on Calpine’s debt and the ratings of debt of its subsidiaries have been lowered to D, with a few exceptions. There have been no changes to Calpine’s ratings since the December 21, 2005, rating action.

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On December 2, 2005, Moody’s Investor Service lowered its Long Term Corporate Family on Calpine Corporation to Caa1 from B3. In addition, the ratings on Calpine’s debt and the ratings on the debt of its subsidiaries were also lowered to Ca. On March 1, 2006, Moody’s withdrew all of the ratings of Calpine Corporation.
 
On November 4, 2005, Fitch Ratings lowered Calpine’s senior unsecured notes two notches to CCC− from CCC+. In addition, the ratings on Calpine’s first and second priority notes were also lowered by two levels. On December 21, 2005, Fitch lowered its Long Term Default Ratings on Calpine to D and the ratings on Calpine’s senior unsecured notes were lowered to CC from CCC−. On December 14, 2006, Fitch Ratings withdrew all of the ratings of Calpine Corporation.
 
We expect to file a plan of reorganization with the U.S. Bankruptcy Court in 2007. Subsequent to confirmation of the terms of the plan of reorganization, we anticipate that revised credit ratings will be established for us by each rating agency.
 
Off Balance Sheet Commitments  — Our facility operating leases, which include certain sale/leaseback transactions, are not reflected on our balance sheet. All counterparties in these transactions are third parties that are unrelated to us. The sale/leaseback transactions utilize special-purpose entities formed by the equity investors with the sole purpose of owning a power generation facility. Some of our operating leases contain customary restrictions on dividends, additional debt and further encumbrances similar to those typically found in project finance debt instruments. We guarantee $645.2 million of the total future minimum lease payments of our consolidated subsidiaries related to our operating leases. We have no ownership or other interest in any of these special-purpose entities. See Note 15 of the Notes to Consolidated Financial Statements for the future minimum lease payments under our power plant operating leases.
 
The debt on the books of our unconsolidated investments is not reflected on our balance sheet. As of December 31, 2006, our equity method investee did not carry any debt. As of December 31, 2005, equity method investee debt was approximately $164.3 million and, based on our pro rata share of each of the investments, our share of such debt would be approximately $73.9 million. All such debt was non-recourse to us. See Note 5 of the Notes to Consolidated Financial Statements for additional information on our investments.
 
Commercial Commitments  — Our primary commercial obligations as of December 31, 2006, are as follows (in thousands):

 	 	Amounts of Commitment Expiration per Period	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Total	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Amounts	 	
Commercial Commitments	 	2007	 	 	2008	 	 	2009	 	 	2010	 	 	2011	 	 	Thereafter	 	 	Committed	 	
 		
Guarantee of subsidiary debt	 	$	18,799	 	 	$	23,496	 	 	$	19,848	 	 	$	8,757	 	 	$	7,301	 	 	$	379,565	 	 	$	457,766	 	
Standby letters of credit(1)(3)	 	 	222,256	 	 	 	6,500	 	 	 	7,550	 	 	 	—	 	 	 	28,100	 	 	 	—	 	 	 	264,406	 	
Surety bonds(2)(3)(4)	 	 	—	 	 	 	25	 	 	 	—	 	 	 	50	 	 	 	—	 	 	 	11,419	 	 	 	11,494	 	
Guarantee of subsidiary operating lease payments(3)	 	 	45,748	 	 	 	45,847	 	 	 	47,470	 	 	 	45,581	 	 	 	103,355	 	 	 	357,149	 	 	 	645,150	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	$	286,803	 	 	$	75,868	 	 	$	74,868	 	 	$	54,388	 	 	$	138,756	 	 	$	748,133	 	 	$	1,378,816	 	

 

			
(1)		The standby letters of credit disclosed above include those disclosed in Note 8.	
 		
(2)		The majority of surety bonds do not have expiration or cancellation dates.	
 		
(3)		These are off balance sheet obligations.	
 		
(4)		As of December 31, 2006, $11,099 of cash collateral is outstanding related to these bonds.	
 
As of December 31, 2006, we have guaranteed $253.1 million and $83.2 million, respectively, of project financing for the Broad River Energy Center and Pasadena Power Plant and $265.2 million and $76.6 million, respectively, as of December 31, 2005, for these power plants. With respect to the Hidalgo Energy Center, we agreed to indemnify Duke Capital Corporation in the amounts of $100.3 million and $101.4 million, respectively, as of December 31, 2006 and 2005, in the event Duke Capital Corporation is required to make any payments under its

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guarantee of the Hidalgo facility lease. As of December 31, 2006 and 2005, we have also guaranteed $21.2 million and $24.2 million, respectively, of other miscellaneous debt. As of December 31, 2006, all of this guaranteed debt is recorded on our Consolidated Balance Sheets.
 
We have also guaranteed subsidiary debt for certain of our deconsolidated Canadian and other foreign subsidiaries which is not included in the Commercial Commitments table above. As a result of our Chapter 11 and CCAA filings, we recorded approximately $3.8 billion of expected allowed claims in LSTC on our Consolidated Balance Sheets related to these debt guarantees, some of which were redundant. The ultimate resolution and value of these claims are uncertain and are subject to the Chapter 11 cases and CCAA proceedings. See Note 3 of the Notes to Consolidated Financial Statements for further information.

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Contractual Obligations  — Our contractual obligations related to continuing operations as of December 31, 2006, are as follows (in thousands):

 	 	2007	 	 	2008	 	 	2009	 	 	2010	 	 	2011	 	 	Thereafter	 	 	Total	 	
 		
Other contractual obligations	 	$	45,850	 	 	$	5,400	 	 	$	2,693	 	 	$	2,612	 	 	$	1,216	 	 	$	35,547	 	 	$	93,318	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total operating lease obligations(1)	 	$	87,047	 	 	$	86,950	 	 	$	88,886	 	 	$	81,189	 	 	$	138,249	 	 	$	567,887	 	 	$	1,050,208	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Debt:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Notes payable and other borrowings(2)(3)	 	 	134,436	 	 	 	97,892	 	 	 	103,997	 	 	 	116,768	 	 	 	304	 	 	 	1,181	 	 	 	454,578	 	
Preferred interests(2)	 	 	8,990	 	 	 	12,236	 	 	 	16,228	 	 	 	175,144	 	 	 	325,603	 	 	 	45,214	 	 	 	583,415	 	
Capital lease obligations(2)	 	 	7,871	 	 	 	9,897	 	 	 	10,982	 	 	 	16,138	 	 	 	17,764	 	 	 	217,255	 	 	 	279,907	 	
CCFC(2)	 	 	3,208	 	 	 	3,209	 	 	 	365,349	 	 	 	—	 	 	 	410,509	 	 	 	—	 	 	 	782,275	 	
CalGen(2)	 	 	116,433	 	 	 	12,050	 	 	 	829,875	 	 	 	722,932	 	 	 	830,000	 	 	 	—	 	 	 	2,511,290	 	
Construction/project financing(2)(4)	 	 	241,653	 	 	 	89,895	 	 	 	89,428	 	 	 	178,281	 	 	 	1,063,648	 	 	 	540,584	 	 	 	2,203,489	 	
DIP Facility(6)	 	 	996,500	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	996,500	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total debt not subject to compromise	 	 	1,509,091	 	 	 	225,179	 	 	 	1,415,859	 	 	 	1,209,263	 	 	 	2,647,828	 	 	 	804,234	 	 	 	7,811,454	 	
Liabilities subject to compromise(5):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Contingent Convertible Senior Notes Due 2006, 2014, 2015, and 2023(6)	 	 	1,311	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	1,822,149	 	 	 	1,823,460	 	
Second Priority Debt(6)	 	 	1,221,875	 	 	 	—	 	 	 	—	 	 	 	1,150,000	 	 	 	400,000	 	 	 	900,000	 	 	 	3,671,875	 	
Unsecured senior notes(6)	 	 	431,698	 	 	 	173,761	 	 	 	180,602	 	 	 	411,137	 	 	 	682,791	 	 	 	—	 	 	 	1,879,989	 	
Notes payable and other liabilities — related party	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	1,077,216	 	 	 	1,077,216	 	
Provision for claims under parent guarantees	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	5,389,597	 	 	 	5,389,597	 	
Other	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	915,118	 	 	 	915,118	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total liabilities subject to compromise	 	 	1,654,884	 	 	 	173,761	 	 	 	180,602	 	 	 	1,561,137	 	 	 	1,082,791	 	 	 	10,104,080	 	 	 	14,757,255	 	
Total debt and liabilities subject to compromise(5)	 	$	3,163,975	 	 	$	398,940	 	 	$	1,596,461	 	 	$	2,770,400	 	 	$	3,730,619	 	 	$	10,908,314	 	 	$	22,568,709	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest payments on debt not subject to compromise	 	$	1,240,996	 	 	$	665,637	 	 	$	615,873	 	 	$	482,514	 	 	$	328,749	 	 	$	525,939	 	 	$	3,859,708	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest rate swap agreement payments	 	$	5,092	 	 	$	1,124	 	 	$	206	 	 	$	(434	)	 	$	(137	)	 	$	(140	)	 	$	5,711	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Purchase obligations:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Turbine commitments	 	 	4,179	 	 	 	2,699	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	6,878	 	
Commodity purchase obligations(7)	 	 	1,383,350	 	 	 	669,872	 	 	 	655,604	 	 	 	537,512	 	 	 	368,971	 	 	 	1,784,286	 	 	 	5,399,595	 	
Land leases	 	 	4,582	 	 	 	5,168	 	 	 	5,610	 	 	 	5,737	 	 	 	5,690	 	 	 	356,225	 	 	 	383,012	 	
Long-term service agreements	 	 	57,532	 	 	 	38,573	 	 	 	18,288	 	 	 	36,415	 	 	 	31,311	 	 	 	117,329	 	 	 	299,448	 	
Costs to complete construction projects(8)	 	 	40,295	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	40,295	 	
Other purchase obligations(9)	 	 	77,677	 	 	 	38,787	 	 	 	26,958	 	 	 	27,692	 	 	 	23,441	 	 	 	482,967	 	 	 	677,522	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total purchase obligations(10)(11)	 	$	1,567,615	 	 	$	755,099	 	 	$	706,460	 	 	$	607,356	 	 	$	429,413	 	 	$	2,740,807	 	 	$	6,806,750	 	

 

			
(1)		Included in the total are future minimum payments for power plant operating leases, and office and equipment leases. See Note 15 of the Notes to Consolidated Financial Statements for more information.	
 		
(2)		Structured as an obligation(s) of certain subsidiaries of Calpine Corporation without recourse to Calpine Corporation. However, default on these instruments could potentially trigger cross-default provisions in certain other debt instruments.	

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(3)		A note payable totaling $109.0 million associated with the sale of the PG&E note receivable to a third party is excluded from notes payable and other borrowings for this purpose as it is a non-cash liability. If the $109.0 million is summed with the $454.6 million (total notes payable and other borrowings) from the table above, the total notes payable and other borrowings would be $563.6 million, which agrees to the notes payable and other borrowings in Note 8 of the Notes to Consolidated Financial Statements. Total debt not subject to compromise of $7,811.5 million from the table above summed with the $109.0 million totals $7,920.5, which agrees to the total debt not subject to compromise amount in Note 8 of the Notes to Consolidated Financial Statements.	
 		
(4)		Included in the total are guaranteed amounts of $253.1 million and $83.2 million, respectively, of project financing for the Broad River Energy Center and Pasadena Power Plant.	
 		
(5)		In accordance with SOP 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code,” and as a result of the automatic stay provisions of Chapter 11 and the uncertainty of the amount approved by the court as allowed claims, we are unable to determine the maturity date of the LSTC. Accordingly, only the total contractual amounts due related to these instruments is noted above. Also, we ceased accruing and recognizing interest expense on debt that is considered to be subject to compromise, except that being paid pursuant to the Cash Collateral Order. Consequently, interest payable does not include all contractual interest due on LSTC.	
 		
(6)		An obligation of or with recourse to Calpine Corporation.	
 		
(7)		The amounts presented here include contracts for the purchase, transportation, or storage of commodities accounted for as executory contracts or normal purchase and sales and, therefore, not recognized as liabilities on our Consolidated Balance Sheets. See “— Financial Market Risks” for a discussion of our commodity derivative contracts recorded at fair value on our Consolidated Balance Sheets.	
 		
(8)		Does not include Greenfield Energy Centre or OMEC.	
 		
(9)		The amounts include obligations under employment agreements. They do not include success fees which are contingent on the employment status if and when a plan of reorganization is confirmed by the U.S. Bankruptcy Court. Also, any claim by Mr. Cartwright for severance benefits is not included in the table above and would be a pre-petition claim and processed accordingly in the Chapter 11 cases. See Item 11. “Executive Compensation” for a discussion of Messrs. R. May, T. May, Davido and Doody’s employment agreements.	
 		
(10)		The amounts included above for purchase obligations include the minimum requirements under contract. Agreements that we can cancel without significant cancellation fees are excluded.	
 		
(11)		Does not include certain success fees that could potentially be paid upon our emergence from Chapter 11 to third party financial advisors retained by the Company and the Committees in connection with our Chapter 11 cases. These reorganization items are contingent upon the approval of a plan of reorganization by the U.S. Bankruptcy Court. Currently, we estimate these success fees could amount to approximately $32 million in the aggregate.	
 
Debt, Lease and Indenture Covenant Compliance  — See Note 8 of the Notes to Consolidated Financial Statements for compliance information.
 
Special Purpose Subsidiaries  — Pursuant to applicable transaction agreements, we have established certain of our entities separate from Calpine and our other subsidiaries. In accordance with FIN 46-R, we consolidate these entities. As of the date of filing this Report, these entities included: Rocky Mountain Energy Center, LLC, Riverside Energy Center, LLC, Calpine Riverside Holdings, LLC, PCF, PCF III, Gilroy Energy Center, LLC, Calpine Gilroy Cogen, L.P., Calpine Gilroy 1, Inc., Calpine King City Cogen, LLC, Calpine Securities Company, L.P. (a parent company of Calpine King City Cogen, LLC), Calpine King City, LLC (an indirect parent company of Calpine Securities Company, L.P.), Calpine Deer Park Partner, LLC, Calpine DP, LLC, Deer Park Energy Center Limited Partnership, CCFC Preferred Holdings, LLC and Metcalf Energy Center, LLC. The following disclosures are required under certain applicable agreements and pertain to some of these entities. The financial information provided below represents the assets, liabilities, and results of operations for each of the special purpose subsidiaries as reflected on our Consolidated Financial Statements. These amounts may differ materially from the assets, liabilities, and results of operations of these entities on a stand-alone basis as presented in their individual financial statements.

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On June 13, 2003, PCF, a wholly owned stand-alone subsidiary of ours, completed an offering of two tranches of Senior Secured Notes due 2006 and 2010 totaling $802.2 million original principal amount. PCF’s assets and liabilities consist of cash (maintained in a debt reserve fund), a PPA under which it purchases power from Morgan Stanley Capital Group Inc., a PPA pursuant to which PCF sells power to CDWR and the PCF Notes. PCF was determined to be a VIE in which we were the primary beneficiary. Accordingly, the entity’s assets and liabilities are consolidated into our accounts.
 
The above-mentioned power sales agreement and PPA, which were acquired by PCF from CES, and the PCF Notes (a portion of which have been repaid pursuant to the PCF Notes’ amortization schedule) are assets and liabilities of PCF, separate from the assets and liabilities of Calpine Corporation and other subsidiaries of ours. The following table sets forth selected financial information of PCF as of and for the year ended December 31, 2006 (in thousands):

 	 	2006	 	
 		
Assets	 	$	357,006	 	
Liabilities	 	 	421,997	 	
Total revenue	 	 	513,336	 	
Total cost of revenue	 	 	426,804	 	
Interest expense	 	 	41,870	 	
Net income (loss)	 	 	50,972	 	

See Notes 8 and 13 of the Notes to Consolidated Financial Statements for further information.
 
On September 30, 2003, GEC, a wholly owned subsidiary of our subsidiary GEC Holdings, LLC, completed an offering of $301.7 million of 4% Senior Secured Notes Due 2011. In connection with the issuance of the secured notes, we received funding on a third party preferred equity investment in GEC Holdings, LLC totaling $74.0 million. This preferred interest meets the criteria of a mandatorily redeemable financial instrument and has been classified as debt due to certain preferential distributions to the third party. The preferential distributions are due semi-annually beginning in March 2004 through September 2011 and total approximately $113.3 million over the eight-year period. As of December 31, 2006 and 2005, there was $51.1 million and $59.8 million, respectively, outstanding under the preferred interest.
 
A long-term PPA between CES and CDWR has been acquired by GEC by means of a series of capital contributions by CES and certain of its affiliates and is an asset of GEC, and the secured notes and the preferred interest are liabilities of GEC, separate from the assets and liabilities of Calpine and our other subsidiaries. In addition to the PPA and seven peaker power plants owned directly by GEC, GEC’s assets include cash and a 100% equity interest in each of Creed and Goose Haven, each of which is a wholly owned subsidiary of GEC and a guarantor of the secured notes. Each of Creed and Goose Haven has been established as an entity with its existence separate from us and other subsidiaries of ours. GEC consolidates these entities. Creed and Goose Haven each have assets consisting of various power plants and other assets. The following table sets forth selected financial information of GEC for the year ended December 31, 2006 (in thousands):

 	 	2006	 	
 		
Assets	 	$	731,733	 	
Liabilities	 	 	377,548	 	
Total revenue	 	 	96,896	 	
Total cost of revenue	 	 	32,286	 	
Interest expense	 	 	13,781	 	
Net income	 	 	52,363	 	

On December 4, 2003, we announced that we had sold to a group of institutional investors our right to receive payments from PG&E under an agreement between PG&E and Calpine Gilroy Cogen, L.P. regarding the termination and buy-out of a Standard Offer contract between PG&E and Gilroy for $133.4 million in cash. Because the transaction did not satisfy the criteria for sales treatment in accordance with applicable accounting standards it was recorded on our Consolidated Financial Statements as a secured financing, with a note payable of

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$133.4 million. The receivable balance and note payable balance are both reduced as PG&E makes payments to the buyer of the receivable. The $24.1 million difference between the $157.5 million book value of the receivable at the transaction date and the cash received will be recognized as additional interest expense over the repayment term. We will continue to record interest income over the repayment term, and interest expense will be accreted on the amortizing note payable balance.
 
Pursuant to the applicable transaction agreements, each of Gilroy and Calpine Gilroy 1, Inc. (the general partner of Gilroy), has been established as an entity with its existence separate from us and other subsidiaries of ours. The following table sets forth the assets and liabilities of Gilroy as of December 31, 2006 (in thousands):

 	 	2006	 	
 		
Assets	 	$	345,528	 	
Liabilities	 	 	111,222	 	
Liabilities subject to compromise	 	 	2,457	 	

See Notes 6 and 8 of the Notes to Consolidated Financial Statements for further information.
 
On June 2, 2004, our wholly owned indirect subsidiary, PCF III, issued $85.0 million aggregate principal amount at maturity of notes collateralized by PCF III’s ownership of PCF. PCF III owns all of the equity interests in PCF, the assets of which include a debt reserve fund, which had a balance of approximately $94.4 million at December 31, 2006 and 2005. We received cash proceeds of approximately $49.8 million from the issuance of the notes, which accrete in value up to $85 million at maturity in accordance with the accreted value schedule for the notes.
 
The following table sets forth the assets and liabilities of PCF III as of December 31, 2006, and does not include the balances of PCF III’s subsidiary, PCF (in thousands):

 	 	2006	 	
 		
Assets	 	$	357,006	 	
Liabilities	 	 	421,977	 	

See Note 8 of the Notes to Consolidated Financial Statements for further information.
 
On June 29, 2004, Rocky Mountain Energy Center, LLC and Riverside Energy Center, LLC, wholly owned subsidiaries of the Company’s Calpine Riverside Holdings, LLC subsidiary, received funding in the aggregate amount of $661.5 million comprising $633.4 million of First Priority Secured Floating Rate Term Loans Due 2011 and a $28.1 million letter of credit-linked deposit facility.
 
The following table sets forth the assets and liabilities of these entities as of December 31, 2006 (in thousands):

 	 	Rocky Mountain	 	 	Riverside	 	 	Calpine Riverside	 	
 	 	Energy Center,	 	 	Energy Center,	 	 	Holdings,	 	
 	 	LLC 2006	 	 	LLC 2006	 	 	LLC 2006	 	
 		
Assets	 	$	440,597	 	 	$	573,373	 	 	$	303,200	 	
Liabilities	 	 	276,825	 	 	 	422,566	 	 	 	84	 	

See Note 8 of the Notes to Consolidated Financial Statements for further information.
 
On March 31, 2005, Deer Park, our indirect, wholly owned subsidiary, entered into an agreement to sell power to and buy gas from MLCI. To assure performance under the agreements, Deer Park granted MLCI a collateral interest in the Deer Park Energy Center. The agreement covers 650 MW of Deer Park’s capacity, and deliveries under the agreement began on April 1, 2005 and will continue through December 31, 2010. Under the terms of the agreements, Deer Park sells power to MLCI at a discount to prevailing market prices at the time the agreements were executed. Deer Park received an initial cash payment of $195.8 million, net of $17.3 million in transaction costs during the first quarter of 2005, and subsequently received additional cash payments of $76.4 million, net of $2.9 million in transaction costs, as additional power transactions were executed with discounts to prevailing market prices. Under the terms of the gas agreements, Deer Park will receive quantities of gas such that, when combined with fuel supply provided by Deer Park’s steam host, Deer Park will have sufficient contractual fuel supply to meet the fuel needs required to generate the power under the power agreements.

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The following table sets forth the assets and liabilities of Deer Park as of December 31, 2006 (in thousands):

 	 	2006	 	
 		
Assets	 	$	526,625	 	
Liabilities	 	 	740,484	 	

See Note 13 of the Notes to Consolidated Financial Statements for further information.
 
On October 14, 2005, our indirect subsidiary, CCFCP, issued $300.0 million of 6-year redeemable preferred shares. The CCFCP redeemable preferred shares are mandatorily redeemable on the maturity date of October 13, 2011, and are accounted for as long-term debt and any related preferred dividends will be accounted for as interest expense.
 
The following table sets forth the assets and liabilities of CCFCP as of December 31, 2006 (in thousands):

 	 	2006	 	
 		
Assets	 	$	2,230,766	 	
Liabilities	 	 	1,227,159	 	

See Note 8 of the Notes to Consolidated Financial Statements for further information.
 
On June 20, 2005, Metcalf consummated the sale of $155.0 million of 5.5-year redeemable preferred shares. Concurrent with the closing Metcalf entered into a five-year, $100.0 million senior term loan. Proceeds from the senior term loan were used to refinance all outstanding indebtedness under the existing $100.0 million non-recourse construction credit facility.
 
The following table sets forth the assets and liabilities of Metcalf as of December 31, 2006 (in thousands):

 	 	2006	 	
 		
Assets	 	$	1,049,414	 	
Liabilities	 	 	620,133	 	

See Note 8 of the Notes to Consolidated Financial Statements for further information.
 
FINANCIAL MARKET RISKS
 
As we are primarily focused on generation of electricity using gas-fired turbines, our natural physical commodity position is “short” fuel (i.e., natural gas consumer) and “long” power (i.e., electricity seller). To manage forward exposure to price fluctuation in these and (to a lesser extent) other commodities, we enter into derivative commodity instruments as discussed in Item 1. “Business — Marketing, Hedging, Optimization and Trading Activities.”
 
The change in fair value of outstanding commodity derivative instruments from January 1, 2006, through December 31, 2006, is summarized in the table below (in thousands):

Fair value of contracts outstanding at January 1, 2006	 	$	(439,814	)	
(Gains) losses recognized or otherwise settled during the period(1)	 	 	184,673	 	
Fair value attributable to new contracts	 	 	126	 	
Changes in fair value attributable to price movements	 	 	42,934	 	
Terminated derivatives	 	 	9,624	 	
 	 	 	 	 	
Fair value of contracts outstanding at December 31, 2006(2)	 	$	(202,457	)	

 

			
(1)		Recognized gains from commodity cash flow hedges of $87.4 million (represents a portion of the realized value of cash flow hedge activity of $(142.2) million as disclosed in Note 13 of the Notes to Consolidated Financial Statements) net of losses related to the terminated fair value hedged item of $(148.0) million (represents a portion of sales of purchased power as reported on our Consolidated Statements of Operations) and losses	

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		related to undesignated derivatives of $(124.1) million (represents a portion of the realized mark-to-market activities, net as reported on our Consolidated Statements of Operations).	
 		
(2)		Net commodity derivative liabilities reported in Note 13 of the Notes to Consolidated Financial Statements.	
 
Of the total mark-to-market gain of $99.0 million for the year ended December 31, 2006, there was a $209.1 million unrealized gain, and we had a realized loss of $(110.1) million. The realized loss included a non-cash gain of approximately $33.9 million from amortization of various items.
 
The fair value of outstanding derivative commodity instruments at December 31, 2006, based on price source and the period during which the instruments will mature, are summarized in the table below (in thousands):

Fair Value Source	 	2007	 	 	2008-2009	 	 	2010-2011	 	 	After 2011	 	 	Total	 	
 		
Prices actively quoted	 	$	(17,914	)	 	$	—	 	 	$	—	 	 	$	—	 	 	$	(17,914	)	
Prices provided by other external sources	 	 	(60,561	)	 	 	(45,281	)	 	 	(56,247	)	 	 	—	 	 	 	(162,089	)	
Prices based on models and other valuation methods	 	 	—	 	 	 	(14,664	)	 	 	(7,790	)	 	 	—	 	 	 	(22,454	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total fair value	 	$	(78,475	)	 	$	(59,945	)	 	$	(64,037	)	 	$	—	 	 	$	(202,457	)	

 
Our risk managers maintain fair value price information derived from various sources in our risk management systems. The propriety of that information is validated by our risk control group. Prices actively quoted include validation with prices sourced from commodities exchanges (e.g., New York Mercantile Exchange). Prices provided by other external sources include quotes from commodity brokers and electronic trading platforms. Prices based on models and other valuation methods are validated using quantitative methods. See “— Application of Critical Accounting Policies” for a discussion of valuation estimates used where external prices are unavailable.
 
The counterparty credit quality associated with the fair value of outstanding derivative commodity instruments at December 31, 2006, and the period during which the instruments will mature are summarized in the table below (in thousands):

Credit Quality	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(Based on Standard & Poor’s	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Ratings as of December 31, 2006)	 	2007	 	 	2008-2009	 	 	2010-2011	 	 	After 2011	 	 	Total	 	
 		
Investment grade	 	$	(79,004	)	 	$	(59,945	)	 	$	(64,037	)	 	$	—	 	 	$	(202,986	)	
Non-investment grade	 	 	(1,109	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(1,109	)	
No external ratings	 	 	1,638	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	1,638	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total fair value	 	$	(78,475	)	 	$	(59,945	)	 	$	(64,037	)	 	$	—	 	 	$	(202,457	)	

 
The fair value of outstanding derivative commodity instruments and the fair value that would be expected after a 10% adverse price change are shown in the table below (in thousands):

 	 	 	 	 	Fair Value	 	
 	 	 	 	 	After	 	
 	 	 	 	 	10% Adverse	 	
 	 	Fair Value	 	 	Price Change	 	
 		
At December 31, 2006:	 	 	 	 	 	 	 	 	
Electricity	 	$	(122,676	)	 	$	(242,479	)	
Natural gas	 	 	(79,781	)	 	 	(120,906	)	
 	 	 	 	 	 	 	 	 	
Total	 	$	(202,457	)	 	$	(363,385	)	

 
Derivative commodity instruments included in the table are those included in Note 13 of the Notes to Consolidated Financial Statements. The fair value of derivative commodity instruments included in the table is based on present value adjusted quoted market prices of comparable contracts. The fair value of electricity derivative commodity instruments after a 10% adverse price change includes the effect of increased power prices versus our derivative forward commitments. Conversely, the fair value of the natural gas derivatives after a 10%

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adverse price change reflects a general decline in gas prices versus our derivative forward commitments. Derivative commodity instruments offset the price risk exposure of our physical assets. None of the offsetting physical positions are included in the table above.
 
Price changes were calculated by assuming an across-the-board ten percent adverse price change regardless of term or historical relationship between the contract price of an instrument and the underlying commodity price. In the event of an actual ten percent change in prices, the fair value of our derivative portfolio would typically change by more than ten percent for earlier forward months and less than ten percent for later forward months because of the higher volatilities in the near term and the effects of discounting expected future cash flows.
 
The primary factors affecting the fair value of our derivatives at any point in time are (i) the volume of open derivative positions (MMBtu and MWh), and (ii) changing commodity market prices, principally for electricity and natural gas. The total volume of open gas derivative positions decreased 3% from December 31, 2005, to December 31, 2006, and the total volume of open power derivative positions decreased 10% for the same period. In that prices for electricity and natural gas are among the most volatile of all commodity prices, there may be material changes in the fair value of our derivatives over time, driven both by price volatility and the changes in volume of open derivative transactions. The change since the last balance sheet date in the total value of the derivatives (both assets and liabilities) is reflected either in OCI, net of tax, or on our Consolidated Statements of Operations as a component (gain or loss) of current earnings. As of December 31, 2006, a significant component of the balance in AOCI represented the unrealized net loss associated with commodity cash flow hedging transactions. As noted above, there is a substantial amount of volatility inherent in accounting for the fair value of these derivatives, and our results during the year ended December 31, 2006, have reflected this. See Note 13 of the Notes to Consolidated Financial Statements for additional information on derivative activity.
 
Interest Rate Swaps  — From time to time, we use interest rate swap agreements to mitigate our exposure to interest rate fluctuations associated with certain of our debt instruments and to adjust the mix between fixed and floating rate debt in our capital structure to desired levels. We do not use interest rate swap agreements for speculative or trading purposes. The following tables summarize the fair market values of our existing interest rate swap agreements as of December 31, 2006 (dollars in thousands):
 
Variable to Fixed Swaps

 	 	Notional	 	 	Weighted Average	 	 	Weighted Average	 	 	 	 	
 	 	Principal	 	 	Interest Rate	 	 	Interest Rate	 	 	Fair Market	 	
Maturity Date	 	Amount	 	 	(Pay)	 	 	(Receive)	 	 	Value	 	
 		
2007	 	$	55,737	 	 	 	4.5	%	 	3-month US$	LIBOR	 	 	$	803	 	
2007	 	 	279,649	 	 	 	4.5	 	 	3-month US$	LIBOR	 	 	 	4,031	 	
2009	 	 	34,938	 	 	 	4.4	 	 	3-month US$	LIBOR	 	 	 	571	 	
2009	 	 	175,294	 	 	 	4.4	 	 	3-month US$	LIBOR	 	 	 	2,863	 	
2009	 	 	50,000	 	 	 	4.8	 	 	3-month US$	LIBOR	 	 	 	329	 	
2011	 	 	50,300	 	 	 	4.9	 	 	3-month US$	LIBOR	 	 	 	293	 	
2011	 	 	43,000	 	 	 	4.8	 	 	3-month US$	LIBOR	 	 	 	306	 	
2011	 	 	21,500	 	 	 	4.8	 	 	3-month US$	LIBOR	 	 	 	153	 	
2011	 	 	25,150	 	 	 	4.9	 	 	3-month US$	LIBOR	 	 	 	146	 	
2011	 	 	25,150	 	 	 	4.9	 	 	3-month US$	LIBOR	 	 	 	146	 	
2011	 	 	21,500	 	 	 	4.8	 	 	3-month US$	LIBOR	 	 	 	153	 	
2011	 	 	25,150	 	 	 	4.9	 	 	3-month US$	LIBOR	 	 	 	146	 	
2011	 	 	21,500	 	 	 	4.8	 	 	3-month US$	LIBOR	 	 	 	153	 	
2012	 	 	90,468	 	 	 	6.5	 	 	3-month US$	LIBOR	 	 	 	(4,382	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	$	919,336	 	 	 	 	 	 	 	 	 	 	$	5,711	 	

 
Certain of our interest rate swaps were designated as cash flow hedges of debt instruments that became subject to compromise as a result of our Chapter 11 filings. Consequently, such interest rate swaps no longer were effective

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hedges and we began to recognize changes in their fair value through earnings rather than through OCI as of the Petition Date.
 
The fair value of outstanding interest rate swaps and the fair value that would be expected after a one percent (100 basis points) adverse interest rate change are shown in the table below (in thousands). Given our net variable to fixed portfolio position, a 100 basis point decrease would adversely impact our portfolio as follows:

 	 	Fair Value After a 1.0%	 	
 	 	(100 Basis Points) Adverse	 	
Net Fair Value as of December 31, 2006	 	Interest Rate Change	 	
 		
$5,711	 	$	(19,303	)	

Variable Rate Debt Financing  — We have used debt financing to meet the significant capital requirements needed to fund our growth. Certain debt instruments related to our non-debtor entities and debt instruments not considered subject to compromise at December 31, 2006, may affect us adversely because of changes in market conditions. Our variable rate financings are indexed to base rates, generally LIBOR, as shown below. Significant LIBOR increases could have a negative impact on our future interest expense.
 
The following table summarizes our variable rate debt, by repayment year, exposed to interest rate risk as of December 31, 2006. All outstanding balances and fair market values are shown net of applicable premium or discount, if any (in thousands):

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fair Value	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	December 31,	 	
 	 	2007	 	 	2008	 	 	2009	 	 	2010	 	 	2011	 	 	Thereafter	 	 	2006	 	
 		
(1)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Metcalf Energy Center, LLC preferred interest	 	$	—	 	 	$	—	 	 	$	—	 	 	$	155,000	 	 	$	—	 	 	$	—	 	 	$	155,000	 	
Third Priority Secured Floating Rate Notes Due 2011 (CalGen)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	680,000	 	 	 	—	 	 	 	731,000	 	
Second Priority Senior Secured Floating Rate Notes Due 2011 (CalGen)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	410,509	 	 	 	—	 	 	 	410,509	 	
CCFC Preferred Holdings, LLC preferred interest	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	300,000	 	 	 	—	 	 	 	300,000	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total as defined at(1) below	 	 	—	 	 	 	—	 	 	 	—	 	 	 	155,000	 	 	 	1,390,509	 	 	 	—	 	 	 	1,596,509	 	
(2)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Blue Spruce Energy Center project financing	 	 	3,750	 	 	 	3,750	 	 	 	3,750	 	 	 	3,750	 	 	 	3,750	 	 	 	40,895	 	 	 	59,645	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total as defined at(2) below	 	 	3,750	 	 	 	3,750	 	 	 	3,750	 	 	 	3,750	 	 	 	3,750	 	 	 	40,895	 	 	 	59,645	 	
(3)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Freeport Energy Center, LP project financing	 	 	3,651	 	 	 	3,355	 	 	 	2,966	 	 	 	3,229	 	 	 	223,090	 	 	 	—	 	 	 	236,291	 	
Mankato Energy Center, LLC project financing	 	 	3,158	 	 	 	3,258	 	 	 	2,799	 	 	 	2,587	 	 	 	203,198	 	 	 	—	 	 	 	215,000	 	
First Priority Secured Floating Rate Notes Due 2009 (CalGen)	 	 	1,175	 	 	 	2,350	 	 	 	231,475	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	235,000	 	

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 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fair Value	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	December 31,	 	
 	 	2007	 	 	2008	 	 	2009	 	 	2010	 	 	2011	 	 	Thereafter	 	 	2006	 	
 		
First Priority Secured Institutional Term Loans Due 2009 (CalGen)	 	 	3,000	 	 	 	6,000	 	 	 	591,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	619,500	 	
First Priority Senior Secured Institutional Term Loan Due 2009 (CCFC)	 	 	3,208	 	 	 	3,208	 	 	 	365,349	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	371,765	 	
Second Priority Secured Institutional Floating Rate Notes Due 2010 (CalGen)	 	 	—	 	 	 	3,200	 	 	 	6,400	 	 	 	625,239	 	 	 	—	 	 	 	—	 	 	 	634,839	 	
Second Priority Secured Term Loans Due 2010 (CalGen)	 	 	—	 	 	 	500	 	 	 	1,000	 	 	 	97,694	 	 	 	—	 	 	 	—	 	 	 	105,750	 	
First Priority Secured Revolving Loan (CalGen)	 	 	112,258	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	112,258	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total as defined at(3) below	 	 	126,450	 	 	 	21,871	 	 	 	1,200,989	 	 	 	728,749	 	 	 	426,288	 	 	 	—	 	 	 	2,530,403	 	
(4)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
DIP First Priority Term Loan	 	 	396,500	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	396,500	 	
DIP Second Priority Term Loan	 	 	600,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	600,000	 	
Riverside Energy Center project financing	 	 	3,685	 	 	 	3,685	 	 	 	3,685	 	 	 	3,685	 	 	 	336,868	 	 	 	—	 	 	 	351,608	 	
Rocky Mountain Energy Center project financing	 	 	2,649	 	 	 	2,649	 	 	 	2,649	 	 	 	2,649	 	 	 	232,325	 	 	 	—	 	 	 	242,921	 	
Metcalf Energy Center, LLC project financing	 	 	—	 	 	 	—	 	 	 	—	 	 	 	100,000	 	 	 	—	 	 	 	—	 	 	 	100,000	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total as defined at(4) below	 	 	1,002,834	 	 	 	6,334	 	 	 	6,334	 	 	 	106,334	 	 	 	569,193	 	 	 	—	 	 	 	1,691,029	 	
(5)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Contra Costa	 	 	168	 	 	 	179	 	 	 	190	 	 	 	202	 	 	 	215	 	 	 	1,002	 	 	 	1,956	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total as defined at(5) below	 	 	168	 	 	 	179	 	 	 	190	 	 	 	202	 	 	 	215	 	 	 	1,002	 	 	 	1,956	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Grand total variable rate debt instruments	 	$	1,133,202	 	 	$	32,134	 	 	$	1,211,263	 	 	$	994,035	 	 	$	2,389,955	 	 	$	41,897	 	 	$	5,879,542	 	

 

			
(1)		6-month British Bankers Association LIBOR interest rate for deposits in U.S. dollars plus a margin rate.	
 		
(2)		Choice of 1-month, 2-month or 3-month British Bankers Association LIBOR interest rates for deposits in U.S. dollars plus a margin rate, or a base rate loan.	
 		
(3)		Choice of 1-month, 2-month, 3-month, or 6-month British Bankers Association LIBOR interest rates for deposits in U.S. dollars plus a margin rate, or a base rate loan.	
 		
(4)		Choice of 1-month, 2-month, 3-month, 6-month, 9-month or 12-month British Bankers Association LIBOR interest rates for deposits in U.S. dollars plus a margin rate, or a base rate loan.	
 		
(5)		Annual average interest rate of the preceding calendar year for the California Local Agency Investment Fund (LAIF) plus 2.5%.	
 
APPLICATION OF CRITICAL ACCOUNTING POLICIES
 
The preparation of financial statements in accordance with GAAP requires management to make certain estimates and assumptions which are inherently uncertain and may differ significantly from actual results achieved. We believe the following are currently our more critical accounting policies due to the significance and subjectivity involved in each when preparing our Consolidated Financial Statements. See Note 2 of the Notes to Consolidated Financial Statements for a discussion of the application of these and other accounting policies.
 
Chapter 11 Claims Assessment
 
Our Consolidated Financial Statements include, as liabilities subject to compromise, certain pre-petition liabilities recorded on our Consolidated Balance Sheets at the time of our Chapter 11 filings with the exception of the settlements approved by the U.S Bankruptcy Court prior to December 31, 2006. In addition, we also reflect as
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liabilities subject to compromise estimates of expected allowed claims relating to liabilities for rejected and repudiated contracts, guarantees, litigation, accounts payable and accrued liabilities, debt and other liabilities. These expected allowed claims require management to estimate the likely claim amount that will be allowed by the U.S. Bankruptcy Court prior to the U.S. Bankruptcy Court’s ruling on the individual claims. These estimates are based on assumptions of future commodity prices, reviews of claimants’ supporting material, obligations to mitigate such claims, and assessments by management and third-party advisors. We expect that our estimates, although based on the best available information, will change due to actions of the U.S. Bankruptcy Court, negotiations, rejection or repudiation of executory contracts and unexpired leases, and the determination as to the value of any collateral securing claims, proofs of claim or other events.
 
Our estimates may be materially different than the amounts ultimately allowed in the Chapter 11 cases. The following is a summary of the most significant estimates and assumptions that we have made with respect to our expected allowed claims included in LSTC.
 
Guarantee of Canadian Subsidiary Debt  — We determined that pursuant to direct guarantees by Calpine (and a U.S. subsidiary) of funded debt owed by deconsolidated Canadian subsidiaries, or pursuant to other related support obligations, there were approximately $5.1 billion of expected allowed claims against the U.S. parent entities. While some of the guarantee exposures are redundant, accounting standards require that “liabilities that may be affected by the plan should be reported at the amounts expected to be allowed, even if they may be settled for lesser amounts,” notwithstanding that we may object to the presentation of multiple claims that we believe are essentially related to a single obligation.
 
Second Priority Debt  — We have not made, and currently do not propose to make, an affirmative determination whether our Second Priority Debt is fully secured or under secured. We do, however, believe that there is uncertainty about whether the market value of the assets collateralizing the obligations owing in respect of the Second Priority Debt is less than, equals or exceeds the amount of these obligations. Therefore, in accordance with the applicable accounting standards, we have classified the Second Priority Debt as LSTC.
 
Contract Rejections and Repudiations  — We have rejected or repudiated certain contracts which we determined no longer provide any benefit to the U.S. Debtor estates. For certain contracts, these estimates involve long-range commodity price assumptions that are difficult to predict. We estimated the fair value of these contracts using the same procedures used to value our commodity derivative instruments in the normal course of business.
 
The following table summarizes the claims in our Chapter 11 cases as of December 31, 2006:

 	 	Total Number	 	 	Total Claims	 	
 	 	of Claims	 	 	Exposure	 	
 	 	 	 	 	(in billions)	 	
 		
Total claims filed	 	 	17,655	 	 	$	105.6	 	
Less:	 	 	 	 	 	 	 	 	
Disallowed and expunged claims	 	 	 	 	 	 	27.2	 	
Withdrawn claims	 	 	 	 	 	 	2.0	 	
Redundant claims	 	 	 	 	 	 	44.3	 	
Other claims with basis for objection or reduction	 	 	 	 	 	 	14.7	 	
 	 	 	 	 	 	 	 	 	
Total estimate of liquidated claims exposure	 	 	 	 	 	$	17.4	 	
Amounts recorded as liabilities not subject to compromise	 	 	 	 	 	 	2.9	 	
 	 	 	 	 	 	 	 	 	
Total estimate of liquidated claims exposure (net of amounts not subject to compromise)	 	 	 	 	 	$	14.5	 	

 
The amount of the proofs of claim filed less disallowed, expunged and withdrawn claims, net of redundancies and amounts for which we have identified a basis for objection or reduction totals approximately $17.4 billion, as summarized above. This amount represents the total estimate of liquidated claims exposure to the U.S. Debtors as of December 31, 2006.

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Of the approximately $17.4 billion of filed and scheduled liquidated claims, we have recorded approximately $2.9 billion as liabilities not subject to compromise and approximately $14.8 billion as LSTC on our Consolidated Balance Sheet as of December 31, 2006. The difference between the total estimate of liquidated claims exposure (net of amounts not subject to compromise) and LSTC is approximately $0.3 billion and primarily relates to claims in process of reconcilement, claims for unliquidated amounts and scheduled amounts where no claims have been filed.
 
See Note 3 of the Notes to Consolidated Financial Statements for further discussion of our Chapter 11 claims assessment.
 
Revenue Recognition and Accounting for Commodity Derivative Instruments
 
We enter into commodity derivative instruments to convert floating or indexed electricity and gas (and to a lesser extent oil and refined product) prices to fixed prices in order to lessen our vulnerability to reductions in electricity prices for the electricity we generate, and to increases in gas prices for the fuel we consume in our power plants. The hedging, balancing and optimization activities that we engage in are directly related to our asset-based business model of owning and operating gas-fired electric power plants and are designed to protect our spark spread. We use a variety of derivative instruments including commodity financial instruments, commodity contracts, and physical options.
 
We also routinely enter into physical commodity contracts for sales of our generated electricity to ensure favorable utilization of generation assets. Such contracts often meet the criteria of a derivative but are generally eligible for the normal purchases and sales exception. Certain other contracts do not meet the definition of a derivative and may be considered leases or other executory contracts. We apply lease or traditional accrual accounting to these contracts that are exempt from derivative accounting or do not meet the definition of a derivative instrument.
 
We recognize all derivative instruments that qualify for derivative accounting treatment as either assets or liabilities and measure those instruments at fair value. The following is a summary of the most significant estimates and assumptions associated with the calculation of fair value of our commodity derivative instruments.
 
Pricing  — We make estimates about future prices during periods for which price quotes are not available from sources external to us. As a result, we are required to rely on internally developed price estimates when external quotes are unavailable. We derive our future price estimates, during periods where external price quotes are unavailable, based on extrapolation of prices from prior periods where external price quotes are available. We perform this extrapolation by using liquid and observable market prices and extending those prices to an internally generated long-term price forecast based on a generalized equilibrium model.
 
Credit Reserves  — We must take into account the credit risk that our counterparties will not have the financial wherewithal to honor their contract commitments. In establishing credit risk reserves we take into account historical default rate data published by the rating agencies based on the credit rating of each counterparty where we have realization exposure, as well as other published data and information.
 
Liquidity Reserves  — We value our forward positions at the mid-market price, or the price in the middle of the bid-ask spread. This creates a risk that the value reported by us as the fair value of our derivative positions will not represent the realizable value or probable loss exposure of our derivative positions if we are unable to liquidate those positions at the mid-market price. Adjusting for this liquidity risk states our derivative assets and liabilities at their most probable value. We use a two-step quantitative and qualitative analysis to determine our liquidity reserve.
 
In the first step we calculate the net notional volume exposure at each location by commodity and multiply the result by one half of the bid-ask spread by applying the following assumptions: (i) where we have the capability to cover physical positions with our own assets, we assume no liquidity reserve is necessary because we will not have to cross the bid-ask spread in covering the position; (ii) we record no reserve against our hedge positions because a high likelihood exists that we will hold our hedge positions to maturity or cover them with our own assets; and (iii) where reserves are necessary, we base the reserves on the spreads observed using broker quotes as a starting point.

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The second step involves a qualitative analysis where the initial calculation may be adjusted for factors such as liquidity spreads observed through recent trading activity, strategies for liquidating open positions, and imprecision in or unavailability of broker quotes due to market illiquidity. Using this information, we estimate the amount of probable liquidity risk exposure to us and we record this estimate as a liquidity reserve.
 
See Note 13 of the Notes to Consolidated Financial Statements for further discussion of our commodity derivative instruments.
 
Impairment Evaluation of Long-Lived Assets
 
We evaluate long-lived assets, such as property, plant and equipment, equity method investments, turbine equipment, patents, and other definite-lived intangibles, when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Factors which could trigger an impairment include significant underperformance relative to historical or projected future operating results, significant changes in the manner of our use of the acquired assets or the strategy for our overall business and significant negative industry or economic trends, a determination that a suspended project is not likely to be completed or when we conclude that it is more likely than not that an asset will be disposed of or sold.
 
Accounting standards require that if the sum of the undiscounted expected future cash flows from a long-lived asset or definite-lived intangible is less than the carrying amount of that asset, an asset impairment charge must be recognized. The amount of the impairment charge is calculated as the excess of the asset’s carrying value over its fair value, which generally represents the discounted expected future cash flows from that asset, or in the case of assets we expect to sell, at fair value less costs to sell. The following is a summary of the most significant estimates and assumptions associated with our long-lived asset evaluation.
 
Undiscounted Expected Future Cash Flows  — Estimates of undiscounted expected future cash flows include the future supply and demand relationships for electricity and natural gas, the expected pricing for those commodities, likelihood of continued development and the resultant spark spreads in the various regions where we generate electricity. If management concludes that it is more likely than not that an operating plant will be sold or otherwise disposed of, we do an evaluation of the probability-weighted expected future cash flows, giving consideration to both (i) the continued ownership and operation of the power plant and (ii) consummating a sale or other disposition of the plant. Certain of our operating plants are located in regions with depressed demands and market spark spreads. Our forecasts generally assume that spark spreads will increase in future years in these regions as the supply and demand relationships improve.
 
Fair Value  — Estimates of the fair value of assets require estimating useful lives and selecting a discount rate that reflects the risk inherent in future cash flows.
 
If actual results are not consistent with our assumptions used in estimating future cash flows and asset fair values, we may be exposed to additional losses that could be material to our financial condition or results of operations.
 
See Note 2 of the Notes to Consolidated Financial Statements for further discussion of our impairment evaluation of long-lived assets.
 
Accounting for Income Taxes
 
To arrive at our consolidated income tax provision and other tax balances, significant judgment is required. In the ordinary course of business, there are many transactions and calculations where the ultimate tax outcome is uncertain. Some of these uncertainties arise as a consequence of the treatment of capital assets, financing transactions, multistate taxation of operations and segregation of foreign and domestic income and expense to avoid double taxation. Although we believe that our estimates are reasonable, no assurance can be given that the final tax outcome of these matters will not be different than that which is reflected in our historical tax provisions and accruals. Such differences could have a material impact on our income tax provision, other tax accounts and net income in the period in which such determination is made.

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As of December 31, 2006, we had credit carryforwards of $64.0 million relating to Energy Credits, Research and Development Credits and Alternative Minimum Tax Credits. Our NOL carryforward consists of federal carryforwards of approximately $3.8 billion which expire between 2024 and 2027. This includes an NOL carryforward of approximately $528 million for CCFC, a subsidiary that was deconsolidated for U.S. tax purposes in 2005. Under federal income tax law, a corporation is generally permitted to deduct from taxable income in any year NOLs carried forward from prior years subject to certain time limitations as prescribed by the Internal Revenue Code. Our ability to deduct such NOL carryforwards could be subject to a significant limitation if we were to undergo an “ownership change” during or as a result of our Chapter 11 cases. The U.S. Bankruptcy Court has entered orders that place certain limitations on trading in our common stock or certain securities, including options, convertible into our common stock during the pendency of the Chapter 11 cases and has also provided potentially retroactive application of notice and sell-down procedures for trading in claims against the U.S. Debtors’ estates, which could negatively impact our accumulated NOLs and other tax attributes. The ultimate realization of our NOLs will depend on several factors, such as whether limitations on trading in our common stock will prevent an “ownership change” and the amount of our indebtedness that is cancelled through the Chapter 11 cases. If a portion of our debt is cancelled upon emergence from Chapter 11, the amount of the cancelled debt will reduce tax attributes such as our NOLs and tax basis on fixed assets which, depending on our plan of reorganization, could partially or fully utilize our available NOLs. Additionally, the NOL carryforwards of CCFC (a Non-Debtor), may be limited due to the sale of a preferred interest in 2005 which may be deemed an “ownership change” under federal income tax law. If a change occurred, any limitation on the NOL carryforwards would not have a material impact on our Consolidated Financial Statements due to the full valuation allowance recorded against the carryforwards.
 
At December 31, 2006, we had a valuation allowance of approximately $2.3 billion against certain deferred tax assets. In assessing the recoverability of our deferred tax assets, we consider whether it is likely that some portion or all of the deferred tax assets will be realized. Our valuation allowance was based on the historical earnings patterns within individual tax jurisdictions that make it uncertain that we will have sufficient income in the appropriate jurisdictions during the periods in which the temporary differences will be deductible to realize the full value of the assets. We will continue to evaluate the realizability of the deferred tax assets on a quarterly basis.
 
The determination and calculation of income tax contingencies involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with our expectations could have a material impact on our financial condition or results of operations. We are currently under IRS examination for fiscal years 1999 through 2002. We believe we have made adequate tax payments and/or accrued adequate amounts such that the outcome of audits will have no material adverse effect on our financial statements.
 
See Note 9 of the Notes to Consolidated Financial Statements for further discussion of our accounting for income taxes.
 
Initial Adoption of New Accounting Standards in 2006
 
See Note 2 of the Notes to Consolidated Financial Statements for information regarding the initial adoption of new accounting standards in 2006.

Item 7A.   	Quantitative and Qualitative Disclosures About Market Risk	
 
The information required hereunder is set forth under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Market Risks.”

Item 8.   	Financial Statements and Supplementary Data	
 
The information required hereunder is set forth under “Report of Independent Registered Public Accounting Firm,” “Consolidated Balance Sheets,” “Consolidated Statements of Operations,” “Consolidated Statements of Comprehensive Income (Loss) and Stockholders’ Equity (Deficit),” “Consolidated Statements of Cash Flows,” and “Notes to Consolidated Financial Statements” included in the consolidated financial statements that are a part of this Report. Other financial information and schedules are included in the consolidated financial statements that are a part of this Report.

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Item 9.   	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	
 
None.

Item 9A.   	Controls and Procedures	
 
Disclosure Controls and Procedures
 
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosure.
 
As of the end of the period covered by this Report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon, and as of the date of this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective. Management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.
 
Management’s Report on Internal Control over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
 
Our internal controls over financial reporting include those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
 
Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2006. In making its assessment of internal control over financial reporting, management used the criteria described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
 
A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. As of December 31, 2006, we did not identify any material weaknesses and have therefore concluded that we did maintain effective internal control over financial reporting based on criteria in Internal Control — Integrated Framework.
 
Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
 
Changes in Internal Control Over Financial Reporting
 
In the last fiscal quarter of 2006, we confirmed we had completed the enhancement of our internal controls relating to the accounting for income taxes during the third quarter of 2006. Specifically, we implemented controls to complete the timely reconciliation of the underlying data being provided by the accounting department to the tax department to ensure the accuracy and validity for purposes of our tax calculations, principally relating to the book

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and tax basis of our property, plant and equipment. Management, with the oversight of the Audit Committee, has addressed the material weakness related to controls over the accounting for income taxes identified in previous periods and has concluded that it has been successfully remediated.
 
Except for the remediation of the material weakness discussed above, there was no change in our internal control over financial reporting that occurred during the last fiscal quarter of 2006 that materially affected, or was reasonably likely to materially affect, our internal control over financial reporting as of December 31, 2006.

Item 9B.   	Other Information	
 
None.
 
PART III

Item 10.   	Directors and Executive Officers of the Registrant	
 
Set forth in the table below is a list of the Company’s directors, serving at the time of the filing of this Report, together with certain biographical information, including their ages as of March 14, 2007.

Name	 	Age	 	Principal Occupation	
 		
Kenneth T. Derr	 		70		 	Chairman of the Board, Calpine Corporation	
Glen H. Hiner	 		72		 	Retired, Former Chairman and Chief Executive Officer, Owens Corning	
William J. Keese	 		67		 	Consultant, North American Insulation Manufacturers Association	
Robert P. May	 		57		 	Chief Executive Officer, Calpine Corporation	
David C. Merritt	 		52		 	Managing Director, Salem Partners LLC	
Walter L. Revell	 		72		 	Chairman and Chief Executive Officer, Revell Investments International, Inc.	
George J. Stathakis	 		76		 	Chief Executive Officer, George J. Stathakis & Associates	
Susan Wang	 		56		 	Retired, Former Executive Vice President and Chief Financial Officer of Solectron Corporation	

Kenneth T. Derr became a director of the Company in May 2001. Mr. Derr has served as our Chairman of the Board since November 2005 and served as Acting Chief Executive Officer from November to December 2005. In 1999, he retired as the Chairman and Chief Executive Officer of Chevron Corporation, an international oil company. He held this position since 1989, after a 39-year career with the Chevron Corporation. Mr. Derr obtained a Bachelor of Science degree in Mechanical Engineering from Cornell University in 1959 and a Master of Business Administration degree from Cornell University in 1960. Mr. Derr serves as a director of Citigroup, Inc. and Halliburton Company. Mr. Derr is a member of the Compensation Committee and chair of both the Nominating and Governance Committee and the Executive Committee.
 
Glen H. Hiner became a director of the Company in June 2006. Mr. Hiner was the Chairman and Chief Executive Officer of Owens Corning from January 1992 to April 2002. Prior to his 11 years at Owens Corning, Mr. Hiner worked for General Electric for 35 years, where he served in a variety of senior management positions, including Senior Vice President and Group Executive for the GE Plastics Group. Mr. Hiner obtained both a Bachelor of Science degree in Electrical Engineering in 1957 and an Honorary Doctorate in Science from West Virginia University in 1989. He also joined their Business School in 2002, where he instructed a graduate course in business ethics. He currently serves on the Board of Directors of the Kohler Company. Mr. Hiner is a member of both the Compensation Committee and the Nominating and Governance Committee.
 
William J. Keese became a director of the Company in September 2005. Mr. Keese was Chairman of the CEC from March 1997 to March 2005. During his eight-year tenure with the CEC, Mr. Keese was Chair of the National Association of State Energy Officials and the Western Interstate Energy Board. Prior to his distinguished career at

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the CEC, he served as a California public affairs advocate and consultant, representing energy and professional clients. He obtained a Juris Doctor degree from Loyola University, Los Angeles in 1963 and is a member of the American and California Bar Associations. Mr. Keese served as California’s representative to, and co-chair of, the Western Governors Association’s Clean and Diversified Energy Advisory Committee. He is currently assisting in the implementation of the recommendations in that report adopted by the Western Governors. In addition, he sits on the Board of Directors of the Alliance to Save Energy, where he co-chaired the Alliance’s Vision 2010 effort, crafting a suite of federal energy policy options. He is a strategic consultant to the North American Insulation Manufacturers Association. Mr. Keese is chair of the Compensation Committee and is a member of the Nominating and Governance Committee.
 
Robert P. May has served as Chief Executive Officer and a director of the Company since December 2005. Mr. May served as Interim President and Chief Executive Officer of Charter Communications, Inc. from January 2005 to August 2005. He served on the Board of Directors of HealthSouth Corporation from October 2002 to October 2005 and as its Chairman of the Board from July 2004 to October 2005. From March 2003 to May 2004, he served as HealthSouth’s Interim Chief Executive Officer, and from August 2003 to January 2004, he served as Interim President of its outpatient and diagnostic division. Since March 2001, Mr. May has been a private investor and principal of RPM Systems, which provides strategic business consulting services. From March 1999 to March 2001, Mr. May served on the Board of Directors and was Chief Executive of PNV Inc., a national telecommunications company. Mr. May was Chief Operating Officer and a director of Cablevisions Systems Corp., from October 1996 to February 1998. He held several senior executive positions with Federal Express Corporation, including President, Business Logistics Services, from 1973 to 1993. Mr. May was educated at Curry College and Boston College and attended Harvard Business School’s Program for Management Development. Mr. May also serves as a director of Charter Communications, Inc. and on the advisory board of Deutsche Bank America. Mr. May is a member of the Executive Committee.
 
David C. Merritt became a director of the Company in February 2006. Since October 2003 he has been a Managing Director at Salem Partners LLC, an investment banking firm. From January 2001 to April 2003, he served as Managing Director in the Entertainment Media Advisory Group at Gerard Klauer Mattison & Co., Inc., a company that provides advisory services to the entertainment media industries. He also served as a director of Laser-Pacific Media Corporation from January 2001 to October 2003. From 1999 to 2000 he served as Chief Financial Officer of CKE Associates, Ltd., a privately held company with interests in talent management, film production, television production, music and new media. Mr. Merritt was an audit and consulting partner of KPMG LLP from 1985 to 1999. During that time, he served as national partner in charge of the media and entertainment practice. Mr. Merritt obtained a Bachelor of Science degree in Business and Accounting from California State University, Northridge in 1975. Mr. Merritt also serves as a director of Outdoor Channel Holdings, Inc. and Charter Communications, Inc. Mr. Merritt is a member of both the Nominating and Governance Committee and the Audit Committee.
 
Walter L. Revell became a director of the Company in September 2005. Since 1984 he has been Chairman and Chief Executive Officer of Revell Investments International, Inc., an investment, development and management company. Mr. Revell served as Chairman of the Board and Chief Executive Officer of H.J. Ross Associates, Inc. from 1991 to 2002. He also served as President, Chief Executive Officer and Director of Post, Buckley, Schuh & Jernigan, Inc., consulting engineers and planners, from 1975 to 1983. Mr. Revell served as Secretary of Transportation for the State of Florida from 1972 to 1975. Mr. Revell obtained a Bachelor of Science degree from Florida State University in 1957. Mr. Revell also serves as a director of Edd Helms Group, Inc., The St. Joe Company, Rinker Group Limited, NCL Corporation Ltd. and International Finance Bank. Mr. Revell is a member of both the Compensation Committee and the Audit Committee.
 
George J. Stathakis became a director of the Company in September 1996, and served as a senior advisor to the Company from December 1994 to December 2005. Mr. Stathakis is also the Chief Executive Officer of George J. Stathakis & Associates. He has been providing financial, business and management advisory services to numerous corporations since 1985. He also served as Chairman of the Board and Chief Executive Officer of Ramtron International Corporation, an advanced technology semiconductor company, from 1990 to 1994. From 1986 to 1989, he served as Chairman of the Board and Chief Executive Officer of International Capital Corporation, a subsidiary of American Express. Prior to 1986, Mr. Stathakis served 32 years with General Electric in various

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management and executive positions. Mr. Stathakis graduated with both a Bachelor of Science degree and a Master of Science degree in Engineering from the University of California at Berkeley in 1952 and 1953, respectively.
 
Susan Wang became a director of the Company in June 2003. From January 2001 to February 2002, Ms. Wang served as Executive Vice President and Chief Financial Officer for Solectron Corporation, an electronics manufacturing services company. She also served as Solectron’s Chief Financial Officer from August 1989 to February 2002, and was the Director of Finance from October 1984 to August 1989. From May 1977 to October 1984 she was Manager, Financial Services for Xerox Corporation, a document and equipment services provider. Ms. Wang obtained a Bachelor of Business Administration degree in Accounting from the University of Texas in 1972 and a Master of Business Administration degree from the University of Connecticut in 1981. Ms. Wang is a certified public accountant in New York and served as chairman of the Financial Executive Research Foundation from 1998 to 1999. Ms. Wang serves as a director of Altera Corporation, Avanex Corporation, and Nektar Therapeutics. Ms. Wang is chair of the Audit Committee and a member of the Executive Committee.
 
Set forth in the table below is a list of the Company’s executive officers, serving at the time of the filing of this Report, who are not directors, together with certain biographical information, including their ages as of March 14, 2007.

Name	 	Age	 	Principal Occupation	
 		
Charles B. Clark, Jr. 	 		59		 	Senior Vice President and Chief Accounting Officer	
Lisa Donahue	 		42		 	Senior Vice President and Chief Financial Officer	
Gregory L. Doody	 		42		 	Executive Vice President, General Counsel and Secretary	
Robert E. Fishman	 		55		 	Executive Vice President, Power Operations	
Thomas N. May	 		45		 	Executive Vice President, Commercial Operations	

Charles B. Clark, Jr. has served as Senior Vice President and Chief Accounting Officer since December 2006 and his responsibilities include internal financial reporting, external financial reporting, both Securities and Exchange Commission and bankruptcy; Sarbanes-Oxley compliance; and special projects. He served previously as the Company’s Senior Vice President since September 2001 and Corporate Controller since May 1999. He was the Director of Business Services for the Company’s Geysers operations from February 1999 to April 1999. He also served as a Vice President of the Company from May 1999 until September 2001. Prior to joining the Company, Mr. Clark served as the Chief Financial Officer of Hobbs Group, LLC from March 1998 to November 1998. Mr. Clark also served as Senior Vice President, Finance and Administration, of CNF Industries, Inc. from February 1997 to February 1998. He served as Vice President and Chief Financial Officer of Century Contractors West, Inc. from May 1988 to January 1997. Mr. Clark obtained a Bachelor of Science degree in Mathematics from Duke University in 1969 and a Master of Business Administration degree, with a concentration in Finance, from Harvard Graduate School of Business Administration in 1976.
 
Lisa Donahue has served as Senior Vice President and Chief Financial Officer since November 2006. She is a Managing Director of AlixPartners and its affiliate AP Services. AP Services has been retained by the Company in connection with its Chapter 11 restructuring. Ms. Donahue, who has been associated with AlixPartners since February 1998, will remain a Managing Director of each of AlixPartners and AP Services while serving as the Company’s Chief Financial Officer. Since joining AlixPartners, Ms. Donahue has also served as an executive officer of several public companies, including most recently as Chief Executive Officer of New World Pasta Company from June 2004 through December 2005, and as Chief Financial Officer and Chief Restructuring Officer of Exide Technologies from October 2001 through February 2003. Ms. Donahue joined AlixPartners from The Recovery Group, a Boston based consulting firm, which she joined in 1994, and prior to that she was a senior vice president with the Boston Financial & Equity Corporation, a specialty lending institution, since 1988. Ms. Donahue received a Bachelor of Arts degree in Finance and Accounting from Florida State University in 1988.
 
Gregory L. Doody joined Calpine in July 2006 as Executive Vice President, General Counsel and Secretary. He oversees all of Calpine’s legal affairs. Prior to joining Calpine, Mr. Doody held different positions at HealthSouth Corporation from July 2003 through July 2006, including Executive Vice President, General Counsel and Secretary. From August 2000 through March 2004, Mr. Doody was a Partner at Balch & Bingham LLP, a regional law firm

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based in Birmingham, Alabama, while he also acted as Interim Corporate Counsel and Secretary of HealthSouth Corporation from September 2003 until March 2004. He earned a Bachelor of Science, Management degree from Tulane University in 1987 and a Juris Doctor degree from Emory University’s School of Law in 1994. He is a member of the Alabama State Bar, Birmingham Bar Association and the American Bar Association. Mr. Doody also is a member of the Executive Committee of The Federalist Society’s Corporations and Securities and Antitrust Practice Group.
 
Robert E. Fishman has served as Executive Vice President, Power Operations since February 2006. Dr. Fishman is responsible for managing the Company’s portfolio of natural gas-fired and geothermal power plants and our development and construction activities. Dr. Fishman served as Executive Vice President, Development from September 2005 to February 2006, Senior Vice President, Business Development from July 2004 to August 2005, as Senior Vice President, Engineering from October 2002 to June 2004 and as Senior Vice President, California Peaker Program from September 2001 to September 2002. Dr. Fishman was president of PB Power, Inc. from 1997 to 2001 and Senior Vice President from 1991 to 1996. During his nearly 30-year career, he has managed power project engineering services for more than 5,000 MW of gas turbine combined-cycle, cogeneration and peaking plants. He also has power plant operations experience as a chief engineer in the U.S. Navy. Dr. Fishman obtained a Bachelor of Science degree in Mechanical Engineering from the U.S. Naval Academy in 1973, a Master’s and Engineer’s degree in Mechanical Engineering from Massachusetts Institute of Technology in 1977, and a Ph.D. in Mechanical Engineering from the University of Maryland in 1980. He also serves as a director of Century Aluminum Company.
 
Thomas N. May joined Calpine in May 2006 as Executive Vice President, Commercial Operations and is responsible for leading all of Calpine’s commodity price risk management activities. He leads the Company’s marketing and sales, trading, plant optimization, origination and transmission activities. Prior to joining Calpine, Mr. May served as Vice President of Commercial Operations for NRG Energy. He was responsible for the overall direction and management of NRG’s commodity risk management activities, including power, natural gas, oil, coal and emissions. Prior to joining NRG in 2004, he was Vice President, West Coast Power for Dynegy Marketing and Trade, and responsible for its West Coast commercial operations. In total, Mr. May has more than 23 years of experience in every aspect of the power industry, including trading, marketing, origination, transmission, asset management and power generation. Thomas N. May is of no relation to Robert P. May, Calpine’s Chief Executive Officer.
 
Certain Legal Proceedings
 
As a result of our filing voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code, Ms. Wang and Messrs. Derr, Keese, R. May, Revell, and Stathakis have each served as directors of a company that filed a petition under the federal bankruptcy laws within the last five years. Similarly, as officers or directors of certain of our subsidiaries, Dr. Fishman and Messrs. R. May, Clark and Pryor have served as directors or executive officers of a company that filed a petition under the federal bankruptcy laws within the last five years.
 
As a result of the filing of a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code by Exide Technologies in April 2002, Ms. Donahue, who served as its Chief Financial Officer from October 2001 through February 2003, has served as an officer of a company that filed a petition under the federal bankruptcy laws within the last five years. Exide Technologies confirmed a plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code in April 2004.
 
As a result of the filing of a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code by Dana Corporation and certain of its subsidiaries in March 2006, Mr. Hiner, who served a director of Dana Corporation from 1993 through 2005, has served as a director of a company that filed a petition under the federal bankruptcy laws within the last five years.
 
Section 16(a) Beneficial Ownership Reporting Compliance
 
Section 16(a) of the Securities Exchange Act requires the Company’s directors, officers, and beneficial owners of more than 10% of any class of equity securities of the Company’s equity securities, to file with the Securities and

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Exchange Commission initial reports of beneficial ownership, reports of changes in beneficial ownership of Common Stock and other equity securities of the Company, and to provide the Company with a copy.
 
Based solely upon review of the copies of such reports furnished to the Company and written representations that no other reports were required, the Company is not aware of any instances of noncompliance with the Section 16(a) filing requirements by any director, officer, and beneficial owner of more than 10% of any class of equity securities of the Company’s equity securities during the year ended December 31, 2006.
 
Stockholder Nominees to Board of Directors
 
We have not yet adopted procedures by which stockholders may recommend director candidates for consideration by our Nominating and Governance Committee because we are not holding annual meetings of stockholders during the pendency of our Chapter 11 cases.
 
Audit Committee and Designated Audit Committee Financial Experts
 
We have a standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act and its members are Ms. Wang, who serves as Chairperson, and Messrs. Merritt and Revell. The Board of Directors has evaluated the members of the Audit Committee, and determined that each member is independent, as independence for audit committee members is defined under the listing standards of the NYSE. The Board also determined that each member of the Audit Committee is financially literate and has designated Ms. Wang and Messrs. Merritt and Revell as “audit committee financial experts” as defined in SEC Regulation S-K Item 407(d)(5). Ms. Wang and Mr. Revell each serve on the audit committee of three other publicly traded companies. The Board has made a determination that in each case, Ms. Wang’s and Mr. Revell’s simultaneous service on the audit committees of such other companies does not impair Ms. Wang’s or Mr. Revell’s ability to effectively serve on our Audit Committee.

Item 11.   	Executive Compensation	
 
Compensation Discussion and Analysis
 
The primary objectives of the Compensation Committee of our Board of Directors are to attract, motivate and retain talented, qualified executive officers who will successfully lead us through our Chapter 11 restructuring. To assist in achieving our objectives, our Compensation Committee has offered compensation packages that are designed to reward not only individual contributions but also our corporate achievement of certain pre-determined milestones in our Chapter 11 restructuring. Our executive compensation and benefit program also aims to encourage our management team to continually pursue strategic opportunities in the power and utility industry while effectively managing the risks and challenges inherent to a company experiencing a Chapter 11 restructuring.
 
Much of the compensation paid to our named executive officers during 2006 was controlled by written employment agreements. Dr. Fishman and Messrs. R. May, Doody, and T. May each have a written employment agreement. After weighing the general uncertainty of our future, the challenges of a Chapter 11 restructuring, and the need for leadership that such individuals could offer, the Compensation Committee concluded that it was appropriate for us to enter into employment agreements with such individuals. Formalizing the employment and compensation packages in written agreements enabled us to guarantee certain minimum compensation to the individuals with the approval of the U.S. Bankruptcy Court. Notably, provisions of the Bankruptcy Code, which became effective two months prior to the initiation of our Chapter 11 cases, limited the flexibility of the Compensation Committee to design compensation packages that would attract, motivate and retain executive officers. The need to attract, motivate and retain executive officers has been acute since November 2005, as demonstrated by the high number of new executive officers who have since joined us. Only three of our named executive officers have been with us for more than two years. The executive compensation packages, in particular the employment agreements, generally embody a compensation package that is both fair and competitive in the industry. The term of the agreement with Mr. R. May extends through December 31, 2007. The terms of the agreements of Dr. Fishman and Messrs. T. May and Doody extend through June 13, 2007, May 30, 2007, and July 17, 2007, respectively, and will automatically renew unless either the individual or we deliver notice no later than 90 days prior to the scheduled renewal.

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Mr. Scott J. Davido also had a written employment agreement; however, Mr. Davido resigned from his position as Executive Vice President and Chief Restructuring Officer effective February 16, 2007. In connection with his resignation, we and Mr. Davido entered into a separation agreement on February 16, 2007, described in more detail in the section entitled “Summary of Employment Agreements.” Mr. Davido’s 2006 compensation is governed by his employment agreement, as supplemented by his separation agreement.
 
Ms. Donahue, who serves as our Senior Vice President and Chief Financial Officer, does not have an employment agreement with us and is not directly compensated by us. AP Services, an affiliate of AlixPartners, is a financial advisory and consulting firm specializing in corporate restructuring, provides leased employees to us in connection with our restructuring. Ms. Donahue has been responsible for managing the engagement with us pursuant to our agreement with AP Services since December 17, 2005, and she has been providing services to us since November 29, 2005. In order to minimize disruption internally when Mr. Davido gave up his position as Chief Financial Officer in order to devote more time in his role as Chief Restructuring Officer, the Board of Directors selected Ms. Donahue to act as our Chief Financial Officer because of the special knowledge of and experience with us that Ms. Donahue had gained since November 29, 2005. Ms. Donahue’s services as Senior Vice President and Chief Financial Officer are provided pursuant to the agreement with AP Services. Ms. Donahue’s arrangement is described in more detail in the section entitled “Summary of Employment Agreements.”
 
During 2006, as part of the annual review of compensation of our executive officers, our Compensation Committee engaged the Performance & Reward practice group of E&Y to review the competitiveness of our current cash compensation levels for our executive officers. In order to arrive at market competitive levels of compensation, E&Y conducted both a custom compensation peer group proxy review as well as a review of multiple national published survey sources. E&Y independently established the peer group, focusing primarily on energy companies and utilities because those are the companies with which we compete for our executive officers. In E&Y’s analysis of each peer company’s practices of compensating its top executives, E&Y compared the compensation of executives with similar duties and adjusted amounts to take into account differences in revenues and different lines of business.
 
Our Compensation Committee utilized E&Y’s findings to assure the current cash compensation levels of our executive officers was in a range whose midpoint was derived from the average of the 50th and 75th percentile of the compensation amounts provided to executives in a peer group of comparable companies. During the 2006 study, the Compensation Committee considered the compensation packages offered to executive officers of 28 other companies in the power and utility industry. Listed below are the companies comprising the peer group that was considered.

AES Corporation	 	Energy East Corporation	 	PPL Corporation	
Allegheny Energy, Inc.	 	Entergy Corporation	 	Progress Energy, Inc.	
American Electric Power Co., Inc.	 	FirstEnergy Corporation	 	Reliant Energy, Inc.	
CenterPoint Energy Inc.	 	FPL Group, Inc.	 	Sempra Energy	
CMS Energy Corporation	 	Mirant Corporation	 	Southern Company	
Constellation Energy Group, Inc.	 	Northeast Utilities System	 	TECO Energy, Inc.	
Dominion Resources, Inc.	 	NRG Energy, Inc.	 	TXU Corporation	
DTE Energy Company	 	NSTAR Electric	 	Xcel Energy Inc.	
Duke Energy Corporation	 	OGE Energy Corporation	 	 	
Edison International	 	PG&E Corporation	 	 	

Such companies had reported approximately 3,000 to 30,000 employees, revenues of $2.7 billion to $18.0 billion annually, total assets of $4.9 billion to $52.7 billion, and market capitalizations of $3.2 billion to $30.9 billion — averaging approximately 10,000 employees, revenues of $9.9 billion annually, total assets of $22.5 billion, and a market capitalization of $10.9 billion. In making compensation decisions, the Compensation Committee compares each element of total compensation against the peer group, which is periodically reviewed and updated by the Compensation Committee. Based on the data presented, the Compensation Committee concluded that the compensation provided to the named executive officers in 2006 was fair relative to the peer group because the compensation our executives received was within the target range (50th and 75th percentile).

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Based in part on that conclusion, and in part because Messrs. T. May and Doody were recently hired, the Compensation Committee concluded that no adjustments were required for 2007.
 
Elements of Compensation
 
Our current compensation structure reflects our bankruptcy status. The executive officers’ compensation packages consist of base salary, annual incentive payments, guaranteed and discretionary bonuses, incentives tied to our emergence from bankruptcy, and certain perquisites. The bonuses and incentives are designed to reward the achievement of certain milestones in our Chapter 11 restructuring, such as improving our cash flow, updating our business plan, and maximizing value for our various stakeholders. The overall compensation program is also designed to attract executives with the appropriate experience and mitigate the risks associated with joining a company in the process of a Chapter 11 restructuring, to compensate those executives for the loss of any incentive compensation from their previous organizations, to retain our key executives, and to motivate them under a pay-for-performance and pay-at-risk policy.
 
Base Salary.   We provide executive officers with a base salary to compensate them for services rendered during the fiscal year. Base salary ranges are established within 60% and 140% of the midpoint base salary for executive officer positions in the peer group, as identified by E&Y using position and responsibilities. The base salary of each of our named executive officers is reviewed on an annual basis, and adjustments are made to reflect performance-based factors, as well as competitive conditions. During its review of base salaries, the Compensation Committee primarily considers:

 	• 	Our budget for annual merit increases;	
 		
 	• 	Market data of our peer group of companies provided by outside consultants;	
 		
 	• 	Internal review of each executive’s compensation, both individually and relative to the other executive officers; and	
 		
 	• 	Individual performance of each executive officer.	
 
We do not apply specific formulas to determine increases. Generally, executive salaries are adjusted effective January 1 of each year. For 2007, as noted above, the data of our peer group of companies provided by our outside consultants, in light of the other factors considered, suggests that the base salaries for our executive officers in 2007 should not be adjusted.
 
Guaranteed and Discretionary Bonuses.   Under the Calpine Incentive Plan, which was approved by the U.S. Bankruptcy Court, all executive officers at or above the senior vice president level or executive vice president level (in addition to other employees totaling approximately 575) are eligible for discretionary bonuses, with the exception of Messrs. R. May and Davido, whose annual bonuses are governed by their respective employment agreements and, in the case of Mr. Davido, his separation agreement. The Calpine Incentive Plan is funded only upon the achievement of certain corporate milestones set by the Board of Directors. The overall funding of the Calpine Incentive Plan can vary from 90% to 110% of a target pool, based on performance as determined by the Compensation Committee. The overall corporate goals for 2006 were (i) improving cash flow, (ii) reducing costs by $180 million, and (iii) reducing headcount. The Compensation Committee selected these performance factors because they will directly help us emerge from bankruptcy and become profitable. In 2006, the performance objective that the Board of Directors set to fund the Calpine Incentive Plan was for us to reduce negative cash flow to $350 million. If we achieved that goal, the target incentive pool would be funded at not less than $21.2 million. Because we exceeded our target cash flow by a significant margin, the Board of Directors set the Calpine Incentive Plan’s funding at $25.2 million.
 
Target annual bonus levels for executive officers vary between 40% and 100% of base salary, depending on their rank and seniority. For 2006, the target bonus for (i) a senior vice president is 40%; and (ii) an executive vice president is either 90% or 100%. The Compensation Committee has discretion to adjust the target bonus level for any individual lower or higher; however, the total amount of bonuses awarded cannot exceed the amount available in the Calpine Incentive Plan fund.

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Awards are to be made at the discretion of our Chief Executive Officer and Compensation Committee, based on achieving the requisite goals and individual performance. Awards to executive vice presidents are entirely dependent upon us achieving corporate goals; whereas, awards to senior vice presidents are based 80% on achieving such corporate goals and 20% on achieving personal goals established by each officer and approved by our Chief Executive Officer. For 2006, personal goals were largely subjective because many of the executives were recently hired. For 2007, the executive officers will establish personal goals relating to key strategic initiatives and progress towards Chapter 11 restructuring and emergence.
 
Executive officers who participate in the Calpine Incentive Plan generally do not have guaranteed minimum bonus amounts, and the Calpine Incentive Plan does not establish a maximum bonus that may be awarded to any individual. The overall size of the pool and the need to allocate the pool among a large number of participants effectively limit the size of the awards. Employment agreements with executives who were recently hired may provide for guaranteed minimum bonuses to offset the loss of incentive payments from their previous organizations and to compensate for the risks associated with joining a company in the process of a Chapter 11 restructuring. The employment agreements of Messrs. R. May, T. May, Davido, and Doody provide for minimum guaranteed bonuses of $2,250,000, $500,000, $700,000, and $450,000, respectively, for the year ending December 31, 2006, to be paid in 2007. Mr. Davido’s $700,000 minimum guaranteed bonus for 2006 was not affected by his separation agreement. In addition, the employment agreement with Mr. R. May provides for a minimum guaranteed bonus of $1,500,000 for the year ending December 31, 2007, to be paid in 2008. The amount of each executive’s minimum guaranteed bonus was calculated based on a multiple of base salary. The amount of Messrs. Davido and T. May’s minimum guaranteed bonuses were 100% of base salary and the amount of Mr. Doody’s minimum guaranteed bonus is 90% of base salary. Mr. R. May’s minimum guaranteed bonus for the year ending December 31, 2006 was 150% of base salary, and is 100% of base salary for the year ending December 31, 2007.
 
Additionally, the employment agreements of Messrs. R. May, T. May, Davido and Doody provided for signing bonuses of $2,000,000 for Mr. R. May and $500,000 for each of Messrs. T. May, Davido and Doody. The signing bonuses were paid to Mr. R. May in 2005 and to Messrs. T. May, Davido, and Doody in 2006 and were designed to offset their loss of incentive plan payments from previous organizations and to compensate for the risks associated with joining a company in the process of a Chapter 11 restructuring.
 
Emergence Incentives.   We believe that we will encourage the desired performance from our executive officers by ensuring each such individual has a substantial personal financial interest in our successful emergence from Chapter 11. Therefore, the Compensation Committee, with the assistance of an executive compensation consulting firm, designed our Emergence Incentive Plan and certain individual-specific bonus plans. Because of our Chapter 11 filing and pending restructuring, traditional equity compensation arrangements were deemed inappropriate for our executive officers at this time; however, in the future we may offer equity compensation to our executive officers as long-term incentives. Until that time, our long-term incentives and emergence incentives will remain cash-based programs.
 
According to the Emergence Incentive Plan, upon our emergence from Chapter 11, twenty executives will be eligible for bonuses, including the named executive officers, with the exception of Mr. R. May because his compensation is governed by his employment agreement. Mr. Davido’s employment agreement provided for a bonus upon our emergence from Chapter 11, but, under his separation agreement, he waived any right to such bonus. This plan is currently unfunded and will be funded only if we emerge from bankruptcy with not less than $4.5 billion in adjusted enterprise value. Cash awards are contingent upon emergence from Chapter 11 and will not be made until we emerge from Chapter 11. At that time, cash awards will be allocated at the sole discretion of the Chief Executive Officer among the eligible executives, and paid in one-time lump sum payments as soon as practicable after emergence.
 
Pre-Emergence Incentives.   The employment agreements of Dr. Fishman and Messrs. R. May, Doody, and T. May provide that each is entitled to a guaranteed minimum success fee equal to at least twice his base salary, if, before a confirmed plan of reorganization becomes effective, we terminate the executive officer’s employment without cause, or if the executive officer terminates his employment for good reason. The Committee felt that it was necessary to provide such guarantees to induce key executives to take the risk of joining the company while in

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Chapter 11, and to protect them against the loss of the emergence incentive that could have been paid following our emergence from Chapter 11.
 
Post-Emergence Severance.   To encourage the executive officers to remain with us after emergence from bankruptcy, the employment agreements of each of Dr. Fishman and Messrs. R. May, Doody, and T. May provide for severance payments equal to twice his annual salary, if, after a plan of reorganization has become effective, we terminate the employment of an executive officer without cause, or if the executive officer terminates his employment for good reason. The Committee felt that these agreements were necessary to encourage continuity and minimize the disruption that could result from turnover of executive officers at the time of emergence. Their employment agreements also provide for a pro rata payment of any target annual bonus in the event that such individuals’ employment is terminated as a result of death or disability. In exchange for the benefits guaranteed by the employment agreements, the employment agreements impose on the executive officers certain non-competition, non-solicitation, non-disparagement, and other types of restrictions.
 
Perquisites and Other Personal Benefits.   We provide named executive officers with perquisites and other personal benefits that the Compensation Committee believes are reasonable and consistent with its overall compensation program to better enable us to attract and retain superior employees for key positions. The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to named executive officers.
 
Additionally, the employment agreements of Messrs. R. May, T. May and Doody, and Dr. Fishman provide for the reimbursement of reasonable commuting and relocation costs incurred by the executive officers in relocating to live near our corporate offices. Mr. Davido’s employment agreement contained similar provisions. The employment agreements of Messrs. R. May and Davido also provide for the reimbursement of legal fees incurred in connection with negotiating their employment agreements. Consistent with industry practice, the reimbursement of all such costs is increased to cover any applicable taxes to the executive.
 
Deductibility Cap on Executive Compensation
 
Section 162(m) of the Internal Revenue Code of 1986, as amended, precludes a public corporation from deducting compensation in excess of $1 million in any taxable year for its chief executive officer or any of its four other highest paid executive officers. Performance-based compensation is not subject to that limitation. As part of its role, the Compensation Committee considers the anticipated tax treatment to us and the executive officers in its review and establishment of compensation programs and payments. In general, we intend to pay performance-based compensation, including equity compensation, to preserve our ability to deduct the amounts paid to executive officers. Given the specific circumstances of the Chapter 11 restructuring, the inappropriateness of providing equity compensation currently, our need to attract executives with the appropriate experience, and the need to compensate executives for the loss of incentive compensation, the Compensation Committee decided it was appropriate to pay compensation that was not performance-based compensation and that would not be deductible under Section 162(m) of the Internal Revenue Code because it exceeds the $1 million cap.
 
Compensation Committee Report
 
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on the review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Report.
 
COMPENSATION COMMITTEE
 
William J. Keese, Chairperson
Kenneth T. Derr
Glen H. Hiner
Walter L. Revell

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Summary Compensation Table 2006
 
The following table provides certain information concerning the compensation for services rendered to the Company during the year ended December 31, 2006, by the “named executive officers,” including (i) each person serving as a principal executive officer or a principal financial officer during the year ended December 31, 2006, (ii) each of the three other most highly-compensated individuals who were serving as executive officers as of December 31, 2006, and (iii) one former executive who would have been included as one of our most highly-compensated executive officers, but for the fact that he was not serving as an executive officer as of December 31, 2006. Additional payments in the form of tax gross-ups, discussed in the footnotes to the table below, were calculated by applying the marginal supplemental Federal rate of 35%, the respective State tax rate, the FICA rate of 6.2%, the Medicare rate of 1.45%, and the respective State rate for disability insurance, if applicable, to the amount of actual expenses.

 	 	 	 	 	 	 	 	 	 	 	 	 	 	Non-Equity	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	Incentive	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	Option	 	 	Plan	 	 	All Other	 	 	 	 	
 	 	Year	 	 	Salary	 	 	Bonus	 	 	Awards	 	 	Compensation	 	 	Compensation	 	 	Total	 	
 		
Robert P. May	 	 	2006	 	 	$	1,500,000	 	 	$	2,350,000	(1)	 	$	—	 	 	$	—	 	 	$	325,943	(2)	 	$	4,175,943	 	
Chief Executive Officer	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Lisa Donahue(3)	 	 	2006	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	(4)	
Senior Vice President and Chief Financial Officer	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Scott J. Davido(5)	 	 	2006	 	 	 	632,692	 	 	 	1,200,000	(6)	 	 	—	 	 	 	—	 	 	 	306,635	(7)	 	 	2,139,327	 	
Former Executive Vice President and Chief Restructuring Officer and former Chief Financial Officer	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Eric N. Pryor(8)	 	 	2006	 	 	 	465,000	 	 	 	—	 	 	 	209,778	(9)	 	 	275,000	(10)	 	 	9,813	(11)	 	 	959,591	 	
Senior Vice President, Financial Planning and Analysis and former Chief Financial Officer	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gregory L. Doody	 	 	2006	 	 	 	221,154	 	 	 	950,000	(12)	 	 	—	 	 	 	50,000	(13)	 	 	59,162	(14)	 	 	1,280,316	 	
Executive Vice President, General Counsel and Secretary	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Robert E. Fishman	 	 	2006	 	 	 	479,231	 	 	 	—	 	 	 	71,310	(15)	 	 	550,000	(16)	 	 	43,295	(17)	 	 	1,143,836	 	
Executive Vice President, Power Operations	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Thomas N. May	 	 	2006	 	 	 	286,538	 	 	 	1,000,000	(18)	 	 	—	 	 	 	—	 	 	 	59,995	(19)	 	 	1,346,533	 	
Executive Vice President, Commercial Operations	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
E. James Macias(20)	 	 	2006	 	 	 	500,000	 	 	 	—	 	 	 	362,947	(21)	 	 	358,000	(22)	 	 	10,315	(23)	 	 	1,231,262	 	
Former Senior Vice President, Contracts and Leases	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

 
			
(1)		Per Mr. R. May’s employment agreement, this amount includes his minimum bonus of $2,250,000 for the year ended December 31, 2006, paid in February 2007 and a bonus of $100,000, in excess of Mr. R. May’s minimum bonus, earned for the year ended December 31, 2006, and paid in February 2007. As described in the Compensation Discussion and Analysis, Messrs. R. May and Davido are not eligible to participate in the Calpine Incentive Plan; their incentive compensation is provided separately in each of their employment agreements.	
 		
(2)		This amount includes $50,000 for reimbursement of legal fees incurred in connection with negotiating Mr. R. May’s employment agreement, $51,667 for temporary housing in connection with Mr. R. May’s relocation near our offices, $90,694 for commuting between Mr. R. May’s home in Florida and our offices prior to relocating near our offices, and $8,800 for an employer contribution to the Company’s 401(k) plan, each paid in 2006, and $124,782 for tax gross-ups related to legal fees, temporary housing, commuting and relocation expenses, paid during 2006 and 2007 based on actual expenses incurred during 2006. All amounts shown are based on the actual total cost we incurred.	
 		
(3)		Ms. Donahue has served as our Chief Financial Officer since November 2006.	

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(4)		Ms. Donahue’s services as Chief Financial Officer are provided pursuant to an agreement with AP Services. Her agreement is described in more detail in the section below entitled “Summary of Employment Agreements.”	
 		
(5)		Mr. Davido served as our Chief Financial Officer from February to November 2006, and he served as the Chief Restructuring Officer from February 2006 to February 2007. Pursuant to his separation agreement, dated as of February 16, 2007, Mr. Davido resigned his employment with us. His separation agreement is described in more detail in the section below entitled “Summary of Employment Agreements.”	
 		
(6)		Per Mr. Davido’s employment agreement and his separation agreement, this amount includes his sign-on bonus of $500,000, paid in 2006, and his minimum bonus of $700,000 for the year ended December 31, 2006, and paid in February 2007. Other amounts to be paid Mr. Davido are described in more detail in the section below entitled “Summary of Employment Agreements.”	
 		
(7)		This amount includes $50,000 for reimbursement of legal fees incurred in connection with negotiating Mr. Davido’s employment agreement, $14,445 for temporary housing in connection with Mr. Davido’s relocation near our offices, $113,246 for commuting between Mr. Davido’s home in Minnesota and our offices prior to relocating near our offices, and $8,800 for an employer contribution to our 401(k) plan, each paid in 2006, and $120,144 for tax gross-ups related to legal fees, temporary housing, commuting and relocation expenses, paid during 2006 and 2007 based on actual expenses incurred during 2006. All amounts shown are based on the actual total cost we incurred.	
 		
(8)		Mr. Pryor served as our Chief Financial Officer from November 2005 to February 2006.	
 		
(9)		These options had no intrinsic value in 2006 as all of the options included in the SFAS No. 123-R expense for 2006 had an exercise price in excess of the market price of the underlying shares. The amount of $209,778 represents the 2006 compensation expense of Mr. Pryor’s outstanding option awards to the extent they vested in 2006. The compensation expense was determined in accordance with SFAS No. 123-R, and no forfeitures are assumed. Based on historical stock option exercise patterns for executive officers, the fair value per share of stock options on the dates of grant were $2.47 in 2005, $4.48 in 2004, $3.06 in 2003 and $5.87 in 2002, using the Black-Scholes option pricing model with the following assumptions: expected dividend yields of 0%; expected volatility of 81% for 2005, 77% for 2004 and 70% for 2003 and 2002; risk-free interest rates of 4.22% for 2005, 4.02% for 2004, 4.04% for 2003 and 4.27% for 2002; and expected option terms of 5.13 years for 2005 and 7.33 years for 2004, 2003, and 2002.	
 		
(10)		This amount represents Mr. Pryor’s annual cash incentive bonus of $275,000, from the Calpine Incentive Plan, earned for the year ended December 31, 2006, and paid in February 2007.	
 		
(11)		This amount includes $1,013 of long-term disability insurance premiums and $8,800 for an employer contribution to our 401(k) plan.	
 		
(12)		Per Mr. Doody’s employment agreement, this amount includes his sign-on bonus of $500,000, paid in 2006, and his minimum bonus of $450,000 for the year ended December 31, 2006, paid in February 2007.	
 		
(13)		This amount represents a bonus of $50,000, in excess of Mr. Doody’s minimum bonus, earned for the year ended December 31, 2006, and paid in February 2007.	
 		
(14)		This amount includes $16,110 for temporary housing in connection with Mr. Doody’s relocation near our offices, $16,544 for commuting from Mr. Doody’s home in Alabama and our offices prior to relocating near our offices, and $8,800 for an employer contribution to our 401(k) plan, each paid in 2006, and $17,708 for tax gross-ups related to commuting, temporary housing and relocation expenses, paid during 2006 and 2007 based on actual expenses incurred during 2006. All amounts shown are based on the actual total cost we incurred.	
 		
(15)		These options had no intrinsic value in 2006 as all of the options included in the SFAS No. 123-R expense for 2006 had an exercise price in excess of the market price of the underlying shares. The amount of $71,310 represents the 2006 compensation expense of Dr. Fishman’s outstanding option awards to the extent they vested in 2006. The compensation expense was determined in accordance with SFAS No. 123-R, and no forfeitures are assumed. Based on historical stock option exercise patterns for executive officers, the fair value per share of stock options on the dates of grant were $2.47 in 2005, $4.28 in 2004, $2.91 in 2003 and $3.82 and $5.57 in 2002, using the Black-Scholes option pricing model with the following assumptions: expected dividend yields of 0%; expected volatility of 81% for 2005, 77% for 2004 and 70% for 2003 and 2002;	

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		risk-free interest rates of 4.22% for 2005, 3.77% for 2004, 3.82% for 2003 and 4.02% for 2002; and expected option terms of 5.13 years for 2005 and 5.72 years for 2004, 2003, and 2002.	
 		
(16)		This amount represents Dr. Fishman’s annual cash performance bonus of $550,000 earned for the year ended December 31, 2006, and paid in February 2007.	
 		
(17)		This amount includes $31,607 with respect to a mortgage subsidy for Dr. Fishman’s relocation to the San Jose office, $1,598 for long-term disability insurance premiums, $500 as an award upon completion of five years of employment, and $8,800 for an employer contribution to our 401(k) plan, each paid in 2006, and $790 for tax gross-ups related to the mortgage subsidy, paid during 2006 and 2007 based on actual expenses incurred during 2006. All amounts shown are based on the actual total cost we incurred.	
 		
(18)		Per Mr. T. May’s employment agreement, this amount includes his sign-on bonus of $500,000, paid in 2006, and his minimum bonus of $500,000 for the year ended December 31, 2006, paid in February 2007.	
 		
(19)		This amount includes $32,296 for commuting between Mr. T. May’s home in New Jersey and our offices prior to relocation near our offices, and $8,800 for an employer contribution to our 401(k) plan, each paid in 2006, and $18,899 for tax gross-ups related to commuting, temporary housing and relocation expenses, paid during 2006 and 2007 based on actual expenses incurred during 2006. All amounts shown are based on the actual total cost we incurred.	
 		
(20)		Mr. Macias served as our Senior Vice President, Contracts and Leases, from April 2006 through February 2007. Previously, he served as Executive Vice President, Commercial Operations, from November 2002 until April 2006.	
 		
(21)		These options had no intrinsic value in 2006 as all of the options included in the SFAS No. 123-R expense for 2006 had an exercise price in excess of the market price of the underlying shares. The amount of $362,947 represents the 2006 compensation expense of Mr. Macias’ outstanding option awards to the extent they vested in 2006. The compensation expense was determined in accordance with SFAS No. 123-R, and no forfeitures are assumed. Based on historical stock option exercise patterns for executive officers, the fair value per share of stock options on the dates of grant were $2.47 in 2005, $4.48 in 2004, $3.06 in 2003, and $5.87 in 2002, using the Black-Scholes option pricing model with the following assumptions: expected dividend yields of 0%; expected volatility of 81% for 2005, 77% for 2004 and 70% for 2003 and 2002; risk-free interest rates of 4.22% for 2005, 4.02% for 2004, 4.04% for 2003, and 4.27% for 2002; and expected option terms of 5.13 years for 2005 and 7.33 years for 2004, 2003, and 2002.	
 		
(22)		This amount represents Mr. Macias’ annual cash performance bonus of $358,000, from the Calpine Incentive Plan, earned for the year ended December 31, 2006, and paid in February 2007.	
 		
(23)		This amount includes $1,515 of long-term disability insurance premiums and $8,800 for an employer contribution to our 401(k) plan.	

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Grants of Plan-Based Awards — 2006
 
The following table sets forth certain information concerning grants of awards made to named executive officers during the year ended December 31, 2006. Such grants arise from the individual employment agreements entered into with such named executive officers or under the Calpine Incentive Plan. The table does not include information on potential awards under the Emergence Incentive Plan because the amount available for funding the Emergence Incentive Plan has not yet been determined, and such plan does not establish minimum, target, or maximum awards for such individuals.

 	 	Estimated Future Payouts Under	 	
 	 	Non-Equity Incentive Plan Awards	 	
Name	 	Threshold	 	 	Target	 	 	Maximum	 	
 		
Robert P. May(1)	 	$	—	 	 	$	—	 	 	$	—	 	
Lisa Donahue(2)	 	 	—	 	 	 	—	 	 	 	—	 	
Scott J. Davido(3)	 	 	—	 	 	 	—	 	 	 	—	 	
Eric N. Pryor(4)	 	 	—	 	 	 	186,000	 	 	 	—	 	
Gregory L. Doody(5)	 	 	—	 	 	 	—	 	 	 	—	 	
Robert E. Fishman(6)	 	 	—	 	 	 	450,000	 	 	 	—	 	
Thomas N. May(7)	 	 	—	 	 	 	—	 	 	 	—	 	
E. James Macias(8)	 	 	—	 	 	 	200,000	 	 	 	—	 	

 
			
(1)		Mr. R. May is not eligible to participate in the Calpine Incentive Plan. Mr. R. May’s employment agreement, which expires on December 31, 2007, establishes a target annual bonus of 100% of salary, but may range from 0% to 200% of base salary. However, his employment agreement provides that, for the year ended December 31, 2006, his bonus will be no less than $2,250,000, and for the year ended December 31, 2007, his bonus would be no less than $1,500,000. The actual bonus paid on account of 2006 is reflected in the Summary Compensation Table.	
 		
(2)		Ms. Donahue is not eligible to participate in the Calpine Incentive Plan.	
 		
(3)		Mr. Davido is not eligible to participate in the Calpine Incentive Plan. Mr. Davido’s employment agreement provided for a target annual bonus of 100% of base salary, but may range from 0% to 150% of base salary. However, his employment agreement provides that, for the year ended December 31, 2006, his bonus will be no less than $700,000. In accordance with his separation agreement, we will pay Mr. Davido $700,000 for the year ended December 31, 2006, prior to March 15, 2007, and he waives any right to payment of a bonus for the year ending December 31, 2007, and any success fee payable upon satisfaction of certain criteria upon our emergence from Chapter 11.	
 		
(4)		Mr. Pryor’s target annual bonus is based upon the Calpine Incentive Plan. The actual bonus paid on account of 2006 is reflected in the Summary Compensation Table.	
 		
(5)		Mr. Doody’s employment agreement, which has an initial term expiring on July 17, 2007, establishes a target annual bonus of 90% of base salary. However, his employment agreement provides that, for the year ended December 31, 2006, his bonus would be no less than $450,000. The actual bonus paid on account of 2006 is reflected in the Summary Compensation Table. This amount was paid under the Calpine Incentive Plan.	
 		
(6)		Dr. Fishman’s employment agreement, which has an initial term expiring on June 13, 2007, establishes a target annual bonus of 90% of base salary. The actual bonus paid on account of 2006 is reflected in the Summary Compensation Table. This amount was paid under the Calpine Incentive Plan.	
 		
(7)		Mr. T. May’s employment agreement, which has an initial term expiring on May 30, 2007, establishes a target annual bonus of 100% of base salary. However, his employment agreement provides that, for the year ended December 31, 2006, his bonus would be no less than $500,000. The actual bonus paid on account of 2006 is reflected in the Summary Compensation Table. This amount was paid under the Calpine Incentive Plan.	
 		
(8)		Mr. Macias’ target annual bonus is based upon the Calpine Incentive Plan. The actual bonus paid on account of 2006 is reflected in the Summary Compensation Table.	

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Summary of Employment Agreements
 
Many of the amounts shown on the Summary Compensation Table and the Grants of Plan-Based Awards table are described in employment agreements. The material terms of those employment agreements are summarized below:
 
Robert P. May
 
Effective December 12, 2005, we entered into an employment agreement with Mr. May, which was amended on May 18, 2006, in accordance with the May 10, 2006 order of the U.S. Bankruptcy Court approving the employment agreement. The term of the employment agreement consists of a two-year initial term (until December 31, 2007) and any subsequent term for which the employment agreement is renewed. Mr. May’s employment agreement provides for the payment of an annual base salary of $1,500,000, which is subject to annual adjustment by the Board of Directors. Mr. May was paid a one-time cash signing bonus of $2,000,000. Mr. May is eligible to receive an annual cash performance bonus so long as he achieves performance objectives set by the Board of Directors and remains employed by us on the last day of the applicable fiscal year. Mr. May’s target bonus will be established by the Board but the minimum target bonus will be 100% of his base salary, and his actual bonus may range from 0% to 200% of the minimum target bonus as determined by the Board, except that Mr. May shall receive minimum bonuses for the fiscal years ending December 31, 2006 and December 31, 2007, of $2,250,000 and $1,500,000, respectively. Mr. May is also eligible to receive a success fee if and when a plan of reorganization is confirmed by the U.S. Bankruptcy Court and becomes effective during Mr. May’s tenure as Chief Executive Officer or within 12 months after termination of Mr. May’s employment, but only if such termination is by Mr. May for good reason or by us without cause. Mr. May shall not be entitled to the success fee if we terminate his employment for cause, he resigns his employment without good reason or his employment terminates due to death or disability before the effective date of such plan of reorganization. The success fee shall contain a $4.5 million fixed component and an incentive component based on the achievement of certain “market adjusted enterprise value” and “plan adjusted enterprise value” metrics. Mr. May will also participate in employee benefit programs available to our senior executives. Severance benefits are payable in the event of resignation for good reason or we terminate his employment without cause. The benefits include an amount equal to the sum of Mr. May’s base salary and target bonus at the time of the termination of his employment (except that if such termination were to occur in 2006 or 2007, in lieu of the target bonus amount, Mr. May would receive the minimum bonus amount for such years) paid over a year. If Mr. May’s employment is terminated because of death or disability, he or his estate would receive a pro rata portion of his then current target bonus. Mr. May is also entitled to compensation for reasonable commuting expenses to our headquarters, temporary furnished housing nearby our headquarters, reimbursement for living expenses and reasonable transaction costs and expenses incurred in relocating to the area in which our headquarters is located. The reimbursement of all such costs will be increased to cover any applicable taxes to Mr. May. Similarly, if any payment or benefit to Mr. May under the employment agreement is an excess parachute payment that is subject to the excise tax imposed by Section 4999 of the Code, Mr. May is entitled to such amount or amounts as a tax gross-up, which may be necessary to place him in the same after-tax position in which he would have been if such excise tax (together with any interest and penalties) had not been imposed.
 
Scott J. Davido
 
Effective January 30, 2006, we entered into an employment agreement with Mr. Davido which was amended on May 18, 2006, in accordance with the May 10, 2006 order of the U.S. Bankruptcy Court approving the employment agreement. The employment agreement was amended once more effective January 30, 2007 to formalize the shift in Mr. Davido’s job title from Executive Vice President, Chief Restructuring Officer and Chief Financial Officer to Executive Vice President and Chief Restructuring Officer and was approved by the U.S. Bankruptcy Court. As amended, the term of the agreement remains the same and consists of a two-year initial term (until February 1, 2008) and any subsequent term for which the agreement is renewed. Mr. Davido’s employment agreement provides for the payment of an annual base salary of $700,000, which is subject to annual adjustment by the Board of Directors. Mr. Davido is also entitled to receive a one-time cash signing bonus of $500,000, which is payable within 15 days of the U.S. Bankruptcy Court’s approval of the agreement. If Mr. Davido terminates his employment without good reason, or his employment is terminated by us for cause, Mr. Davido will be required

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within 10 days of such termination to repay a pro rata portion (based on the number of full calendar months remaining in the initial 24-month term divided by 24 months) of the signing bonus, net of any associated income and employment taxes. Mr. Davido is eligible to receive an annual cash performance bonus so long as he remains employed by us on the last day of the applicable fiscal year. Mr. Davido’s target bonus will be established by the Board but the minimum target bonus will be 100% of his base salary, and his actual bonus may range from 0% to 150% of his base salary as determined by the Board, except that Mr. Davido shall receive minimum bonuses of $700,000 for each of the fiscal years ending December 31, 2006 and December 31, 2007. Mr. Davido is also eligible to receive a success fee if and when a plan of reorganization is confirmed by the U.S. Bankruptcy Court and becomes effective during Mr. Davido’s term of employment or within 12 months after termination of Mr. Davido’s employment, but only if such termination is by Mr. Davido for good reason or by us without cause. Mr. Davido shall not be entitled to the success fee if we terminate his employment for cause, he resigns his employment without good reason or his employment terminates due to death or disability before the effective date of such plan of reorganization. The success fee shall contain a $1.5 million fixed component and an incentive component based on the achievement of certain “market adjusted enterprise value” and “plan adjusted enterprise value” metrics. Mr. Davido will also participate in employee benefit programs available to our senior executives. Severance benefits are payable in the event of resignation for good reason or we terminate his employment without cause. The benefits include an amount equal to two times Mr. Davido’s base salary at the time of the termination of his employment payable in a lump sum. If Mr. Davido’s employment is terminated because of death or disability, he or his estate would receive a pro rata portion of his then current target bonus. For the first six months of his employment term and for subsequent extensions of such six-month period made from time to time solely in the discretion of the Chief Executive Officer, Mr. Davido is entitled to compensation for reasonable commuting expenses from St. Paul, Minnesota to our headquarters, temporary furnished housing nearby our headquarters and reimbursement for living expenses. After the end of any six month term’s temporary commuting arrangement, Mr. Davido will be entitled to reimbursement for reasonable transaction costs and expenses incurred in relocating to the area in which our headquarters is located. Mr. Davido’s employment agreement provides that any such reimbursement for reasonable commuting expenses, temporary housing, moving costs or reasonable transaction costs described herein will be grossed-up to cover any applicable taxes to Mr. Davido. Similarly, if any payment or benefit to Mr. Davido under the employment agreement is an excess parachute payment that is subject to the excise tax imposed by Section 4999 of the Code, Mr. Davido is entitled to a gross-up payment from us.
 
Effective, February 16, 2007, Mr. Davido resigned from his position as Executive Vice President and Chief Restructuring Officer. In connection with his resignation, we and Mr. Davido entered into a separation agreement. Under the terms of his separation agreement, (i) we will pay Mr. Davido all earned but unpaid wages and accrued vacation for 2007 and Mr. Davido’s minimum guaranteed bonus in the amount of $700,000 for the year ended December 31, 2006, prior to March 15, 2007; (ii) Mr. Davido waived his right under his employment agreement to receive a guaranteed minimum success fee; (iii) in lieu of paying a guaranteed minimum success fee, we will pay Mr. Davido an amount equal to 150% of his current base salary, which will be paid in monthly installments of $58,333.34 over 18 months unless during such time Mr. Davido becomes employed, consults, serves as a director, or otherwise becomes entitled to any current or future form of compensation or remuneration for services, in which case we will not be obligated to make such payments scheduled during the last 6 months of the 18 month period, (iv) we will reimburse Mr. Davido for healthcare coverage under COBRA for himself and his family for up to 18 months; (v) we will reimburse Mr. Davido for his reasonable relocation expenses, and (vi) we waived our right to recover Mr. Davido’s original signing bonus; and (vii) we will pay the gross-up, if any, as provided in the employment agreement.
 
Gregory L. Doody
 
On June 19, 2006, we entered into an employment agreement with Mr. Doody, which was approved by the U.S. Bankruptcy Court on July 26, 2006. The term of the agreement consists of a one-year initial term beginning July 17, 2006 and ending July 17, 2007 and shall be automatically renewed for subsequent one-year terms unless Mr. Doody or we provide notice of our intent not to renew upon 90 days’ notice before expiration of any then-current term. Mr. Doody’s employment agreement provides for the payment of an annual base salary of $500,000, which is subject to annual adjustment by the Board of Directors. Mr. Doody is also entitled to receive an annual cash performance bonus so long as he remains employed by the Company on the last day of the applicable fiscal year.

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Mr. Doody’s first annual cash bonus will be a minimum of $450,000 and subsequent annual cash bonuses will be at least 90% of his then-current annual base salary. Under his employment agreement, Mr. Doody is also entitled to receive a one-time cash signing bonus of $500,000, which is payable within 15 days of the U.S. Bankruptcy Court’s approval of the agreement. Mr. Doody is eligible to receive a success fee at the sole discretion of the Chief Executive Officer if and when a plan of reorganization is confirmed by the U.S. Bankruptcy Court and becomes effective during Mr. Doody’s term of employment. However, if we terminate his employment without cause, or if he terminates his employment with good reason, in either case before a confirmed plan of reorganization becomes effective, he will receive a minimum success fee equal to two times Mr. Doody’s annual base salary as of the earlier of the effective date of the plan or the date his term of employment terminates. If we terminate Mr. Doody’s employment without cause or if Mr. Doody terminates his employment for good reason at any time after the date of a plan of reorganization is confirmed by the U.S. Bankruptcy Court, he will be eligible for severance benefits in an amount equal to two times his annual base salary as of the date his employment terminates. If Mr. Doody’s employment is terminated because of death or disability, he or his estate would receive a pro rata portion of his then current target bonus. For the first six months of his employment term and for subsequent extensions of such six-month period made from time to time solely in the discretion of the Chief Executive Officer, Mr. Doody is entitled to compensation for reasonable commuting expenses from Birmingham, Alabama to our headquarters, temporary furnished housing nearby our headquarters and reimbursement for living expenses. After the end of any six month term’s temporary commuting arrangement, Mr. Doody will be entitled to reimbursement for reasonable transaction costs and expenses incurred in relocating to the area in which our headquarters is located. Mr. Doody’s employment agreement provides that any such reimbursement for reasonable commuting expenses, temporary housing, moving costs or reasonable transaction costs described herein will be grossed-up to cover any applicable taxes to Mr. Doody. Similarly, if any payment or benefit to Mr. Doody under the employment agreement is an excess parachute payment that is subject to the excise tax imposed by Section 4999 of the Code, Mr. Doody is entitled to a gross-up payment from us.
 
Robert E. Fishman
 
On June 13, 2006, we entered into an employment agreement with Dr. Fishman to serve as our Executive Vice President of Power Operations, which was approved by the U.S. Bankruptcy Court on July 26, 2006. The term of the agreement consists of a one-year initial term beginning June 13, 2006 and ending June 13, 2007 and shall be automatically renewed for subsequent one-year terms unless Dr. Fishman or we provide notice of our intent not to renew upon 90 days’ notice before expiration of any then-current term. Dr. Fishman’s employment agreement provides for the payment of an annual base salary of $500,000, which is subject to annual adjustment by the Board of Directors. Dr. Fishman is also entitled to receive an annual cash performance bonus so long as he meets certain performance objectives established by the Chief Executive Officer and the Board of Directors. The target level for Dr. Fishman’s annual cash bonuses will be at least 90% of his then-current annual base salary and will be set by the Board of Directors. Dr. Fishman is eligible to receive a success fee at the sole discretion of the Chief Executive Officer if and when a plan of reorganization is confirmed by the U.S. Bankruptcy Court and becomes effective during Dr. Fishman’s term of employment. However, if we terminate his employment without cause, or if he terminates his employment with good reason, in either case before a confirmed plan of reorganization becomes effective, he will receive a minimum success fee equal to two times Dr. Fishman’s annual base salary as of the earlier of the effective date of the plan or the date his term of employment terminates. If we terminate Dr. Fishman’s employment without cause or if Dr. Fishman terminates his employment for good reason at any time after the date of a plan of reorganization is confirmed by the U.S. Bankruptcy Court, he will be eligible for severance benefits in an amount equal to two times his annual base salary as of the date his employment terminates. If Dr. Fishman’s employment is terminated because of death or disability, he or his estate would receive a pro rata portion of his then current target bonus. In addition, in connection with Dr. Fishman’s promotion of June 14, 2004, the Company provides a gross-up payment to Dr. Fishman for relocation items, including a mortgage subsidy.
 
Thomas N. May
 
On May 25, 2006, we entered into an employment agreement with Mr. May, which was approved by the U.S. Bankruptcy Court on July 26, 2006. The term of the agreement consists of a one-year initial term beginning May 30, 2006 and ending May 30, 2007 and shall be automatically renewed for subsequent one-year terms unless

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Mr. May or we provide notice of our intent not to renew upon 90 days’ notice before expiration of any then-current term. Mr. May’s employment agreement provides for the payment of an annual base salary of $500,000, which is subject to annual adjustment by the Board of Directors. Mr. May is also entitled to receive an annual cash performance bonus so long as he meets certain performance objectives established by the Chief Executive Officer and the Board. The target level for Mr. May’s annual cash bonus will be set by the Board of Directors. In the first year of the agreement, it will be $500,000 and will be at least 100% of his then-current annual base salary for any subsequent years. Under his employment agreement with us, Mr. May is also entitled to receive a one-time cash signing bonus of $500,000, which is payable within 15 days of the U.S. Bankruptcy Court’s approval of the agreement. Mr. May is eligible to receive a success fee at the sole discretion of the Chief Executive Officer if and when a plan of reorganization is confirmed by the U.S. Bankruptcy Court and becomes effective during his term of employment. However, if we terminate his employment without cause, or if he terminates his employment with good reason, in either case before a confirmed plan of reorganization becomes effective, he will receive a minimum success fee equal to two times Mr. May’s annual base salary as of the earlier of the effective date of the plan or the date his term of employment terminates. If we terminate Mr. May’s employment without cause or if Mr. May terminates his employment for good reason at any time after the date of a plan of reorganization is confirmed by the U.S. Bankruptcy Court, he will be eligible for severance benefits in an amount equal to two times his annual base salary as of the date his employment terminates. If Mr. May’s employment is terminated because of death or disability, he or his estate would receive a pro rata portion of his then current target bonus. For the first six months of his employment term and for subsequent extensions of such six-month period made from time to time solely in the discretion of the Chief Executive Officer, Mr. May is entitled to compensation for reasonable commuting expenses from Princeton, New Jersey to our headquarters, temporary furnished housing nearby our headquarters and reimbursement for living expenses. After the end of any six month term’s temporary commuting arrangement, Mr. May will be entitled to reimbursement for reasonable transaction costs and expenses incurred in relocating to the area in which our headquarters is located. Mr. May’s employment agreement provides that any such reimbursement for reasonable commuting expenses, temporary housing, moving costs or reasonable transaction costs described herein will be grossed-up to cover any applicable taxes to Mr. May. Similarly, if any payment or benefit to Mr. May under the employment agreement is an excess parachute payment that is subject to the excise tax imposed by Section 4999 of the Code, Mr. May is entitled to a gross-up payment from us.
 
Lisa Donahue
 
Effective November 6, 2006, Ms. Donahue replaced Mr. Davido as our Chief Financial Officer in order to permit Mr. Davido to focus exclusively on restructuring activities in his former role as our Chief Restructuring Officer. Ms. Donahue does not have an employment agreement with us and is not directly compensated by us. Ms. Donahue’s services as Senior Vice President and Chief Financial Officer are provided to us pursuant to an agreement with AP Services. Under the agreement, the Company is charged an hourly fee of $670 for Ms. Donahue’s services. Ms. Donahue, a Managing Director of each of AP Services and its affiliate, AlixPartners, is compensated independently pursuant to arrangements with AP Services. The agreement also provides for payment of a one-time success fee to AP Services upon our emergence from Chapter 11. Ms. Donahue will not receive any portion of the one-time success fee from AP Services, nor will she receive any compensation directly from us or participate in any of our employee benefit plans. However, Ms. Donahue will be entitled to indemnification under the provisions of our Certificate of Incorporation.
 
Description of Letter Agreement with Mr. Pryor
 
Pursuant to a letter agreement between us and Mr.  Pryor, he is entitled to reimbursement of usual and customary expenses, including airfare, lodging, automobile costs and meals, incurred in connection with commuting between his current residence and our Houston, Texas offices until September 3, 2007. Under this letter agreement, Mr.  Pryor is entitled to either (i) continued reimbursement of such expenses after September 3, 2007, up to an allowance of $50,000 or (ii) relocation assistance and reimbursement of costs incurred in connection with relocation to Houston if elected before September 3, 2007. Unused allowance funds may be used by him to compensate him for relocation expenses should he choose to relocate after that date, but he will forfeit the offered relocation assistance incurred unless he chooses to relocate before that time.

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Outstanding Equity Awards at Fiscal Year-End-2006
 
The following table sets forth certain information concerning all the outstanding stock and option awards held by the named executive officers as of the year ended December 31, 2006.

 	 	Option Awards	 	 	Stock Awards	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Market	 	
 	 	 	 	 	 	 	 	Number of	 	 	 	 	 	 	 	 	Number of	 	 	Value of	 	
 	 	 	 	 	Number of	 	 	Securities	 	 	 	 	 	 	 	 	Shares or	 	 	Shares or	 	
 	 	 	 	 	Securities	 	 	Underlying	 	 	 	 	 	 	 	 	Units of	 	 	Units of	 	
 	 	 	 	 	Underlying	 	 	Unexercised	 	 	Option	 	 	Option	 	 	Stock That	 	 	Stock That	 	
 	 	 	 	 	Options	 	 	Options	 	 	Exercise	 	 	Expiration	 	 	Have Not	 	 	Have Not	 	
Name	 	Grant Date	 	 	Exercisable	 	 	Unexercisable	 	 	Price	 	 	Date	 	 	Vested	 	 	Vested	 	
 		
Robert P. May	 	 	—	 	 	 	—	 	 	 	—	 	 	$	—	 	 	 	—	 	 	 	—	 	 	$	—	 	
Lisa Donahue	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
Scott J. Davido	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
Eric N. Pryor	 	 	3/6/1998	 	 	 	8,000	(1)	 	 	—	 	 	 	2.150	 	 	 	3/5/2008	 	 	 	 	 	 	 	 	 	
 	 	 	7/16/1998	 	 	 	35,000	(1)	 	 	—	 	 	 	2.345	 	 	 	7/15/2008	 	 	 	—	 	 	 	—	 	
 	 	 	2/15/1999	 	 	 	48,000	(1)	 	 	—	 	 	 	3.860	 	 	 	2/14/2009	 	 	 	—	 	 	 	—	 	
 	 	 	1/28/2000	 	 	 	560	(2)	 	 	—	 	 	 	18.205	 	 	 	1/27/2010	 	 	 	—	 	 	 	—	 	
 	 	 	2/2/2000	 	 	 	32,000	(1)	 	 	—	 	 	 	19.455	 	 	 	2/1/2010	 	 	 	—	 	 	 	—	 	
 	 	 	3/9/2001	 	 	 	12,000	(1)	 	 	—	 	 	 	48.150	 	 	 	3/8/2011	 	 	 	—	 	 	 	—	 	
 	 	 	2/15/2002	 	 	 	24,225	(3)	 	 	—	 	 	 	7.640	 	 	 	2/15/2012	 	 	 	—	 	 	 	—	 	
 	 	 	2/15/2002	 	 	 	16,000	(1)	 	 	—	 	 	 	7.640	 	 	 	2/15/2012	 	 	 	—	 	 	 	—	 	
 	 	 	1/7/2003	 	 	 	37,500	(1)	 	 	12,500	 	 	 	3.980	 	 	 	1/7/2013	 	 	 	—	 	 	 	—	 	
 	 	 	2/25/2004	 	 	 	54,000	(1)	 	 	54,000	 	 	 	5.560	 	 	 	2/25/2014	 	 	 	—	 	 	 	—	 	
 	 	 	3/8/2005	 	 	 	37,500	(1)	 	 	112,500	 	 	 	3.320	 	 	 	3/8/2012	 	 	 	—	 	 	 	—	 	
 	 	 	3/8/2005	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	58,013	(4)	 	 	63,814	 	
Gregory L. Doody	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
Robert E. Fishman	 	 	8/31/2001	 	 	 	5,000	(5)	 	 	—	 	 	 	33.020	 	 	 	8/31/2011	 	 	 	—	 	 	 	—	 	
 	 	 	1/2/2002	 	 	 	1,783	(6)	 	 	—	 	 	 	5.610	 	 	 	1/1/2012	 	 	 	—	 	 	 	—	 	
 	 	 	2/15/2002	 	 	 	6,202	(3)	 	 	—	 	 	 	7.640	 	 	 	2/15/2012	 	 	 	—	 	 	 	—	 	
 	 	 	2/15/2002	 	 	 	5,102	(1)	 	 	—	 	 	 	7.640	 	 	 	2/15/2012	 	 	 	—	 	 	 	—	 	
 	 	 	8/27/2002	 	 	 	1,000	(1)	 	 	—	 	 	 	5.240	 	 	 	8/27/2012	 	 	 	—	 	 	 	—	 	
 	 	 	1/7/2003	 	 	 	23,364	(1)	 	 	7,788	 	 	 	3.980	 	 	 	1/7/2013	 	 	 	—	 	 	 	—	 	
 	 	 	2/25/2004	 	 	 	17,500	(1)	 	 	17,500	 	 	 	5.560	 	 	 	2/25/2014	 	 	 	—	 	 	 	—	 	
 	 	 	3/8/2005	 	 	 	12,500	(1)	 	 	37,500	 	 	 	3.320	 	 	 	3/8/2012	 	 	 	—	 	 	 	—	 	
Thomas N. May	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
E. James Macias	 	 	5/10/2000	 	 	 	12,000	(5)	 	 	 	 	 	 	25.890	 	 	 	5/9/2010	 	 	 	 	 	 	 	 	 	
 	 	 	3/9/2001	 	 	 	14,000	(1)	 	 	—	 	 	 	48.150	 	 	 	3/8/2011	 	 	 	—	 	 	 	—	 	
 	 	 	1/2/2002	 	 	 	3,565	(6)	 	 	—	 	 	 	5.610	 	 	 	1/1/2012	 	 	 	—	 	 	 	—	 	
 	 	 	2/15/2002	 	 	 	24,225	(3)	 	 	—	 	 	 	7.640	 	 	 	2/15/2012	 	 	 	—	 	 	 	—	 	
 	 	 	2/15/2002	 	 	 	19,313	(1)	 	 	—	 	 	 	7.640	 	 	 	2/15/2012	 	 	 	—	 	 	 	—	 	
 	 	 	1/7/2003	 	 	 	187,500	(1)	 	 	62,500	 	 	 	3.980	 	 	 	1/7/2013	 	 	 	—	 	 	 	—	 	
 	 	 	1/2/2004	 	 	 	3,622	(6)	 	 	—	 	 	 	1.655	 	 	 	1/2/2014	 	 	 	—	 	 	 	—	 	
 	 	 	2/25/2004	 	 	 	90,000	(1)	 	 	90,000	 	 	 	5.560	 	 	 	2/25/2014	 	 	 	—	 	 	 	—	 	
 	 	 	3/8/2005	 	 	 	56,250	(1)	 	 	168,750	 	 	 	3.320	 	 	 	3/8/2012	 	 	 	—	 	 	 	—	 	
 	 	 	3/8/2005	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	112,952	(4)	 	 	124,247	 	

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(1)		Vesting is 25% annually from date of grant.	
 		
(2)		Vesting is 100% after 45 days from date of grant.	
 		
(3)		Vesting is 100% on date of grant.	
 		
(4)		Vesting is 50% at such time as the price of our common stock is equal to or greater than $5.00 per share for four consecutive trading days and the remaining 50% at such time as the price of our common stock is equal to or greater than $10.00 per share for four consecutive trading days.	
 		
(5)		Vesting is 50% after two years from date of grant and 50% after four years from date of grant.	
 		
(6)		Vesting is one-twelfth monthly from date of grant.	
 
Potential Payments Upon Termination or Change-in-Control
 
Dr. Fishman and each of Messrs. R. May, Davido, Doody, and T. May have employment agreements that provide if one terminates his employment for good reason, or if we terminate his employment without cause, in either case before a confirmed plan of reorganization becomes effective, then he shall be entitled to a minimum guaranteed success fee in connection with our Chapter 11 cases, in addition to continued health benefits. If employment is terminated under similar circumstances after a confirmed plan of reorganization becomes effective in our Chapter 11 cases, then the officer is entitled to severance payments, in addition to continued health benefits. See the Compensation Discussion and Analysis for additional information.
 
As a result of option grants prior to 2006, Dr. Fishman and Messrs. Pryor and Macias are participants in our 1996 Stock Incentive Plan. Under the terms of the 1996 Stock Incentive Plan, should we be acquired by merger or asset sale, then all outstanding options and shares of restricted stock held by the executive officers under the 1996 Stock Incentive Plan will automatically accelerate and vest in full, except to the extent those options and shares of restricted stock are to be assumed by the successor corporation. In addition, the Compensation Committee, as plan administrator of the 1996 Stock Incentive Plan, has the authority to provide for the accelerated vesting of the shares of common stock subject to outstanding options held by any executive officer or any unvested shares of common stock acquired by such individual, in connection with the termination of that individual’s employment following (i) a merger or asset sale in which these options are assumed or are assigned or (ii) certain hostile changes in control.
 
On March 1, 2006, upon receipt of U.S. Bankruptcy Court approval, we implemented a severance program that provides eligible employees, including executive officers, whose employment is involuntarily terminated in connection with workforce reductions, with certain severance benefits, including continued base salary for specified periods based on the employee’s position and length of service.
 
The amount of compensation payable to each named executive officer in the event of a termination of employment or a change in control is listed in the tables below.
 
Robert P. May
Chief Executive Officer and Director

 	 	Involuntary	 	 	Involuntary	 	
 	 	Without Cause	 	 	Without Cause	 	
 	 	or Voluntary for	 	 	or Voluntary for	 	
 	 	Good Reason	 	 	Good Reason	 	
 	 	Prior to Plan	 	 	After Plan	 	
Compensation Components	 	Effective Date	 	 	Effective Date	 	
 		
Success fee	 	$	750,000	(1)	 	$	750,000	(2)	
Guaranteed minimum success fee	 	 	3,750,000	(3)	 	 	3,750,000	(3)	
Post-emergence severance	 	 	—	 	 	 	3,750,000	(4)	
Health benefits(5)	 	 	19,443	 	 	 	19,443	 	
 	 	 	 	 	 	 	 	 	
Total	 	$	4,519,443	 	 	$	8,269,443	 	

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Scott J. Davido
Former Executive Vice President and Chief Restructuring Officer
and former Chief Financial Officer

 	 	Involuntary	 	 	Involuntary	 	
 	 	Without Cause	 	 	Without Cause	 	
 	 	or Voluntary for	 	 	or Voluntary for	 	
 	 	Good Reason	 	 	Good Reason	 	
 	 	Prior to Plan	 	 	After Plan	 	
Compensation Components	 	Effective Date	 	 	Effective Date	 	
 		
Success fee	 	$	100,000	(6)	 	$	100,000	(7)	
Guaranteed minimum success fee	 	 	1,400,000	(8)	 	 	1,400,000	(8)	
Post-emergence severance	 	 	—	 	 	 	1,400,000	(9)	
Health benefits(5)	 	 	19,443	 	 	 	19,443	(10)	
 	 	 	 	 	 	 	 	 	
Total	 	$	1,519,443	 	 	$	2,919,443	 	

 
Gregory L. Doody
Executive Vice President,
General Counsel and Secretary

 	 	Involuntary	 	 	 	 	 	 	 	 	 	 	
 	 	Without Cause	 	 	 	 	 	 	 	 	 	 	
 	 	or Voluntary for	 	 	Involuntary	 	 	Voluntary for	 	 	 	 	
 	 	Good Reason	 	 	Without Cause	 	 	Good Reason	 	 	 	 	
 	 	Prior to Plan	 	 	After Plan	 	 	After Plan	 	 	Death or	 	
Compensation Components	 	Effective Date	 	 	Effective Date	 	 	Effective Date	 	 	Disability	 	
 		
Emergence incentive	 	$	—	 	 	$	—	(11)	 	$	—	 	 	$	—	(11)	
Guaranteed minimum success fee	 	 	1,000,000	(12)	 	 	—	 	 	 	—	 	 	 	—	 	
Post-emergence severance	 	 	—	 	 	 	1,000,000	(13)	 	 	1,000,000	(13)	 	 	—	 	
Health benefits(5)	 	 	12,519	 	 	 	12,519	 	 	 	12,519	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	$	1,012,519	 	 	$	1,012,519	 	 	$	1,012,519	 	 	$	—	 	

 
Thomas N. May
Executive Vice President,
Commercial Operations

 	 	Involuntary	 	 	 	 	 	 	 	 	 	 	
 	 	Without Cause	 	 	 	 	 	 	 	 	 	 	
 	 	or Voluntary for	 	 	Involuntary	 	 	Voluntary for	 	 	 	 	
 	 	Good Reason	 	 	Without Cause	 	 	Good Reason	 	 	 	 	
 	 	Prior to Plan	 	 	After Plan	 	 	After Plan	 	 	Death or	 	
Compensation Components	 	Effective Date	 	 	Effective Date	 	 	Effective Date	 	 	Disability	 	
 		
Emergence incentive	 	$	—	 	 	$	—	(11)	 	$	—	 	 	$	—	(11)	
Guaranteed minimum success fee	 	 	1,000,000	(12)	 	 	—	 	 	 	—	 	 	 	—	 	
Post-emergence severance	 	 	—	 	 	 	1,000,000	(13)	 	 	1,000,000	(13)	 	 	—	 	
Health benefits(5)	 	 	12,519	 	 	 	12,519	 	 	 	12,519	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	$	1,012,519	 	 	$	1,012,519	 	 	$	1,012,519	 	 	$	—	 	

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Robert E. Fishman
Executive Vice President,
Power Operations

 	 	 	 	 	Involuntary	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	Without Cause	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	or Voluntary for	 	 	Involuntary	 	 	Voluntary for	 	 	 	 	
 	 	 	 	 	Good Reason	 	 	Without Cause	 	 	Good Reason	 	 	 	 	
 	 	Change in	 	 	Prior to Plan	 	 	After Plan	 	 	After Plan	 	 	Death or	 	
Compensation Components	 	Control	 	 	Effective Date	 	 	Effective Date	 	 	Effective Date	 	 	Disability	 	
 		
Emergence incentive	 	$	—	 	 	$	—	 	 	$	—	(11)	 	$	—	 	 	$	—	(11)	
Guaranteed minimum success fee	 	 	—	 	 	 	1,000,000	(12)	 	 	—	 	 	 	—	 	 	 	—	 	
Post-emergence severance	 	 	—	 	 	 	—	 	 	 	1,000,000	(13)	 	 	1,000,000	(13)	 	 	—	 	
Health benefits(5)	 	 	—	 	 	 	17,139	 	 	 	17,139	 	 	 	17,139	 	 	 	—	 	
Acceleration of stock options	 	 	—	(14)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	$	—	 	 	$	1,017,139	 	 	$	1,017,139	 	 	$	1,017,139	 	 	$	—	 	

 
Eric N. Pryor
Senior Vice President,
Financial Planning and Analysis and
former Chief Financial Officer

 	 	 	 	 	 	 	 	Involuntary	 	 	 	 	
 	 	 	 	 	Severance	 	 	Without Cause	 	 	 	 	
 	 	Change in	 	 	Program	 	 	After Plan	 	 	Death or	 	
Compensation Components	 	Control	 	 	Qualifying Event(15)	 	 	Effective Date	 	 	Disability	 	
 		
Emergence incentive	 	$	—	 	 	$	—	 	 	$	—	(11)	 	$	—	(11)	
Acceleration of stock awards	 	 	63,814	(16)	 	 	—	 	 	 	—	 	 	 	—	 	
Acceleration of stock options	 	 	—	(14)	 	 	—	 	 	 	—	 	 	 	—	 	
Severance	 	 	—	 	 	 	200,000	(17)	 	 	—	 	 	 	—	 	
Health benefits	 	 	—	 	 	 	12,854	(17)	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	$	63,814	 	 	$	212,854	 	 	$	—	 	 	$	—	 	

 
E. James Macias
Former Senior Vice President,
Contracts and Leases

 	 	 	 	 	Severance	 	
 	 	Change in	 	 	Program	 	
Compensation Components	 	Control	 	 	Qualifying Event(15)	 	
 		
Acceleration of stock awards	 	$	124,247	(18)	 	$	—	 	
Acceleration of stock options	 	 	—	(14)	 	 	—	 	
Severance	 	 	—	 	 	 	200,000	(19)	
Health benefits	 	 	—	 	 	 	12,854	(19)	
 	 	 	 	 	 	 	 	 	
Total	 	$	124,247	 	 	$	212,854	 	

 

			
(1)		Mr. R. May’s employment agreement provides that (1) he is eligible for a success fee of at least $4.5 million if the Plan Effective Date (as defined in the employment agreement) occurs within 12 months after the date of termination and (2) if both a success fee and guaranteed minimum success fee are paid, the success fee ($4.5 million) shall be reduced by the guaranteed minimum success fee ($3.75 million) paid to him. The success fee may increase by $239,000 for each $100 million increase in market-based adjusted enterprise	

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		value (as defined in the employment agreement) over $4.5 billion. Therefore, if the Plan Effective Date is within 12 months of December 31, 2006, Mr. R. May would be eligible to receive the success fee represented herein.	
 		
(2)		In accordance with Mr. R. May’s employment agreement, the success fee of $4.5 million is reduced by the guaranteed minimum success fee of $3.75 million.	
 		
(3)		Mr. R. May’s employment agreement provides for the payment of a guaranteed minimum success fee in an amount equal to the sum of his annual base salary ($1.5 million) and his minimum bonus for 2006 ($2.25 million) on the earliest of (1) the date Mr. R. May is terminated by us without cause, (2) the date Mr. R. May terminates his employment for good reason, and (3) the Plan Effective Date.	
 		
(4)		Pursuant to Mr. R. May’s employment agreement, this severance benefit is equal to the sum of his annual base salary ($1.5 million) and his minimum bonus for 2006 ($2.25 million).	
 		
(5)		The executives’ employment agreements each provide that we will continue to pay the costs for health care coverage under COBRA for the executive, his spouse and eligible dependents for 12 months following the executive’s termination.	
 		
(6)		Mr. Davido’s employment agreement provides that (1) he is eligible for a success fee of at least $1.5 million if the Plan Effective Date (as defined in the employment agreement) occurs within 12 months after the date of termination and (2) if both a success fee and guaranteed minimum success fee are paid, the success fee ($1.5 million) shall be reduced by the guaranteed minimum success fee ($1.4 million) paid to him. The success fee may increase by $80,000 for each $100 million increase in market-based adjusted enterprise value (as defined in the employment agreement) over $4.5 billion. Therefore, if the Plan Effective Date is within 12 months of December 31, 2006, Mr. Davido would be eligible to receive the success fee represented herein. In connection with his resignation effective February 16, 2007, Mr. Davido agreed to waive his right to the payment of the success fee provided in his employment agreement.	
 		
(7)		In accordance with Mr. Davido’s employment agreement, the success fee of $1.5 million is reduced by the guaranteed minimum success fee of $1.4 million. The success fee may increase by $80,000 for each $100 million increase in market-based adjusted enterprise value (as defined in the employment agreement) over $4.5 billion.	
 		
(8)		Mr. Davido’s employment agreement provides for the payment of a guaranteed minimum success fee in an amount equal to two times his annual base salary ($700,000) on the earliest of (1) the date Mr. Davido is terminated by us without cause, (2) the date Mr. Davido terminates his employment for good reason, and (3) the Plan Effective Date. In connection with Mr. Davido’s resignation effective February 16, 2007, Mr. Davido waived his right to receive the guaranteed minimum success fee in lieu of our payment to him of an amount equal to 150% of his current base salary, which will be paid in monthly installments of $58,333.34 over 18 months unless during such time Mr. Davido becomes employed, consults, serves as a director, or otherwise becomes entitled to any current or future form of compensation or remuneration for services, in which case we will not be obligated to make such payments scheduled during the last 6 months of the 18 month period.	
 		
(9)		Pursuant to Mr. Davido’s employment agreement, this severance benefit is equal to two times his base salary of $700,000. Mr. Davido is no longer eligible to receive a post-emergence severance as a result of his resignation effective February 16, 2007.	
 		
(10)		In connection with Mr. Davido’s resignation effective February 16, 2007, we agreed to reimburse Mr. Davido for healthcare coverage under COBRA for himself and his family for up to 18 months.	
 		
(11)		As part of our Emergence Incentive Plan, Messrs. Doody, T. May and Pryor, and Dr. Fishman are eligible for a cash bonus upon our emergence from Chapter 11 to be allocated among eligible employees at the sole discretion of the Chief Executive Officer. At this time, the amount of the emergence bonus is unknown. If the eligible employee’s employment is terminated involuntarily without cause or if the employee dies or becomes disabled, then he would remain eligible for the emergence bonus; however, payment of the bonus would be deferred until active participants receive their payment.	
 		
(12)		The employment agreements of Messrs. Doody and T. May, and Dr. Fishman provide that the amount of the guaranteed minimum success fee is equal to two times the executive’s annual base salary.	

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(13)		The employment agreements of Messrs. Doody and T. May, and Dr. Fishman provide that the amount of the post-emergence severance payment is equal to two times the executive’s annual base salary.	
 		
(14)		Pursuant to the 1996 Stock Incentive Plan, the Compensation Committee has the authority to provide for the accelerated vesting of all outstanding option awards if an executive’s employment is terminated following certain hostile changes in control. At December 31, 2006, our stock was trading at $1.10. The option exercise price is well in excess of $1.10. Accordingly, there is no intrinsic value to the acceleration of options.	
 		
(15)		The term qualifying event, as defined in the Calpine Corporation U.S. Severance Program, includes employee lay-offs as a result of our reduction in workforce or restructuring activities.	
 		
(16)		Pursuant to the 1996 Stock Incentive Plan, the Compensation Committee has the authority to provide for the accelerated vesting of any unvested shares of common stock if an executive’s employment is terminated following certain hostile changes in control. At December 31, 2006, our stock was trading at $1.10. This amount was calculated by multiplying the 58,013 outstanding, unvested shares of our Common Stock that Mr. Pryor held as of December 31, 2006, by the trading price of our stock on that date.	
 		
(17)		Mr. Pryor is eligible for severance benefits pursuant to our U.S. Severance Program, including base salary continuance for up to 39 weeks, provided no severance payment may be made to an eligible employee greater than ten times the mean severance payment made to non-management employees (Vice Presidents and below), and a choice between outplacement services or continued health care coverage for up to 39 weeks under COBRA.	
 		
(18)		Pursuant to the 1996 Stock Incentive Plan, the Compensation Committee has the authority to provide for the accelerated vesting of any unvested shares of common stock if an executive’s employment is terminated following certain hostile changes in control. At December 31, 2006, our stock was trading at $1.10. This amount was calculated by multiplying the 112,952 outstanding, unvested shares of our Common Stock that Mr. Macias held as of December 31, 2006, by the trading price of our stock on that date.	
 		
(19)		On December 31, 2006, Mr. Macias was eligible for severance benefits pursuant to our U.S. Severance Program, including base salary continuance for up to 39 weeks, provided no severance payment may be made to an eligible employee greater than ten times the mean severance payment made to non-management employees (Vice Presidents and below), and a choice between outplacement services or continued health care coverage for up to 39 weeks under COBRA. Effective February 28, 2007, Mr. Macias terminated his employment with the Company.	
 
Compensation of Directors
 
In the year ended December 31, 2006, only non-employee members of the Board of Directors were paid an annual retainer fee of $125,000 and were reimbursed for all expenses incurred in attending meetings of the Board of Directors or any committee thereof. Board members received meeting attendance fees of $2,000 per in-person meeting and $1,000 per telephonic meeting. The chairs of the Compensation Committee and the Nominating and Governance Committee each received an additional annual fee of $15,000. The chair of the Audit Committee received an additional annual fee of $30,000 and members of the Audit Committee (including the Chair) each received an additional annual fee of $10,000 for serving on the Audit Committee. Committee members received meeting attendance fees of $1,000 per in-person or telephonic meeting. In addition, the Chairman of the Board received an annual retainer fee of $50,000. Non-employee members of the Board of Directors did not receive stock options in 2006. While our Chapter 11 cases are pending, changes in the compensation of our Board members will be subject to U.S. Bankruptcy Court approval.

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The following table provides certain information concerning the compensation for services rendered in all capacities for the year ended December 31, 2006, for all non-employee directors.

 	 	Fees Earned	 	 	 	 	 	 	 	 	 	 	
 	 	or Paid	 	 	 	 	 	All Other	 	 	Total	 	
Name	 	in Cash	 	 	Option Awards	 	 	Compensation	 	 	Compensation	 	
 		
Ann B. Curtis(1)	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	
Kenneth Derr	 	 	222,000	 	 	 	23,449	(2)	 	 	—	 	 	 	245,449	 	
Glen H. Hiner	 	 	79,500	 	 	 	—	 	 	 	—	 	 	 	79,500	 	
William J. Keese	 	 	172,000	 	 	 	59,286	(3)	 	 	—	 	 	 	231,286	 	
David C. Merritt	 	 	163,167	 	 	 	—	 	 	 	12,404	(4)	 	 	175,571	 	
Walter L. Revell	 	 	173,000	 	 	 	59,286	(5)	 	 	—	 	 	 	232,286	 	
George J. Stathakis	 	 	143,000	 	 	 	20,426	(6)	 	 	—	 	 	 	163,426	 	
Susan Wang	 	 	195,000	 	 	 	31,113	(7)	 	 	—	 	 	 	226,113	 	

 
			
(1)		Ann B. Curtis served as a director from September 1996 to January 2006, and served as Vice Chairman of the Board of Directors from March 2002 to January 2006. During her tenure in 2006, Ms. Curtis also served as Executive Vice President, Vice Chairman of the Board and Corporate Secretary. As an employee-director, Ms. Curtis received no additional compensation for her services as a director. She resigned as an officer and director effective January 27, 2006.	
 		
(2)		These options had no intrinsic value in 2006 as all of the options included in the SFAS No. 123-R expense for 2006 had an exercise price in excess of the market price of the underlying shares. The amount of $23,449 represents the 2006 compensation expense of Mr. Derr’s outstanding option awards to the extent they vested in 2006. The compensation expense was determined in accordance with SFAS No. 123-R, and no forfeitures are assumed. Based on historical stock option exercise patterns for directors, the fair value per share of stock options on the dates of grant were $2.06 in 2005 and $40.88 in 2001, using the Black-Scholes option pricing model with the following assumptions: expected dividend yields of 0%; expected volatility of 78% for 2005 and 70% for 2001; risk-free interest rates of 3.97% for 2005 and 4.27% for 2001; and expected option terms of 7.33 years for 2005 and 2001.	
 		
(3)		These options had no intrinsic value in 2006 as all of the options included in the SFAS No. 123-R expense for 2006 had an exercise price in excess of the market price of the underlying shares. The amount of $59,286 represents the 2006 compensation expense of Mr. Keese’s outstanding option award to the extent it vested in 2006. The compensation expense was determined in accordance with SFAS No. 123-R, and no forfeitures are assumed. Based on historical stock option exercise patterns for directors, the fair value per share of the stock option on the date of grant in 2005 was $2.66 per share using the Black-Scholes option pricing model with the following assumptions: expected dividend yields of 0%; expected volatility of 80%; risk-free interest rate of 4.08%; and expected option term of 7.33 years.	
 		
(4)		Amount represents reimbursement of legal fees incurred in connection with consideration of accepting nomination to the Board of Directors.	
 		
(5)		These options had no intrinsic value in 2006 as all of the options included in the SFAS No. 123-R expense for 2006 had an exercise price in excess of the market price of the underlying shares. The amount of $59,286 represents the 2006 compensation expense of Mr. Revell’s outstanding option award to the extent it vested in 2006. The compensation expense was determined in accordance with SFAS No. 123-R, and no forfeitures are assumed. Based on historical stock option exercise patterns for directors, the fair value per share of the stock option on the date of grant in 2005 was $2.66 per share using the Black-Scholes option pricing model with the following assumptions: expected dividend yields of 0%; expected volatility of 80%; risk-free interest rate of 4.08%; and expected option term of 7.33 years.	
 		
(6)		These options had no intrinsic value in 2006 as all of the options included in the SFAS No. 123-R expense for 2006 had an exercise price in excess of the market price of the underlying shares. The amount of $20,426 represents the 2006 compensation expense of Mr. Stathakis’ outstanding option award to the extent it vested in 2006. The compensation expense was determined in accordance with SFAS No. 123-R, and no forfeitures are assumed. Based on historical stock option exercise patterns for directors, the fair value per share of the stock	

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		option on the date of grant in 2005 was $2.06 per share using the Black-Scholes option pricing model with the following assumptions: expected dividend yields of 0%; expected volatility of 78%; risk-free interest rate of 3.97%; and expected option term of 7.33 years.	
 		
(7)		These options had no intrinsic value in 2006 as all of the options included in the SFAS No. 123-R expense for 2006 had an exercise price in excess of the market price of the underlying shares. The amount of $31,113 represents the 2006 compensation expense of Ms. Wang’s outstanding option awards to the extent they vested in 2006. The compensation expense was determined in accordance with SFAS No. 123-R, and no forfeitures are assumed. Based on historical stock option exercise patterns for directors, the fair value per share of stock options on the dates of grant were $2.06 in 2005 and $5.16 in 2003, using the Black-Scholes option pricing model with the following assumptions: expected dividend yields of 0%; expected volatility of 78% for 2005 and 71% for 2003; risk-free interest rates of 3.97% for 2005 and 3.40% for 2003; and expected option term of 7.33 years for 2005 and 2003.	

Item 12.   	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	
 
The following table sets forth certain information known to the Company regarding the beneficial ownership of the common stock as of March 9, 2007, or as of such later date as indicated below, by (i) each of our directors, (ii) each of our named executive officers, and (iii) all of our executive officers and directors, serving at the time of the filing of this Report, as a group. We have no known beneficial owners of more than 5% of our outstanding shares of common stock.

 	 	 	 	 	Shares Individuals	 	 	Total Number of	 	 	 	 	
 	 	Common Shares	 	 	Have the Right to	 	 	Shares Beneficially	 	 	Percent of	 	
Name	 	Beneficially Owned(1)	 	 	Acquire Within 60 days	 	 	Owned(2)	 	 	Class	 	
 		
Robert P. May	 	 	—	 	 	 	—	 	 	 	—	 	 	 	*	 	
Scott J. Davido	 	 	—	 	 	 	—	 	 	 	—	 	 	 	*	 	
Kenneth Derr	 	 	5,000	 	 	 	73,363	 	 	 	78,363	 	 	 	*	 	
Lisa Donahue	 	 	—	 	 	 	—	 	 	 	—	 	 	 	*	 	
Gregory L. Doody	 	 	—	 	 	 	—	 	 	 	—	 	 	 	*	 	
Robert E. Fishman	 	 	8,656	 	 	 	101,489	 	 	 	110,145	 	 	 	*	 	
Glen H. Hiner	 	 	—	 	 	 	—	 	 	 	—	 	 	 	*	 	
William J. Keese	 	 	—	 	 	 	12,500	 	 	 	12,500	 	 	 	*	 	
E. James Macias	 	 	146,096	 	 	 	574,225	 	 	 	720,321	 	 	 	*	 	
Thomas N. May	 	 	—	 	 	 	—	 	 	 	—	 	 	 	*	 	
David C. Merritt	 	 	—	 	 	 	—	 	 	 	—	 	 	 	*	 	
Eric N. Pryor	 	 	74,966	 	 	 	381,785	 	 	 	456,751	 	 	 	*	 	
Walter L. Revell	 	 	—	 	 	 	12,500	 	 	 	12,500	 	 	 	*	 	
George J. Stathakis	 	 	24,000	 	 	 	326,040	 	 	 	350,040	 	 	 	*	 	
Susan Wang	 	 	—	 	 	 	43,500	 	 	 	43,500	 	 	 	*	 	
All executive officers and directors as a group (13 persons)	 	 	117,009	 	 	 	829,822	 	 	 	946,831	 	 	 	*	 	

 
			
* 		The percentage of shares beneficially owned by any director or named executive officer, or by all directors and executive officers as a group, does not exceed one percent of the outstanding shares of common stock.	
 		
(1)		Includes restricted stock awards made on March 8, 2005, under the Direct Issuance Program of the 1996 Stock Incentive Plan to Messrs. Macias and Pryor of 112,952 shares and 58,013 shares, respectively. The market value of such grants on the date of grant was $3.32, the fair value was $1.94 per share, and such restricted stock grants were issued in consideration for past services. Such restricted stock grants have the following performance-based vesting: 50% of such restricted stock shall vest at such time as the price of our common stock is equal to or greater than $5.00 per share for four consecutive trading days and the remaining 50% of the restricted stock shall vest at such time as the price of our common stock is equal to or greater than $10.00 per share for four consecutive trading days.	

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(2)		Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and consists of either or both voting or investment power with respect to securities. Shares of common stock issuable upon the exercise of options or warrants or upon the conversion of convertible securities that are immediately exercisable or convertible or that will become exercisable or convertible within the next 60 days are deemed beneficially owned by the beneficial owner of such options, warrants or convertible securities and are deemed outstanding for the purpose of computing the percentage of shares beneficially owned by the person holding such instruments, but are not deemed outstanding for the purpose of computing the percentage of any other person. Except as otherwise indicated by footnote, and subject to community property laws where applicable, the persons named in the table have reported that they have sole voting and sole investment power with respect to all shares of common stock shown as beneficially owned by them. The number of shares of common stock outstanding as of March 9, 2007, was 524,189,920.	
 
Securities Authorized for Issuance Under Equity Compensation Plans
 
The following table provides certain information, as of December 31, 2006, concerning certain compensation plans under which our equity securities are authorized for issuance.

 	 	 	 	 	 	 	 	Number of Securities	 	
 	 	 	 	 	 	 	 	Remaining Available	 	
 	 	Number of	 	 	Weighted	 	 	for Future Issuance	 	
 	 	Securities to be	 	 	Average	 	 	Under Equity	 	
 	 	Issued Upon	 	 	Exercise	 	 	Compensation Plans	 	
 	 	Exercise of	 	 	Price of	 	 	(Excluding Securities	 	
 	 	Outstanding	 	 	Outstanding	 	 	to be Issued Upon	 	
 	 	Options,	 	 	Options,	 	 	Exercise of	 	
 	 	Warrants	 	 	Warrants	 	 	Outstanding Options,	 	
Plan Category	 	and Rights	 	 	and Rights	 	 	Warrants and Rights(1)	 	
 		
Equity compensation plans approved by security holders	 	 	 	 	 	 	 	 	 	 	 	 	
Calpine Corporation 1996 Stock Incentive Plan(1)	 	 	21,426,794	 	 	$	7.61	 	 	 	—	 	
Calpine Corporation 2000 Employee Stock Purchase Plan(2)	 	 	—	 	 	 	—	 	 	 	13,451,324	 	
Equity compensation plans not approved by security holders	 	 	—	 	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	 	21,426,794	 	 	$	7.61	 	 	 	13,451,324	 	

 

			
(1)		The Calpine Corporation 1996 Stock Incentive Plan expired on July 16, 2006. As a result, no additional options exercisable for shares of common stock can be granted.	
 		
(2)		Represents shares subject to issuance under the Calpine Corporation 2000 Employee Stock Purchase Plan. This Plan was suspended by the Board of Directors effective November 29, 2005.	

Item 13.   	Certain Relationships and Related Transactions, and Director Independence	
 
See Item 11. “Executive Compensation — Compensation Discussion and Analysis” for a description of employment agreements between us and certain of the named executive officers.
 
Ms. Donahue, our Senior Vice President and Chief Financial Officer, is a Managing Director of both AlixPartners and its affiliate AP Services. AP Services has been retained by us in connection with our Chapter 11 restructuring. Ms. Donahue, who has been associated with AlixPartners since February 1998, remains a Managing Director of each of AlixPartners and AP Services while serving as the Company’s Chief Financial Officer. Ms. Donahue’s services as Chief Financial Officer are provided pursuant to an Agreement, dated November 29, 2005, as amended by a Letter Agreement, dated November 3, 2006, between us and AP Services, pursuant to which we have retained AP Services in connection with our Chapter 11 restructuring. Under the Services Agreement, we are charged an hourly fee for Ms. Donahue’s and other temporary employees’ services, and Ms. Donahue is compensated independently pursuant to arrangements between AP Services and AlixPartners. The Services Agreement also provides for payment of a one-time success fee to AP Services upon our emergence from

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Chapter 11. Fees and expenses incurred by the Company under the Services Agreement from November 29, 2005, through December 31, 2006, totaled approximately $27.3 million.
 
We understand from Ms. Donahue that she does not have a direct monetary interest in the transaction; in particular, she does not and will not, as applicable, directly receive a portion of the fees paid by us to AP Services in respect of her hourly fee, the overall fee, the success fee or fees relating to any other aspect of our engagement of AP Services, nor will her ultimate compensation from AlixPartners be directly attributable to our engagement of AP Services and the fees generated thereunder. Rather, the ultimate amount of her compensation, which has not yet been determined, will depend on a number of factors related to, among other things, the financial success of AlixPartners, as well as her successful performance as a managing director of AlixPartners. Accordingly, we are not able to determine the approximate amount, if any, of Ms. Donahue’s interest in the transaction.
 
Mr. Robert May, our Chief Executive Officer, is a member of the Deutsche Bank Client Advisory Board in the Americas. Certain affiliates of Deutsche Bank are lenders under our $2.0 billion DIP Facility; in addition, Deutsche Bank Securities Inc. served as joint syndication agent under the DIP Facility and Deutsche Bank Trust Company Americas serves as administrative agent for the first priority lenders under the DIP Facility. Mr. May has no monetary interest in the DIP Facility.
 
Code of Conduct
 
Our Code of Conduct regulates related party transactions and applies to all directors, officers, and employees. It requires that each individual deal fairly, honestly and constructively with governmental and regulatory bodies, customers, suppliers, and competitors, and it prohibits any individual’s taking unfair advantage through manipulation, concealment, abuse of privileged information, or misrepresentation of material fact. Further, it imposes an express duty to act in the best interests of the Company and to avoid influences, interests or relationships that could give rise to an actual or apparent conflict of interest. If any question as to a potential conflict of interest arises, employees are directed to notify their supervisors and the Office of the General Counsel, and, in the case of directors and the Chief Executive Officer, they are to notify the Audit Committee of our Board of Directors. Our Code of Conduct also prohibits directors, officers, and employees from competing with us, using Company property, information, or position for personal gain, and taking corporate opportunities for personal gain. Waivers of our Code of Conduct must be explicit. The director, officer, or employee seeking a waiver must provide his supervisor and the Office of the General Counsel with all pertinent information, and, if the Office of the General Counsel recommends approval of a waiver, it shall present such information and the recommendation to the Audit Committee of our Board of Directors. A waiver may only be granted if (i) the Audit Committee is satisfied that all relevant information has been provided, and (ii) adequate controls have been instituted to assure that the interests of the Company remain protected. In the case of our Chief Executive Officer and directors, any waiver must be approved by the Audit Committee and the Nominating and Governance Committee as well. Any waiver that is granted, and the basis for granting the waiver, will be publicly communicated as appropriate, including posting on our website, as soon as practicable. We granted no waivers under our Code of Conduct in 2006. A copy of the Code of Conduct is posted on our website at www.calpine.com . We intend to post any amendments and any waivers of our Code of Conduct on our website within four business days.
 
Director Independence
 
Our Board of Directors has determined that a majority of the members of the Board of Directors has no material relationship with the Company (either directly or as partners, stockholders or officers of an organization that has a relationship with the Company) and is independent within the meaning of the NYSE director independence standards. Robert P. May, as our Chief Executive Officer, and George Stathakis, who provided consulting services from 1994 to 2005, are not considered to be independent.
 
Furthermore, the Board has determined that each of the members of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee has no material relationship to the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) and is independent within the meaning of the NYSE’s director independence standards.

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Item 14.   	Principal Accounting Fees and Services	
 
Audit Fees
 
The fees billed by PricewaterhouseCoopers for performing our integrated audit were approximately $10.2 million during the fiscal year ended December 31, 2006 and $13.7 million during the fiscal year ended December 31, 2005. The fees billed for performing audits and reviews of certain of our subsidiaries were approximately $2.9 million during the fiscal year ended December 31, 2006 and $5.0 million during the fiscal year ended December 31, 2005. The audit fees for 2005 have been revised from the 2005 Form 10-K to reflect final billings.
 
Audit-Related Fees
 
The fees billed by PricewaterhouseCoopers for audit-related services were approximately $0.3 million for the fiscal year ended December 31, 2006, and approximately $3.2 million for the fiscal year ended December 31, 2005. Such audit-related fees consisted primarily of consultations concerning financial accounting and reporting standards and employee benefit plan audits. The audit-related fees for 2005 have been revised from the 2005 Form 10-K to reflect final billings.
 
Tax Fees
 
PricewaterhouseCoopers did not provide the Company with any tax compliance and tax consulting services during the fiscal years ended December 31, 2006, and December 31, 2005.
 
All Other Fees
 
The fees billed by PricewaterhouseCoopers for all other fees were approximately $0.1 million during the fiscal year ended December 31, 2006, relating to software licensing fees. There were no fees billed by PricewaterhouseCoopers for services rendered, other than as described above under the headings Audit Fees, Audit-Related Fees and Tax Fees, for the fiscal year ended December 31, 2005.
 
Audit Committee Pre-Approval Policies and Procedures
 
We have adopted pre-approval policies and procedures under which all audit and non-audit services provided by our external auditors must be pre-approved by our Audit Committee. Any service proposals submitted by external auditors need to be discussed and approved by the Audit Committee during its meetings, which take place at least four times a year. Once the proposed service is approved, we or our subsidiaries formalize the engagement of services. The approval of any audit and non-audit services to be provided by our external auditors is specified in the minutes of our Audit Committee meetings. In addition, the members of our Board of Directors are briefed on matters discussed by the different committees of our board.

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PART IV

Item 15.   	Exhibits, Financial Statement Schedules	

 	 	Page	 	
 		
(a)-1. Financial Statements and Other Information	 	 	 	 	
Report of Independent Registered Public Accounting Firm	 	 	130	 	
Consolidated Balance Sheets December 31, 2006 and 2005	 	 	132	 	
Consolidated Statements of Operations for the Years Ended December 31, 2006, 2005, and 2004	 	 	133	 	
Consolidated Statements of Comprehensive Income (Loss) and Stockholders’ Equity (Deficit) for the Years Ended December 31, 2006, 2005, and 2004	 	 	134	 	
Consolidated Statements of Cash Flows for the Years Ended December 31, 2006, 2005, and 2004	 	 	135	 	
Notes to Consolidated Financial Statements for the Years Ended December 31, 2006, 2005, and 2004	 	 	138	 	
(a)-2. Financial Statement Schedules	 	 	 	 	
Schedule II — Valuation and Qualifying Accounts	 	 	197	 	
(b)  Exhibits	 	 	 	 	

 	 	 	 	 	
Exhibit	 	 	
Number	 	Description	
 		
 	2	.1	 	Agreement dated as of December 20, 2005, by and among Steam Heat LLC, Thermal Power Company and, for certain limited purposes, Geysers Power Company, LLC (incorporated by reference to Exhibit 2.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006).	
 	3	.1	 	Amended and Restated Certificate of Incorporation of the Company, as amended.*	
 	3	.2	 	Amended and Restated By-laws of the Company (incorporated by reference to Exhibit 3.1.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.1.1	 	Indenture, dated as of May 16, 1996, between the Company and U.S. Bank (as successor trustee to Fleet National Bank), as Trustee, including form of Notes (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-4 (Registration Statement No. 333-06259) filed with the SEC on June 19, 1996).	
 	4	.1.2	 	First Supplemental Indenture, dated as of August 1, 2000, between the Company and U.S. Bank (as successor trustee to Fleet National Bank), as Trustee (incorporated by reference to Exhibit 4.2.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 15, 2001).	
 	4	.1.3	 	Second Supplemental Indenture, dated as of April 26, 2004, between the Company and U.S. Bank (as successor trustee to Fleet National Bank), as Trustee (incorporated by reference to Exhibit 4.1.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, filed with the SEC on May 10, 2004).	
 	4	.2.1	 	Indenture, dated as of July 8, 1997, between the Company and HSBC Bank USA, National Association (as successor trustee to The Bank of New York), as Trustee, including form of Notes (incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, filed with the SEC on August 14, 1997).	
 	4	.2.2	 	First Supplemental Indenture, dated as of September 10, 1997, between the Company and HSBC Bank USA, National Association (as successor trustee to The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-4 (Registration Statement No. 333-41261) filed with the SEC on November 28, 1997).	
 	4	.2.3	 	Second Supplemental Indenture, dated as of July 31, 2000, between the Company and HSBC Bank USA, National Association (as successor trustee to The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.3.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 15, 2001).	

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Exhibit	 	 	
Number	 	Description	
 		
 	4	.2.4	 	Third Supplemental Indenture, dated as of April 26, 2004, between the Company and HSBC Bank USA, National Association (as successor trustee to The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.2.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, filed with the SEC on May 10, 2004).	
 	4	.3.1	 	Indenture, dated as of March 31, 1998, between the Company and HSBC Bank USA, National Association (as successor trustee to The Bank of New York), as Trustee, including form of Notes (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-4 (Registration Statement No. 333-61047) filed with the SEC on August 10, 1998).	
 	4	.3.2	 	First Supplemental Indenture, dated as of July 24, 1998, between the Company and HSBC Bank USA, National Association (as successor trustee to The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-4 (Registration Statement No. 333-61047) filed with the SEC on August 10, 1998).	
 	4	.3.3	 	Second Supplemental Indenture dated as of July 31, 2000, between the Company and HSBC Bank USA, National Association (as successor trustee to The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.4.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 15, 2001).	
 	4	.3.4	 	Third Supplemental Indenture, dated as of April 26, 2004, between the Company and HSBC Bank USA, National Association (as successor trustee to The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.3.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, filed with the SEC on May 10, 2004).	
 	4	.4.1	 	Indenture, dated as of March 29, 1999, between the Company and HSBC Bank USA, National Association (as successor trustee to The Bank of New York), as Trustee, including form of Notes (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3/A (Registration Statement No. 333-72583) filed with the SEC on March 8, 1999).	
 	4	.4.2	 	First Supplemental Indenture, dated as of July 31, 2000, between the Company and HSBC Bank USA, National Association (as successor trustee to The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.5.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 15, 2001).	
 	4	.4.3	 	Second Supplemental Indenture, dated as of April 26, 2004, between the Company and HSBC Bank USA, National Association (as successor trustee to The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.4.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, filed with the SEC on May 10, 2004).	
 	4	.5.1	 	Indenture, dated as of March 29, 1999, between the Company and HSBC Bank USA, National Association (as successor trustee to The Bank of New York), as Trustee, including form of Notes (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3/A (Registration Statement No. 333-72583) filed with the SEC on March 8, 1999).	
 	4	.5.2	 	First Supplemental Indenture, dated as of July 31, 2000, between the Company and HSBC Bank USA, National Association (as successor trustee to The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.6.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 15, 2001).	
 	4	.5.3	 	Second Supplemental Indenture, dated as of April 26, 2004, between the Company and HSBC Bank USA, National Association (as successor trustee to The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.5.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, filed with the SEC on May 10, 2004).	
 	4	.6.1	 	Indenture, dated as of August 10, 2000, between the Company and HSBC Bank USA, National Association (as successor trustee to Wilmington Trust Company), as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (Registration No. 333-76880) filed with the SEC on January 17, 2002).	
 	4	.6.2	 	First Supplemental Indenture, dated as of September 28, 2000, between the Company and HSBC Bank USA, National Association (as successor trustee to Wilmington Trust Company), as Trustee (incorporated by reference to Exhibit 4.7.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 15, 2001).	
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Exhibit	 	 	
Number	 	Description	
 		
 	4	.6.3	 	Second Supplemental Indenture, dated as of September 30, 2004, between the Company and HSBC Bank USA, National Association (as successor trustee to Wilmington Trust Company), as Trustee (incorporated by reference to Exhibit 1.5 to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2004).	
 	4	.6.4	 	Third Supplemental Indenture, dated as of June 23, 2005, between the Company and Manufacturers and Traders Trust Company (as successor trustee to Wilmington Trust Company), as Trustee (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on June 23, 2005).	
 	4	.7.1	 	Amended and Restated Indenture, dated as of October 16, 2001, between Calpine Canada Energy Finance ULC and HSBC Bank USA, National Association (as successor trustee to Wilmington Trust Company), as Trustee (incorporated by reference to Exhibit 4.7 to the Company’s Current Report on Form 8-K filed with the SEC on November 13, 2001).	
 	4	.7.2	 	Guarantee Agreement, dated as of April 25, 2001, between the Company and Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-3/A (Registration No. 333-57338) filed with the SEC on April 19, 2001).	
 	4	.7.3	 	First Amendment, dated as of October 16, 2001, to Guarantee Agreement dated as of April 25, 2001, between the Company and Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit 4.8 to the Company’s Current Report on Form 8-K filed with the SEC on November 13, 2001).	
 	4	.8.1	 	Indenture, dated as of October 18, 2001, between Calpine Canada Energy Finance II ULC and Manufacturers and Traders Trust Company (as successor trustee to Wilmington Trust Company), as Trustee (incorporated by reference to Exhibit 4.9 to the Company’s Current Report on Form 8-K, filed with the SEC on November 13, 2001).	
 	4	.8.2	 	First Supplemental Indenture, dated as of October 18, 2001, between Calpine Canada Energy Finance II ULC and Manufacturers and Traders Trust Company (as successor trustee to Wilmington Trust Company), as Trustee (incorporated by reference to Exhibit 4.10 to the Company’s Current Report on Form 8-K filed with the SEC on November 13, 2001).	
 	4	.8.3	 	Guarantee Agreement, dated as of October 18, 2001, between the Company and Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit 4.11 to the Company’s Current Report on Form 8-K filed with the SEC on November 13, 2001).	
 	4	.8.4	 	First Amendment, dated as of October 18, 2001, to Guarantee Agreement dated as of October 18, 2001, between the Company and Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit 4.12 to the Company’s Current Report on Form 8-K filed with the SEC on November 13, 2001).	
 	4	.9	 	Indenture, dated as of June 13, 2003, between Power Contract Financing, L.L.C. and Wilmington Trust Company, as Trustee, Accounts Agent, Paying Agent and Registrar, including form of Notes (incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	4	.10	 	Indenture, dated as of July 16, 2003, between the Company and Wilmington Trust Company, as Trustee, including form of Notes (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	4	.11	 	Indenture, dated as of July 16, 2003, between the Company and Wilmington Trust Company, as Trustee, including form of Notes (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	4	.12	 	Indenture, dated as of July 16, 2003, between the Company and Wilmington Trust Company, as Trustee, including form of Notes (incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	4	.13.1	 	Indenture, dated as of August 14, 2003, among Calpine Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, and Wilmington Trust FSB, as Trustee, including form of Notes (incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, filed with the SEC on November 13, 2003).	
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Exhibit	 	 	
Number	 	Description	
 		
 	4	.13.2	 	Supplemental Indenture, dated as of September 18, 2003, among Calpine Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, and Wilmington Trust FSB, as Trustee (incorporated by reference to Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, filed with the SEC on November 13, 2003).	
 	4	.13.3	 	Second Supplemental Indenture, dated as of January 14, 2004, among Calpine Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, and Wilmington Trust FSB, as Trustee (incorporated by reference to Exhibit 4.14.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
 	4	.13.4	 	Third Supplemental Indenture, dated as of March 5, 2004, among Calpine Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, and Wilmington Trust FSB, as Trustee (incorporated by reference to Exhibit 4.14.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
 	4	.13.5	 	Fourth Supplemental Indenture, dated as of March 15, 2006, among Calpine Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, and Wilmington Trust FSB, as Trustee (incorporated by reference to Exhibit 4.13.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006).	
 	4	.13.6	 	Waiver Agreement, dated as of March 15, 2006, among Calpine Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, and Wilmington Trust FSB, as Trustee (incorporated by reference to Exhibit 4.13.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006).	
 	4	.13.7	 	Waiver Agreement, dated as of June 9, 2006, among Calpine Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, and Wilmington Trust FSB, as Trustee (incorporated by reference to Exhibit 4.1.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed with the SEC on July 3, 2006).	
 	4	.13.8	 	Amendment to Waiver Agreement, dated as of August 4, 2006, among Calpine Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, and Wilmington Trust FSB, as Trustee.*	
 	4	.13.9	 	Second Amendment to Waiver Agreement, dated as of August 11, 2006, among Calpine Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, and Wilmington Trust FSB, as Trustee (incorporated by reference to Exhibit 4.1.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed with the SEC on August 14, 2006).	
 	4	.13.10	 	Fifth Supplemental Indenture, dated as of August 25, 2006, among Calpine Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, and Wilmington Trust FSB, as Trustee (incorporated by reference to Exhibit 4.1.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, filed with the SEC on November 9, 2006).	
 	4	.14	 	Indenture, dated as of September 30, 2003, among Gilroy Energy Center, LLC, each of Creed Energy Center, LLC and Goose Haven Energy Center, as Guarantors, and Wilmington Trust Company, as Trustee and Collateral Agent, including form of Notes (incorporated by reference to Exhibit 4.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, filed with the SEC on November 13, 2003).	
 	4	.15	 	Indenture, dated as of November 18, 2003, between the Company and Wilmington Trust Company, as Trustee, including form of Notes (incorporated by reference to Exhibit 4.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
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Exhibit	 	 	
Number	 	Description	
 		
 	4	.16	 	Amended and Restated Indenture, dated as of March 12, 2004, between the Company and HSBC Bank USA, National Association (as successor trustee to Wilmington Trust Company), including form of Notes (incorporated by reference to Exhibit 4.17.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
 	4	.17.1	 	First Priority Indenture, dated as of March 23, 2004, among Calpine Generating Company, LLC, CalGen Finance Corp. and Wilmington Trust FSB, as Trustee, including form of Notes (incorporated by reference to Exhibit 4.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
 	4	.17.2	 	Second Priority Indenture, dated as of March 23, 2004, among Calpine Generating Company, LLC, CalGen Finance Corp. and HSBC Bank USA, National Association (as successor trustee to Wilmington Trust FSB), as Trustee, including form of Notes (incorporated by reference to Exhibit 4.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
 	4	.17.3	 	Third Priority Indenture, dated as of March 23, 2004, among Calpine Generating Company, LLC, CalGen Finance Corp. and Manufacturers and Traders Trust Company (as successor trustee to Wilmington Trust FSB), as Trustee, including form of Notes (incorporated by reference to Exhibit 4.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
 	4	.18	 	Indenture, dated as of June 2, 2004, between Power Contract Financing III, LLC and Wilmington Trust Company, as Trustee, Accounts Agent, Paying Agent and Registrar, including form of Notes (incorporated by reference to Exhibit 4.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, filed with the SEC on August 9, 2004).	
 	4	.19	 	Indenture, dated as of September 30, 2004, between the Company and Law Debenture Trust Company of New York (as successor trustee to Wilmington Trust Company), as Trustee, including form of Notes (incorporated by reference to Exhibit 1.4 to the Company’s Current Report on Form 8-K filed with the SEC on October 6, 2004).	
 	4	.20.1	 	Second Amended and Restated Limited Liability Company Operating Agreement of CCFC Preferred Holdings, LLC, dated as of October 14, 2005, containing terms of its 6-Year Redeemable Preferred Shares Due 2011 (incorporated by reference to Exhibit 4.21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006).	
 	4	.20.2	 	Consent, Acknowledgment and Amendment, dated as of March 15, 2006, among Calpine CCFC Holdings, Inc. and the Redeemable Preferred Members party thereto (incorporated by reference to Exhibit 4.21.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006).	
 	4	.20.3	 	Amendment to Second Amended and Restated Limited Liability Company Operating Agreement of CCFC Preferred Holdings, LLC, dated as of October 24, 2006, among Calpine CCFC Holdings, Inc., in its capacity as Common Member, and the Redeemable Preferred Members party thereto (incorporated by reference to Exhibit 4.2.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, filed with the SEC on November 9, 2006).	
 	4	.21	 	Third Amended and Restated Limited Liability Company Operating Agreement of Metcalf Energy Center, LLC, dated as of June 20, 2005, containing terms of its 5.5-year redeemable preferred shares (incorporated by reference to Exhibit 4.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006).	
 	4	.22	 	Pass Through Certificates (Tiverton and Rumford).	
 	4	.22.1	 	Pass Through Trust Agreement dated as of December 19, 2000, among Tiverton Power Associates Limited Partnership, Rumford Power Associates Limited Partnership and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including the form of Certificate (incorporated by reference to Exhibit 4.12.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 15, 2001).	
114

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Exhibit	 	 	
Number	 	Description	
 		
 	4	.22.2	 	Participation Agreement dated as of December 19, 2000, among the Company, Tiverton Power Associates Limited Partnership, Rumford Power Associates Limited Partnership, PMCC Calpine New England Investment LLC, PMCC Calpine NEIM LLC, State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee (incorporated by reference to Exhibit 4.12.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 15, 2001).	
 	4	.22.3	 	Appendix A — Definitions and Rules of Interpretation (incorporated by reference to Exhibit 4.12.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 15, 2001).	
 	4	.22.4	 	Indenture of Trust, Mortgage and Security Agreement, dated as of December 19, 2000, between PMCC Calpine New England Investment LLC and State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, including the forms of Lessor Notes (incorporated by reference to Exhibit 4.12.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 15, 2001).	
 	4	.22.5	 	Calpine Guaranty and Payment Agreement (Tiverton) dated as of December 19, 2000, by the Company, as Guarantor, to PMCC Calpine New England Investment LLC, PMCC Calpine NEIM LLC, State Street Bank and Trust Company of Connecticut, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, as Pass Through Trustee (incorporated by reference to Exhibit 4.12.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 15, 2001).	
 	4	.22.6	 	Calpine Guaranty and Payment Agreement (Rumford) dated as of December 19, 2000, by the Company, as Guarantor, to PMCC Calpine New England Investment LLC, PMCC Calpine NEIM LLC, State Street Bank and Trust Company of Connecticut, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, as Pass Through Trustee (incorporated by reference to Exhibit 4.12.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 15, 2001).	
 	4	.23	 	Pass Through Certificates (South Point, Broad River and RockGen).	
 	4	.23.1	 	Pass Through Trust Agreement A dated as of October 18, 2001, among South Point Energy Center, LLC, Broad River Energy LLC, RockGen Energy LLC and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including the form of 8.400% Pass Through Certificate, Series A (incorporated by reference to Exhibit 4.22.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.2	 	Pass Through Trust Agreement B dated as of October 18, 2001, among South Point Energy Center, LLC, Broad River Energy LLC, RockGen Energy LLC and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including the form of 9.825% Pass Through Certificate, Series B (incorporated by reference to Exhibit 4.22.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.3	 	Participation Agreement (SP-1) dated as of October 18, 2001, among the Company, South Point Energy Center, LLC, South Point OL-1, LLC, Wells Fargo Bank Northwest, National Association, as Lessor Manager, SBR OP-1, LLC, State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including Appendix A — Definitions and Rules of Interpretation (incorporated by reference to Exhibit 4.22.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.4	 	Participation Agreement (SP-2) dated as of October 18, 2001, among the Company, South Point Energy Center, LLC, South Point OL-2, LLC, Wells Fargo Bank Northwest, National Association, as Lessor Manager, SBR OP-2, LLC, State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including Appendix A — Definitions and Rules of Interpretation (incorporated by reference to Exhibit 4.22.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
115

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Exhibit	 	 	
Number	 	Description	
 		
 	4	.23.5	 	Participation Agreement (SP-3) dated as of October 18, 2001, among the Company, South Point Energy Center, LLC, South Point OL-3, LLC, Wells Fargo Bank Northwest, National Association, as Lessor Manager, SBR OP-3, LLC, State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including Appendix A — Definitions and Rules of Interpretation (incorporated by reference to Exhibit 4.22.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.6	 	Participation Agreement (SP-4) dated as of October 18, 2001, among the Company, South Point Energy Center, LLC, South Point OL-4, LLC, Wells Fargo Bank Northwest, National Association, as Lessor Manager, SBR OP-4, LLC, State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including Appendix A — Definitions and Rules of Interpretation (incorporated by reference to Exhibit 4.22.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.7	 	Participation Agreement (BR-1) dated as of October 18, 2001, among the Company, Broad River Energy LLC, Broad River OL-1, LLC, Wells Fargo Bank Northwest, National Association, as Lessor Manager, SBR OP-1, LLC, State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including Appendix A — Definitions and Rules of Interpretation (incorporated by reference to Exhibit 4.22.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.8	 	Participation Agreement (BR-2) dated as of October 18, 2001, among the Company, Broad River Energy LLC, Broad River OL-2, LLC, Wells Fargo Bank Northwest, National Association, as Lessor Manager, SBR OP-2, LLC, State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including Appendix A — Definitions and Rules of Interpretation (incorporated by reference to Exhibit 4.22.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.9	 	Participation Agreement (BR-3) dated as of October 18, 2001, among the Company, Broad River Energy LLC, Broad River OL-3, LLC, Wells Fargo Bank Northwest, National Association, as Lessor Manager, SBR OP-3, LLC, State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including Appendix A — Definitions and Rules of Interpretation (incorporated by reference to Exhibit 4.22.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.10	 	Participation Agreement (BR-4) dated as of October 18, 2001, among the Company, Broad River Energy LLC, Broad River OL-4, LLC, Wells Fargo Bank Northwest, National Association, as Lessor Manager, SBR OP-4, LLC, State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including Appendix A — Definitions and Rules of Interpretation (incorporated by reference to Exhibit 4.22.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.11	 	Participation Agreement (RG-1) dated as of October 18, 2001, among the Company, RockGen Energy LLC, RockGen OL-1, LLC, Wells Fargo Bank Northwest, National Association, as Lessor Manager, SBR OP-1, LLC, State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including Appendix A — Definitions and Rules of Interpretation (incorporated by reference to Exhibit 4.22.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
116

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Exhibit	 	 	
Number	 	Description	
 		
 	4	.23.12	 	Participation Agreement (RG-2) dated as of October 18, 2001, among the Company, RockGen Energy LLC, RockGen OL-2, LLC, Wells Fargo Bank Northwest, National Association, as Lessor Manager, SBR OP-2, LLC, State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including Appendix A — Definitions and Rules of Interpretation (incorporated by reference to Exhibit 4.22.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.13	 	Participation Agreement (RG-3) dated as of October 18, 2001, among the Company, RockGen Energy LLC, RockGen OL-3, LLC, Wells Fargo Bank Northwest, National Association, as Lessor Manager, SBR OP-3, LLC, State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including Appendix A — Definitions and Rules of Interpretation (incorporated by reference to Exhibit 4.22.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.14	 	Participation Agreement (RG-4) dated as of October 18, 2001, among the Company, RockGen Energy LLC, RockGen OL-4, LLC, Wells Fargo Bank Northwest, National Association, as Lessor Manager, SBR OP-4, LLC, State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including Appendix A — Definitions and Rules of Interpretation (incorporated by reference to Exhibit 4.22.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.15	 	Indenture of Trust, Deed of Trust, Assignment of Rents and Leases, Security Agreement and Financing Statement, dated as of October 18, 2001, between South Point OL-1, LLC and State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee and Account Bank, including the form of South Point Lessor Notes (incorporated by reference to Exhibit 4.22.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.16	 	Indenture of Trust, Deed of Trust, Assignment of Rents and Leases, Security Agreement and Financing Statement, dated as of October 18, 2001, between South Point OL-2, LLC and State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee and Account Bank, including the form of South Point Lessor Notes (incorporated by reference to Exhibit 4.22.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.17	 	Indenture of Trust, Deed of Trust, Assignment of Rents and Leases, Security Agreement and Financing Statement, dated as of October 18, 2001, between South Point OL-3, LLC and State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee and Account Bank, including the form of South Point Lessor Notes (incorporated by reference to Exhibit 4.22.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.18	 	Indenture of Trust, Deed of Trust, Assignment of Rents and Leases, Security Agreement and Financing Statement, dated as of October 18, 2001, between South Point OL-4, LLC and State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee and Account Bank, including the form of South Point Lessor Notes (incorporated by reference to Exhibit 4.22.18 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.19	 	Indenture of Trust, Mortgage, Security Agreement and Fixture Filing, dated as of October 18, 2001, between Broad River OL-1, LLC and State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, Mortgagee and Account Bank, including the form of Broad River Lessor Notes (incorporated by reference to Exhibit 4.22.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.20	 	Indenture of Trust, Mortgage, Security Agreement and Fixture Filing, dated as of October 18, 2001, between Broad River OL-2, LLC and State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, Mortgagee and Account Bank, including the form of Broad River Lessor Notes (incorporated by reference to Exhibit 4.22.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
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Exhibit	 	 	
Number	 	Description	
 		
 	4	.23.21	 	Indenture of Trust, Mortgage, Security Agreement and Fixture Filing, dated as of October 18, 2001, between Broad River OL-3, LLC and State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, Mortgagee and Account Bank, including the form of Broad River Lessor Notes (incorporated by reference to Exhibit 4.22.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.22	 	Indenture of Trust, Mortgage, Security Agreement and Fixture Filing, dated as of October 18, 2001, between Broad River OL-4, LLC and State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, Mortgagee and Account Bank, including the form of Broad River Lessor Notes (incorporated by reference to Exhibit 4.22.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.23	 	Indenture of Trust, Mortgage and Security Agreement, dated as of October 18, 2001, between RockGen OL-1, LLC and State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee and Account Bank, including the form of RockGen Lessor Notes (incorporated by reference to Exhibit 4.22.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.24	 	Indenture of Trust, Mortgage and Security Agreement, dated as of October 18, 2001, between RockGen OL-2, LLC and State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee and Account Bank, including the form of RockGen Lessor Notes (incorporated by reference to Exhibit 4.22.24 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.25	 	Indenture of Trust, Mortgage and Security Agreement, dated as of October 18, 2001, between RockGen OL-3, LLC and State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee and Account Bank, including the form of RockGen Lessor Notes (incorporated by reference to Exhibit 4.22.25 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.26	 	Indenture of Trust, Mortgage and Security Agreement, dated as of October 18, 2001, between RockGen OL-4, LLC and State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee and Account Bank, including the form of RockGen Lessor Notes (incorporated by reference to Exhibit 4.22.26 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.27	 	Calpine Guaranty and Payment Agreement (South Point SP-1) dated as of October 18, 2001, by Calpine, as Guarantor, to South Point OL-1, LLC, SBR OP-1, LLC, State Street Bank and Trust Company of Connecticut, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, as Pass Through Trustee (incorporated by reference to Exhibit 4.22.27 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.28	 	Calpine Guaranty and Payment Agreement (South Point SP-2) dated as of October 18, 2001, by Calpine, as Guarantor, to South Point OL-2, LLC, SBR OP-2, LLC, State Street Bank and Trust Company of Connecticut, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, as Pass Through Trustee (incorporated by reference to Exhibit 4.22.28 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.29	 	Calpine Guaranty and Payment Agreement (South Point SP-3) dated as of October 18, 2001, by Calpine, as Guarantor, to South Point OL-3, LLC, SBR OP-3, LLC, State Street Bank and Trust Company of Connecticut, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, as Pass Through Trustee (incorporated by reference to Exhibit 4.22.29 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.30	 	Calpine Guaranty and Payment Agreement (South Point SP-4) dated as of October 18, 2001, by Calpine, as Guarantor, to South Point OL-4, LLC, SBR OP-4, LLC, State Street Bank and Trust Company of Connecticut, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, as Pass Through Trustee (incorporated by reference to Exhibit 4.22.30 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
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Exhibit	 	 	
Number	 	Description	
 		
 	4	.23.31	 	Calpine Guaranty and Payment Agreement (Broad River BR-1) dated as of October 18, 2001, by Calpine, as Guarantor, to Broad River OL-1, LLC, SBR OP-1, LLC, State Street Bank and Trust Company of Connecticut, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, as Pass Through Trustee (incorporated by reference to Exhibit 4.22.31 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.32	 	Calpine Guaranty and Payment Agreement (Broad River BR-2) dated as of October 18, 2001, by Calpine, as Guarantor, to Broad River OL-2, LLC, SBR OP-2, LLC, State Street Bank and Trust Company of Connecticut, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, as Pass Through Trustee (incorporated by reference to Exhibit 4.22.32 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.33	 	Calpine Guaranty and Payment Agreement (Broad River BR-3) dated as of October 18, 2001, by Calpine, as Guarantor, to Broad River OL-3, LLC, SBR OP-3, LLC, State Street Bank and Trust Company of Connecticut, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, as Pass Through Trustee (incorporated by reference to Exhibit 4.22.33 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.34	 	Calpine Guaranty and Payment Agreement (Broad River BR-4) dated as of October 18, 2001, by Calpine, as Guarantor, to Broad River OL-4, LLC, SBR OP-4, LLC, State Street Bank and Trust Company of Connecticut, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, as Pass Through Trustee (incorporated by reference to Exhibit 4.22.34 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.35	 	Calpine Guaranty and Payment Agreement (RockGen RG-1) dated as of October 18, 2001, by Calpine, as Guarantor, to RockGen OL-1, LLC, SBR OP-1, LLC, State Street Bank and Trust Company of Connecticut, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, as Pass Through Trustee (incorporated by reference to Exhibit 4.22.35 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.36	 	Calpine Guaranty and Payment Agreement (RockGen RG-2) dated as of October 18, 2001, by Calpine, as Guarantor, to RockGen OL-2, LLC, SBR OP-2, LLC, State Street Bank and Trust Company of Connecticut, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, as Pass Through Trustee (incorporated by reference to Exhibit 4.22.36 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.37	 	Calpine Guaranty and Payment Agreement (RockGen RG-3) dated as of October 18, 2001, by Calpine, as Guarantor, to RockGen OL-3, LLC, SBR OP-3, LLC, State Street Bank and Trust Company of Connecticut, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, as Pass Through Trustee (incorporated by reference to Exhibit 4.22.37 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.38	 	Calpine Guaranty and Payment Agreement (RockGen RG-4) dated as of October 18, 2001, by Calpine, as Guarantor, to RockGen OL-4, LLC, SBR OP-4, LLC, State Street Bank and Trust Company of Connecticut, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, as Pass Through Trustee (incorporated by reference to Exhibit 4.22.38 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.39	 	Omnibus Amendment to Operative Documents and Agreement — South Point, dated as of July 13, 2006, among South Point Energy Center, LLC, Calpine, South Point Holdings, LLC, South Point OL-1, LLC, South Point OL-2, LLC, South Point OL-3, LLC, South Point OL-4, LLC, SBR OP-1, LLC, SBR OP-2, LLC, SBR OP-3, LLC, SBR OP-4, LLC, U.S. Bank National Association (as successor to State Street Bank and Trust Company of Connecticut, National Association), as Indenture Trustee, Wells Fargo Bank Northwest, National Association, U.S. Bank National Association (as successor to State Street Bank and Trust Company of Connecticut, National Association), as Pass Through Trustee, and BRSP, LLC, as Noteholder.*	
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Exhibit	 	 	
Number	 	Description	
 		
 	4	.23.40	 	Omnibus Amendment to Operative Documents and Agreement — Broad River dated as of July 13, 2006, among Broad River Energy LLC, Calpine, Broad River Holdings, LLC, Broad River OL-1, LLC, Broad River OL-2, LLC, Broad River OL-3, LLC, Broad River OL-4, LLC, SBR OP-1, LLC, SBR OP-2, LLC, SBR OP-3, LLC, SBR OP-4, LLC, U.S. Bank National Association (as successor to State Street Bank and Trust Company of Connecticut, National Association), as Indenture Trustee, Wells Fargo Bank Northwest, National Association, U.S. Bank National Association (as successor to State Street Bank and Trust Company of Connecticut, National Association), as Pass Through Trustee, and BRSP, LLC, as Noteholder.*	
 	10	.1	 	DIP Financing Agreements	
 	10	.1.1.1	 	$2,000,000,000 Amended & Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 23, 2006, among the Company, as borrower, the Subsidiaries of the Company named therein, as guarantors, the Lenders from time to time party thereto, Credit Suisse Securities (USA) LLC and Deutsche Bank Trust Company Americas, as Joint Syndication Agents, Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners, and Credit Suisse and Deutsche Bank Trust Company Americas, as Joint Administrative Agents (incorporated by reference to Exhibit 10.1.1.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006).	
 	10	.1.1.2	 	First Consent, Waiver and Amendment, dated as of May 3, 2006, to and under the Amended and Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 23, 2006, among Calpine Corporation, as borrower, its subsidiaries named therein, as guarantors, the Lenders party thereto, Deutsche Bank Trust Company Americas, as administrative agent for the First Priority Lenders, Credit Suisse, Cayman Islands Branch, as administrative agent for the Second Priority Term Lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 9, 2006).	
 	10	.1.1.3	 	Consent, dated as of June 28, 2006, under the Amended and Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 23, 2006, among Calpine Corporation, as borrower, its subsidiaries named therein, as guarantors, the Lenders party thereto, Deutsche Bank Trust Company Americas, as administrative agent for the First Priority Lenders, Credit Suisse, Cayman Islands Branch, as administrative agent for the Second Priority Term Lenders (incorporated by reference to Exhibit 10.1.1.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed with the SEC on August 14, 2006).	
 	10	.1.1.4	 	Second Amendment, dated as of September 25, 2006, to the Amended and Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 23, 2006, among Calpine Corporation, as borrower, its subsidiaries named therein, as guarantors, the Lenders party thereto, Deutsche Bank Trust Company Americas, as administrative agent for the First Priority Lenders, and Credit Suisse, Cayman Islands Branch, as administrative agent for the Second Priority Term Lenders (incorporated by reference to Exhibit 10.1.1.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, filed with the SEC on November 9, 2006).	
 	10	.1.1.5	 	Letter Agreement, dated as of October 18, 2006, relating to the Amended and Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 23, 2006, among Calpine Corporation, as borrower, its subsidiaries named therein, as guarantors, the Lenders party thereto, Deutsche Bank Trust Company Americas, as administrative agent for the First Priority Lenders, and Credit Suisse, Cayman Islands Branch, as administrative agent for the Second Priority Term Lenders (incorporated by reference to Exhibit 10.1.1.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, filed with the SEC on November 9, 2006).	
 	10	.1.1.6	 	Third Amendment, dated as of December 20, 2006, to the Amended and Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 23, 2006, among Calpine Corporation, as borrower, its subsidiaries named therein, as guarantors, the Lenders party thereto, Deutsche Bank Trust Company Americas, as administrative agent for the First Priority Lenders, and Credit Suisse, Cayman Islands Branch, as administrative agent for the Second Priority Term Lenders.*	
 	10	.1.1.7	 	Fourth Amendment, dated as of February 28, 2007, to the Amended and Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 23, 2006, among Calpine Corporation, as borrower, its subsidiaries named therein, as guarantors, the Lenders party thereto, Deutsche Bank Trust Company Americas, as administrative agent for the First Priority Lenders, and Credit Suisse, as administrative agent for the Second Priority Term Lenders.*	
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Exhibit	 	 	
Number	 	Description	
 		
 	10	.1.2	 	Amended and Restated Security and Pledge Agreement, dated as of February 23, 2006, among the Company, the Subsidiaries of the Company signatory thereto and Deutsche Bank Trust Company Americas, as collateral agent (incorporated by reference to Exhibit 10.1.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006).	
 	10	.2	 	Financing and Term Loan Agreements	
 	10	.2.1	 	Share Lending Agreement, dated as of September 28, 2004, among the Company, as Lender, Deutsche Bank AG London, as Borrower, through Deutsche Bank Securities Inc., as agent for the Borrower, and Deutsche Bank Securities Inc., in its capacity as Collateral Agent and Securities Intermediary (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2004).	
 	10	.2.2	 	Amended and Restated Credit Agreement, dated as of March 23, 2004, among Calpine Generating Company, LLC, the Guarantors named therein, the Lenders named therein, The Bank of Nova Scotia, as Administrative Agent, LC Bank, Lead Arranger and Sole Bookrunner, Bayerische Landesbank Cayman Islands Branch, as Arranger and Co-Syndication Agent, Credit Lyonnais New York Branch, as Arranger and Co-Syndication Agent, ING Capital LLC, as Arranger and Co-Syndication Agent, Toronto-Dominion (Texas) Inc., as Arranger and Co- Syndication Agent, and Union Bank of California, N.A., as Arranger and Co-Syndication Agent (incorporated by reference to Exhibit 10.1.1.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
 	10	.2.3.1	 	Letter of Credit Agreement, dated as of July 16, 2003, among the Company, the Lenders named therein, and The Bank of Nova Scotia, as Administrative Agent (incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.2.3.2	 	Amendment to Letter of Credit Agreement, dated as of September 30, 2004, between the Company and The Bank of Nova Scotia, as Administrative Agent (incorporated by reference to Exhibit 10.5.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, filed with the SEC on November 9, 2004).	
 	10	.2.4	 	Letter of Credit Agreement, dated as of September 30, 2004, between the Company and Bayerische Landesbank, acting through its Cayman Islands Branch, as the Issuer (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, filed with the SEC on November 9, 2004).	
 	10	.2.5	 	Credit Agreement, dated as of July 16, 2003, among the Company, the Lenders named therein, Goldman Sachs Credit Partners L.P., as Sole Lead Arranger and Sole Bookrunner, The Bank of New York (as successor administrative agent to Goldman Sachs Credit Partners L.P.) as Administrative Agent, The Bank of Nova Scotia, as Arranger and Syndication Agent, TD Securities (USA) Inc., ING (U.S.) Capital LLC and Landesbank Hessen-Thuringen, as Co-Arrangers, and Credit Lyonnais New York Branch and Union Bank of California, N.A., as Managing Agents (incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.2.6.1	 	Credit and Guarantee Agreement, dated as of August 14, 2003, among Calpine Construction Finance Company, L.P., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, the Lenders named therein, and Goldman Sachs Credit Partners L.P., as Administrative Agent and Sole Lead Arranger (incorporated by reference to Exhibit 10.29 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, filed with the SEC on November 13, 2003).	
 	10	.2.6.2	 	Amendment No. 1 Under Credit and Guarantee Agreement, dated as of September 12, 2003, among Calpine Construction Finance Company, L.P., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, the Lenders named therein, and Goldman Sachs Credit Partners L.P., as Administrative Agent and Sole Lead Arranger (incorporated by reference to Exhibit 10.30 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, filed with the SEC on November 13, 2003).	
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Exhibit	 	 	
Number	 	Description	
 		
 	10	.2.6.3	 	Amendment No. 2 Under Credit and Guarantee Agreement, dated as of January 13, 2004, among Calpine Construction Finance Company, L.P., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, the Lenders named therein, and Goldman Sachs Credit Partners L.P., as Administrative Agent and Sole Lead Arranger (incorporated by reference to Exhibit 10.2.2.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
 	10	.2.6.4	 	Amendment No. 3 Under Credit and Guarantee Agreement, dated as of March 5, 2004, among Calpine Construction Finance Company, L.P., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, the Lenders named therein, and Goldman Sachs Credit Partners L.P., as Administrative Agent and Sole Lead Arranger (incorporated by reference to Exhibit 10.2.2.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
 	10	.2.6.5	 	Amendment No. 4 Under Credit and Guarantee Agreement, dated as of March 15, 2006, among Calpine Construction Finance Company, L.P., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, the Lenders named therein, and Goldman Sachs Credit Partners L.P., as Administrative Agent and Sole Lead Arranger (incorporated by reference to Exhibit 10.2.6.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006).	
 	10	.2.6.6	 	Waiver Agreement, dated as of March 15, 2006 among Calpine Construction Finance Company, L.P., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, the Lenders named therein, and Goldman Sachs Credit Partners L.P., as Administrative Agent and Sole Lead Arranger (incorporated by reference to Exhibit 10.2.6.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006).	
 	10	.2.6.7	 	Waiver Agreement, dated as of June 9, 2006, among Calpine Construction Finance Company, L.P., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, the Lenders named therein, and Goldman Sachs Credit Partners L.P., as Administrative Agent and Sole Lead Arranger (incorporated by reference to Exhibit 10.2.1.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed with the SEC on July 3, 2006).	
 	10	.2.6.8	 	Amendment to Waiver Agreement, dated as of August 4, 2006, among Calpine Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, the Lenders named therein, and Goldman Sachs Credit Partners L.P., as Administrative Agent and Sole Lead Arranger (incorporated by reference to Exhibit 10.2.1.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed with the SEC on August 14, 2006).	
 	10	.2.6.9	 	Second Amendment to Waiver Agreement, dated as of August 11, 2006, among Calpine Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, the Lenders named therein, and Goldman Sachs Credit Partners L.P., as Administrative Agent and Sole Lead Arranger (incorporated by reference to Exhibit 10.2.1.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed with the SEC on August 14, 2006).	
 	10	.2.6.10	 	Amendment No. 5 Under Credit and Guarantee Agreement, dated as of August 25, 2006, among Calpine Construction Finance Company, L.P., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, the Lenders named therein, and Goldman Sachs Credit Partners L.P., as Administrative Agent and Sole Lead Arranger (incorporated by reference to Exhibit 10.2.1.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, filed with the SEC on November 9, 2006).	
 	10	.2.7	 	Credit and Guarantee Agreement, dated as of March 23, 2004, among Calpine Generating Company, LLC, the Guarantors named therein, the Lenders named therein, Wilmington Trust Company (as successor administrative agent to Morgan Stanley Senior Funding, Inc.), as Administrative Agent, and Morgan Stanley Senior Funding, Inc., as Sole Lead Arranger and Sole Bookrunner (incorporated by reference to Exhibit 10.2.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
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Exhibit	 	 	
Number	 	Description	
 		
 	10	.2.8	 	Credit and Guarantee Agreement, dated as of March 23, 2004, among Calpine Generating Company, LLC, the Guarantors named therein, the Lenders named therein, The Bank of New York (as successor administrative agent to Morgan Stanley Senior Funding, Inc.), as Administrative Agent, and Morgan Stanley Senior Funding, Inc., as Sole Lead Arranger and Sole Bookrunner (incorporated by reference to Exhibit 10.2.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
 	10	.2.9	 	Credit Agreement, dated as of June 24, 2004, among Riverside Energy Center, LLC, the Lenders named therein, Union Bank of California, N.A., as the Issuing Bank, Credit Suisse First Boston, acting through its Cayman Islands Branch, as Lead Arranger, Book Runner, Administrative Agent and Collateral Agent, and CoBank, ACB, as Syndication Agent (incorporated by reference to Exhibit 10.1.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the SEC on March 31, 2005).	
 	10	.2.10	 	Credit Agreement, dated as of June 24, 2004, among Rocky Mountain Energy Center, LLC, the Lenders named therein, Union Bank of California, N.A., as the Issuing Bank, Credit Suisse First Boston, acting through its Cayman Islands Branch, as Lead Arranger, Book Runner, Administrative Agent and Collateral Agent, and CoBank, ACB, as Syndication Agent (incorporated by reference to Exhibit 10.1.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the SEC on March 31, 2005).	
 	10	.2.11	 	Credit Agreement, dated as of February 25, 2005, among Calpine Steamboat Holdings, LLC, the Lenders named therein, Calyon New York Branch, as a Lead Arranger, Underwriter, Co-Book Runner, Administrative Agent, Collateral Agent and LC Issuer, CoBank, ACB, as a Lead Arranger, Underwriter, Co-Syndication Agent and Co-Book Runner, HSH Nordbank AG, as a Lead Arranger, Underwriter and Co-documentation Agent, UFJ Bank Limited, as a Lead Arranger, Underwriter and Co-Documentation Agent, and Bayerische Hypo-Und Vereinsbank AG, New York Branch, as a Lead Arranger, Underwriter and Co-Syndication Agent (incorporated by reference to Exhibit 10.1.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the SEC on March 31, 2005).	
 	10	.3	 	Security Agreements	
 	10	.3.1	 	Guarantee and Collateral Agreement, dated as of July 16, 2003, made by the Company, JOQ Canada, Inc., Quintana Minerals (USA) Inc., and Quintana Canada Holdings LLC, in favor of The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.19 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.2	 	First Amendment Pledge Agreement, dated as of July 16, 2003, made by JOQ Canada, Inc., Quintana Minerals (USA) Inc., and Quintana Canada Holdings LLC in favor of The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.20 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.3	 	First Amendment Assignment and Security Agreement, dated as of July 16, 2003, made by the Company in favor of The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.21 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.4.1	 	Second Amendment Pledge Agreement (Stock Interests), dated as of July 16, 2003, made by the Company in favor of The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.22 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.4.2	 	Amendment No. 1 to the Second Amendment Pledge Agreement (Stock Interests), dated as of November 18, 2003, made by the Company in favor of The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.1.7.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
 	10	.3.5.1	 	Second Amendment Pledge Agreement (Membership Interests), dated as of July 16, 2003, made by the Company in favor of The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.23 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
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Exhibit	 	 	
Number	 	Description	
 		
 	10	.3.5.2	 	Amendment No. 1 to the Second Amendment Pledge Agreement (Membership Interests), dated as of November 18, 2003, made by the Company in favor of The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.1.8.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
 	10	.3.6	 	First Amendment Note Pledge Agreement, dated as of July 16, 2003, made by the Company in favor of The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.24 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.7.1	 	Collateral Trust Agreement, dated as of July 16, 2003, among the Company, JOQ Canada, Inc., Quintana Minerals (USA) Inc., Quintana Canada Holdings LLC, Wilmington Trust Company, as Trustee, The Bank of Nova Scotia, as Agent, Goldman Sachs Credit Partners L.P., as Administrative Agent, and The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.25 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.7.2	 	First Amendment to the Collateral Trust Agreement, dated as of November 18, 2003, among the Company, JOQ Canada, Inc., Quintana Minerals (USA) Inc., Quintana Canada Holdings LLC, Wilmington Trust Company, as Trustee, The Bank of Nova Scotia, as Agent, Goldman Sachs Credit Partners L.P., as Administrative Agent, and The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.1.10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
 	10	.3.8	 	Form of Amended and Restated Mortgage, Deed of Trust, Assignment, Security Agreement, Financing Statement and Fixture Filing (Multistate), dated as of July 16, 2003, from the Company to Messrs. Denis O’Meara and James Trimble, as Trustees, and The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.26 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.9	 	Form of Amended and Restated Mortgage, Deed of Trust, Assignment, Security Agreement, Financing Statement and Fixture Filing (Multistate), dated as of July 16, 2003, from the Company to Messrs. Kemp Leonard and John Quick, as Trustees, and The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.27 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.10	 	Form of Amended and Restated Mortgage, Deed of Trust, Assignment, Security Agreement, Financing Statement and Fixture Filing (Colorado), dated as of July 16, 2003, from the Company to Messrs. Kemp Leonard and John Quick, as Trustees, and The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.28 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.11	 	Form of Amended and Restated Mortgage, Deed of Trust, Assignment, Security Agreement, Financing Statement and Fixture Filing (New Mexico), dated as of July 16, 2003, from the Company to Messrs. Kemp Leonard and John Quick, as Trustees, and The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.29 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.12	 	Form of Amended and Restated Mortgage, Assignment, Security Agreement and Financing Statement (Louisiana), dated as of July 16, 2003, from the Company to The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.30 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.13	 	Form of Amended and Restated Deed of Trust with Power of Sale, Assignment of Production, Security Agreement, Financing Statement and Fixture Filings (California), dated as of July 16, 2003, from the Company to Chicago Title Insurance Company, as Trustee, and The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.31 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.14	 	Form of Deed to Secure Debt, Assignment of Rents and Security Agreement (Georgia), dated as of July 16, 2003, from the Company to The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.32 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
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Exhibit	 	 	
Number	 	Description	
 		
 	10	.3.15	 	Form of Mortgage, Assignment of Rents and Security Agreement (Florida), dated as of July 16, 2003, from the Company to The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.33 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.16	 	Form of Deed of Trust, Assignment of Rents and Security Agreement and Fixture Filing (Texas), dated as of July 16, 2003, from the Company to Malcolm S. Morris, as Trustee, in favor of The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.34 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.17	 	Form of Deed of Trust, Assignment of Rents and Security Agreement (Washington), dated as of July 16, 2003, from the Company to Chicago Title Insurance Company, in favor of The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.35 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.18	 	Form of Deed of Trust, Assignment of Rents, and Security Agreement (California), dated as of July 16, 2003, from the Company to Chicago Title Insurance Company, in favor of The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.36 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.19	 	Form of Mortgage, Collateral Assignment of Leases and Rents, Security Agreement and Financing Statement (Louisiana), dated as of July 16, 2003, from the Company to The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.37 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.20	 	Amended and Restated Hazardous Materials Undertaking and Indemnity (Multistate), dated as of July 16, 2003, by the Company in favor of The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.38 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.21	 	Amended and Restated Hazardous Materials Undertaking and Indemnity (California), dated as of July 16, 2003, by the Company in favor of The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.39 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.22	 	Designated Asset Sale Proceeds Account Control Agreement, dated as of July 16, 2003, among the Company, Union Bank of California, N.A., and The Bank of New York, as Collateral Agent (incorporated by reference to Exhibit 10.1.25 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
 	10	.4	 	Power Purchase and Other Agreements	
 	10	.4.1	 	Power Purchase and Sale Agreements with the State of California Department of Water Resources comprising Amended and Restated Cover Sheet and Master Power Purchase and Sale Agreement, dated as of April 22, 2002 and effective as of May 1, 2004, between Calpine Energy Services, L.P. and the State of California Department of Water Resources together with Amended and Restated Confirmation (“Calpine 1”), Amended and Restated Confirmation (“Calpine 2”), Amended and Restated Confirmation (“Calpine 3”) and Amended and Restated Confirmation (“Calpine 4”), each dated as of April 22, 2002, and effective as of May 1, 2002, between Calpine Energy Services, L.P., and the State of California Department of Water Resources (incorporated by reference to Exhibit 10.4.1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2003, filed with the SEC on September 13, 2004).	
 	10	.5	 	Management Contracts or Compensatory Plans or Arrangements	
 	10	.5.1	 	Employment Agreement, effective as of December 12, 2005, between the Company and Mr. Robert P. May (incorporated by reference to Exhibit 10.5.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006).†	
 	10	.5.2.1	 	Employment Agreement, effective as of January 30, 2006, between the Company and Mr. Scott J. Davido (incorporated by reference to Exhibit 10.5.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006).†	
 	10	.5.2.2	 	Amendment, dated January 17, 2006, to Employment Agreement between the Company and Mr. Scott J. Davido.*†	
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Exhibit	 	 	
Number	 	Description	
 		
 	10	.5.2.3	 	Separation Agreement and General Release, dated February 16, 2007, between the Company and Mr. Scott J. Davido.*†	
 	10	.5.3.1	 	Agreement, dated December 17, 2005, between the Company and AP Services, LLC.*†	
 	10	.5.3.2	 	Letter Agreement, dated November 3, 2006, between the Company and AP Services, LLC, amending the Agreement, dated December 17, 2005, between the Company and AP Services.*†	
 	10	.5.4	 	Form of Indemnification Agreement for directors and officers (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1/A (Registration Statement No. 333-07497) filed with the SEC on August 22, 1996).†	
 	10	.5.5	 	Form of Indemnification Agreement for directors and officers (incorporated by reference to Exhibit 10.4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).†	
 	10	.5.6.1	 	Calpine Corporation 1996 Stock Incentive Plan and forms of agreements thereunder (incorporated by reference to Exhibit 10.3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).†	
 	10	.5.6.2	 	Amendment to Calpine Corporation 1996 Stock Incentive Plan (description of such Amendment is incorporated by reference to Item 1.01 of Calpine Corporation’s Current Report on Form 8-K filed with the SEC on September 20, 2005).†	
 	10	.5.7	 	Form of Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 17, 2005).†	
 	10	.5.8	 	Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on March 17, 2005).†	
 	10	.5.9	 	2000 Employee Stock Purchase Plan (incorporated by reference to the copy of such Plan filed as an exhibit to the Company’s Definitive Proxy Statement on Schedule 14A dated April 13, 2000, filed with the SEC on April 13, 2000).†	
 	10	.5.10	 	Calpine Corporation U.S. Severance Program (incorporated by reference to Exhibit 10.5.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006).†	
 	10	.5.11	 	Calpine Incentive Plan.*†	
 	10	.5.12	 	Summary of Calpine Emergence Incentive Plan.*†	
 	10	.5.13	 	Employment Agreement, dated June 13, 2006, between the Company and Mr. Robert E. Fishman.*†	
 	10	.5.14	 	Employment Agreement, dated May 25, 2006, between the Company and Mr. Thomas N. May.*†	
 	10	.5.15	 	Employment Agreement, dated June 19, 2006, between the Company and Mr. Gregory L. Doody.*†	
 	10	.5.16	 	Letter Agreement, dated January 8, 2007, between the Company and Mr. Eric Pryor.*†	
 	21	.1	 	Subsidiaries of the Company.*	
 	23	.1	 	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.*	
 	24	.1	 	Power of Attorney of Officers and Directors of Calpine Corporation (set forth on the signature pages of this report).*	
 	31	.1	 	Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*	
 	31	.2	 	Certification of the Senior Vice President and Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*	
 	32	.1	 	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*	

 
			
*		Filed herewith.	
 		
†		Management contract or compensatory plan or arrangement.	
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SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
CALPINE CORPORATION

 	By: 	/s/   LISA DONAHUE	

Lisa Donahue
Senior Vice President and Chief Financial Officer
 
Date: March 14, 2007
 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENT: That the undersigned officers and directors of Calpine Corporation do hereby constitute and appoint Robert P. May, Lisa Donahue, Gregory L. Doody and Charles B. Clark, Jr., and each of them, the lawful attorney and agent or attorneys and agents with power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, or either of them, determine may be necessary or advisable or required to enable Calpine Corporation to comply with the Securities and Exchange Act of 1934, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Report. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Report or amendments or supplements thereto, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.
 
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated opposite the name.
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	 	Title	 	Date	
 		
/s/   ROBERT P. MAY

Robert P. May	 	Chief Executive Officer and Director (Principal Executive Officer)	 	March 14, 2007	
 	 	 	 	 	
/s/   LISA DONAHUE

Lisa Donahue	 	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	 	March 14, 2007	
 	 	 	 	 	
/s/   CHARLES B. CLARK, JR.

Charles B. Clark, Jr.	 	Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)	 	March 14, 2007	
 	 	 	 	 	
/s/   KENNETH T. DERR

Kenneth T. Derr	 	Director	 	March 14, 2007	
 	 	 	 	 	
/s/   GLEN H. HINER

Glen H. Hiner	 	Director	 	March 14, 2007	

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Signature	 	Title	 	Date	
 		
/s/   WILLIAM J. KEESE

William J. Keese	 	Director	 	March 14, 2007	
 	 	 	 	 	
/s/   DAVID C. MERRITT

David C. Merritt	 	Director	 	March 14, 2007	
 	 	 	 	 	
/s/   WALTER L. REVELL

Walter L. Revell	 	Director	 	March 14, 2007	
 	 	 	 	 	
/s/   GEORGE J. STATHAKIS

George J. Stathakis	 	Director	 	March 14, 2007	
 	 	 	 	 	
/s/   SUSAN WANG

Susan Wang	 	Director	 	March 14, 2007	

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CALPINE CORPORATION AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
 
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2006

 	 	Page	
 		
Report of Independent Registered Public Accounting Firm	 		130		
Consolidated Balance Sheets December 31, 2006 and 2005	 		132		
Consolidated Statements of Operations for the Years Ended December 31, 2006, 2005, and 2004	 		133		
Consolidated Statements of Comprehensive Income (Loss) and Stockholders’ Equity (Deficit) For the Years Ended December 31, 2006, 2005, and 2004	 		134		
Consolidated Statements of Cash Flows For the Years Ended December 31, 2006, 2005, and 2004	 		135		
Notes to Consolidated Financial Statements For the Years Ended December 31, 2006, 2005, and 2004	 		138		
 1. Organization and Operations of the Company	 		138		
 2. Summary of Significant Accounting Policies	 		138		
 3. Chapter 11 Cases and Related Disclosures	 		148		
 4. Property, Plant and Equipment, Net, and Capitalized Interest	 		155		
 5. Investments	 		157		
 6. Other Assets	 		159		
 7. Asset Sales	 		160		
 8. Debt	 		165		
 9. Income Taxes	 		173		
10. Stock-Based Compensation	 		176		
11. Defined Contribution Plans	 		177		
12. Share Lending Agreement	 		177		
13. Derivative Instruments	 		178		
14. Loss per Share	 		181		
15. Commitments and Contingencies	 		182		
16. Quarterly Consolidated Financial Data (unaudited)	 		195		

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Report of Independent Registered Public Accounting Firm
 
To the Board of Directors
and Stockholders of Calpine Corporation
 
We have completed integrated audits of Calpine Corporation’s consolidated financial statements and of its internal control over financial reporting as of December 31, 2006, in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.
 
Consolidated financial statements and financial statement schedule
 
In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Calpine Corporation and its subsidiaries at December 31, 2006 and 2005, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 3 to the consolidated financial statements, the Company has suffered recurring losses from operations and on December 20, 2005, filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code, which raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
Internal control over financial reporting
 
Also, in our opinion, management’s assessment, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A, that the Company maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria. Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control — Integrated Framework issued by the COSO. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

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A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
/s/  PricewaterhouseCoopers LLP
 
Los Angeles, California
March 14, 2007

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CALPINE CORPORATION AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
 
CONSOLIDATED BALANCE SHEETS
December 31, 2006 and 2005

 	 	2006	 	 	2005	 	
 	 	(In thousands, except	 	
 	 	share and per share amounts)	 	
 		
ASSETS	
Current assets:	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	1,077,327	 	 	$	785,637	 	
Accounts receivable, net of allowance of $32,443 and $12,686	 	 	735,300	 	 	 	1,008,430	 	
Inventories	 	 	183,953	 	 	 	150,444	 	
Margin deposits and other prepaid expense	 	 	358,958	 	 	 	434,363	 	
Restricted cash, current	 	 	426,028	 	 	 	457,510	 	
Current derivative assets	 	 	151,356	 	 	 	489,499	 	
Current assets held for sale	 	 	154,174	 	 	 	39,542	 	
Other current assets	 	 	81,233	 	 	 	62,612	 	
 	 	 	 	 	 	 	 	 	
Total current assets	 	 	3,168,329	 	 	 	3,428,037	 	
 	 	 	 	 	 	 	 	 	
Property, plant and equipment, net	 	 	13,603,202	 	 	 	14,119,215	 	
Restricted cash, net of current portion	 	 	191,776	 	 	 	613,440	 	
Investments	 	 	129,311	 	 	 	83,620	 	
Long-term derivative assets	 	 	352,264	 	 	 	714,226	 	
Other assets	 	 	1,145,383	 	 	 	1,586,259	 	
 	 	 	 	 	 	 	 	 	
Total assets	 	$	18,590,265	 	 	$	20,544,797	 	

LIABILITIES & STOCKHOLDERS’ DEFICIT	
Current liabilities:	 	 	 	 	 	 	 	 	
Accounts payable	 	$	440,365	 	 	$	399,450	 	
Accrued interest payable	 	 	406,471	 	 	 	195,980	 	
Debt, current portion	 	 	4,568,834	 	 	 	5,413,937	 	
Current derivative liabilities	 	 	225,228	 	 	 	728,894	 	
Income taxes payable	 	 	98,549	 	 	 	99,073	 	
Other current liabilities	 	 	318,500	 	 	 	305,078	 	
 	 	 	 	 	 	 	 	 	
Total current liabilities	 	 	6,057,947	 	 	 	7,142,412	 	
Debt, net of current portion	 	 	3,351,627	 	 	 	2,462,462	 	
Deferred income taxes, net of current portion	 	 	490,105	 	 	 	353,386	 	
Long-term derivative liabilities	 	 	475,138	 	 	 	919,084	 	
Long-term liabilities	 	 	344,801	 	 	 	290,090	 	
 	 	 	 	 	 	 	 	 	
Total liabilities not subject to compromise	 	 	10,719,618	 	 	 	11,167,434	 	
Liabilities subject to compromise	 	 	14,757,255	 	 	 	14,610,064	 	
Commitments and contingencies (see Note 15)	 	 	—	 	 	 	—	 	
Minority interest	 	 	266,292	 	 	 	275,384	 	
Stockholders’ equity (deficit):	 	 	 	 	 	 	 	 	
Preferred stock, $.001 par value per share; authorized 10,000,000 shares; none issued and outstanding in 2006 and 2005	 	 	—	 	 	 	—	 	
Common stock, $.001 par value per share; authorized 2,000,000,000 shares; 568,764,920 issued and 529,764,920 outstanding in 2006 and 569,081,863 issued and outstanding in 2005	 	 	530	 	 	 	569	 	
Additional paid-in capital	 	 	3,270,421	 	 	 	3,265,458	 	
Additional paid-in capital, loaned shares	 	 	145,000	 	 	 	258,100	 	
Additional paid-in capital, returnable shares	 	 	(145,000	)	 	 	(258,100	)	
Accumulated deficit	 	 	(10,378,067	)	 	 	(8,613,160	)	
Accumulated other comprehensive loss	 	 	(45,784	)	 	 	(160,952	)	
 	 	 	 	 	 	 	 	 	
Total stockholders’ deficit	 	 	(7,152,900	)	 	 	(5,508,085	)	
 	 	 	 	 	 	 	 	 	
Total liabilities and stockholders’ deficit	 	$	18,590,265	 	 	$	20,544,797	 	

 
The accompanying notes are an integral part of these consolidated financial statements.

132

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CALPINE CORPORATION AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
 
CONSOLIDATED STATEMENTS OF OPERATIONS

 	 	Years Ended December 31,	 	
 	 	2006	 	 	2005	 	 	2004	 	
 	 	(In thousands except per share amounts)	 	
 		
Revenue:	 	 	 	 	 	 	 	 	 	 	 	 	
Electricity and steam revenue	 	$	5,279,989	 	 	$	6,278,840	 	 	$	5,165,347	 	
Sales of purchased power and gas for hedging and optimization	 	 	1,249,632	 	 	 	3,667,992	 	 	 	3,376,293	 	
Mark-to-market activities, net	 	 	98,983	 	 	 	11,385	 	 	 	13,404	 	
Other revenue	 	 	77,156	 	 	 	154,441	 	 	 	93,338	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenue	 	 	6,705,760	 	 	 	10,112,658	 	 	 	8,648,382	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of revenue:	 	 	 	 	 	 	 	 	 	 	 	 	
Plant operating expense	 	 	749,933	 	 	 	717,393	 	 	 	727,911	 	
Purchased power and gas expense for hedging and optimization	 	 	1,198,378	 	 	 	3,417,153	 	 	 	3,198,690	 	
Fuel expense	 	 	3,238,727	 	 	 	4,623,286	 	 	 	3,587,416	 	
Depreciation and amortization expense	 	 	470,446	 	 	 	506,441	 	 	 	446,018	 	
Operating plant impairments	 	 	52,497	 	 	 	2,412,586	 	 	 	—	 	
Operating lease expense	 	 	66,014	 	 	 	104,709	 	 	 	105,886	 	
Other cost of revenue	 	 	181,754	 	 	 	276,013	 	 	 	202,512	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total cost of revenue	 	 	5,957,749	 	 	 	12,057,581	 	 	 	8,268,433	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit (loss)	 	 	748,011	 	 	 	(1,944,923	)	 	 	379,949	 	
Equipment, development project and other impairments	 	 	64,975	 	 	 	2,117,665	 	 	 	46,894	 	
Sales, general and administrative expense	 	 	174,603	 	 	 	239,857	 	 	 	220,567	 	
Other operating expenses	 	 	36,354	 	 	 	68,834	 	 	 	60,108	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) from operations	 	 	472,079	 	 	 	(4,371,279	)	 	 	52,380	 	
Interest expense	 	 	1,262,289	 	 	 	1,397,288	 	 	 	1,095,419	 	
Interest (income)	 	 	(79,214	)	 	 	(84,226	)	 	 	(54,766	)	
Loss (income) from repurchase of various issuances of debt	 	 	18,131	 	 	 	(203,341	)	 	 	(246,949	)	
Minority interest expense	 	 	4,726	 	 	 	42,454	 	 	 	34,735	 	
Other (income) expense, net	 	 	(4,555	)	 	 	72,388	 	 	 	(121,062	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Loss before reorganization items, provision (benefit) for income taxes, discontinued operations and cumulative effect of a change in accounting principle	 	 	(729,298	)	 	 	(5,595,842	)	 	 	(654,997	)	
Reorganization items	 	 	971,956	 	 	 	5,026,510	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Loss before provision (benefit) for income taxes, discontinued operations and cumulative effect of a change in accounting principle	 	 	(1,701,254	)	 	 	(10,622,352	)	 	 	(654,997	)	
Provision (benefit) for income taxes	 	 	64,158	 	 	 	(741,398	)	 	 	(235,314	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Loss before discontinued operations and cumulative effect of a change in accounting principle	 	 	(1,765,412	)	 	 	(9,880,954	)	 	 	(419,683	)	
Discontinued operations, net of tax provision of $ — , $131,746, and $8,860	 	 	—	 	 	 	(58,254	)	 	 	177,222	 	
Cumulative effect of a change in accounting principle, net of tax	 	 	505	 	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss	 	$	(1,764,907	)	 	$	(9,939,208	)	 	$	(242,461	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic and diluted loss per common share:	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average shares of common stock outstanding	 	 	479,136	 	 	 	463,567	 	 	 	430,775	 	
Loss before discontinued operations and cumulative effect of a change in accounting principle	 	$	(3.68	)	 	$	(21.32	)	 	$	(0.97	)	
Discontinued operations, net of tax	 	 	—	 	 	 	(0.12	)	 	 	0.41	 	
Cumulative effect of a change in accounting principle, net of tax	 	 	—	 	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss	 	$	(3.68	)	 	$	(21.44	)	 	$	(0.56	)	

 
The accompanying notes are an integral part of these consolidated financial statements.

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CALPINE CORPORATION AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) AND
STOCKHOLDERS’ EQUITY (DEFICIT)
For the Years Ended December 31, 2006, 2005, and 2004

 	 	 	 	 	 	 	 	 	 	 	 	 	 	Accumulated Other	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	Comprehensive Income (Loss)	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	Retained	 	 	Net Unrealized Gain (Loss) From	 	 	Total	 	
 	 	 	 	 	 	 	 	Additional	 	 	Earnings	 	 	 	 	 	Available-	 	 	Foreign	 	 	Stockholders’	 	
 	 	Common	 	 	Treasury	 	 	Paid-in	 	 	(Accumulated	 	 	Cash Flow	 	 	for-Sale	 	 	Currency	 	 	Equity	 	
 	 	Stock	 	 	Stock	 	 	Capital	 	 	Deficit)	 	 	Hedges(1)	 	 	Investments	 	 	Translation	 	 	(Deficit)	 	
 	 	(In thousands except share amounts)	 	
 		
Balance, December 31, 2003	 	$	415	 	 	$	—	 	 	$	2,995,735	 	 	$	1,568,509	 	 	$	(130,419	)	 	$	—	 	 	$	187,013	 	 	$	4,621,253	 	
Issuance of 32,499,106 shares of common stock, net of issuance costs	 	 	33	 	 	 	—	 	 	 	130,141	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	130,174	 	
Issuance of 89,000,000 shares of loaned common stock	 	 	89	 	 	 	—	 	 	 	258,100	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	258,189	 	
Returnable shares	 	 	—	 	 	 	—	 	 	 	(258,100	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(258,100	)	
Tax benefit from stock options exercised and other	 	 	—	 	 	 	—	 	 	 	4,773	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	4,773	 	
Stock compensation expense	 	 	—	 	 	 	—	 	 	 	20,928	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	20,928	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total stockholders’ equity (deficit) before comprehensive income items	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	155,964	 	
Net loss	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(242,461	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(242,461	)	
Comprehensive pre-tax gain (loss) before reclassification adjustment	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(106,071	)	 	 	19,239	 	 	 	—	 	 	 	(86,832	)	
Reclassification adjustment for (gain) loss included in net loss	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	89,888	 	 	 	(18,281	)	 	 	—	 	 	 	71,607	 	
Income tax benefit (provision)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	6,451	 	 	 	(376	)	 	 	—	 	 	 	6,075	 	
Foreign currency translation gain	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	62,067	 	 	 	62,067	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total comprehensive (loss)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(189,544	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance, December 31, 2004	 	$	537	 	 	$	—	 	 	$	3,151,577	 	 	$	1,326,048	 	 	$	(140,151	)	 	$	582	 	 	$	249,080	 	 	$	4,587,673	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Issuance of 32,572,632 shares of common stock, net of issuance costs	 	 	32	 	 	 	—	 	 	 	97,608	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	97,640	 	
Stock compensation expense	 	 	—	 	 	 	—	 	 	 	16,273	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	16,273	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total stockholders’ equity (deficit) before comprehensive income items	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	113,913	 	
Net loss	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(9,939,208	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(9,939,208	)	
Comprehensive pre-tax (loss) before reclassification adjustment	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(435,583	)	 	 	(958	)	 	 	—	 	 	 	(436,541	)	
Reclassification adjustment for loss included in net loss	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	405,524	 	 	 	—	 	 	 	—	 	 	 	405,524	 	
Income tax benefit	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	11,483	 	 	 	376	 	 	 	—	 	 	 	11,859	 	
Foreign currency translation loss	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(251,305	)	 	 	(251,305	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total comprehensive (loss)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(10,209,671	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance, December 31, 2005	 	$	569	 	 	$	—	 	 	$	3,265,458	 	 	$	(8,613,160	)	 	$	(158,727	)	 	$	—	 	 	$	(2,225	)	 	$	(5,508,085	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Return of 39,000,000 shares of loaned common stock	 	 	—	 	 	 	(39	)	 	 	(113,061	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(113,100	)	
Returnable shares	 	 	—	 	 	 	—	 	 	 	113,100	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	113,100	 	
Stock compensation expense	 	 	—	 	 	 	—	 	 	 	4,924	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	4,924	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total stockholders’ equity (deficit) before comprehensive income items	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	4,924	 	
Net loss	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(1,764,907	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(1,764,907	)	
Comprehensive pre-tax gain before reclassification adjustment	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	32,834	 	 	 	—	 	 	 	—	 	 	 	32,834	 	
Reclassification adjustment for loss included in net loss	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	145,634	 	 	 	—	 	 	 	—	 	 	 	145,634	 	
Income tax (provision)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(63,699	)	 	 	—	 	 	 	—	 	 	 	(63,699	)	
Foreign currency translation gain	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	399	 	 	 	399	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total comprehensive (loss)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(1,649,739	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance, December 31, 2006	 	$	569	 	 	$	(39	)	 	$	3,270,421	 	 	$	(10,378,067	)	 	$	(43,958	)	 	$	—	 	 	$	(1,826	)	 	$	(7,152,900	)	

 

			
(1)		Includes AOCI from cash flow hedges held by unconsolidated investees. At December 31, 2006, 2005, and 2004, these amounts were $0, $0 and $1,698, respectively.	
 
The accompanying notes are an integral part of these consolidated financial statements.

134

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CALPINE CORPORATION AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2006, 2005, and 2004

 	 	2006	 	 	2005	 	 	2004	 	
 	 	 	 	 	(In thousands)	 	 	 	 	
 		
Cash flows from operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss	 	$	(1,764,907	)	 	$	(9,939,208	)	 	$	(242,461	)	
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	
Depreciation and amortization(1)	 	 	585,309	 	 	 	760,023	 	 	 	833,375	 	
Impairment charges	 	 	117,472	 	 	 	4,774,021	 	 	 	244,494	 	
Deferred income taxes, net	 	 	22,149	 	 	 	(609,652	)	 	 	(226,454	)	
Loss (gain) on sale of assets, excluding reorganization items	 	 	35,754	 	 	 	(326,176	)	 	 	(349,611	)	
Foreign currency transaction loss (gain)	 	 	(45	)	 	 	53,586	 	 	 	25,122	 	
Gain on settlement of notes receivable	 	 	(6,025	)	 	 	—	 	 	 	—	 	
Loss (income) on repurchase of debt	 	 	18,131	 	 	 	(203,341	)	 	 	(246,949	)	
Minority interest expense	 	 	4,726	 	 	 	42,454	 	 	 	34,735	 	
Mark-to-market activities, net	 	 	(98,983	)	 	 	(11,385	)	 	 	(13,404	)	
Non-cash derivative activities	 	 	170,788	 	 	 	36,420	 	 	 	28,147	 	
(Income) loss from unconsolidated investments	 	 	—	 	 	 	(12,280	)	 	 	9,717	 	
Distributions from unconsolidated investments	 	 	—	 	 	 	24,962	 	 	 	29,869	 	
Stock compensation expense	 	 	5,741	 	 	 	19,283	 	 	 	20,929	 	
Reorganization items	 	 	806,887	 	 	 	5,012,765	 	 	 	—	 	
Other	 	 	170	 	 	 	2,146	 	 	 	—	 	
Change in operating assets and liabilities, net of effects of acquisitions:	 	 	 	 	 	 	 	 	 	 	 	 	
Accounts receivable	 	 	111,605	 	 	 	(42,437	)	 	 	(99,447	)	
Other assets	 	 	48,739	 	 	 	(118,988	)	 	 	(214,489	)	
Accounts payable, liabilities subject to compromise and accrued expenses	 	 	18,341	 	 	 	(111,282	)	 	 	231,827	 	
Other liabilities	 	 	80,131	 	 	 	(59,272	)	 	 	(55,505	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used in) operating activities	 	 	155,983	 	 	 	(708,361	)	 	 	9,895	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash flows from investing activities:	 	 	 	 	 	 	 	 	 	 	 	 	
Purchases of property, plant and equipment	 	 	(211,501	)	 	 	(783,487	)	 	 	(1,545,480	)	
Disposals of property, plant and equipment	 	 	22,583	 	 	 	5,469	 	 	 	4,377	 	
Acquisitions, net of cash acquired	 	 	(266,846	)	 	 	—	 	 	 	(187,786	)	
Disposals of investments, power plants and other assets	 	 	252,230	 	 	 	2,097,673	 	 	 	1,147,516	 	
Advances to joint ventures	 	 	(59,000	)	 	 	—	 	 	 	(8,788	)	
Sale of collateral securities	 	 	—	 	 	 	—	 	 	 	93,963	 	
Project development costs	 	 	(1,178	)	 	 	(14,880	)	 	 	(29,308	)	
Proceeds from deferred transmission credits	 	 	24,248	 	 	 	9,499	 	 	 	—	 	
Purchases of HIGH TIDES securities	 	 	—	 	 	 	—	 	 	 	(110,592	)	
Disposal of HIGH TIDES securities	 	 	—	 	 	 	132,500	 	 	 	—	 	
Cash flows from derivatives not designated as hedges	 	 	(143,979	)	 	 	102,698	 	 	 	16,499	 	
(Increase) decrease in restricted cash	 	 	384,330	 	 	 	(535,621	)	 	 	210,762	 	
Decrease in notes receivable	 	 	13,552	 	 	 	837	 	 	 	10,235	 	
Cash effect of deconsolidation of Canadian Operations	 	 	—	 	 	 	(90,897	)	 	 	—	 	
Other	 	 	—	 	 	 	(6,334	)	 	 	(2,824	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used in) investing activities	 	 	14,439	 	 	 	917,457	 	 	 	(401,426	)	

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(DEBTOR-IN-POSSESSION)
 
CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)

 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	2006	 	 	2005	 	 	2004	 	
 	 	 	 	 	(In thousands)	 	 	 	 	
 		
Cash flows from financing activities:	 	 	 	 	 	 	 	 	 	 	 	 	
Borrowings from notes payable and lines of credit	 	$	—	 	 	$	6,289	 	 	$	101,781	 	
Repayments of notes payable and lines of credit	 	 	(179,584	)	 	 	(204,074	)	 	 	(256,141	)	
Borrowings from project financing	 	 	140,958	 	 	 	750,484	 	 	 	3,743,930	 	
Repayments of project financing	 	 	(109,688	)	 	 	(185,775	)	 	 	(3,006,374	)	
Proceeds from issuance of convertible senior notes	 	 	—	 	 	 	650,000	 	 	 	867,504	 	
Repurchases of convertible senior notes	 	 	—	 	 	 	(15	)	 	 	(834,765	)	
DIP Facility borrowings	 	 	1,150,000	 	 	 	25,000	 	 	 	—	 	
Repayments of DIP Facility	 	 	(178,500	)	 	 	—	 	 	 	—	 	
Proceeds from issuance of senior notes	 	 	—	 	 	 	—	 	 	 	878,814	 	
Repayments and repurchases of senior notes	 	 	(646,105	)	 	 	(880,063	)	 	 	(871,309	)	
Proceeds from issuance of preferred interests	 	 	—	 	 	 	865,000	 	 	 	360,000	 	
Redemptions of preferred interests	 	 	(9,480	)	 	 	(778,641	)	 	 	(97,095	)	
Repayment of convertible debentures to Calpine Capital Trust III	 	 	—	 	 	 	(517,500	)	 	 	(483,500	)	
Proceeds from Deer Park prepaid commodity contract	 	 	—	 	 	 	263,623	 	 	 	—	 	
Costs of Deer Park prepaid commodity contract	 	 	—	 	 	 	(20,315	)	 	 	—	 	
Proceeds from issuance of common stock	 	 	—	 	 	 	4	 	 	 	98	 	
Financing costs	 	 	(39,239	)	 	 	(96,966	)	 	 	(204,139	)	
Other	 	 	(7,094	)	 	 	(36,980	)	 	 	(31,752	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used in) financing activities	 	 	121,268	 	 	 	(159,929	)	 	 	167,052	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Effect of exchange rate changes on cash and cash equivalents	 	 	—	 	 	 	(181	)	 	 	16,101	 	
Net increase (decrease) in cash and cash equivalents, including discontinued operations cash	 	 	291,690	 	 	 	48,986	 	 	 	(208,378	)	
Change in discontinued operations cash classified as assets held for sale	 	 	—	 	 	 	18,628	 	 	 	(28,427	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net increase (decrease) in cash and cash equivalents	 	 	291,690	 	 	 	67,614	 	 	 	(236,805	)	
Cash and cash equivalents, beginning of period	 	 	785,637	 	 	 	718,023	 	 	 	954,828	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents, end of period	 	$	1,077,327	 	 	$	785,637	 	 	$	718,023	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash paid (received) during the period for:	 	 	 	 	 	 	 	 	 	 	 	 	
Interest, net of amounts capitalized	 	$	978,618	 	 	$	1,315,538	 	 	$	939,243	 	
Income taxes	 	$	8,899	 	 	$	26,104	 	 	$	22,877	 	
Reorganization items included in operating activities, net of cash received	 	$	120,343	 	 	$	13,744	 	 	$	—	 	
Reorganization items included in investing activities, net of cash received	 	$	(106,616	)	 	$	—	 	 	$	—	 	
Reorganization items included in financing activities, net of cash received	 	$	39,002	 	 	$	—	 	 	$	—	 	

	 	 	 	 	 	 	 	 	 	 	 	 	
 	
(1) Includes depreciation and amortization that is also recorded in sales, general and administrative expense and interest expense.	

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(DEBTOR-IN-POSSESSION)
 
CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)

 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	2006	 	 	2005	 	 	2004	 	
 	 	 	 	 	(In thousands)	 	 	 	 	

Supplemental disclosure of non-cash investing and financing activities:	 	 	 	 	 	 	 	 	 	 	 	 	
Acquisition of the Geysers property, plant and equipment assets, with offsets to operating assets	 	$	180,607	 	 	$	—	 	 	$	—	 	
Capital contribution (equipment) to Greenfield LP	 	$	27,854	 	 	$	40,698	 	 	$	—	 	
Note receivable obtained in exchange for equipment contributed to Greenfield LP	 	$	—	 	 	$	21,366	 	 	$	—	 	
Letter of credit draws under the CalGen financing, used for operating activities	 	$	71,458	 	 	$	—	 	 	$	—	 	
Letter of credit collateral draws from restricted cash, used for operating activities	 	$	32,005	 	 	$	—	 	 	$	—	 	
Letter of credit collateral draws from restricted cash, used for minority interest distributions	 	$	15,000	 	 	 	—	 	 	 	—	 	
Restricted cash used for project financing debt repayments	 	$	7,434	 	 	$	—	 	 	$	—	 	
Increase in property, plant and equipment due to consolidation of Acadia joint venture, with offsets to minority interests $(275,384) and investments $(202,966)	 	$	—	 	 	$	478,380	 	 	$	—	 	
Fair value of common stock issued to extinguish convertible notes of $94,315	 	$	—	 	 	$	85,373	 	 	$	—	 	
Asset acquired under capital lease	 	$	—	 	 	$	—	 	 	$	114,869	 	
Fair value of common stock issued (returned) in exchange for a prepaid forward purchase contract, net of cash received, offset by returnable shares	 	$	(113,100	)	 	$	—	 	 	$	258,100	 	
Fair value of common stock issued in exchange for HIGH TIDES securities of $115,000	 	$	—	 	 	$	—	 	 	$	112,482	 	
Assets acquired upon acquisition of 50% interest in the Aries Power Plant, offset by liabilities assumed $(219,964), other comprehensive income $(8,495) and cash paid $(3,700)	 	$	—	 	 	$	—	 	 	$	232,159	 	
Project financing extinguished with sale of leasehold interest in the Fox Energy Center	 	$	352,328	 	 	$	—	 	 	$	—	 	

The accompanying notes are an integral part of these consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2006, 2005, and 2004

		
1.  	Organization and Operations of the Company	
 
Calpine Corporation, a Delaware corporation, and our consolidated subsidiaries are engaged in predominantly one line of business, the generation and sale of electricity and electricity-related products, through the operation of our portfolio of power generation facilities with all of our continuing operations located in the U.S. We market electricity produced by our generating facilities to utilities and other third party purchasers. Thermal energy produced by the gas-fired power cogeneration facilities is primarily sold to industrial users. We have ownership interests in, and operate, gas-fired power generation and cogeneration facilities, geothermal power generation facilities, geothermal steam fields and gas pipelines in the U.S. Until we sold our remaining oil and gas assets in July 2005, we also had ownership interests in gas fields and gathering systems in the U.S. As a result of the sale of substantially all of our oil and gas assets, we manage and operate our business as a single segment, and, therefore, segment information is no longer presented.
 
Historically, we have had certain operations outside of the U.S. We were engaged in the generation of electricity in Canada until the Petition Date, when certain of our Canadian and other foreign subsidiaries were deconsolidated, and in the United Kingdom until the sale of Saltend in July 2005. In Mexico, we were a joint venture participant in a gas-fired power generation facility under construction, but in April 2006 we consummated the sale of our interest in the facility to our joint venture partners. Currently, we have an ownership interest in a project to construct a gas-fired power generation facility in Canada.
 
We offered combustion turbine component parts and services through our subsidiaries, TTS and PSM. In connection with our restructuring activities, we have determined that this business is not a part of our core operations and, as a result, we sold TTS in September 2006. Additionally, in March 2007, we received U.S. Bankruptcy Court approval to sell substantially all of the assets of PSM. See Note 7 for further information regarding our asset sales.
 
We are currently operating as debtors-in-possession as a result of our filings of petitions for relief under Chapter 11 of the Bankruptcy Code and for creditor protection under the CCAA in Canada. See Note 3 for further discussion.

2.  	Summary of Significant Accounting Policies	
 
Basis of Presentation and Principles of Consolidation
 
Our Consolidated Financial Statements have been prepared in accordance with GAAP and include the accounts of all majority-owned subsidiaries and variable interest entities in which we have an interest, and we are the primary beneficiary, other than our Canadian and other foreign subsidiaries discussed below. All significant intercompany transactions have been eliminated in consolidation. Investments in less-than-majority-owned companies in which we exercise significant influence over operating and financial policies are accounted for using the equity method of accounting. Accordingly, we report our equity in the net assets of these investments as a single-line item on our Consolidated Balance Sheets. Our share of net income (loss) is calculated according to our equity ownership or according to the terms of the appropriate partnership agreement. For investments where we lack both significant influence and control, we use the cost method of accounting and income is recognized when equity distributions are received.
 
As a result of our filings under Chapter 11 in the U.S. and for creditor protection under the CCAA in Canada, we deconsolidated most of our Canadian and other foreign entities as we determined that the administration of the CCAA proceedings in a jurisdiction other than that of the U.S. Debtors resulted in a loss of the elements of control necessary for consolidation. We fully impaired our investment in the Canadian and other foreign subsidiaries as of the Petition Date and now account for such investments under the cost method. Because our Consolidated Financial Statements exclude the financial statements of the Canadian Debtors, the information in this Report principally

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

describes the Chapter 11 cases and only describes the CCAA proceedings where they have a material effect on our operations or where such information provides necessary background information. We continue to work with the Canadian Debtors, the monitor appointed by the Canadian Court and the Canadian creditors for all interested parties.
 
Certain reclassifications have been made to prior periods to conform to the current year presentation.
 
Use of Estimates in Preparation of Financial Statements
 
The preparation of financial statements in conformity with GAAP in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. The most significant estimates with regard to our Consolidated Financial Statements relate to our estimate of expected allowed claims in the Chapter 11 cases, fair value measurements of derivative instruments and associated reserves, useful lives and carrying values of assets (including the carrying value of projects in development, construction, and operation) and the provision for income taxes.
 
Accounting for Reorganization
 
Our Consolidated Financial Statements have been prepared in accordance with Statement of Position 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code,” and on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, as a result of the Chapter 11 filings, such realization of assets and satisfaction of liabilities are subject to a significant number of uncertainties. Our Consolidated Financial Statements do not reflect adjustments that might be required if we (or each of the Calpine Debtors) are unable to continue as a going concern.
 
SOP 90-7 requires that financial statements, for periods subsequent to the Chapter 11 filings, distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, certain income, expenses, realized gains and losses and provisions for losses that are realized or incurred in the Chapter 11 cases are recorded in reorganization items on our Consolidated Statements of Operations. In addition, pre-petition obligations that may be impacted by the Chapter 11 cases have been classified as LSTC on our Consolidated Balance Sheets. These liabilities are reported at the amounts expected to be allowed by the U.S. Bankruptcy Court, even if they may be settled for a lesser amount. These expected allowed claims require management to estimate the likely claim amount that will be allowed by the U.S. Bankruptcy Court prior to its ruling on the individual claims. These estimates are based on assumptions of future commodity prices, reviews of claimants’ supporting material, obligations to mitigate such claims, and assessments by management and third-party advisors. We expect that our estimates, although based on the best available information, will change as the claims are resolved in the U.S. Bankruptcy Court. See Note 3 for further details regarding our reorganization items and LSTC.
 
Impairment Evaluation of Long-Lived Assets, Including Intangibles and Investments
 
We evaluate our property, plant and equipment, equity method investments, patents and specifically identifiable intangibles, when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Factors which could trigger an impairment include significant underperformance relative to historical or projected future operating results, significant changes in the manner of our use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends or a determination that a suspended project is not likely to be completed or when we conclude that it is more likely than not that an asset will be disposed of or sold.

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(DEBTOR-IN-POSSESSION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We evaluate the impairment of our operating plants by first estimating projected undiscounted pre-interest expense and pre-tax expense cash flows associated with the asset. If we conclude that it is more likely than not that an operating power plant will be sold or otherwise disposed of, we perform an evaluation of the probability-weighted expected future cash flows, giving consideration to both (i) the continued ownership and operation of the power plant, and (ii) consummating a sale transaction or other disposition. In the event such cash flows are not expected to be sufficient to recover the recorded value of the assets, the assets are written down to their estimated fair values, which are determined by the best available information which may include but not be limited to, comparable sales, discounted cash flow valuations and third party appraisals. Certain of our generating assets are located in regions with depressed demands and market spark spreads. Our forecasts generally assume that spark spreads will increase in future years in these regions as the supply and demand relationships improve. There can be no assurance that this will occur.
 
All construction and development projects are reviewed for impairment whenever there is an indication of potential reduction in fair value. Equipment assigned to such projects is not evaluated for impairment separately, as it is integral to the assumed future operations of the project to which it is assigned. If it is determined that it is no longer probable that the projects will be completed and all capitalized costs recovered through future operations, the carrying values of the projects would be written down to the recoverable value.
 
A significant portion of our overall cost of constructing a power plant is the cost of the gas turbine-generators, steam turbine-generators and related equipment (which we refer to collectively in this Note as turbines). The turbines are ordered primarily from three large manufacturers under long-term, build to order contracts. Payments are generally made over a two to four year period for each turbine. The turbine prepayments are included as a component of construction in progress if the turbines are assigned to specific projects probable of being built, and interest is capitalized on such costs. Turbines assigned to specific projects are not evaluated for impairment separately from the project as a whole. Prepayments for turbines that are not assigned to specific projects that are probable of being built are carried in other assets, and interest is not capitalized on such costs.
 
For equity and cost method investments, the book value is compared to the estimated fair value to determine if an impairment loss is required. For equity method investments, we would record a loss when the decline in value is other-than-temporary.
 
The following details impairment charges recorded during the years ended December 31, 2006, 2005 and 2004 (in thousands):

 	 	2006	 	 	2005	 	 	2004	 	
 		
Operating plant impairments	 	$	52,497	 	 	$	2,412,586	 	 	$	—	 	
Equipment, development project and other impairments	 	 	64,975	 	 	 	2,117,665	 	 	 	46,894	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total impairment charges	 	$	117,472	 	 	$	4,530,251	 	 	$	46,894	 	

 
During the year ended December 31, 2004, we recorded equipment, development project and other impairment charges primarily resulting from cancellation costs of six heat recovery steam generators and component part orders and related component part impairments.
 
As a result of our Chapter 11 filings and other factors, we concluded that impairment indicators existed at December 31, 2005, which required us to perform an impairment analysis of our various long-lived assets. We recorded operating plant impairments resulting generally from our determination that the likelihood of sale or other disposition of certain of our operating plants had increased. We recorded equipment, development project and other impairments related to development and construction projects and assets that we determined were no longer probable of being successfully completed by us, joint venture investments and certain notes receivable. While we recorded significant impairment charges for several of our operating plants and projects as of the Petition Date, we have not yet determined what actions we will take with respect to certain other operating plants or projects. Such

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(DEBTOR-IN-POSSESSION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

actions could result in additional impairment charges that could be material to our financial position or results of operations in any given period.
 
During the year ended December 31, 2006, we recorded operating plant impairment charges primarily related to operating plants that were sold during the year. Our equipment, development project and other impairment charges primarily related to certain turbine-generator equipment not assigned to projects for which we determined near-term sales were likely.
 
Fair Value of Financial Instruments
 
The carrying value of accounts receivable, marketable securities, accounts payable and other payables approximate their respective fair values due to their short maturities. See Note 8 for disclosures regarding the fair value of our debt instruments.
 
Concentrations of Credit Risk
 
Financial instruments which potentially subject us to concentrations of credit risk consist primarily of short-term cash investments, accounts receivable, notes receivable and commodity contracts. Our short-term cash investments are placed with high credit quality financial institutions. Our accounts and notes receivable are concentrated within entities engaged in the energy industry, mainly within the U.S. We generally do not require collateral for accounts receivable from end-user customers, but for trading counterparties, we evaluate the net accounts receivable, accounts payable, and fair value of commodity contracts and may require security deposits or letters of credit to be posted if exposure reaches a certain level.
 
Cash and Cash Equivalents
 
We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. The carrying amount of these instruments approximates fair value because of their short maturity.
 
We have certain project finance facilities and lease agreements that establish segregated cash accounts. These accounts have been pledged as security in favor of the lenders to such project finance facilities, and the use of certain cash balances on deposit in such accounts with our project financed securities is limited, at least temporarily, to the operations of the respective projects. At December 31, 2006 and 2005, $390.7 million and $518.1 million, respectively, of the cash and cash equivalents balance that was unrestricted was subject to such project finance facilities and lease agreements.
 
Restricted Cash
 
We are required to maintain cash balances that are restricted by provisions of certain of our debt and lease agreements or by regulatory agencies. These amounts are held by depository banks in order to comply with the contractual provisions requiring reserves for payments such as for debt service, rent, major maintenance and debt repurchases. Funds that can be used to satisfy obligations due during the next twelve months are classified as current restricted cash, with the remainder classified as non-current restricted cash. Restricted cash is generally invested in accounts earning market rates; therefore the carrying value approximates fair value. Such cash is excluded from cash and cash equivalents on our Consolidated Statements of Cash Flows.

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(DEBTOR-IN-POSSESSION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The table below represents the components of our restricted cash as of December 31, 2006 and 2005 (in thousands):

 	 	2006	 	 	2005	 	
 	 	Current	 	 	Non-Current	 	 	Total	 	 	Current	 	 	Non-Current	 	 	Total	 	
 		
Debt service	 	$	148,174	 	 	$	113,873	 	 	$	262,047	 	 	$	152,512	 	 	$	118,000	 	 	$	270,512	 	
Rent reserve	 	 	57,849	 	 	 	—	 	 	 	57,849	 	 	 	50,020	 	 	 	—	 	 	 	50,020	 	
Construction/major maintenance	 	 	83,080	 	 	 	28,196	 	 	 	111,276	 	 	 	77,448	 	 	 	36,732	 	 	 	114,180	 	
Security/project reserves	 	 	45,811	 	 	 	31,942	 	 	 	77,753	 	 	 	—	 	 	 	406,905	 	 	 	406,905	 	
Collateralized letters of credit and other credit support	 	 	28,989	 	 	 	—	 	 	 	28,989	 	 	 	148,959	 	 	 	9,327	 	 	 	158,286	 	
Other	 	 	62,125	 	 	 	17,765	 	 	 	79,890	 	 	 	28,571	 	 	 	42,476	 	 	 	71,047	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	$	426,028	 	 	$	191,776	 	 	$	617,804	 	 	$	457,510	 	 	$	613,440	 	 	$	1,070,950	 	

 
Of our restricted cash at December 31, 2006 and 2005, $348.8 million and $295.6 million, respectively, relates to the assets of the following entities, each an entity with its existence separate from us and our other subsidiaries (in millions).

 	 	2006	 	 	2005	 	
 		
PCF	 	$	182.9	 	 	$	178.1	 	
Gilroy Energy Center, LLC	 	 	52.9	 	 	 	57.0	 	
Rocky Mountain Energy Center, LLC	 	 	47.4	 	 	 	25.7	 	
Riverside Energy Center, LLC	 	 	37.3	 	 	 	29.5	 	
Calpine King City Cogen, LLC	 	 	19.0	 	 	 	4.8	 	
Metcalf Energy Center, LLC	 	 	6.9	 	 	 	—	 	
PCF III	 	 	2.3	 	 	 	0.5	 	
Calpine DP, LLC	 	 	0.1	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	
Total	 	$	348.8	 	 	$	295.6	 	

 
Accounts Receivable and Accounts Payable
 
Accounts receivable and payable represent amounts due from customers and owed to vendors. Accounts receivable are recorded at invoiced amounts, net of reserves and allowances, and do not bear interest. We use our best estimate to determine the required allowance for doubtful accounts based on a variety of factors, including the length of time receivables are past due, economic trends and conditions affecting our customer base, significant one-time events and historical write-off experience. Specific provisions are recorded for individual receivables when we become aware of a customer’s inability to meet its financial obligations. We review the adequacy of our reserves and allowances quarterly.
 
The accounts receivable and payable balances also include settled but unpaid amounts relating to hedging, balancing, optimization and trading activities of CES. Some of these receivables and payables with individual counterparties are subject to master netting agreements whereby we legally have a right of setoff and we settle the balances net. However, for balance sheet presentation purposes and to be consistent with the way we present the majority of amounts related to hedging, balancing and optimization activities on our Consolidated Statements of Operations, we present our receivables and payables on a gross basis. CES receivable balances (which comprise the majority of the accounts receivable balance at December 31, 2006) greater than 30 days past due are individually

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

reviewed for collectibility, and if deemed uncollectible, are charged off against the allowance accounts or reversed out of revenue after all means of collection have been exhausted and the potential for recovery is considered remote. We do not have any significant off balance sheet credit exposure related to our customers.
 
Counterparty Credit Risk
 
Our customer and supplier base is concentrated within the energy industry where we have exposure to trends within the energy industry, including declines in the creditworthiness of our counterparties. Currently, certain of our marketing counterparties within the energy industry have below investment grade credit ratings. Our risk control group manages counterparty credit risk and monitors our net exposure with each counterparty on a daily basis. The analysis is performed on a mark-to-market basis using the forward curves analyzed by our risk controls group. The net exposure is compared against a counterparty credit risk threshold which is determined based on each counterparty’s credit rating and evaluation of the financial statements. We utilize these thresholds to determine the need for additional collateral or restriction of activity with the counterparty. We do not currently have any significant exposure to counterparties that are not paying on a current basis.
 
Inventories
 
Inventories primarily consist of spare parts, stored gas and oil, and materials and supplies. Inventories are generally stated at the lower of cost or market value.
 
Margin Deposits
 
As of December 31, 2006 and 2005, we had margin deposits with third parties of $213.6 million and $287.5 million, respectively, to support commodity transactions. Counterparties had deposited with us $0.1 million and $27.0 million as margin deposits at December 31, 2006 and 2005, respectively.
 
Property, Plant and Equipment, Net
 
Property, plant, and equipment items are recorded at cost. We capitalize costs incurred in connection with the construction of power plants, the development of geothermal properties and the refurbishment of major turbine generator equipment. We expense annual planned maintenance. Depreciation, other than for geothermal properties, is recorded utilizing the straight-line method over the estimated original composite useful life, generally 35 years for baseload power plants, using an estimated salvage value which approximates 10%. Peaking facilities are generally depreciated over 40 years, using an estimated salvage value of 10%. Certain capital improvements associated with leased facilities may be deemed to be leasehold improvements and are amortized over the shorter of the term of the lease or the economic life of the capital improvement. Geothermal costs are amortized by the units of production method based on the estimated total productive output over the estimated useful lives of the related steam fields. Generally, upon retirement or sale of property, plant, and equipment (other than geothermal), the costs of such assets and the related accumulated depreciation are removed from our Consolidated Balance Sheets and a gain or loss is recorded as a cost of revenue or other income item. However, under the units of production method for our geothermal properties, replacement equipment is expensed when incurred and, upon retirement or sale of an entire facility, its asset base and the related accumulated depreciation are removed from our Consolidated Balance Sheets. At times, geothermal equipment that is replaced over the normal course of business may be sold at market scrap value and proceeds recorded in other income on our Consolidated Statements of Operations.
 
We hold ERCs that generally must be acquired during the permitting process for power plants in construction. ERCs are related to reductions in environmental emissions that result from some action like increasing energy efficiency, and are measured and registered in a way so that they can be bought, sold and traded. ERCs related to operating plants and plants deemed likely to be constructed are reported in property, plant and equipment. Any

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ERCs that are available for sale are reported in other assets on our Consolidated Balance Sheets. As of December 31, 2006 and 2005, the total of such ERCs in other assets was $16.8 million and $20.1 million, respectively.
 
Asset Retirement Obligation
 
We record all known asset retirement obligations for which the liability’s fair value can be reasonably estimated. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. At December 31, 2006 and 2005, our asset retirement obligation liabilities were $40.5 million and $32.8 million, respectively, primarily relating to the land leases upon which our power generation facilities are built and their requirement that the property meet specific conditions upon its return.
 
Revenue Recognition
 
We recognize revenue primarily from the sale of electric power and thermal energy, a by-product of our electric generation business. In addition, prior to the sale of our remaining oil and gas assets in July 2005 (see Note 7 for further information), we acquired and produced natural gas for our own consumption and sold oil produced to third parties. Where applicable, revenues are recognized ratably over the terms of the related contracts.
 
To protect and enhance the profit potential of our electric generation plants, we enter into electric and gas hedging, balancing and optimization activities, subject to market conditions, and we have also, from time to time, entered into contracts considered energy trading contracts. We execute these transactions primarily through the use of physical forward commodity purchases and sales and financial commodity swaps and options. With respect to our physical forward contracts, we generally act as a principal, take title to the commodities, and assume the risks and rewards of ownership. Therefore, when we do not hold these contracts for trading purposes, we record settlement of the majority of our non-trading physical forward contracts on a gross basis.
 
Further details of our revenue recognition policy are provided below.
 
Accounting for Commodity Contracts
 
Commodity contracts are evaluated to determine whether the contract should be accounted for as a lease, a derivative or an executory contract, and additionally, whether the financial statement presentation should be gross or net.
 
Leases  — Contracts accounted for as operating leases with minimum lease rentals which vary over time must be levelized. We currently levelize these contract revenues on a straight-line basis over the term of the contract. These revenues are included in electricity and steam revenue on our Consolidated Statements of Operations.
 
The total contractual future minimum lease receipts for these contracts are as follows (in thousands):

2007	 	$	145,819	 	
2008	 	 	148,199	 	
2009	 	 	150,644	 	
2010	 	 	153,112	 	
2011	 	 	155,641	 	
Thereafter	 	 	1,213,577	 	
 	 	 	 	 	
Total	 	$	1,966,992	 	

 
Derivative Instruments  — Contracts accounted for as derivatives are measured at their fair value and recorded as either assets or liabilities unless exempted from derivative treatment as a normal purchase and sale. All changes in the fair value of contracts accounted for as derivatives are recognized currently in earnings unless specific hedge

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criteria are met, which requires us to formally document, designate and assess the effectiveness of transactions that receive hedge accounting.
 
Accounting for derivatives at fair value requires us to make estimates about future prices during periods for which price quotes are not available from sources external to us. As a result, we are required to rely on internally developed price estimates when external price quotes are unavailable. We derive our future price estimates, during periods where external price quotes are unavailable, based on an extrapolation of prices from periods where external price quotes are available. We perform this extrapolation using liquid and observable market prices and extending those prices to an internally generated long-term price forecast based on a generalized equilibrium model.
 
We report the effective portion of the gain or loss on a derivative instrument designated and qualifying as a cash flow hedging instrument as a component of OCI and reclassify such gains and losses into earnings in the same period during which the hedged forecasted transaction affects earnings. The remaining gain or loss on the derivative instrument, if any, must be recognized currently in earnings. Changes in fair value of derivatives designated as fair value hedges and the corresponding changes in the fair value of the hedged risk attributable to a recognized asset, liability, or unrecognized firm commitment is recorded in earnings. If the fair value hedge is effective, the amounts recorded will offset in earnings.
 
With respect to cash flow hedges, if the forecasted transaction is no longer probable of occurring, the associated gain or loss recorded in OCI is recognized currently in earnings. In the case of fair value hedges, if the underlying asset, liability or firm commitment being hedged is disposed of or otherwise terminated, the gain or loss associated with the underlying hedged item is recognized currently in earnings. If the hedging instrument is terminated prior to the occurrence of the hedged forecasted transaction for cash flow hedges, or prior to the settlement of the hedged asset, liability or firm commitment for fair value hedges, the gain or loss associated with the hedge instrument remains deferred.
 
Where we have derivatives designated as cash flow or fair value hedges we present the cash flows from these derivatives in the same category as the item being hedged on our Statement of Cash Flows. All cash flows from other derivatives are presented in investing activities on our Statement of Cash Flows unless they contain an other-than-insignificant financing element in which case their cash flows are classified within financing activities.
 
Mark-to-market activities, net includes realized settlements of and unrealized mark-to-market gains and losses on power, gas and interest rate derivative instruments not designated as cash flow hedges, including those held for trading purposes. Gains and losses due to ineffectiveness on hedging instruments are also included in unrealized mark-to-market gains and losses. Trading activity is presented on a net basis on our Consolidated Financial Statements.
 
Executory Contracts  — Where commodity contracts do not qualify as leases or for derivative accounting treatment, the contracts are classified as executory contracts. We apply traditional accrual accounting to these contracts unless the revenue must be levelized as a result of its pricing terms in accordance with accounting standards. We currently levelize revenues over the term of the agreement for one executory contract.
 
Financial Statement Presentation  — Transactions with either of the following characteristics are presented net on our Consolidated Financial Statements: (1) transactions executed in a back-to-back buy and sale pair, primarily because of market protocols; and (2) physical power purchase and sale transactions where our power schedulers net the physical flow of the power purchase against the physical flow of the power sale (or “book out” the physical power flows) as a matter of scheduling convenience to eliminate the need to schedule actual power delivery. These book out transactions may occur with the same counterparty or between different counterparties where we have

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equal but offsetting physical purchase and delivery commitments. We netted the following amounts on our Consolidated Statements of Operations (in thousands):

 	 	Years Ended December 31,	 	
 	 	2006	 	 	2005	 	 	2004	 	
 		
Sales of purchased power for hedging and optimization	 	$	339,084	 	 	$	1,129,773	 	 	$	1,676,003	 	
Purchased power expense for hedging and optimization	 	$	339,084	 	 	$	1,129,773	 	 	$	1,676,003	 	

We present our derivative assets and liabilities on a net basis on our Consolidated Balance Sheets where our derivative instruments are subject to a netting agreement or otherwise have a legal right of setoff. We have chosen this method of presentation because it is consistent with the way related mark-to-market gains and losses on derivatives are recorded on our Consolidated Statements of Operations and within OCI.
 
Electricity and Steam Revenue
 
Electricity and steam revenue is composed of fixed capacity payments, which are not related to production, variable energy payments, which are related to production, and thermal and other revenue. Capacity revenues include, besides traditional capacity payments, other revenues such as RMR Contracts and ancillary service revenues. Thermal and other revenue consists primarily of host steam sales.
 
Other Revenue
 
Other revenue includes transmission sales revenue, O&M contract revenue, revenues from sales of combustion turbine component parts and services, engineering and construction revenue and miscellaneous revenue.
 
Plant Operating Expense
 
Plant operating expense primarily includes employee expenses, repairs and maintenance, insurance and property taxes.
 
Purchased Power and Purchased Gas Expense
 
The cost of power purchased from third parties for hedging, balancing and optimization activities is recorded as purchased power expense. We record the cost of gas purchased from third parties for the purposes of consumption in our power plants as fuel expense, while gas purchased from third parties for hedging, balancing and optimization activities is recorded as purchased gas expense for hedging and optimization. Certain hedging, balancing and optimization activities are presented net as discussed above under “Financial Statement Presentation.”
 
Income Taxes
 
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases and tax credit and NOL carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
 
We evaluate all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is needed. Future realization of the tax benefit of an existing deductible temporary difference or carryforward ultimately depends on the existence of sufficient taxable income of the appropriate character within the carryback or carryforward periods available under the tax law. A valuation

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allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of a deferred tax asset will not be realized. See Note 9 for further information regarding our income taxes.
 
The determination and calculation of income tax contingencies involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with our expectations could have a material impact on our financial condition or results of operations. We are currently under IRS examination for fiscal years 1999 through 2002. We believe we have made adequate tax payments and/or accrued adequate amounts such that the outcome of audits will have no material adverse effect on our financial statements.
 
Earnings (Loss) per Share
 
Basic earnings (loss) per share is calculated using the average actual shares outstanding during the period. Diluted earnings (loss) per share is calculated by adjusting the average actual shares outstanding by the dilutive effect of unexercised in-the-money stock options, using the treasury stock method, and assumes that convertible securities were converted into common stock upon issuance, if dilutive.
 
In accordance with applicable accounting standards, entities that have entered into a forward contract that requires physical settlement by repurchase of a fixed number of the issuer’s equity shares of common stock in exchange for cash shall exclude the common shares to be redeemed or repurchased when calculating basic and diluted EPS. Our share lending agreement does not provide for cash settlement, but rather physical settlement is required (i.e., the shares must be returned by the end of the arrangement). Consequently, the loaned shares of common stock subject to the share lending agreement are excluded from our EPS calculation. See Note 12 for a discussion of the share lending agreement.
 
Significant Customer
 
In each of 2006, 2005, and 2004, we had one significant customer that accounted for more than 10% of our annual consolidated revenues: CDWR. For the years ended December 31, 2006, 2005, and 2004, CDWR revenues were $1,129.8 million, $1,225.5 million and $1,148.0 million, respectively. Our receivables from CDWR at December 31, 2006, 2005, and 2004, were $94.8 million, $102.4 million and $98.5 million, respectively.
 
We are currently seeking to reject one of our contracts with CDWR, and have had no decision, to date, from the U.S. Bankruptcy Court concerning the matter. See Notes 3 and 15 for further discussion of our actions taken to reject this contract.
 
New Accounting Pronouncements
 
SFAS No. 123-R
 
In December 2004, FASB issued SFAS No. 123-R which requires a public company to use the fair value method of accounting for stock-based compensation. We adopted this standard as of January 1, 2006, and applied the modified prospective transition method. The modified prospective approach applies to the unvested portion of all awards granted prior to January 1, 2006, and to all prospective awards. Prior financial statements are not restated under this method.
 
SFAS No. 123-R also requires the cash flows resulting from the tax benefits that occur from estimated tax deductions in excess of the compensation cost recognized be presented as financing cash flows in the statement of cash flows. Prior to adopting this statement, we presented tax benefits from allowable deductions as operating cash flows in our Consolidated Statement of Cash Flows.
 
As we previously adopted the fair value method of accounting under SFAS No. 123 as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure” on January 1, 2003,

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the adoption of SFAS No. 123-R did not have a material impact on our results of operations, cash flows or financial position. Upon adoption as of January 1, 2006, we recorded a cumulative effect of a change in accounting principle that increased income by $0.5 million, net of tax. See Note 10 for further information.
 
FASB Interpretation No. 48
 
In June 2006, the FASB issued FIN 48. FIN 48 clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognizing, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006.
 
We will adopt FIN 48 as of January 1, 2007, as required. The cumulative effect, if any, of adopting FIN 48 will be recorded as a change to our opening accumulated deficit in the first quarter of 2007. While our evaluation of the impact of adopting FIN 48 is not complete, our analysis to date indicates that there will not be a material impact on our Consolidated Financial Statements.
 
SFAS No. 157
 
In September 2006, FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value in GAAP, and enhances disclosures about fair value measurements. SFAS No. 157 applies when other accounting pronouncements require fair value measurements; it does not require new fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, with early adoption encouraged. We are currently assessing the impact this standard will have on our results of operations, cash flows and financial position.
 
SAB No. 108
 
In September 2006, the SEC Staff issued SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” SAB No. 108 establishes a “dual approach” for quantifying the effects of financial statement errors which requires the quantification of the effect of financial statement errors on each financial statement, as well as related disclosures. SAB No. 108 permits public companies to initially adopt its provisions either by (i) restating prior financial statements as if the “dual approach” had always been applied or (ii) recording the cumulative effect of initially applying the “dual approach” as adjustments to the carrying values of assets and liabilities as of January 1, 2006, with an offsetting adjustment recorded in the opening balance of retained earnings. Public companies must begin to apply the provisions of SAB No. 108 no later than their annual financial statements for their first fiscal year ending after November 15, 2006. The application of the provisions of SAB No. 108 did not have a material impact on our results of operations, cash flows or financial position.

3.  	Chapter 11 Cases and Related Disclosures	
 
Summary of Proceedings
 
Since the Petition Date, Calpine Corporation and 273 of its wholly owned subsidiaries in the U.S. have filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court. Similarly, since the Petition Date, 12 of Calpine’s Canadian subsidiaries have filed for creditor protection under the CCAA in the Canadian Court. Certain other subsidiaries could file under Chapter 11 in the U.S. or for creditor protection under the CCAA in Canada in the future. The Chapter 11 cases are being jointly administered for procedural purposes only by the U.S. Bankruptcy Court under the case captioned In re Calpine Corporation et al., Case No. 05-60200 (BRL). With respect to the U.S. Chapter 11 cases, the Office of the U.S. Trustee has appointed two

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official committees: a committee of unsecured creditors for Calpine Corporation and a committee of equity security holders of Calpine Corporation. An ad hoc committee of second lien creditors has also been formed.
 
Our Chapter 11 and CCAA filings were preceded by the convergence of a number of factors in late 2005. Among other things, we were experiencing a tight liquidity situation due in part to our obligations to service our debt and certain of our preferred equity securities, which also imposed restrictions on our ability to raise capital through financings, asset sales or otherwise. At the same time, market spark spreads were being adversely impacted by excess capacity in certain of our energy markets, which depressed prices for energy, while prices for natural gas reached historic highs. Higher gas prices also increased our collateral support obligations to counterparties. Also, we were unsuccessful in a litigation we brought in Delaware Chancery Court against the collateral agent and trustees representing our First and Second Priority Notes regarding our use of certain sale proceeds of the sale of our oil and natural gas reserves, which resulted in our being ordered to make a cash payment to an escrow fund of more than $300 million that had been used to purchase natural gas in storage. See Note 15 for more information concerning the Delaware Chancery Court litigation and Note 7 for more information regarding the sale of our oil and natural gas reserves.
 
The Calpine Debtors are continuing to operate their business as debtors-in-possession and will continue to conduct business in the ordinary course under the protection of the Bankruptcy Courts. Generally, while a plan or plans of reorganization (with respect to the U.S. Debtors) or arrangement (with respect to the Canadian Debtors) are developed, all actions to enforce or otherwise effect repayment of liabilities preceding the Petition Date as well as all pending litigation against the Calpine Debtors are stayed while the Calpine Debtors continue their business operations as debtors-in-possession.
 
Under the Bankruptcy Code, we have the exclusive right to file and solicit acceptance of a plan or plans of reorganization for a limited period of time. On December 6, 2006, the U.S. Bankruptcy Court granted our application for an extension of the period during which we have the exclusive right to file a reorganization plan or plans from December 31, 2006 to June 20, 2007, and granted us the exclusive right until August 20, 2007, to solicit acceptance thereof in each case allowing for the maximum period of time provided by the Bankruptcy Code. The U.S. Bankruptcy Court has the power to terminate these periods prior to June 20, 2007, and August 20, 2007, respectively, and we can make no assurance that the U.S. Bankruptcy Court will not do so.
 
As a result of our Chapter 11 filings and the other matters described herein, including uncertainties related to the fact that we have not yet had time to complete and obtain confirmation of a plan or plans of reorganization, there is substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern, including our ability to meet our ongoing operational obligations, is dependent upon, among other things: (i) our ability to maintain adequate cash on hand; (ii) our ability to generate cash from operations; (iii) the cost, duration and outcome of the restructuring process; (iv) our ability to comply with the terms of our existing DIP Facility and Replacement DIP Facility and the adequate assurance provisions of the Cash Collateral Order; and (v) our ability to achieve profitability following a restructuring. These challenges are in addition to those operational and competitive challenges faced by us in connection with our business. In conjunction with our advisors, we are implementing strategies to aid our liquidity and our ability to continue as a going concern. However, there can be no assurance as to the success of such efforts.
 
On January 26, 2006, the U.S. Bankruptcy Court entered a final order approving our $2.0 billion DIP Facility. See Note 8 for further discussion. In addition, the U.S. Bankruptcy Court approved cash collateral and adequate assurance stipulations in connection with the approval of the DIP Facility, which has allowed our business activities to continue to function. As part of our “first day” and subsequent motions, we have obtained U.S. Bankruptcy Court approval to continue to pay critical vendors, meet our pre-petition and post-petition payroll obligations, maintain our cash management systems, collateralize certain of our gas supply contracts, enter into and collateralize trading contracts, pay our taxes, continue to provide employee benefits, maintain our insurance programs and implement an employee severance program, which has allowed us to continue to operate the existing business in the ordinary

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course. In addition, the U.S. Bankruptcy Court has approved certain trading notification and transfer procedures designed to allow us to restrict trading in our common stock (and related securities) and claims against the U.S. Debtors. Such restrictions could negatively impact our accumulated NOLs and other tax attributes and holders of our common stock may not be able to resell such securities and, in connection with our reorganization, may have their securities cancelled and receive no payment or other consideration in return.
 
On March 5, 2007, the U.S. Bankruptcy Court issued an opinion approving our motion to obtain a $5.0 billion Replacement DIP Facility, which, if successfully completed, will refinance the existing $2.0 billion DIP Facility as well as the approximately $2.5 billion of outstanding CalGen Secured Debt. The Replacement DIP Facility may be increased to $7.0 billion under certain circumstances, and may be converted to our exit financing once we have a confirmed plan or plans of reorganization. We expect the Replacement DIP Facility to close in late March 2007.
 
Under the Bankruptcy Code, we have the right to assume, assume and assign, or reject certain executory contracts and unexpired leases, subject to the approval of the U.S. Bankruptcy Court and certain other conditions. Parties to executory contracts or unexpired leases rejected or deemed rejected by a U.S. Debtor may file proofs of claim against that U.S. Debtor’s estate for damages and parties to executory contracts or unexpired leases that are assumed have an opportunity to assert cure amounts prior to such assumptions. Due to the ongoing evaluation of contracts for assumption or rejection and the uncertain nature of many of the potential claims for damages, we cannot project the magnitude of these potential claims at this time. We had until July 18, 2006, to assume unexpired non-residential real property leases. Absent the consent of the applicable counterparty, such leases not assumed by that date are deemed rejected (except for U.S. Debtors filing after the Petition Date, which have a commensurately longer period of time). Without an extension of time to assume, leases between U.S. Debtors and their affiliates would also have been deemed rejected if not assumed by July 18, 2006.
 
On December 21, 2005, we filed a motion with the U.S. Bankruptcy Court to reject eight PPAs and to enjoin FERC from asserting jurisdiction over the rejections. See Note 15 for further discussion of this litigation. We cannot determine at this time whether the SDNY Court, the U.S. Bankruptcy Court or FERC will ultimately determine whether we may reject any or all of the eight PPAs, or when such determination will be made. In the meantime, three of the PPAs have been terminated by the applicable counterparties, and three of the PPAs are the subject of negotiated settlements. We continue to perform under the PPAs that remain in effect, subject to any modifications agreed to by the parties and we exercised our option under one such PPA to terminate the PPA in April 2008 prior to the remaining five years of its original term.
 
On June 5, 2006, the U.S. Bankruptcy Court approved our motion to assume geothermal leases related to the Geysers Assets steam field operations and the Glass Mountain area, and the associated executory contracts, surface use agreements and site leases that allow the geothermal leases to be utilized to harness geothermal energy and operate these facilities. The geothermal leases combined with the operations at these facilities make up the core collateral for the DIP Facility.
 
In addition, we are required to obtain U.S. Bankruptcy Court approval of sales of assets, subject to certain exceptions including with respect to de minimis assets. Such sales are subject in certain cases to U.S. Bankruptcy Court approved auction procedures. See Note 7 for a discussion of our asset sales completed during 2006. We also identified for potential sale 15 turbines, comprising 14 combustion turbines and one steam turbine. We have sold 10 of such combustion turbines and one partial combustion turbine unit, as well as additional miscellaneous other assets for total gross proceeds of approximately $113.9 million.

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U.S. Debtors Condensed Combined Financial Statements
 
Condensed combined financial statements of the U.S. Debtors are set forth below.
 
Condensed Combined Balance Sheet
As of December 31, 2006 and 2005

 	 	U.S. Debtors	 	
 	 	2006	 	 	2005	 	
 	 	(In billions)	 	
 		
Assets:	 	 	 	 	 	 	 	 	
Current assets	 	$	4.8	 	 	$	5.5	 	
Restricted cash, net of current portion	 	 	—	 	 	 	0.5	 	
Investments	 	 	2.1	 	 	 	2.3	 	
Property, plant and equipment, net	 	 	7.6	 	 	 	7.2	 	
Other assets	 	 	1.3	 	 	 	1.6	 	
 	 	 	 	 	 	 	 	 	
Total assets	 	$	15.8	 	 	$	17.1	 	
 	 	 	 	 	 	 	 	 	
Liabilities not subject to compromise:	 	 	 	 	 	 	 	 	
Current liabilities	 	$	5.3	 	 	$	4.9	 	
Long-term debt	 	 	0.4	 	 	 	0.2	 	
Long-term derivative liabilities	 	 	0.4	 	 	 	0.7	 	
Other liabilities	 	 	0.4	 	 	 	0.2	 	
Liabilities subject to compromise	 	 	16.5	 	 	 	16.7	 	
Stockholders’ deficit	 	 	(7.2	)	 	 	(5.6	)	
 	 	 	 	 	 	 	 	 	
Total liabilities and stockholders’ deficit	 	$	15.8	 	 	$	17.1	 	

 
Condensed Combined Statements of Operations
For the Years Ended December 31, 2006 and 2005

 	 	U.S. Debtors	 	
 	 	2006	 	 	2005	 	
 	 	(In billions)	 	
 		
Total revenue	 	$	6.2	 	 	$	11.6	 	
Total cost of revenue	 	 	6.0	 	 	 	14.3	 	
Operating expenses	 	 	0.2	 	 	 	2.2	 	
 	 	 	 	 	 	 	 	 	
Loss from operations	 	 	—	 	 	 	(4.9	)	
Interest expense	 	 	0.8	 	 	 	1.0	 	
Other (income) expense, net	 	 	—	 	 	 	(0.1	)	
Reorganization items, net	 	 	0.9	 	 	 	5.0	 	
Provision (benefit) for income taxes	 	 	0.1	 	 	 	(0.8	)	
 	 	 	 	 	 	 	 	 	
Loss from continuing operations before discontinued operations	 	 	(1.8	)	 	 	(10.0	)	
Income from discontinued operations, net of tax	 	 	—	 	 	 	0.1	 	
 	 	 	 	 	 	 	 	 	
Net loss	 	$	(1.8	)	 	$	(9.9	)	

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Condensed Combined Statements of Cash Flows
For the Years Ended December 31, 2006 and 2005

 	 	U.S. Debtors	 	
 	 	2006	 	 	2005	 	
 	 	(In millions)	 	
 		
Net cash provided by (used in):	 	 	 	 	 	 	 	 	
Operating activities	 	$	(183.2	)	 	$	(1,520.3	)	
Investing activities	 	 	291.4	 	 	 	2,113.1	 	
Financing activities	 	 	265.2	 	 	 	(630.7	)	
Effect of exchange rate changes on cash and cash equivalents	 	 	—	 	 	 	(0.1	)	
 	 	 	 	 	 	 	 	 	
Net (decrease) increase in cash and cash equivalents	 	 	373.4	 	 	 	(38.0	)	
Cash and cash equivalents, beginning of year	 	 	443.9	 	 	 	481.9	 	
Effect on cash of new debtor filings	 	 	65.6	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	
Cash and cash equivalents, end of year	 	$	882.9	 	 	$	443.9	 	
 	 	 	 	 	 	 	 	 	
Net cash paid for reorganization items included in operating activities	 	$	120.3	 	 	$	13.8	 	
 	 	 	 	 	 	 	 	 	
Net cash received from reorganization items included in investing activities	 	$	(102.9	)	 	$	—	 	
 	 	 	 	 	 	 	 	 	
Net cash paid for reorganization items included in financing activities	 	$	39.0	 	 	$	—	 	

 
Basis of Presentation  — The U.S. Debtors’ Condensed Combined Financial Statements exclude the financial statements of the Non-U.S. Debtor parties. Transactions and balances of receivables and payables between U.S. Debtors are eliminated in consolidation. However, the U.S. Debtors’ Condensed Combined Balance Sheet includes receivables from and payables to related Non-U.S. Debtor parties. Actual settlement of these related party receivables and payables is, by historical practice, made on a net basis.
 
Interest Expense  — Interest expense related to pre-petition LSTC has been reported only to the extent that it will be paid during the pendency of the Chapter 11 cases or is permitted by the Cash Collateral Order or is expected to be an allowed claim. Contractual interest (at non-default rates) to unrelated parties on LSTC not reflected on our Consolidated Financial Statements for the year ended December 31, 2006 was approximately $273.0 million and for the period from the Petition Date through December 31, 2005 was $17.9 million. Pursuant to the Cash Collateral Order, we made periodic cash interest payments to the holders of Second Priority Debt; originally payments were made only through June 30, 2006 but, by order entered December 28, 2006, the U.S. Bankruptcy Court modified the Cash Collateral Order to provide for periodic interest payments on a quarterly basis to the holders of the Second Priority Debt through December 31, 2007. The holders of the Second Priority Debt must seek further orders from the U.S. Bankruptcy Court for any further interest to be paid.
 
Reorganization Items  — Reorganization items represent the direct and incremental costs related to our Chapter 11 cases, such as professional fees, pre-petition liability claim adjustments and losses that are probable and can be estimated, net of interest income earned on accumulated cash during the Chapter 11 process and net gains on the sale of assets related to our restructuring activities. The table below lists the significant items within this category for the years ended December 31, 2006 and 2005 (in millions).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 	 	 	 	 	 	 	 	 	
 	 	2006	 	 	2005	 	
 		
Provision for expected allowed claims	 	$	844.8	 	 	$	3,930.9	 	
Professional fees	 	 	153.3	 	 	 	36.4	 	
Net (gain) on asset sales	 	 	(105.9	)	 	 	—	 	
DIP Facility financing costs	 	 	39.0	 	 	 	—	 	
Interest (income) on accumulated cash	 	 	(24.9	)	 	 	—	 	
Impairment of investment in Canadian subsidiaries	 	 	—	 	 	 	879.1	 	
Write-off of deferred financing costs and debt discounts	 	 	—	 	 	 	148.1	 	
Other	 	 	65.7	 	 	 	32.0	 	
 	 	 	 	 	 	 	 	 	
Total reorganization items	 	$	972.0	 	 	$	5,026.5	 	

 
Provision for expected allowed claims  — Represents our estimate of the expected allowed claims related primarily to guarantees of debt and other obligations and the rejection or repudiation of leases and natural gas transportation and power transmission contracts.
 
Impairment of investment in Canadian subsidiaries  — As a result of the deconsolidation of our Canadian and other foreign subsidiaries, we evaluated our investment balances and intercompany notes receivable from these entities for impairment. We determined that our entire investment in these entities had experienced other-than-temporary decline in value and was impaired. We also concluded that all intercompany notes receivable balances from these entities were uncollectible, as the notes were unsecured. Consequently, we fully impaired these investment and receivable assets during the year ended December 31, 2005.
 
Write-off of deferred financing costs and debt discounts  — Deferred financing costs and debt discounts relate to our unsecured or potentially under secured pre-petition debt, which were reclassified to LSTC following our Chapter 11 filings.
 
Other  — Other reorganization items consist primarily of adjustments for foreign exchange rate changes on LSTC denominated in a foreign currency and governed by foreign law and employee severance costs during the year ended December 31, 2006. During 2005, these charges primarily consisted of non-cash charges related to certain interest rate swaps that no longer met the hedge criteria as a result of our payment default or expected payment default on the underlying debt instruments due to our Chapter 11 filings.
 
Chapter 11 Claims Assessment
 
The U.S. Bankruptcy Court established August 1, 2006, as the bar date for filing proofs of claim against the U.S. Debtors’ estates, other than claims against Calpine Geysers Company, L.P., one of the U.S. Debtors, as to which the bar date was October 31, 2006. Under certain limited circumstances, some creditors will be permitted to file claims after the applicable bar dates. Accordingly, it is possible that not all potential claims were filed as of the filing of this Report. The differences between amounts recorded by the U.S. Debtors and proofs of claim filed by the creditors will be investigated and resolved through the claims reconciliation process. Because of the number of creditors and claims, the claims reconciliation process may take considerable time to complete and we expect will continue after our emergence from Chapter 11.
 
Notwithstanding the foregoing, we have recognized certain charges related to expected allowed claims. The U.S. Bankruptcy Court will ultimately determine liability amounts that will be allowed for claims. As claims are resolved, or where better information becomes available and is evaluated, we will make adjustments to the liabilities recorded on our Consolidated Financial Statements as appropriate. Any such adjustments could be material to our financial position or results of operations in any given period.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Liabilities Subject to Compromise
 
The amounts of LSTC at December 31, 2006, and December 31, 2005, consisted of the following (in millions):

 	 	2006	 	 	2005	 	
 		
Provision for expected allowed claims	 	$	5,921.3	 	 	$	5,266.0	 	
Second Priority Debt	 	 	3,671.9	 	 	 	3,671.9	 	
Unsecured senior notes	 	 	1,880.0	 	 	 	1,880.0	 	
Convertible notes	 	 	1,823.5	 	 	 	1,823.5	 	
Notes payable and other liabilities — related party	 	 	1,077.2	 	 	 	1,078.0	 	
Accounts payable and accrued liabilities	 	 	383.4	 	 	 	724.2	 	
Project financing	 	 	—	 	 	 	166.5	 	
 	 	 	 	 	 	 	 	 	
Total liabilities subject to compromise(1)	 	$	14,757.3	 	 	$	14,610.1	 	

 

			
(1)		As a result of our Chapter 11 filings and the uncertainty related to the ultimate resolution of the claims, we cannot reasonably estimate the fair value of LSTC as of the balance sheet dates.	
 
Provision for expected allowed claims  — At December 31, 2005, a significant portion of the provision for expected allowed claims represented our estimate of the expected allowed claims for U.S. Debtor guarantees of debt issued by certain of our deconsolidated Canadian entities, and intercompany notes receivable balances from these entities which we determined were uncollectible. Some of the guarantee exposures are redundant; however, we determined the duplicative guarantees were probable of being allowed into the claim pool by the U.S. Bankruptcy Court, although we reserve all of our rights with respect to defending against such duplicative claims.
 
During the year ended December 31, 2006, we recorded additional expected allowed claims related primarily to our rejection of the Rumford and Tiverton power plant leases and the repudiation by CES-Canada, a Canadian Debtor, of its tolling agreement with Calgary Energy Centre. Calpine Corporation had guaranteed CES-Canada’s performance under the tolling agreement.
 
During the year ended December 31, 2006, the U.S. Debtors determined that certain gas transportation and power transmission contracts no longer provide any benefit to the U.S. Debtors or their estates. In certain instances, the U.S. Debtors have given notice to counterparties to these contracts that the U.S. Debtors will no longer accept or pay for service under such contracts. We believe that any claims resulting from the repudiation, rejection, or termination of these contracts will be treated as pre-petition general unsecured claims. Accordingly, we recorded non-cash charges in the aggregate of $445.4 million for the year ended December 31, 2006, as our current estimate of the expected allowed claims related primarily to these contracts.
 
Second Priority Debt  — We have not made, and currently do not propose to make, an affirmative determination whether our Second Priority Debt is fully secured or under secured. We do, however, believe that there is uncertainty about whether the market value of the assets collateralizing the obligations owing in respect of the Second Priority Debt is less than, equals or exceeds the amount of these obligations. Therefore, in accordance with the applicable accounting standards, we have classified the Second Priority Debt as LSTC.
 
Notes payable and other liabilities  — related party  — Prior to our deconsolidation of the majority of our Canadian and other foreign subsidiaries on the Petition Date, these liabilities were eliminated in consolidation. However, as a result of the deconsolidation, these liabilities are no longer eliminated in consolidation and are now reported as LSTC.
 
Accounts payable and accrued liabilities  — The decrease is due primarily to settling by netting accounts receivables against pre-petition payables with certain CES counterparties, where netting agreements were in place.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Project financing  — Due to the sale of the Aries Power Plant on January 16, 2007, the related outstanding indebtedness was included in debt, current portion on our Consolidated Balance Sheet at December 31, 2006. See Note 7 for further discussion of this asset sale.

4.  	Property, Plant and Equipment, Net, and Capitalized Interest	
 
As of December 31, 2006 and 2005, the components of property, plant and equipment, are as follows (in thousands):

 	 	2006	 	 	2005	 	
 		
Buildings, machinery, and equipment	 	$	13,993,057	 	 	$	14,023,358	 	
Geothermal properties	 	 	933,897	 	 	 	480,149	 	
Other	 	 	272,259	 	 	 	284,897	 	
 	 	 	 	 	 	 	 	 	
 	 	 	15,199,213	 	 	 	14,788,404	 	
Less: Accumulated depreciation	 	 	(2,252,617	)	 	 	(1,872,989	)	
 	 	 	 	 	 	 	 	 	
 	 	 	12,946,596	 	 	 	12,915,415	 	
Land	 	 	84,749	 	 	 	92,595	 	
Construction in progress	 	 	571,857	 	 	 	1,111,205	 	
 	 	 	 	 	 	 	 	 	
Property, plant and equipment, net	 	$	13,603,202	 	 	$	14,119,215	 	

 
Total depreciation expense for the years ended December 31, 2006, 2005, and 2004 was $484.2 million, $526.0 million, and $465.2 million, respectively.
 
We have various debt instruments that are collateralized by certain of our property, plant and equipment. See Note 8 for a detailed discussion of such instruments.
 
Buildings, Machinery and Equipment
 
This component primarily includes electric power plants and related equipment. Included in buildings, machinery and equipment are assets under capital leases. See Note 8 for further information regarding these assets under capital leases.
 
Geothermal Properties
 
Our subsidiary GPC acquired the Geysers Assets on February 3, 2006. Previously, GPC leased the plants from Geysers Statutory Trust (which is not an affiliate of ours) pursuant to a leveraged operating lease. The purchase price was approximately $157.6 million, plus certain costs and expenses (including an $8.0 million option payment). Immediately following the acquisition, we redeemed certain notes issued by Geysers Statutory Trust in connection with the leveraged lease structure at a cost of approximately $109.3 million. As a result of the acquisition, prepaid lease expense, net of deferred items, of $172.6 million was reclassified to property, plant and equipment, net on our Consolidated Balance Sheets.
 
Other
 
This component primarily includes oil and gas pipeline assets, software and ERCs. The gross ERC balance recorded in property, plant and equipment and included in “Other” above was $68.4 million and $69.6 million as of December 31, 2006 and 2005, respectively. Of these total balances, $30.2 million and $30.8 million related to plants in operation as of December 31, 2006 and 2005, respectively. For the years ended December 31, 2006, 2005, and 2004, depreciation expense related to ERCs was $0.8 million, $0.7 million, and $0.5 million, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Construction in Progress
 
CIP is primarily attributable to gas-fired power projects under construction including prepayments on gas and steam turbine generators and other long lead-time items of equipment for certain development projects not yet in construction. Upon commencement of plant operation, these costs are transferred to the applicable property category, generally buildings, machinery and equipment.
 
In January 2006, the Freeport Energy Center in Freeport, Texas began producing steam through the use of auxiliary boilers. In March 2006, Phase II of the Fox Energy Center in Kaukauna, Wisconsin began commercial operation. Fox Energy Center was subsequently sold in October 2006. See Note 7 for further information regarding this sale. In July 2006, Mankato Power Plant in Mankato, Minnesota began commercial operations. Accordingly, the CIP costs were transferred to the applicable property category, primarily buildings, machinery and equipment.
 
CIP, development costs in process, and unassigned equipment consisted of the following at December 31, 2006 (in thousands):

 	 	 	 	 	 	 	 	Equipment	 	 	Project	 	 	 	 	
 	 	 	 	 	 	 	 	Included in	 	 	Development	 	 	Unassigned	 	
 	 	# of Projects	 	 	CIP	 	 	CIP	 	 	Costs	 	 	Equipment	 	
 		
Projects in active construction(1)	 	 	2	 	 	$	230,173	 	 	$	93,994	 	 	$	—	 	 	$	—	 	
Projects in suspended construction(2)	 	 	3	 	 	 	263,373	 	 	 	167,447	 	 	 	—	 	 	 	—	 	
Projects in early-stage active development	 	 	1	 	 	 	66,726	 	 	 	65,000	 	 	 	11,963	 	 	 	—	 	
Projects in suspended development(2)	 	 	5	 	 	 	—	 	 	 	—	 	 	 	15,520	 	 	 	—	 	
Other capital projects	 	 	—	 	 	 	11,585	 	 	 	—	 	 	 	—	 	 	 	—	 	
Unassigned equipment	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	49,727	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total construction and development costs	 	 	 	 	 	$	571,857	 	 	$	326,441	 	 	$	27,483	 	 	$	49,727	 	

 

			
(1)		There were a total of two consolidated projects in active construction at December 31, 2006. Additionally, we had one project in active construction that is recorded in investments and not included in the table above.	
 		
(2)		We have ceased capitalization of construction, development and interest costs on certain projects which have been suspended or delayed. During the year ended December 31, 2005, we recorded impairment charges related to these suspended projects. See Note 2 for further discussion of these impairment charges.	
 
Capitalized Interest
 
For the years ended December 31, 2006, 2005, and 2004, the total amount of interest capitalized was $26.0 million, $196.1 million, and $376.1 million. The decrease in the amount of interest capitalized during the years ended December 31, 2006 and 2005, reflects the completion of construction for several power plants, the suspension of certain of our development and construction projects, and a reduction in our development and construction program in general.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

5.  	Investments	

 	 	Ownership	 	 	 	 	 	 	 	
 	 	Interest as of	 	 	Investment Balance at	 	
 	 	December 31,	 	 	December 31,	 	
 	 	2006	 	 	2006	 	 	2005	 	
 	 	 	 	 	(In thousands)	 	
 		
Greenfield Energy Centre	 	 	50	%	 	$	129,289	 	 	$	40,698	 	
Valladolid III Energy Center	 	 	—	 	 	 	—	 	 	 	42,900	 	
Other	 	 	—	 	 	 	22	 	 	 	22	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total investments in power projects	 	 	 	 	 	$	129,311	 	 	$	83,620	 	

 
Greenfield LP is the owner of a 1,005-MW combined cycle generation facility under construction in Ontario, Canada. In April 2005, Greenfield LP entered into a 20-year PPA with OPA. In November 2005, we contributed three combustion turbines and one steam turbine generator with a book value of approximately $154.1 million in exchange for a 50% interest in Greenfield LP. Mitsui contributed monetary assets to the joint venture project for the other 50% equity interest. We recorded the value of our initial investment at its implied value, resulting in a $93.1 million non-cash charge recorded to equipment, development project and other impairments during the year ended December 31, 2005. In 2006, we contributed $59.0 million in cash and three combustion generators with a book value of $27.9 million associated with the combustion gas turbines contributed in 2005. Our investment in Greenfield LP is accounted for under the equity method, and our maximum potential exposure to loss at December 31, 2006, is limited to the book value of our investment.
 
On April 18, 2006, we completed the sale of our 45% indirect equity interest in the 525-MW Valladolid project to the two remaining partners, Mitsui and Chubu, for $42.9 million, less a 10% holdback and transaction fees. Under the terms of the purchase and sale agreement, we received cash proceeds of $38.6 million at closing. The 10% holdback, plus interest, will be returned to us in one year’s time. We eliminated $87.8 million of non-recourse unconsolidated project debt, representing our 45% share of the total project debt of approximately $195.0 million. In addition, funds held in escrow for credit support of $9.4 million were released to us. We recorded to equipment, development project and other impairments $41.3 million of non-cash impairment charges for our investment in the project during the year ended December 31, 2005; accordingly, no material gain or loss was recognized on this sale.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following details our income and distributions from investments in unconsolidated power projects (in thousands):

 	 	Income (Loss) from Unconsolidated Investments in Power Projects	 	 	Distributions	 	
 	 	Years Ended December 31,	 	
 	 	2006	 	 	2005	 	 	2004	 	 	2006	 	 	2005	 	 	2004	 	
 		
Valladolid III Energy Center	 	$	—	 	 	$	(213	)	 	$	76	 	 	$	—	 	 	$	—	 	 	$	—	 	
Androscoggin Energy Center(1)	 	 	—	 	 	 	—	 	 	 	(23,566	)	 	 	—	 	 	 	—	 	 	 	—	 	
Whitby Cogeneration(2)	 	 	—	 	 	 	2,234	 	 	 	1,433	 	 	 	—	 	 	 	4,533	 	 	 	1,499	 	
Grays Ferry Power Plant	 	 	—	 	 	 	(739	)	 	 	(2,761	)	 	 	—	 	 	 	—	 	 	 	—	 	
Acadia Energy Center(3)	 	 	—	 	 	 	10,872	 	 	 	14,142	 	 	 	—	 	 	 	20,231	 	 	 	21,394	 	
Aries Power Plant(4)	 	 	—	 	 	 	—	 	 	 	(4,264	)	 	 	—	 	 	 	—	 	 	 	—	 	
Calpine Natural Gas Trust(5)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	6,127	 	
Other	 	 	—	 	 	 	(35	)	 	 	12	 	 	 	—	 	 	 	198	 	 	 	849	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	$	—	 	 	$	12,119	 	 	$	(14,928	)	 	$	—	 	 	$	24,962	 	 	$	29,869	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest income on loans to power projects(6)	 	$	—	 	 	$	—	 	 	$	840	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	$	—	 	 	$	12,119	 	 	$	(14,088	)	 	 	 	 	 	 	 	 	 	 	 	 	

 

			
(1)		As a result of AELLC’s Chapter 11 filing in November 2004, we determined that we had lost significant influence and control of the project and adopted the cost method of accounting.	
 		
(2)		As a result of the CCAA filings and resultant deconsolidation of our Canadian and other foreign subsidiaries, we adopted the cost method of accounting and fully impaired our investment as of the Petition Date.	
 		
(3)		Due to a restructuring of the CES tolling arrangement with Acadia PP in the latter half of 2005, we determined that we were the primary beneficiary and, accordingly, consolidated Acadia PP.	
 		
(4)		On March 26, 2004, we acquired the remaining 50% interest in the Aries Power Plant. See Note 7 for further information regarding the sale of this asset on January 16, 2007.	
 		
(5)		On September 2, 2004, we completed the sale of our equity investment in CNGT. See Note 7 for further information regarding this sale.	
 		
(6)		At December 31, 2005 and 2004, loans to power projects represented an outstanding loan to our 32.3% owned investment, AELLC, in the amount of $4.0 million after impairment charges and reserves. During the year ended December 31, 2006, we received a distribution from the AELLC bankruptcy estate in excess of the remaining carrying value of the loan.	
 
The debt on the books of our unconsolidated investments is not reflected on our Consolidated Balance Sheets. As of December 31, 2006, our equity method investee did not carry any debt. As of December 31, 2005, equity method investee debt was approximately $164.3 million and, based on our pro rata share of each of the investments, our share of such debt would be approximately $73.9 million. All such debt was non-recourse to us.
 
Related-Party Transactions with Unconsolidated Investments
 
We and certain of our equity and cost method affiliates have entered into various service agreements with respect to power projects. Following is a general description of each of the various agreements:
 
Power Marketing Agreement  — CES enters into standard industry contracts with CES-Canada to buy and sell power.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Gas Supply Agreement  — CES also enters into trading agreements with CES-Canada to buy and sell gas under the terms of the North American Energy Standards Board.
 
The power and gas supply contracts with CES are accounted for as either purchase and sale arrangements or as tolling arrangements. In a purchase and sale arrangement, title and risk of loss associated with the purchase of gas is transferred from CES to the project at the gas delivery point. In a tolling arrangement, title to fuel provided to the project does not transfer, and CES pays the project a capacity and variable fee based on the specific terms of the power marketing and/or gas supply agreement. CES maintains two tolling agreements with Acadia PP. The two tolling agreements are included in the amounts below through the fourth quarter of 2005 at which time we began consolidating Acadia PP. In addition to the power marketing agreements and gas supply agreements, CES enters into standard industry financial instruments with CES-Canada. The related party balances as of December 31, 2006 and 2005, reflected on our Consolidated Balance Sheets, and the related party transactions for the years ended December 31, 2006, 2005, and 2004, reflected on our Consolidated Statements of Operations, are summarized as follows (in thousands):

 	 	December 31,	 	
 	 	2006	 	 	2005	 	
 		
Accounts receivable	 	$	18,548	 	 	$	5,073	 	
Note receivable	 	 	—	 	 	 	4,037	 	
Other receivables	 	 	—	 	 	 	641	 	
Accounts payable	 	 	—	 	 	 	352	 	
Other current liabilities	 	 	—	 	 	 	24,645	 	
Liabilities subject to compromise	 	 	4,934,302	 	 	 	6,193,798	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Years Ended December 31,	 	
 	 	2006	 	 	2005	 	 	2004	 	
 		
Revenue	 	$	27,346	 	 	$	4,814	 	 	$	1,241	 	
Cost of revenue	 	 	191,754	 	 	 	79,248	 	 	 	115,008	 	
Interest expense	 	 	—	 	 	 	58	 	 	 	—	 	
Interest income	 	 	—	 	 	 	—	 	 	 	840	 	
Gain on sale of assets	 	 	—	 	 	 	—	 	 	 	6,240	 	
Reorganization items	 	 	221,241	 	 	 	4,654,202	 	 	 	—	 	

		
6.  	Other Assets	
 
As of December 31, 2006 and 2005, the components of other assets were (in thousands):

 	 	2006	 	 	2005	 	
 		
Prepaid lease, net of current portion	 	$	219,850	 	 	$	515,828	 	
Notes receivable, net of current portion	 	 	144,674	 	 	 	165,124	 	
Deferred financing costs	 	 	137,693	 	 	 	210,809	 	
Other	 	 	643,166	 	 	 	694,498	 	
 	 	 	 	 	 	 	 	 	
Other Assets	 	 	1,145,383	 	 	 	1,586,259	 	

Prepaid Lease, Net of Current Portion
 
The decrease in prepaid lease, net of current portion, between 2005 and 2006 is a result of acquiring the Geysers Assets and rejecting certain of our leases related to the Rumford and Tiverton power plants. As a result of

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the Geysers Assets acquisition, prepaid lease expense, net of deferred items, of $172.6 million was reclassified to property, plant and equipment, net on our Consolidated Balance Sheet. See Note 4 for more information on this acquisition. As a result of rejection of the Rumford and Tiverton power plant leases, we wrote off $135.7 million of prepaid lease expense. See Note 3 for more information on the rejection of these leases.
 
Notes Receivable, Net of Current Portion
 
Included in notes receivable, net of current portion, is $139.7 million of secured financing for notes that we sold to a group of institutional investors. These notes resulted from the restructuring of a PPA between Gilroy and PG&E and were scheduled to be paid by PG&E during the period from February 2003 to September 2014. On December 4, 2003, we announced that we had sold our right to receive payments from PG&E under the notes for $133.4 million in cash. We recorded the transaction as a secured financing, with a note payable of $133.4 million. The receivable balance and note payable balance are both reduced as PG&E makes payments to the buyers of the Gilroy notes issued by PG&E. The $24.1 million difference between the $157.5 million book value of the Gilroy notes at the transaction date and the $133.4 million cash received is recognized as additional interest expense over the repayment term. We will continue to record interest income over the repayment term and interest expense will be accreted on the amortizing note payable balance. Pursuant to the applicable transaction agreements, each of Gilroy and Gilroy 1, the general partner of Gilroy, has been established as an entity with its existence separate from us and other subsidiaries of ours. We consolidate these entities.
 
At December 31, 2006 and 2005, we had reserves for notes receivable of $35.6 million and $31.8 million, respectively, and we had reserves for interest and notes receivable with related party Canadian and other foreign subsidiaries of $226.8 million and $228.0 million, respectively.
 
Deferred Financing Costs
 
Deferred financing costs relate to certain of our debt instruments, which are considered not subject to compromise. See Note 8 for further discussion of these debt instruments.

7.  	Asset Sales	
 
2004
 
On January 15, 2004, we completed the sale of our 50% undivided interest in the 545-MW Lost Pines 1 Power Project to GenTex Power Corporation, an affiliate of the LCRA. Under the terms of the agreement, we received a cash payment of $148.6 million and recorded a pre-tax gain of $35.3 million. In addition, CES entered into a tolling agreement with LCRA providing CES the option to purchase 250 MW of electricity through December 31, 2004. The results of operations for periods prior to the date of sale were reclassified to discontinued operations.
 
On September 1, 2004, we along with our subsidiary CNGLP, completed the sale of our Rocky Mountain oil and gas assets, which were primarily concentrated in two geographic areas: the Colorado Piceance Basin and the New Mexico San Juan Basin. Together, these assets represented approximately 120 Bcfe of proved gas reserves, producing approximately 16.3 MMcfe per day of gas. Under the terms of the agreement we received net cash payments of approximately $218.7 million, and recorded a pre-tax gain of approximately $103.7 million. The results of operations for periods prior to the date of sale were reclassified to discontinued operations.
 
In connection with the sale of the Rocky Mountain gas reserves, the New Mexico San Juan Basin sales agreement allows for the buyer and us to execute a ten-year gas purchase agreement for 100% of the underlying gas production of sold reserves, at market index prices. Any agreement would be subject to mutually agreeable collateral requirements and other customary terms and provisions.

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On September 2, 2004, we completed the sale of our Canadian oil and gas assets. These Canadian assets represented approximately 221 Bcfe of proved reserves, producing approximately 61 MMcfe per day. Included in this sale was our 25% interest in approximately 80 Bcfe of proved reserves (net of royalties) and 32 MMcfe per day of production owned by the CNGT. Our 25% equity method investment in the CNGT was considered part of the larger disposal group (i.e., assets to be disposed of together as a group in a single transaction to the same buyer), and therefore evaluated and accounted for as discontinued operations. Under the terms of the agreement, we received cash payments of approximately Cdn$808.1 million, or approximately US$626.4 million. We recorded a pre-tax gain of approximately $104.5 million on the sale of these Canadian assets net of $20.1 million in foreign exchange losses recorded in connection with the settlement of forward contracts entered into to preserve the US dollar value of the Canadian proceeds. The results of operations for periods prior to the date of sale were reclassified to discontinued operations.
 
In connection with the sale of our Canadian oil and gas assets, we entered into a seven-year gas purchase agreement beginning on March 31, 2005, and expiring on October 31, 2011, that allows, but does not require, us to purchase gas from the buyer at current market index prices. The agreement is not asset specific and can be settled by any production that the buyer has available.
 
We believe that all final terms of the post-sale gas purchase agreements described above are on a market value and arm’s length basis. If we elect in the future to exercise a call option over production from the disposed components, we will consider the call obligation to have been met as if the actual production delivered to us under the call was from assets other than those constituting the disposed components.
 
2005
 
On July 7, 2005, we completed the sale of substantially all of our remaining oil and gas assets to Rosetta for $1.05 billion, less approximately $60 million of estimated transaction fees and expenses. We recorded a pre-tax gain of approximately $340.1 million, which is reflected in discontinued operations in the year ended December 31, 2005. Approximately $75 million of the purchase price is being withheld pending the transfer of certain properties with a book value as of December 31, 2005 of approximately $39 million. The results of operations for periods prior to the date of sale were reclassified to discontinued operations.
 
In connection with the sale of the oil and gas assets to Rosetta, we entered into a post-sale gas purchase agreement with Rosetta, expiring on December 31, 2009, for 100% of the production of the Sacramento basin assets, which represent approximately 44% of the reserve assets sold to Rosetta. We will pay the prevailing current market index price for all gas purchased under the agreement. We believe the post-sale gas purchase agreement was negotiated on an arm’s length basis and represents fair value for the production. Therefore, the post-sale gas purchase agreement does not provide us with significant influence over Rosetta’s ability to realize the economic risks and rewards of owning the assets.
 
On July 28, 2005, we completed the sale of our 1,200-MW Saltend Energy Centre for approximately $862.9 million, $14.5 million of which related to estimated working capital adjustments. We recorded a pre-tax gain in 2005 of approximately $22.2 million, which is reflected in discontinued operations, as a result of the disposal. See Note 15 for a discussion of the litigation brought by certain bondholders concerning the use of proceeds from the sale of Saltend. The results of operations for periods prior to the date of sale were reclassified to discontinued operations.
 
On August 2, 2005, we completed the sale of our interest in the 156-MW Morris Energy Center in Illinois for $84.5 million. We had previously determined that the facility was impaired at June 30, 2005. We recorded an impairment charge of $106.2 million upon our commitment to a plan of divesture of the facility and based on the difference between the estimated sale price and the facility’s book value. This charge was reclassified to discontinued operations once the sale had closed. We also recorded a pre-tax loss on the sale of $0.4 million,

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which is reflected in discontinued operations. The results of operations for periods prior to the date of sale were reclassified to discontinued operations.
 
On October 6, 2005, we completed the sale of our 561-MW Ontelaunee Energy Center in Pennsylvania for $212.3 million. We recorded an impairment charge of $137.1 million for the difference between the estimated sale price of the facility (less estimated selling costs) and its book value upon our commitment to a plan of divesture of the facility. This charge is reflected in discontinued operations as of December 31, 2005. The results of operations for periods prior to the date of sale were reclassified to discontinued operations.
 
In connection with the sale of Ontelaunee, we entered into a ten-year LTSA with the buyer, under which we were to provide major maintenance services and parts supply for the significant equipment of the facility, and a five-year O&M agreement under which we were to provide services related to the day-to-day operations and maintenance of the facility. Pricing of the LTSA and O&M service contracts was based on actual cost plus a margin. During 2006, we rejected the LTSA and we assumed and assigned the O&M contract to a third party in our Chapter 11 cases and no longer perform under these contracts. We also entered into a six-month ESA under which CES provided power management, fuel management, risk management, and other services related to the Ontelaunee facility. The ESA could be renewed after six months upon the mutual agreement of the parties but has subsequently expired. Under the terms of the ESA, CES functioned in an agency role and had no delivery or price risk and had no economic risk or reward of ownership in the operations of the Ontelaunee facility. The gross cash flows associated with the LTSA, O&M and ESA agreements were insignificant to us and were considered indirect cash flows under the applicable accounting standards. Also, we had no significant continuing involvement in the financial and economic decision making of the disposed facility.
 
2006
 
On September 28, 2006, our indirect wholly owned subsidiary, Calpine European Finance LLC, completed the sale of its entire equity interest in its wholly owned subsidiary TTS to Ansaldo Energia S.p.A for Euro 18.5 million or US$23.5 million (at then-current exchange rates). Both Calpine European Finance LLC and TTS were deconsolidated for accounting purposes as a result of the CCAA filings. The proceeds of the sale have been deposited in an escrow account to be ultimately divided among Calpine, PSM, and CCRC (a Canadian Debtor), based primarily on accounts receivable from TTS and certain other intercompany obligations. Our investment in TTS has been accounted for under the cost method since the Petition Date, but for all periods prior to the Petition Date, the results of operations were included in our continuing operations.
 
On October 1, 2006, we completed the sale of the Dighton Power Plant, a 170-MW natural gas-fired facility located in Dighton, Massachusetts to BG North America, LLC for $89.8 million after completing an auction process in the U.S. Bankruptcy Court. We recorded a pre-tax gain of approximately $87.3 million. This asset sale did not meet the criteria for discontinued operations due to our continuing involvement in the market in which the Dighton Power Plant operates and therefore, the results of operations for all periods prior to sale are included in our continuing operations.
 
On October 2, 2006, we completed the sale of a partial ownership interest in Russell City Energy Company, LLC, the owner of the Russell City Energy Center, which is a proposed 600-MW natural gas-fired facility to be built in Hayward, California, to ASC after completing an auction process in the U.S. Bankruptcy Court. As part of the transaction, we received approval from the U.S. Bankruptcy Court to transfer the Russell City project assets, which the parties have agreed are valued at approximately $81 million, to a newly formed entity in which we have a 65% ownership interest and ASC has a 35% ownership interest. In exchange for its 35% ownership interest, ASC has agreed to provide approximately $44 million of capital funding and to post an approximately $37 million letter of credit as required under a PPA with PG&E related to the Russell City project. We have the right to reacquire ASC’s 35% interest during the period beginning on the second anniversary and ending on the fifth anniversary of commercial operations of the facility. Exercise of the buyout right requires 180 days prior written notice to ASC and

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payment of an amount necessary to yield a stipulated pre-tax internal rate of return to ASC, calculated using assumptions specified in the transaction agreements.
 
On October 11, 2006, we completed the sale of our leasehold interest in the Fox Energy Center, a 560-MW natural gas-fired facility located in Kaukauna, Wisconsin, for $16.3 million in cash and the extinguishment of financing obligations of $352.3 million, plus accrued interest. We recorded a pre-tax gain of approximately $1.6 million. This asset sale did not meet the criteria for discontinued operations due to our continuing involvement in the market in which the Fox Energy Center operates and therefore, the results of operations for all periods prior to sale are included in our continuing operations.
 
On January 16, 2007, we completed the sale of the Aries Power Plant, a 590-MW natural gas-fired facility in Pleasant Hill, Missouri, to Dogwood Energy LLC, an affiliate of Kelson Holdings, LLC, for $233.6 million plus certain per diem expenses of the Company for running the facility after December 21, 2006, through the closing of the sale. We recorded a pre-tax gain of approximately $77.1 million during the first quarter of 2007 related to the sale. As part of the sale we were also required to use a portion of the proceeds received to repay approximately $159.1 million principal amount of financing obligations, $7.6 million in accrued interest, $11.4 million in accrued swap liabilities and $14.3 million in debt pre-payment and make whole premium fees to our project lenders. At December 31, 2006, assets of the Aries Power Plant are included in current assets held for sale on our Consolidated Balance Sheet.
 
On February 21, 2007, we completed the sale of substantially all of the assets of the Goldendale Energy Center, a 247-MW natural gas-fired combined-cycle power plant located in Goldendale, Washington, to Puget Sound Energy LLC for approximately $120 million, plus the assumption by Puget Sound of certain liabilities. We expect to record a pre-tax gain of approximately $30 million during the first quarter of 2007.
 
On March 7, 2007, the U.S. Bankruptcy Court approved the sale of substantially all of the assets of PSM, a designer, manufacturer and marketer of turbine and combustion components, to Alstom Power Inc. for approximately $242 million, plus the assumption by Alstom Power Inc. of certain liabilities. The transaction is expected to close during the first quarter of 2007, subject to any additional conditions including receipt of any required regulatory approvals.
 
Assets Held for Sale
 
While we had entered into an asset sales agreement for substantially all of the assets of the Goldendale Energy Center subject to a U.S. Bankruptcy Court approved auction process, we had not received U.S. Bankruptcy Court approval of the final sale at December 31, 2006. Therefore, the assets and liabilities of the Goldendale Energy Center were classified as held and used at December 31, 2006. Our current assets held for sale at December 31, 2006, include the assets of the Aries Power Plant. The carrying amounts of the major classes of assets held for sale are as follows (in thousands):

 	 	December 31,	 	
 	 	2006	 	
 		
Assets:	 	 	 	 	
Inventories	 	$	226	 	
Property, plant and equipment	 	 	153,948	 	
 	 	 	 	 	
Total current assets held for sale	 	$	154,174	 	

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Discontinued Operations
 
None of our asset sales in 2006 met the criteria for treatment as discontinued operations. The table below presents significant components of our income (loss) from discontinued operations for the years ended December 31, 2005 and 2004, respectively (in thousands):

 	 	2005	 	 	2004	 	
 		
Total revenue	 	$	394,925	 	 	$	616,598	 	
 	 	 	 	 	 	 	 	 	
Gain on disposal before taxes	 	$	358,431	 	 	$	243,499	 	
Operating loss from discontinued operations before taxes	 	 	(284,939	)	 	 	(57,417	)	
 	 	 	 	 	 	 	 	 	
Income from discontinued operations before taxes	 	$	73,492	 	 	$	186,082	 	
Income tax provision	 	 	131,746	 	 	 	8,860	 	
 	 	 	 	 	 	 	 	 	
(Loss) income from discontinued operations, net of tax	 	$	(58,254	)	 	$	177,222	 	

 
We allocate interest to discontinued operations in accordance with applicable accounting standards. We include interest expense on debt which is required to be repaid as a result of a disposal transaction in discontinued operations. Additionally, other interest expense that cannot be attributed to our other operations is allocated based on the ratio of net assets to be sold less debt that is required to be paid as a result of the disposal transaction to the sum of our total net assets plus our consolidated debt, excluding (i) debt of the discontinued operation that will be assumed by the buyer, (ii) debt that is required to be paid as a result of the disposal transaction and (iii) debt that can be directly attributed to our other operations.

 	 	Years Ended December 31,	 	
Interest Expense Allocation	 	2005	 	 	2004	 	
 	 	(In thousands)	 	
 		
Saltend Energy Centre	 	$	45,080	 	 	$	14,613	 	
Ontelaunee Energy Center	 	 	12,264	 	 	 	13,304	 	
Morris Energy Center and Lost Pines	 	 	3,662	 	 	 	7,295	 	
Canadian and Rockies oil and gas assets	 	 	—	 	 	 	17,893	 	
Remaining oil and gas assets	 	 	10,295	 	 	 	8,518	 	
 	 	 	 	 	 	 	 	 	
Total	 	$	71,301	 	 	$	61,623	 	

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8.  	Debt	
 
Long-term debt at December 31, 2006 and 2005, was as follows:

 	 	2006	 	 	2005	 	
 	 	(In thousands)	 	
 		
DIP Facility	 	$	996,500	 	 	$	25,000	 	
CalGen financing	 	 	2,511,290	 	 	 	2,437,982	 	
Construction/project financing	 	 	2,203,489	 	 	 	2,361,025	 	
CCFC financing	 	 	782,275	 	 	 	784,513	 	
Preferred interests	 	 	583,415	 	 	 	592,896	 	
Notes payable and other borrowings	 	 	563,585	 	 	 	746,574	 	
Capital lease obligations	 	 	279,907	 	 	 	286,757	 	
First Priority Notes	 	 	—	 	 	 	641,652	 	
 	 	 	 	 	 	 	 	 	
Total debt (not subject to compromise)	 	 	7,920,461	 	 	 	7,876,399	 	
Less: Amounts reclassified to debt, current portion(1)	 	 	3,050,650	 	 	 	5,125,302	 	
Less: Current maturities	 	 	1,518,184	 	 	 	288,635	 	
 	 	 	 	 	 	 	 	 	
Debt (not subject to compromise), net of current portion	 	$	3,351,627	 	 	$	2,462,462	 	

 

			
(1)		Reclassification resulted from the Chapter 11 filings, which constituted events of default or otherwise triggered repayment obligations for the Calpine Debtors and certain Non-Debtor entities. See “— Debt, Lease and Indenture Covenant Compliance” below for further discussion. The decrease in 2006 is due primarily to the repurchase of the First Priority Notes, an amendment to the CCFC indenture and credit agreement providing a permanent waiver of all defaults resulting from the Chapter 11 filings, and the extinguishment of debt in connection with the sale of Fox Energy Center.	
 
Annual Debt Maturities
 
Contractual annual principal repayments or maturities of debt instruments not subject to compromise, as of December 31, 2006, are as follows (in thousands):

2007	 	$	1,519,512	 	
2008	 	 	236,656	 	
2009	 	 	1,428,323	 	
2010	 	 	1,252,014	 	
2011	 	 	2,668,572	 	
Thereafter	 	 	860,852	 	
 	 	 	 	 	
Total debt	 	 	7,965,929	 	
(Discount)/Premium	 	 	(45,468	)	
 	 	 	 	 	
Total	 	$	7,920,461	 	

 
Debt Extinguishments  — During 2006, we repurchased $646.1 million aggregate remaining outstanding principal amount of First Priority Notes. During 2005, we repurchased $917.1 million principal amount of senior notes, $94.3 million principal amount of convertible senior notes and $115.0 million principal amount of HIGH TIDES III. During 2004, we repurchased $743.4 million principal amount of senior notes, $925.0 million principal amount of convertible senior notes and $152.5 million principal amount of HIGH TIDES I and II. In

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connection with these extinguishments, we recorded a net pre-tax loss of $18.1 million for the year ended December 31, 2006, and net pre-tax gains of $203.3 million and $246.9 million for the years ended December 31, 2005 and 2004, respectively.
 
DIP Facility
 
On January 26, 2006, the U.S. Bankruptcy Court entered a final order approving the $2.0 billion DIP Facility consisting of a $1.0 billion revolving credit facility priced at LIBOR plus 225 basis points or base rate plus 125 basis points, a $400 million first priority term loan priced at LIBOR plus 225 basis points or base rate plus 125 basis points and a $600 million second priority term loan priced at LIBOR plus 400 basis points or base rate plus 300 basis points. Commitments for letters of credit of $375 million and swingline loans of $10 million can be drawn against the revolving credit facility. The DIP Facility is collateralized by first priority liens on all of the unencumbered assets of the U.S. Debtors, including the Geysers Assets, and junior liens on all of their encumbered assets. The proceeds of borrowings and letters of credit issued under the DIP Facility’s revolving credit facility are permitted to be used, among other things, for working capital and other general corporate purposes. The effective interest rates of the DIP Facility’s revolving credit facility, first priority term loan, and second priority term loan at December 31, 2006, after amortization of deferred financing costs, were 7.2%, 7.5%, and 9.2%, respectively, for the year ended December 31, 2006.
 
The DIP Facility has been amended several times. On May 3, 2006, the DIP Facility was amended to, among other things, provide us with extensions of time to provide certain financial information to the DIP Facility lenders, including financial statements for the year ended December 31, 2005, and for the quarter ended March 31, 2006. Also in May 2006, the DIP Facility lenders consented to the use of borrowings under the DIP Facility to repay a portion of the First Priority Notes in accordance with the orders of the U.S. Bankruptcy Court. On September 25, 2006, the DIP Facility was amended to, among other things, increase the portion of the revolving credit facility that may be used for letters of credit to $375 million from $300 million (to allow for $75 million to be issued on behalf of Non-Debtors). On December 20, 2006, the DIP Facility was further amended to, among other things, (i) implement various provisions of the agreed-upon order amending the Cash Collateral Order, including allowing for certain liens in favor of CalGen, (ii) allow adequate protection payments to holders of Second Priority Debt totaling approximately $466 million for 2006 and 2007 and (iii) eliminate the provision that reduces the DIP revolver commitment from $1 billion to $750 million based on certain asset sale mechanics.
 
On March 5, 2007, the U.S. Bankruptcy Court issued an opinion approving our refinancing motion to obtain a $5.0 billion Replacement DIP Facility to refinance the existing $2.0 billion DIP Facility and repay the approximately $2.5 billion of CalGen Secured Debt. The Replacement DIP Facility consists of a $4.0 billion senior secured term loan, a $1.0 billion senior secured revolving credit facility, with interest rates that shall be based on the ratings of the Replacement DIP Facility on the closing date. The Replacement DIP Facility also has a $2.0 billion incremental term facility, and a rollover option that allows, but does not obligate, us to convert the Replacement DIP Facility into exit financing. In addition, under the Replacement DIP Facility, the U.S. Debtors have the ability to provide liens to counterparties to secure indebtedness in respect of any commodity hedging agreement. The Replacement DIP Facility is expected to close in late March 2007.
 
To effectuate the repayment of the CalGen Secured Debt, the U.S. Debtors requested in the refinancing motion that the U.S. Bankruptcy Court allow the U.S. Debtors’ limited objection to claims filed by the holders of the CalGen Secured Debt. The U.S. Bankruptcy Court granted the U.S. Debtors’ limited objection in part, finding that the CalGen Secured Debt lenders were not entitled to a secured claim for a prepayment premium under the CalGen loan documents. However, the U.S. Bankruptcy Court granted the CalGen Secured Debt lenders an unsecured claim for damages for U.S. Debtors’ repayment during a period when the loan documents prohibit such repayment. Specifically, the U.S. Bankruptcy Court held that (i) the holders of the CalGen First Lien Debt are entitled to damages in the amount of 2.5% of the outstanding principal, (ii) the holders of the CalGen Second Lien Debt are

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entitled to damages in the amount of 3.5% of the outstanding principal, and (iii) the holders of the CalGen Third Lien Debt are entitled to damages in the amount of 3.5% of the outstanding principal. Although the CalGen Secured Debt lenders are also seeking interest on their claims at the default rate, the U.S. Bankruptcy Court concluded that a decision on default interest would be premature at this time.
 
Prior to the U.S. Bankruptcy Court’s ruling, the U.S. Debtors were able to resolve consensually two objections to the refinancing motion: the objection of the Second Lien Committee; and the limited objection of The Bank of Nova Scotia. First, the U.S. Debtors, along with the Creditors’ Committee, the Equity Committee and the lenders for the Replacement DIP Facility, successfully negotiated a stipulation with the Second Lien Committee providing for certain modifications to the Replacement DIP Facility agreement and the Cash Collateral Order. Although the U.S. Bankruptcy Court approved the stipulation on March 1, 2007, the effectiveness of the stipulation remains subject to the closing of the Replacement DIP Facility. Once the stipulation is effective, the objection of the Second Lien Committee will be deemed withdrawn. Second, the U.S. Debtors have agreed to pay to The Bank of Nova Scotia, as administrative agent for the CalGen First Priority Revolving Loans, 50% of the incremental interest that has accrued through the repayment date at the default rate set forth in the applicable credit agreement. The additional interest payable to The Bank of Nova Scotia constitutes an allowed pre-petition secured claim against CalGen. The terms of the parties’ settlement are incorporated into the U.S. Debtors’ proposed refinancing order.
 
As of December 31, 2006, $82.5 million of letters of credit were issued against the revolving credit facility.
 
CalGen Financing
 
The components of the CalGen financing are (dollars in thousands):

 	 	Outstanding at	 	 	 	 	
 	 	December 31,	 	 	Effective Interest Rates	 	
 	 	2006	 	 	2005	 	 	2006	 	 	2005	 	
 		
First Priority Secured Floating Rate Notes Due 2009	 	$	235,000	 	 	$	235,000	 	 	 	9.2	%	 	 	7.5	%	
Second Priority Secured Floating Rate Notes Due 2010	 	 	634,839	 	 	 	633,239	 	 	 	11.4	 	 	 	9.7	 	
Third Priority Secured Floating Rate Notes Due 2011	 	 	680,000	 	 	 	680,000	 	 	 	14.3	 	 	 	12.6	 	
Third Priority Secured Fixed Rate Notes Due 2011	 	 	150,000	 	 	 	150,000	 	 	 	11.8	 	 	 	11.8	 	
First Priority Secured Term Loans Due 2009	 	 	600,000	 	 	 	600,000	 	 	 	9.2	 	 	 	7.6	 	
Second Priority Secured Term Loans Due 2010	 	 	99,193	 	 	 	98,944	 	 	 	11.4	 	 	 	9.8	 	
First Priority Secured Revolving Loans	 	 	112,258	 	 	 	40,799	 	 	 	11.4	 	 	 	14.6	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total CalGen financing	 	$	2,511,290	 	 	$	2,437,982	 	 	 	 	 	 	 	 	 	

 
At December 31, 2006 and 2005, $40.7 million and $158.3 million of letters of credit were issued against the revolving loans.
 
The CalGen Secured Debt is collateralized through a combination of pledges of the equity interests in CalGen and its first tier subsidiary, CalGen Expansion Company, liens on the assets of 13 of CalGen’s 14 power generating facilities (all of CalGen’s facilities other than its Goldendale facility which was sold in February 2007) and related assets located throughout the U.S. The CalGen Secured Debt holders’ recourse is limited to such collateral, and none of the indebtedness is guaranteed by us.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Construction/Project Financing

 	 	Outstanding at December 31,	 	 	Effective Interest Rates	 	
Projects	 	2006	 	 	2005	 	 	2006	 	 	2005	 	
 	 	(In thousands)	 	 	 	 	 	 	 	
 		
Pasadena Cogeneration, L.P. due 2048	 	$	275,562	 	 	$	282,222	 	 	 	8.7	%	 	 	8.7	%	
Broad River Energy LLC due 2041	 	 	253,094	 	 	 	265,217	 	 	 	8.1	 	 	 	8.1	 	
Bethpage Energy Center 3, LLC due 2020-2025(1)	 	 	119,530	 	 	 	123,147	 	 	 	7.0	 	 	 	7.0	 	
Gilroy Energy Center, LLC due 2011	 	 	183,766	 	 	 	223,218	 	 	 	6.9	 	 	 	7.4	 	
Blue Spruce Energy Center, LLC due 2018	 	 	59,645	 	 	 	96,395	 	 	 	13.1	 	 	 	10.6	 	
Riverside Energy Center, LLC due 2011	 	 	351,608	 	 	 	355,293	 	 	 	9.3	 	 	 	9.4	 	
Rocky Mountain Energy Center, LLC due 2011	 	 	242,921	 	 	 	245,872	 	 	 	9.0	 	 	 	9.9	 	
Calpine Fox LLC(2)	 	 	—	 	 	 	347,828	 	 	 	8.4	 	 	 	8.8	 	
Metcalf Energy Center, LLC due 2010	 	 	100,000	 	 	 	100,000	 	 	 	9.1	 	 	 	7.4	 	
Mankato Energy Center, LLC due 2011	 	 	215,000	 	 	 	151,230	 	 	 	6.8	 	 	 	6.5	 	
Freeport Energy Center, LP due 2011	 	 	236,291	 	 	 	163,603	 	 	 	7.3	 	 	 	5.9	 	
MEP Pleasant Hill, LLC(3)	 	 	159,072	 	 	 	—	 	 	 	12.1	 	 	 	12.5	 	
Otay Mesa Energy Center — Ground Lease	 	 	7,000	 	 	 	7,000	 	 	 	12.9	 	 	 	12.9	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	$	2,203,489	 	 	$	2,361,025	 	 	 	 	 	 	 	 	 	

 

			
(1)		Represents a weighted average of first and second lien loans.	
 		
(2)		We sold our interest in the Fox Energy Center during 2006. See Note 7 for further discussion.	
 		
(3)		We sold our interest in the Aries Power Plant on January 16, 2007. See Note 7 for further discussion. The related debt was classified as LSTC at December 31, 2005.	
 
Our construction/project financings are collateralized solely by the capital stock or partnership interests, physical assets, contracts and/or cash flow attributable to the entities that own the facilities. The lenders recourse under these project financings is limited to such collateral. See Note 15 for a discussion of project financings guaranteed by us.
 
At December 31, 2006 and 2005, $109.2 million and $60.0 million of letters of credit were issued against these project financing facilities.
 
CCFC Financing
 
The components of the CCFC financing are (dollars in thousands):

 	 	Outstanding at	 	 	 	 	
 	 	December 31,	 	 	Effective Interest Rates	 	
 	 	2006	 	 	2005	 	 	2006	 	 	2005	 	
 		
Second Priority Senior Secured Floating Rate Notes Due 2011	 	$	410,509	 	 	$	409,539	 	 	 	14.3	%	 	 	12.4	%	
First Priority Senior Secured Institutional Term Loans Due 2009	 	 	371,766	 	 	 	374,974	 	 	 	11.9	 	 	 	10.2	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total CCFC financing	 	$	782,275	 	 	$	784,513	 	 	 	 	 	 	 	 	 	

 
The CCFC secured notes and term loans are collateralized through a combination of pledges of the equity interests in and/or assets (other than excluded assets) of CCFC and its subsidiaries, other than CCFC Finance Corp. The CCFC secured noteholders’ and term loan lenders’ recourse is limited to such collateral and none of the CCFC indebtedness is guaranteed by us.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Preferred Interests
 
Our preferred interests meet the criteria of mandatorily redeemable financial instruments and are therefore classified as debt. The components of preferred interests are (dollars in thousands):

 	 	Outstanding at December 31,	 	 	Effective Interest Rates	 	
 	 	2006	 	 	2005	 	 	2006	 	 	2005	 	
 		
Preferred interest in Auburndale Power Plant due 2013	 	$	77,356	 	 	$	78,076	 	 	 	17.1	%	 	 	16.6	%	
Preferred interest in Gilroy Energy Center, LLC due 2011(1)	 	 	51,059	 	 	 	59,820	 	 	 	15.6	 	 	 	14.6	 	
Preferred interest in Metcalf Energy Center, LLC due 2010	 	 	155,000	 	 	 	155,000	 	 	 	17.1	 	 	 	12.2	 	
Preferred interest in CCFC Preferred Holdings, LLC due 2011	 	 	300,000	 	 	 	300,000	 	 	 	15.1	 	 	 	14.2	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total preferred interests	 	$	583,415	 	 	$	592,896	 	 	 	 	 	 	 	 	 	

 

			
(1)		Pursuant to the applicable transaction agreements, GEC has been established as an entity with its existence separate from us and other subsidiaries of ours. We consolidate this entity. A long-term PPA between CES and the CDWR has been acquired by GEC by means of a series of capital contributions by CES and certain of its affiliates and is an asset of GEC, and the secured notes and preferred interest are liabilities of GEC, separate from the assets and liabilities of Calpine and our other subsidiaries. In addition to the PPA and nine peaker power plants owned directly or indirectly by GEC, GEC’s assets include cash and a 100% equity interest in each of Creed and Goose Haven, each of which is a wholly owned subsidiary of GEC and a guarantor of the 4% Senior Secured Notes Due 2011 issued by GEC. Each of Creed and Goose Haven has been established as an entity with its existence separate from us and other subsidiaries of ours. Creed and Goose Haven each have assets consisting of a peaker power plant and other assets.	
 
Notes Payable and Other Borrowings
 
The components of notes payable and other borrowings related issued letters of credit are (dollars in thousands):

 	 	Outstanding at December 31,	 	 	Effective Interest Rates	 	
 	 	2006	 	 	2005	 	 	2006	 	 	2005	 	
 		
Power Contract Financing III, LLC	 	$	61,622	 	 	$	56,316	 	 	 	12.0	%	 	 	12.0	%	
Power Contract Financing, L.L.C. 	 	 	384,372	 	 	 	540,269	 	 	 	8.5	 	 	 	8.4	 	
Gilroy note payable(1)	 	 	109,007	 	 	 	117,719	 	 	 	—	 	 	 	—	 	
Other	 	 	8,584	 	 	 	32,270	 	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total notes payable and other borrowings	 	$	563,585	 	 	$	746,574	 	 	 	 	 	 	 	 	 	

 

			
(1)		See Note 6 for information regarding the Gilroy note payable.	
 
Power Contract Financing, L.L.C.  — PCF’s 6.256% Senior Secured Notes due 2010 are secured by fixed cash flows from a fixed-priced, long-term power sales agreement with CDWR, pursuant to which PCF sells electricity to CDWR, and a fixed-priced, long-term PPA with a third party, pursuant to which PCF purchases from the third party the electricity necessary to fulfill its obligations to CDWR under the power sales agreement. The spread between the price for power under the CDWR power sales agreement and the price for power under the third party PPA provides the cash flow to pay debt service on the Senior Secured Notes and PCF’s other expenses. The Senior Secured Notes are non-recourse to us and our other subsidiaries.
 
Pursuant to the applicable transaction agreements, PCF has been established as an entity with its existence separate from us and other subsidiaries of ours. The power sales agreement with CDWR and the PPA with the third

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party, which were acquired by PCF from CES, and the Senior Secured Notes are assets and liabilities of PCF, separate from our assets and liabilities and those of other subsidiaries of ours.
 
At December 31, 2006 and 2005, $32.0 million and $144.9 million of letters of credit were issued against these borrowings.
 
Capital Lease Obligations
 
The following is a schedule by year of future minimum lease payments under capital leases together with the present value of the net minimum lease payments as of December 31, 2006 (in thousands):

 	 	King City	 	 	 	 	 	 	 	
 	 	Capital Lease	 	 	Other	 	 	 	 	
 	 	with Related	 	 	Capital	 	 	 	 	
 	 	Party(2)	 	 	Leases	 	 	Total	 	
 		
Years ending December 31:	 	 	 	 	 	 	 	 	 	 	 	 	
2007	 	$	16,552	 	 	$	20,459	 	 	$	37,011	 	
2008	 	 	16,199	 	 	 	21,857	 	 	 	38,056	 	
2009	 	 	16,592	 	 	 	21,600	 	 	 	38,192	 	
2010	 	 	19,526	 	 	 	22,447	 	 	 	41,973	 	
2011	 	 	21,179	 	 	 	20,498	 	 	 	41,677	 	
Thereafter	 	 	137,145	 	 	 	225,365	 	 	 	362,510	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total minimum lease payments	 	 	227,193	 	 	 	332,226	 	 	 	559,419	 	
Less: Amount representing interest(1)	 	 	131,297	 	 	 	148,215	 	 	 	279,512	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Present value of net minimum lease payments	 	$	95,896	 	 	$	184,011	 	 	$	279,907	 	

 

			
(1)		Amount necessary to reduce net minimum lease payments to present value calculated at the incremental borrowing rate at the time of acquisition.	
 		
(2)		Pursuant to the applicable transaction agreements, each of Calpine King City Cogen, LLC, Calpine Securities Company, L.P., a parent of Calpine King City Cogen, LLC and Calpine King City, LLC, an indirect parent company of Calpine Securities Company, L.P., has been established as an entity with its existence separate from us and other subsidiaries of ours.	
 
We assumed and consolidated certain of our capital leases in conjunction with acquisitions. The primary types of property leased by the Company are power plants and related equipment. The leases generally provide for the lessee to pay taxes, maintenance, insurance, and certain other operating costs of the leased property. The lease terms range up to 28 years. Some of the lease agreements contain customary restrictions on dividends, additional debt and further encumbrances similar to those typically found in project financing agreements. As of December 31, 2006 and 2005, the asset balances for the leased assets totaled $322.8 million and $322.0 million, respectively, with accumulated amortization of $64.8 million and $54.1 million, respectively. Of these balances, as of December 31, 2006 and 2005, $114.9 million of leased assets and $12.1 million and $7.4 million, respectively, of accumulated amortization related to the King City power plant. The King City power plant is owned by an affiliate of CPIF. Our minimum lease payments are not tied to an existing variable index or rate.
 
Fair Value of Debt
 
The following table details the fair values and carrying values of our debt instruments (in thousands):

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	December 31, 2006	 	 	December 31, 2005	 	
 	 	Fair Value	 	 	Carrying Value	 	 	Fair Value	 	 	Carrying Value	 	
 		
DIP Facility(1)	 	$	996,500	 	 	$	996,500	 	 	$	25,000	 	 	$	25,000	 	
CalGen financing	 	 	2,588,346	 	 	 	2,511,290	 	 	 	2,437,982	 	 	 	2,437,982	 	
Construction/project financing(1)	 	 	2,203,489	 	 	 	2,203,489	 	 	 	2,361,025	 	 	 	2,361,025	 	
CCFC financing(1)	 	 	782,274	 	 	 	782,274	 	 	 	784,513	 	 	 	784,513	 	
Preferred interests(2)	 	 	583,416	 	 	 	583,416	 	 	 	592,896	 	 	 	592,896	 	
Notes payable and other borrowings	 	 	588,107	 	 	 	563,585	 	 	 	733,237	 	 	 	746,574	 	
Capital lease obligations(3)	 	 	279,907	 	 	 	279,907	 	 	 	286,757	 	 	 	286,757	 	
First Priority Notes(1)	 	 	—	 	 	 	—	 	 	 	660,902	 	 	 	641,652	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	$	8,022,039	 	 	$	7,920,461	 	 	$	7,882,312	 	 	$	7,876,399	 	

 

			
(1)		Carrying value approximates fair value as these instruments bear variable interest rates which reflect current market conditions.	
 		
(2)		We cannot readily determine the potential cost to repurchase these preferred interests.	
 		
(3)		The present value of capital leases is calculated using a discount rate representative of existing market conditions, thus carrying value approximates fair value.	
 
Debt, Lease and Indenture Covenant Compliance
 
Our filings under Chapter 11 and the CCAA constituted events of default or otherwise triggered repayment obligations under the instruments governing substantially all of the indebtedness of the Calpine Debtors outstanding at the Petition Date. As a result of the events of default, the debt outstanding under the affected debt instruments generally became automatically and immediately due and payable. We believe that any efforts to enforce such payment obligations against U.S. Debtors are stayed as a result of the Chapter 11 filings and subject to our Chapter 11 cases. Although the CCAA does not provide an automatic stay, the Canadian Court has granted a stay to the Canadian Debtors that currently extends through March 26, 2007. Such events of default generally also constituted breaches of executory contracts and unexpired leases of U.S. Debtors. Actions taken by counterparties or lessors based on such breaches, we believe, are also stayed as a result of the Chapter 11 filings. However, under the Bankruptcy Code, we must cure all pre-petition defaults of executory contracts and unexpired leases that we seek to assume. Once we assume an executory contract or unexpired lease pursuant to an order of the U.S. Bankruptcy Court, such executory contract or unexpired lease becomes a post-petition obligation of the applicable U.S. Debtor, and efforts on the part of counterparties or lessors to enforce the U.S. Debtor’s obligations under such contracts or leases may or may not be stayed as a result of the Chapter 11 filings.
 
In addition, as described further below, the Chapter 11 filings by certain of the U.S. Debtors caused, directly or indirectly, defaults or events of default under the debt of certain Non-Debtor entities. Such events of default (or defaults that become events of default) could give holders of debt under the relevant instruments the right to accelerate the maturity of all debt outstanding thereunder if the defaults or events of default were not cured or waived. There can be no assurance that such remedies can be obtained.
 
Calpine Debtor Entities
 
Pursuant to the DIP Facility, we are subject to a number of affirmative and restrictive covenants, reporting requirements and financial covenants which are customary for DIP financings of this nature. As of December 31, 2006, we were in compliance with the DIP Facility covenants.
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In addition to the events of default caused as a result of our Chapter 11 or CCAA filings, we may not be in compliance with certain other covenants under the indentures or other debt or lease instruments of certain Calpine Debtor entities, the obligations under all of which have been accelerated. In particular:

 	• 	We were required to use the proceeds of certain asset sales and issuances of preferred stock completed in 2005 to make capital expenditures, to acquire permitted assets or capital stock, or to repurchase or repay indebtedness during 2006. However, as a result of the Chapter 11 filings, we have not been, and do not expect to be, able to do so.	
 		
 	• 	We sold substantially all of our remaining oil and gas assets on July 7, 2005. The gas component of such sale constituted a sale of “designated assets” under certain of our indentures, which restrict the use of the proceeds of sales of designated assets. In accordance with the indentures, we used $138.9 million of the net proceeds of $902.8 million from the sale to repurchase First Priority Notes from holders pursuant to an offer to purchase. We used approximately $308.2 million, plus accrued interest, of the net proceeds to purchase natural gas assets in storage. The remaining $406.9 million and interest income subsequently earned thereon, remained in a restricted designated asset sale proceeds account pursuant to the indentures governing the First Priority Notes and the Second Priority Notes until it was used to purchase First Priority Notes in May 2006 and is the subject of pending litigation. See Note 15 for further discussion. As a result, we have not refunded the amount to date.	
 
Further, as part of our “first day” filings in the Chapter 11 cases, we assumed certain unexpired leases and executory contracts related to the sale/leaseback transaction at the Agnews power plant. We have failed to deliver to the financing parties certain financial reports, operational reports and officers’ certificates for this project as required under the financing documents. The delayed delivery of the reports and certificates may become an event of default if the information is not provided, entitling the financing parties to certain rights and remedies. As a result, our obligations under this financing have been classified as current.
 
While it does not affect a debt instrument, we own a 50% interest in Acadia PP through our wholly owned subsidiary, Calpine Acadia Holdings, LLC, which is a U.S. Debtor. The remaining 50% is owned by a subsidiary of Cleco, Acadia Power Holdings, LLC. Calpine Acadia Holdings, LLC and Acadia Power Holdings, LLC are subject to a limited liability company agreement which, among other things, governs their relationship with regard to ownership of Acadia PP. The limited liability company agreement provides that bankruptcy of Calpine Acadia Holdings, LLC is an event of default under such agreement and sets forth certain exclusive remedies in the event that default occurs, including winding up Acadia PP or permitting the non-defaulting party to buy out the defaulting party’s interest at market value less 20%. However, we believe that any efforts to enforce such remedies would be stayed as a result of the Chapter 11 filings and subject to our Chapter 11 cases. To date, no default of the limited liability company agreement has been declared. The parties are currently discussing a restructuring of the ownership of Acadia PP.
 
Non-Debtor Entities
 
As of December 31, 2006, we were in compliance with our obligations under the instruments governing the debt of our Non-Debtor entities, except as described below.
 
Blue Spruce Energy Center.   In connection with the project financing transaction by Blue Spruce, an event of default existed under the project credit agreement, due to cross default provisions related to the Chapter 11 filing by CES. Subsequently, we obtained an amendment and waiver under the project credit agreement from the lender, which waived the defaults unless and until the CES tolling agreement related to the Blue Spruce facility is rejected in the Chapter 11 cases. In addition, the waiver agreement and the terms of the project credit agreement provide us with additional time to deliver certain financial information required under the project financing documents so long

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

as we are seeking to cure such failure and it does not have a material adverse effect. We are seeking to cure such failure and therefore, our obligations under this financing have been classified as non-current.
 
Calpine King City Cogen.   In connection with the sale/leaseback transaction at the King City power plant, the Chapter 11 filings by certain affiliates of King City Cogen constituted an event of default under the lease agreement. We have obtained a forbearance agreement that is in effect until January 1, 2008. As a result of the forbearance agreement, our obligations under this financing have been classified as non-current.
 
Metcalf Energy Center.   In connection with the financing transactions by Metcalf, certain events of default occurred under the project credit agreement as a result of our Chapter 11 filings and related failures to fulfill certain payment obligations under a PPA between CES and Metcalf. Such events of default also constituted a voting rights trigger event under Metcalf’s limited liability company operating agreement, which contains the terms of Metcalf’s redeemable preferred shares. Upon the occurrence of a voting rights trigger event, the holders of the Metcalf redeemable preferred shares may, at their option, remove and replace the existing Metcalf directors unless and until the voting rights trigger event has been waived by the holders of a majority of the Metcalf redeemable preferred shares or until the consequences of the voting rights trigger event have been fully cured. Metcalf entered into waiver agreements on April 18, 2006, and June 22, 2006, with the requisite lenders under the credit agreement waiving the foregoing events of default. Pursuant to the waiver, Metcalf asserted claims in the Chapter 11 cases against Calpine, CES, and Calpine Construction Management Company, Inc. The waivers are effective unless and until any major project document, as defined under the credit agreement, is rejected in connection with the Chapter 11 cases. Subsequently, we failed to satisfy additional covenants in the credit agreement, including maintenance of certain coverage ratios and the provision of financial information and covenants related to certain project closeout items, which were waived by the lenders pursuant to a waiver agreement entered into on December 27, 2006. As a result of the contingent nature of the June 22, 2006, waiver, our obligations under the credit agreement have been classified as current.
 
Pasadena Power Plant.   In connection with our Pasadena lease financing transaction, our Chapter 11 filings constituted an event of default under Pasadena’s participation agreement and certain other agreements relating to the transaction, which resulted in events of default under the indenture governing certain notes issued by the Pasadena owner-lessor. We entered into a forbearance agreement with the holders of a majority of the outstanding notes pursuant to which the noteholders have agreed to forebear from taking any action with respect to the events of default. Such forbearance agreement has lapsed and there is currently no forbearance agreement in place. In addition, we have failed to deliver certain financial information for this project within the times provided under the participation agreement, suffered the incurrence and existence of certain liens, permitted certain prohibited intercompany arrangements, failed to obtain certain insurance waivers, transferred beneficial interests in certain Calpine subsidiaries and experienced other defaults. As a result, our obligations with respect to this lease financing have been classified as current.

9.  	Income Taxes	
 
The jurisdictional components of loss from continuing operations and before provision (benefit) for income taxes at December 31, 2006, 2005, and 2004, are as follows (in thousands):

 	 	2006	 	 	2005	 	 	2004	 	
 		
U.S. 	 	$	(1,696,391	)	 	$	(9,971,966	)	 	$	(406,577	)	
International	 	 	(4,863	)	 	 	(650,386	)	 	 	(248,420	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Loss before provision (benefit) for income taxes	 	$	(1,701,254	)	 	$	(10,622,352	)	 	$	(654,997	)	

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The components of the provision (benefit) for income taxes for the years ended December 31, 2006, 2005, and 2004, consists of the following (in thousands):

 	 	2006	 	 	2005	 	 	2004	 	
 		
Current:	 	 	 	 	 	 	 	 	 	 	 	 	
Federal	 	$	350	 	 	$	51,913	 	 	$	—	 	
State	 	 	25,381	 	 	 	5,410	 	 	 	1,198	 	
Foreign	 	 	16,591	 	 	 	78,431	 	 	 	1,296	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total current	 	 	42,322	 	 	 	135,754	 	 	 	2,494	 	
Deferred:	 	 	 	 	 	 	 	 	 	 	 	 	
Federal	 	 	(3,807	)	 	 	(779,490	)	 	 	(140,726	)	
State	 	 	25,643	 	 	 	(67,573	)	 	 	24,184	 	
Foreign	 	 	—	 	 	 	(30,089	)	 	 	(121,266	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total deferred	 	 	21,836	 	 	 	(877,152	)	 	 	(237,808	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total provision (benefit)	 	$	64,158	 	 	$	(741,398	)	 	$	(235,314	)	

 
A reconciliation of the U.S. federal statutory rate of 35% to our effective rate from continuing operations is as follows for the years ended December 31, 2006, 2005, and 2004:

 	 	2006	 	 	2005	 	 	2004	 	
 		
Expected tax (benefit) rate at U.S. statutory tax rate	 	 	(35.00	)%	 	 	(35.00	)%	 	 	(35.00	)%	
State income tax provision (benefit), net of federal provision (benefit)	 	 	2.90	 	 	 	(0.58	)	 	 	2.39	 	
Depletion and other permanent items	 	 	0.73	 	 	 	(0.02	)	 	 	0.50	 	
Valuation allowances against future tax benefits	 	 	32.76	 	 	 	13.14	 	 	 	4.54	 	
Tax credits	 	 	(0.06	)	 	 	(0.01	)	 	 	(0.21	)	
Foreign tax at rates other than U.S. statutory rate	 	 	1.91	 	 	 	1.55	 	 	 	(8.12	)	
Non-deductible reorganization items	 	 	5.39	 	 	 	13.27	 	 	 	—	 	
Deduction on deconsolidated subsidiary stock	 	 	(6.59	)	 	 	—	 	 	 	—	 	
Non-deductible preferred interest expense	 	 	.93	 	 	 	—	 	 	 	—	 	
Other, net (including U.S. tax on Foreign Income)	 	 	0.80	 	 	 	0.65	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Effective income tax provision (benefit) rate	 	 	3.77	%	 	 	(7.00	)%	 	 	(35.90	)%	

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The components of the deferred income taxes, net as of December 31, 2006 and 2005, are as follows (in thousands):

 	 	2006	 	 	2005	 	
 		
Deferred tax assets:	 	 	 	 	 	 	 	 	
NOL and credit carryforwards	 	$	1,535,089	 	 	$	1,174,980	 	
Taxes related to risk management activities and derivatives	 	 	25,424	 	 	 	89,122	 	
Reorganization items and impairments	 	 	1,191,811	 	 	 	837,762	 	
 	 	 	 	 	 	 	 	 	
Deferred tax assets before valuation allowance	 	 	2,752,324	 	 	 	2,101,864	 	
Valuation allowance	 	 	(2,321,575	)	 	 	(1,639,222	)	
 	 	 	 	 	 	 	 	 	
Total deferred tax assets	 	 	430,749	 	 	 	462,642	 	
 	 	 	 	 	 	 	 	 	
Deferred tax liabilities:	 	 	 	 	 	 	 	 	
Property differences	 	 	(872,029	)	 	 	(706,661	)	
Other differences	 	 	(44,131	)	 	 	(122,317	)	
 	 	 	 	 	 	 	 	 	
Total deferred tax liabilities	 	 	(916,160	)	 	 	(828,978	)	
 	 	 	 	 	 	 	 	 	
Net deferred tax liability	 	 	(485,411	)	 	 	(366,336	)	
Less: Current portion asset/(liability)	 	 	4,694	 	 	 	(12,950	)	
 	 	 	 	 	 	 	 	 	
Deferred income taxes, net of current portion	 	$	(490,105	)	 	$	(353,386	)	

 
The NOL carryforwards consist of federal carryforwards of $3.8 billion which expire between 2024 and 2027. The federal NOL carryforwards available are subject to limitations on their annual usage. This includes an NOL carryforward of approximately $528 million for CCFC, a subsidiary that was deconsolidated for U.S. tax purposes in 2005. Under federal income tax law, a corporation is generally permitted to deduct from taxable income in any year NOLs carried forward from prior years subject to certain time limitations as prescribed by the Internal Revenue Code. Our ability to deduct such NOL carryforwards could be subject to a significant limitation if we were to undergo an “ownership change” during or as a result of our Chapter 11 cases. The U.S. Bankruptcy Court has entered orders that place certain limitations on trading in our common stock or certain securities, including options, convertible into our common stock during the pendency of the Chapter 11 cases and has also provided potentially retroactive application of notice and sell-down procedures for trading in claims against the U.S. Debtors’ estates, which could negatively impact our accumulated NOLs and other tax attributes. The ultimate realization of our NOLs will depend on several factors, such as whether limitations on trading in our common stock will prevent an “ownership change” and the amount of our indebtedness that is cancelled through the Chapter 11 cases. If a portion of our debt is cancelled upon emergence from Chapter 11, the amount of the cancelled debt will reduce tax attributes such as our NOLs and tax basis on fixed assets which, depending on our plan of reorganization, could partially or fully utilize our available NOLs. Additionally, the NOL carryforwards of CCFC (a Non-Debtor), may be limited due to the sale of a preferred interest in 2005 which may be deemed an “ownership change” under federal income tax law. If a change occurred, any limitation on the NOL carryforwards would not have a material impact on our Consolidated Financial Statements due to the full valuation allowance recorded against the carryforwards.
 
Primarily due to our inability to assume future profits and due to our reduced ability to implement tax-planning strategies to utilize our NOLs while in Chapter 11, we concluded that valuation allowances on a portion of our deferred tax assets were required. We have provided a valuation allowance of $2.3 billion on certain federal, state and foreign tax jurisdiction deferred tax assets to reduce the gross amount of these assets to the extent necessary to result in an amount that is more likely than not of being realized. For the years ended December 31, 2006, 2005 and 2004, the net change in the valuation allowance was an increase of $682.4 million, $1.6 billion, and $43.5 million, respectively, and primarily relates to the NOL carryforwards.

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We are under an IRS review for the years 1999 through 2002 and are periodically under audit for various state and foreign jurisdictions for income and sales and use taxes. We believe that the ultimate resolution of these examinations will not have a material effect on our consolidated financial position.
 
Our foreign subsidiaries had no cumulative undistributed earnings at December 31, 2006. No tax benefit was provided on certain reorganization items attributable to the guarantee of deconsolidated foreign subsidiary debts due to the uncertainty of our ability to realize future tax deductions.

10.  	Stock-Based Compensation	
 
1996 Stock Incentive Plan
 
Under the SIP, we granted stock options to directors, certain employees and consultants or other independent advisors at an exercise price that generally equals the stock’s fair market value on the date of grant. In accordance with the plan document, the SIP expired on July 16, 2006. All outstanding option grants and unvested stock issuances remain in effect in accordance with the provisions of the documents evidencing such grants or issuances. The SIP options generally vest ratably over four years with a maximum exercise period of seven or ten years after the grant date. Any stock exercised under the SIP would be satisfied by authorized but unissued or reacquired shares of our common stock. Over the life of the SIP, options exercised have equaled 5,353,308, leaving 21,426,794 granted and not yet exercised as of December 31, 2006.
 
A summary of the SIP for the year ended December 31, 2006, is as follows:

 	 	 	 	 	Weighted	 	 	 	 	 	Aggregate	 	
 	 	Number of	 	 	Average	 	 	Remaining	 	 	Intrinsic	 	
 	 	Options	 	 	Exercise Price	 	 	Term	 	 	Value	 	
 	 	 	 	 	 	 	 	(In years)	 	 	(In millions)	 	
 		
Outstanding — December 31, 2005	 	 	37,090,268	 	 	$	7.62	 	 	 	 	 	 	 	 	 	
Granted	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	
Exercised	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	
Forfeited	 	 	3,731,941	 	 	$	4.11	 	 	 	 	 	 	 	 	 	
Expired	 	 	11,931,533	 	 	$	8.74	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Outstanding — December 31, 2006	 	 	21,426,794	 	 	$	7.61	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Exercisable — December 31, 2006	 	 	18,797,864	 	 	$	8.11	 	 	 	4.19	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Vested and expected to vest — December 31, 2006	 	 	20,558,252	 	 	$	7.76	 	 	 	4.33	 	 	 	—	 	

 
We have used the fair value method of accounting for stock options since our prospective adoption of SFAS No. 123 as of January 1, 2003. Had we used the fair value method of accounting for periods prior to 2003, our net loss would have been greater by $1.6 million and $4.9 million for the years ended December 31, 2005 and 2004, respectively.
 
Stock-based compensation expense recognized for stock options was $5.7 million, $16.3 million, and $12.7 million for the years ended December 31, 2006, 2005, and 2004, respectively. At December 31, 2006, there was $2.6 million of unrecognized compensation costs, including estimated forfeitures of $1.5 million, related to stock options, which is expected to be recognized during 2007.
 
Restricted Stock Awards
 
In general, we refer to an award of common stock that is subject to time-based vesting or achievement of performance measures as “restricted stock.” Restricted stock awards are generally subject to certain transfer

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restrictions and forfeiture upon termination of employment. At December 31, 2006, we had 629,279 restricted stock awards with a weighted-average grant date fair value of $1.94 outstanding after forfeitures of 316,943 during 2006.
 
At December 31, 2006, there was no unrecognized compensation cost related to restricted stock. Compensation cost associated with these restricted stock awards of $2.7 million was expensed in 2005. There were no grants of unrestricted stock awards in 2006 or 2004.
 
2000 Employee Stock Purchase Plan
 
Prior to the suspension of the ESPP effective November 29, 2005, eligible employees could purchase, in the aggregate, up to 28,000,000 shares of our common stock through periodic payroll deductions. Due to the suspension of the ESPP, no compensation cost was recognized and no shares were purchased in 2006. During 2005 and 2004, we issued 2,408,378 and 4,545,858 shares at a weighted average fair value of $2.53 and $3.26 per share, respectively, and we recognized $1.6 million and $5.2 million, respectively, of compensation expense.

11.  	Defined Contribution Plans	
 
The Company maintains two defined contribution savings plans that are intended to be tax exempt under Sections 401(a) and 501(a) of the Internal Revenue Code. Our non-union plan generally covers employees who are not covered by a collective bargaining agreement, and our union plan covers employees who are covered by a collective bargaining agreement. Employees eligible to participate in the non-union plan may begin participating immediately upon hire. Employees eligible to participate in the union plan must complete four months of service before commencing participation. The non-union plan provided for tax deferred salary deductions, after-tax employee contributions and employer profit-sharing contributions in cash of 4% of employees’ salaries up to IRS limits through December 31, 2006. The maximum employer contributions to the non-union plan per employee was $8,800 for 2006, $8,400 for 2005, and $8,200 for 2004. Employer profit-sharing contributions to the non-union plan in 2006, 2005, and 2004 totaled $9.4 million, $12.3 million, and $12.4 million, respectively. The union plan provides for tax deferred salary deductions, after-tax employee contributions, employer matching contributions of 50% of employee deferrals up to a maximum of 6% of compensation, and employer profit-sharing contributions in cash of 6% of employees’ salaries up to IRS limits. The maximum employer contributions to the union plan per employee was $19,800 for 2006, $18,900 for 2005, and $18,450 for 2004. Employer matching contributions to the union plan in 2006, 2005, and 2004 totaled $114,866, $107,093, and $117,396, respectively and employer profit-sharing contributions to the union plan in 2006, 2005, and 2004, totaled $264,961, $250,734, and $271,212, respectively. Effective January 1, 2007, we amended our non-union plan to (i) reduce the employee profit sharing contribution from 4% to 3%, (ii) provide a Company matching contribution of 50% of the first 4% of employees’ salaries and (iii) require newly hired employees to complete six months of service before becoming eligible to participate. Also, beginning January 1, 2008, the employee profit sharing contribution of 3% will be eliminated and replaced with a matching contribution of 100% of the first 5% of compensation a participant defers and employee deferral limits will be increased from 60% to 75% of compensation under both plans.

12.  	Share Lending Agreement	
 
In conjunction with the issuance of our 2014 Convertible Notes offering on September 30, 2004, we entered into a ten-year share lending agreement with DB London, under which we loaned DB London 89 million shares of newly issued Calpine common stock. DB London sold the entire 89 million shares on September 30, 2004, at a price of $2.75 per share in a registered public offering. We did not receive any of the proceeds of the public offering. DB London is required to return the loaned shares to us no later than the end of the ten-year term of the share lending agreement, or earlier under certain circumstances. Once loaned shares are returned, they may not be re-borrowed. Under the share lending agreement, DB London is required to post and maintain collateral in the form of cash, government securities, certificates of deposit, high-grade commercial paper of U.S. issuers or money market shares

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at least equal to 100% of the market value of the loaned shares as security for the obligation of DB London to return the loaned shares to us. This collateral is held in an account at a DB London affiliate. We have no access to the collateral unless DB London defaults under its obligations.
 
The share lending agreement is similar to an accelerated share repurchase transaction. Accounting standards require an accelerated share repurchase transaction to be accounted for as two transactions: a treasury stock purchase and a forward sales contract. The share lending agreement involved the issuance of 89 million shares of our common stock in exchange for a physically settling forward contract for the reacquisition of the shares at a future date. As there was minimal cash consideration in the transaction, the requirement for the return of these shares is considered to be a prepaid forward purchase contract. We have evaluated the prepaid forward contract and determined that the instrument was not a derivative in its entirety and that the embedded derivative would not require separate accounting. The hybrid contract was classified similar to a shareholder loan which was recorded in equity at the fair value of the common stock on the date of issuance in the amount of $2.90 per share or $258.1 million. During the year ended December 31, 2006, DB London returned 39 million shares which are included in treasury shares.

13.  	Derivative Instruments	
 
Commodity Derivative Instruments
 
As an IPP primarily focused on generation of electricity using gas-fired turbines, our natural physical commodity position is “short” fuel (i.e., natural gas consumer) and “long” power (i.e., electricity seller). To manage forward exposure to price fluctuation in these and (to a lesser extent) other commodities, we enter into derivative commodity instruments. We enter into commodity instruments to convert floating or indexed electricity and gas (and to a lesser extent oil and refined product) prices to fixed prices in order to lessen our vulnerability to reductions in electricity prices for the electricity we generate, and to increases in gas prices for the fuel we consume in our power plants. The hedging, balancing and optimization activities that we engage in are directly related to our asset-based business model of owning and operating gas-fired electric power plants and are designed to protect our “spark spread” (the difference between our fuel cost and the revenue we receive for our electric generation). We hedge exposures that arise from the ownership and operation of power plants and related sales of electricity and purchases of natural gas. We also utilize derivatives to optimize the returns we are able to achieve from these assets. From time to time we have entered into contracts considered energy trading contracts under EITF Issue No. 02-03. However, our traders have value at risk limits for energy trading, and, at any given time, our risk management policy limits our net sales of power to our generation capacity and limits our net purchases of gas to our fuel consumption requirements on a total portfolio basis. This model is markedly different from that of companies that engage in significant commodity trading operations that are unrelated to underlying physical assets.
 
We also routinely enter into physical commodity contracts for sales of our generated electricity to ensure favorable utilization of generation assets. Such contracts often meet the criteria of a derivatives but are generally eligible for the normal purchases and sales exception. Some of those contracts that are not deemed normal purchases and sales can be designated as hedges of the underlying consumption of gas or production of electricity.
 
Interest Rate and Currency Derivative Instruments
 
We also enter into various interest rate swap agreements to hedge against changes in floating interest rates on certain of our project financing facilities and to adjust the mix between fixed and floating rate debt in our capital structure to desired levels. Certain of the interest rate swap agreements effectively convert floating rates into fixed rates so that we can predict with greater assurance what our future interest costs will be and protect ourselves against increases in floating rates.

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In conjunction with our capital markets activities, from time to time we have entered, and may in the future, into various forward interest rate agreements to hedge against interest rate fluctuations that may occur after we have decided to issue long-term fixed rate debt but before the debt is actually issued. The forward interest rate agreements effectively prevent the interest rates on anticipated future long-term debt from increasing beyond a certain level, and adjusting the mix of our fixed and floating rate debt to desired levels.
 
Also, in conjunction with our capital market activities, from time to time we have entered into various interest rate swap agreements to hedge against the change in fair value on certain of our fixed rate senior notes. These interest rate swap agreements effectively convert fixed rates into floating rates so that we can adjust the mix of our fixed and floating rate debt to desired levels.
 
Additionally, from time to time, we have entered, and may in the future, into various foreign currency swap agreements to hedge against changes in exchange rates on certain of our Senior Notes denominated in currencies other than the U.S. dollar. Such foreign currency swaps effectively convert floating exchange rates into fixed exchange rates so that we can predict with greater assurance what our U.S. dollar cost will be for purchasing foreign currencies to satisfy the interest and principal payments on these Senior Notes.
 
Summary of Derivative Values
 
The table below reflects the amounts (in thousands) that are recorded as assets and liabilities at December 31, 2006, for our derivative instruments:

 	 	 	 	 	Commodity	 	 	 	 	
 	 	Interest Rate	 	 	Derivative	 	 	Total	 	
 	 	Derivative	 	 	Instruments	 	 	Derivative	 	
 	 	Instruments	 	 	Net	 	 	Instruments	 	
 		
Current derivative assets	 	$	5,700	 	 	$	145,656	 	 	$	151,356	 	
Long-term derivative assets	 	 	4,394	 	 	 	347,870	 	 	 	352,264	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total assets	 	$	10,094	 	 	$	493,526	 	 	$	503,620	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Current derivative liabilities	 	$	1,095	 	 	$	224,133	 	 	$	225,228	 	
Long-term derivative liabilities	 	 	3,288	 	 	 	471,850	 	 	 	475,138	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total liabilities	 	$	4,383	 	 	$	695,983	 	 	$	700,366	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net derivative assets (liabilities)	 	$	5,711	 	 	$	(202,457	)	 	$	(196,746	)	

 
Of our net derivative liabilities, $77.6 million are net derivative assets of PCF, which is an entity with its existence separate from us and other subsidiaries of ours, as discussed more fully in Note 8 and $164.1 million are net derivative liabilities of Deer Park. We fully consolidate Deer Park, and we record the derivative assets of PCF on our Consolidated Balance Sheet.
 
Relationship of Net Derivative Assets or Liabilities to AOCI
 
At any point in time, it is unlikely that total net derivative assets and liabilities will equal AOCI, net of tax from derivatives, for three primary reasons:

 	• 	Tax effect of OCI  — When the values and subsequent changes in values of derivatives that qualify as effective hedges are recorded into OCI, they are initially offset by a derivative asset or liability. Once in OCI, however, these values are tax effected against a deferred tax liability or asset account, thereby creating an imbalance between net OCI and net derivative assets or liabilities.	
 		
 	• 	Derivatives not designated as cash flow hedges and hedge ineffectiveness  — Only derivatives that qualify as effective cash flow hedges will have an offsetting amount recorded in OCI. Derivatives not designated as	

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 		cash flow hedges and the ineffective portion of derivatives designated as cash flow hedges will be recorded into earnings instead of OCI, creating a difference between net derivative assets and liabilities and pre-tax OCI from derivatives.	

 	• 	Termination of effective cash flow hedges prior to maturity  — Following the termination of a cash flow hedge, changes in the derivative asset or liability are no longer recorded to OCI. At this point, an AOCI balance remains that is not recognized in earnings until the forecasted initially hedged transactions occur. As a result, there will be a temporary difference between OCI and derivative assets and liabilities on the books until the remaining OCI balance is recognized in earnings.	
 
Below is a reconciliation of our net derivative liabilities to our accumulated other comprehensive loss, net of tax from derivative instruments at December 31, 2006 (in thousands):

Net derivative liabilities	 	$	(196,746	)	
Derivatives not designated as cash flow hedges and recognized hedge ineffectiveness	 	 	168,222	 	
Cash flow hedges terminated prior to maturity	 	 	(40,858	)	
Deferred tax asset attributable to accumulated other comprehensive loss on cash flow hedges	 	 	25,424	 	
 	 	 	 	 	
Accumulated other comprehensive loss from derivative instruments, net of tax(1)	 	$	(43,958	)	

 

			
(1)		Amount represents one portion of our total AOCI balance of $(45,784).	
 
The asset and liability balances for our commodity derivative instruments represent the net totals after offsetting certain assets against certain liabilities under the criteria of FIN 39. For a given contract, FIN 39 will allow the offsetting of assets against liabilities so long as four criteria are met: (1) each of the two parties under contract owes the other determinable amounts; (2) the party reporting under the offset method has the right to set off the amount it owes against the amount owed to it by the other party; (3) the party reporting under the offset method intends to exercise its right of setoff; and (4) the right of setoff is enforceable by law. The table below reflects both the amounts recorded as assets and liabilities by us and the amounts that would have been recorded had our commodity derivative instrument contracts not qualified for offsetting as of December 31, 2006 (in thousands):

 	 	December 31, 2006	 	
 	 	Gross	 	 	Net	 	
 		
Current derivative assets	 	$	687,351	 	 	$	145,656	 	
Long-term derivative assets	 	 	532,301	 	 	 	347,870	 	
 	 	 	 	 	 	 	 	 	
Total derivative assets	 	$	1,219,652	 	 	$	493,526	 	
 	 	 	 	 	 	 	 	 	
Current derivative liabilities	 	$	765,827	 	 	$	224,133	 	
Long-term derivative liabilities	 	 	656,282	 	 	 	471,850	 	
 	 	 	 	 	 	 	 	 	
Total derivative liabilities	 	$	1,422,109	 	 	$	695,983	 	
 	 	 	 	 	 	 	 	 	
Net commodity derivative (liabilities)	 	$	(202,457	)	 	$	(202,457	)	

 
The table above excludes the value of interest rate and currency derivative instruments.
 
Mark-to-market, net activity includes realized settlements of and unrealized mark-to-market gains and losses on both power and gas derivative instruments not designated as cash flow hedges. Gains (losses) due to ineffectiveness on hedging instruments were $(5.9) million, $(6.4) million and $9.1 million for the years ended December 31, 2006, 2005 and 2004, respectively. Hedge ineffectiveness is included in unrealized mark-to-market gains and losses.

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The table below reflects the contribution of our cash flow hedge activity to pre-tax earnings based on the reclassification adjustment from AOCI to earnings for the years ended December 31, 2006, 2005, and 2004, respectively (in thousands):

 	 	2006	 	 	2005	 	 	2004	 	
 		
Natural gas and crude oil derivatives	 	$	268,921	 	 	$	136,767	 	 	$	58,308	 	
Power derivatives	 	 	(411,107	)	 	 	(521,119	)	 	 	(128,556	)	
Interest rate derivatives	 	 	(3,448	)	 	 	(16,984	)	 	 	(17,625	)	
Foreign currency derivatives	 	 	—	 	 	 	(4,188	)	 	 	(2,015	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total derivatives	 	$	(145,634	)	 	$	(405,524	)	 	$	(89,888	)	

 
As of December 31, 2006, the maximum length of time over which we were hedging our exposure to the variability in future cash flows for forecasted transactions was 1 and 6 years, for commodity and interest rate derivative instruments, respectively. We estimate that pre-tax losses of $30.9 million would be reclassified from AOCI into earnings during the twelve months ended December 31, 2007, as the hedged transactions affect earnings assuming constant gas and power prices, interest rates, and exchange rates over time; however, the actual amounts that will be reclassified will likely vary based on the probability that gas and power prices as well as interest rates and exchange rates will, in fact, change. Therefore, management is unable to predict what the actual reclassification from AOCI to earnings (positive or negative) will be for the next twelve months.
 
The table below presents (in thousands) the pre-tax gains (losses) currently held in AOCI that will be recognized annually into earnings, assuming constant gas and power prices and interest rates over time.

 	 	2007	 	 	2008	 	 	2009	 	 	2010	 	 	2011	 	 	Thereafter	 	 	Total	 	
 		
Natural gas and crude oil derivatives	 	$	(34,075	)	 	$	2	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	(34,073	)	
Power derivatives	 	 	320	 	 	 	(5,961	)	 	 	(4,336	)	 	 	(3,036	)	 	 	—	 	 	 	—	 	 	 	(13,013	)	
Interest rate derivatives	 	 	2,887	 	 	 	472	 	 	 	138	 	 	 	(298	)	 	 	463	 	 	 	(25,958	)	 	 	(22,296	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total pre-tax AOCI	 	$	(30,868	)	 	$	(5,487	)	 	$	(4,198	)	 	$	(3,334	)	 	$	463	 	 	$	(25,958	)	 	$	(69,382	)	

 
		
14.  	Loss per Share	
 
As we have incurred net losses in each of the years ended December 31, 2006, 2005 and 2004, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive. Potentially convertible securities, shares to be purchased under our ESPP and unexercised in-the-money stock options to purchase a weighted average of 0.1 million, 5.9 million and 47.2 million shares of our common stock for the years ended December 31, 2006, 2005, and 2004, respectively, were not considered in the EPS calculation as such inclusion would have been anti-dilutive.
 
In addition, the computation of diluted loss per share excluded the effects of unexercised out-of-the-money stock options of 28.1 million, 34.0 million and 19.8 million for the years ended December 31, 2006, 2005 and 2004, respectively, due to the exercise prices being greater than the average fair market prices and our net losses before discontinued operations. For the years ended December 31, 2006 and 2005, 0.8 and 1.0 million weighted average common shares of our contingently issuable (unvested) restricted stock was excluded from the calculation of diluted loss per share because our closing stock price had not reached the price at which the shares vest, and as discussed above, inclusion would be anti-dilutive.
 
There were no shares potentially issuable and thus potentially included in the EPS calculation under our 2023 Convertible Notes, 2015 Convertible Notes and 2014 Convertible Notes because the shares were out-of-the-money.

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Therefore, we excluded a maximum potential of approximately 399.8 million shares related to these contingently convertible notes.
 
We also excluded 50 million shares of common stock at December 31, 2006, and 89 million shares at December 31, 2005 and 2004 subject to the share lending agreement with DB London. See Note 12 for a discussion of this share lending agreement.

15.  	Commitments and Contingencies	
 
A. Professional Success Fees  — Certain reorganization expenses are contingent upon the approval of a plan of reorganization by the U.S. Bankruptcy Court. Certain success fees could potentially be paid upon our emergence from Chapter 11 to third party financial advisors retained by the Company and the Committees in connection with our Chapter 11 cases. Currently, we estimate these success fees could amount to approximately $32 million in the aggregate. As no plan of reorganization has been confirmed by the U.S. Bankruptcy Court, no accrual for such contingent payments to third party financial advisors has been recorded on our Consolidated Financial Statements.
 
B. Insurance Program  — CPN Insurance Corporation, a wholly owned captive insurance subsidiary, provides us with casualty lines (worker’s compensation, automobile liability, and general liability) as well as all risk property insurance including business interruption. Accruals for casualty claims under the captive insurance program are recorded on a monthly basis, and are based upon the estimate of the total cost of the claims incurred during the policy period. Accruals for claims under the captive insurance program pertaining to property, including business interruption claims, are recorded on a claims-incurred basis. In consolidation, claims are accrued on a gross basis before deductibles. The captive provides insurance coverage with limits up to $25 million per occurrence for property claims, including business interruption, and up to $500,000 per occurrence for casualty claims. Intercompany transactions, including premiums and payments for losses, between the captive insurance program and Calpine affiliates are eliminated in consolidation.
 
C. Long Term Service Agreements  — As of December 31, 2006, the total estimated commitments for LTSAs associated with turbines installed or in storage were approximately $299.4 million. These commitments are payable over the terms of the respective agreements, which range from one to ten years. LTSA future commitment estimates are based on the stated payment terms in the contracts at the time of execution and are subject to an annual inflationary adjustment. Certain of these agreements have terms that allow us to cancel the contracts for a fee. If we cancel such contracts, the estimated commitments remaining for LTSAs would be reduced. During the years ended December 31, 2006, 2005, and 2004, we recorded $1.5 million, $34.1 million, and $7.7 million, respectively, of LTSA cancellation charges.
 
D. Power Plant Operating Leases  — We have entered into long-term operating leases for power generating facilities, expiring through 2049, including renewal options. Many of the lease agreements provide for renewal options at fair value, and some of the agreements contain customary restrictions on dividends, additional debt and further encumbrances similar to those typically found in project finance agreements. Our operating leases are not reflected on our balance sheet, and payments on our operating leases which may contain escalation clauses or step rent provisions are recognized on a straight-line basis. Certain capital improvements associated with leased facilities may be deemed to be leasehold improvements and are amortized over the shorter of the term of the lease or

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the economic life of the capital improvement. Future minimum lease payments under these leases are as follows (in thousands):

 	 	Initial	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Year	 	 	2007	 	 	2008	 	 	2009	 	 	2010	 	 	2011	 	 	Thereafter	 	 	Total	 	
 		
Watsonville	 	 	1995	 	 	$	2,905	 	 	$	2,905	 	 	$	4,065	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	9,875	 	
Greenleaf	 	 	1998	 	 	 	8,650	 	 	 	7,495	 	 	 	8,490	 	 	 	6,711	 	 	 	6,711	 	 	 	16,221	 	 	 	54,278	 	
KIAC	 	 	2000	 	 	 	23,845	 	 	 	24,473	 	 	 	24,537	 	 	 	24,548	 	 	 	24,704	 	 	 	190,831	 	 	 	312,938	 	
South Point	 	 	2001	 	 	 	9,620	 	 	 	9,620	 	 	 	9,620	 	 	 	9,620	 	 	 	67,420	 	 	 	230,149	 	 	 	336,049	 	
RockGen	 	 	2001	 	 	 	27,478	 	 	 	28,732	 	 	 	29,360	 	 	 	29,250	 	 	 	29,224	 	 	 	110,779	 	 	 	254,823	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	 	 	 	 	$	72,498	 	 	$	73,225	 	 	$	76,072	 	 	$	70,129	 	 	$	128,059	 	 	$	547,980	 	 	$	967,963	 	

 
During the years ended December 31, 2006, 2005, and 2004, rent expense for power plant operating leases amounted to $66.0 million, $104.7 million and $105.9 million, respectively. We guarantee $645.2 million of the total future minimum lease payments of our consolidated subsidiaries.
 
E. Production Royalties and Leases  — We are committed under numerous geothermal leases and right-of-way, easement and surface agreements. The geothermal leases generally provide for royalties based on production revenue with reductions for property taxes paid. The right-of-way, easement and surface agreements are based on flat rates or adjusted based on CPI changes and are not material. Under the terms of most geothermal leases, the royalties accrue as a percentage of electrical revenues. Certain properties also have net profits and overriding royalty interests that are in addition to the land base lease royalties. Some lease agreements contain clauses providing for minimum lease payments to lessors if production temporarily ceases or if production falls below a specified level.
 
Production royalties for gas-fired and geothermal facilities for the years ended December 31, 2006, 2005, and 2004, were $24.6 million, $36.9 million and $28.4 million, respectively.
 
F. Office and Equipment Leases  — We lease our corporate, regional and satellite offices as well as some of our office equipment under noncancellable operating leases expiring through 2014. Future minimum lease payments under these leases are as follows (in thousands):

2007	 	$	14,549	 	
2008	 	 	13,725	 	
2009	 	 	12,814	 	
2010	 	 	11,060	 	
2011	 	 	10,190	 	
Thereafter	 	 	19,907	 	
 	 	 	 	 	
Total	 	$	82,245	 	

 
Lease payments are subject to adjustments for our pro rata portion of annual increases or decreases in building operating costs. During the years ended December 31, 2006, 2005, and 2004, rent expense for noncancellable operating leases amounted to $15.0 million, $24.3 million and $29.7 million, respectively.
 
G. Natural Gas Purchases  — We enter into gas purchase contracts of various terms with third parties to supply gas to our gas-fired cogeneration projects. The majority of our purchases are made in the spot market or under index-priced contracts.
 
H. Guarantees  — As part of our normal business operations, we enter into various agreements providing, or otherwise arranging, financial or performance assurance to third parties on behalf of our subsidiaries. Such

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arrangements include guarantees, standby letters of credit and surety bonds. These arrangements are entered into primarily to support or enhance the creditworthiness otherwise attributed to a subsidiary on a stand-alone basis, thereby facilitating the extension of sufficient credit to accomplish the subsidiaries’ intended commercial purposes.
 
We routinely issue guarantees to third parties in connection with contractual arrangements entered into by our direct and indirect wholly owned subsidiaries in the ordinary course of such subsidiaries’ respective business, including power and natural gas purchase and sale arrangements and contracts associated with the development, construction, operation and maintenance of our fleet of power generating facilities and natural gas facilities. Under these guarantees, if the subsidiary in question were to fail to perform its obligations under the guaranteed contract, giving rise to a default and/or an amount owing by the subsidiary to the third party under the contract, we could be called upon to pay such amount to the third party or, in some instances, to perform the subsidiary’s obligations under the contract. It is our policy to attempt to negotiate specific limits or caps on our overall liability under these types of guarantees; however, in some instances, our liability is not limited by way of such a contractual liability cap.
 
At December 31, 2006, guarantees of subsidiary debt, standby letters of credit and surety bonds to third parties and guarantees of subsidiary operating lease payments and their respective expiration dates were as follows (in thousands):

Commitments Expiring	 	2007	 	 	2008	 	 	2009	 	 	2010	 	 	2011	 	 	Thereafter	 	 	Total	 	
 		
Guarantee of subsidiary debt	 	$	18,799	 	 	$	23,496	 	 	$	19,848	 	 	$	8,757	 	 	$	7,301	 	 	$	379,565	 	 	$	457,766	 	
Standby letters of credit(1)(3)	 	 	222,256	 	 	 	6,500	 	 	 	7,550	 	 	 	—	 	 	 	28,100	 	 	 	—	 	 	 	264,406	 	
Surety bonds(2)(3)(4)	 	 	—	 	 	 	25	 	 	 	—	 	 	 	50	 	 	 	—	 	 	 	11,419	 	 	 	11,494	 	
Guarantee of subsidiary operating lease payments(3)	 	 	45,748	 	 	 	45,847	 	 	 	47,470	 	 	 	45,581	 	 	 	103,355	 	 	 	357,149	 	 	 	645,150	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	$	286,803	 	 	$	75,868	 	 	$	74,868	 	 	$	54,388	 	 	$	138,756	 	 	$	748,133	 	 	$	1,378,816	 	

 

			
(1)		The standby letters of credit disclosed above include those disclosed in Note 8.	
 		
(2)		The majority of surety bonds do not have expiration or cancellation dates.	
 		
(3)		These are off balance sheet obligations.	
 		
(4)		As of December 31, 2006, $11,099 of cash collateral is outstanding related to these bonds.	
 
As of December 31, 2006, we have guaranteed $253.1 million and $83.2 million, respectively, of project financing for the Broad River Energy Center and Pasadena Power Plant and $265.2 million and $76.6 million, respectively, as of December 31, 2005, for these power plants. With respect to our Hidalgo Energy Center, we agreed to indemnify Duke Capital Corporation in the amounts of $100.3 million and $101.4 million, respectively, as of December 31, 2006 and 2005, in the event Duke Capital Corporation is required to make any payments under its guarantee of the Hidalgo facility lease. As of December 31, 2006 and 2005, we have also guaranteed $21.2 million and $24.2 million, respectively, of other miscellaneous debt. As of December 31, 2006, all of this guaranteed debt is recorded on our Consolidated Balance Sheets.
 
We have also guaranteed subsidiary debt for certain of our deconsolidated Canadian and other foreign subsidiaries which is not included in the table above. As a result of our Chapter 11 and CCAA filings, we recorded approximately $3.8 billion of expected allowed claims in LSTC on our Consolidated Balance Sheets related to these debt guarantees, some of which were redundant. The ultimate resolution and value of these claims are uncertain and are subject to the Chapter 11 cases and CCAA proceedings. See Note 3 for further information.
 
We routinely arrange for the issuance of letters of credit and various forms of surety bonds to third parties in support of our subsidiaries’ contractual arrangements of the types described above and may guarantee the operating performance of some of our partially owned subsidiaries up to our ownership percentage. The letters of credit

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outstanding under various credit facilities support CES risk management, and other operational and construction activities. In the event a subsidiary were to fail to perform its obligations under a contract supported by such a letter of credit or surety bond, and the issuing bank or surety were to make payment to the third party, we would be responsible for reimbursing the issuing bank or surety within an agreed timeframe, typically a period of one to ten days. To the extent liabilities are incurred as a result of activities covered by letters of credit or the surety bonds, such liabilities are included on our Consolidated Balance Sheets.
 
The debt on the books of our unconsolidated investments is not reflected on our balance sheet. As of December 31, 2006, our equity method investee did not carry any debt. As of December 31, 2005, equity method investee debt was approximately $164.3 million and, based on our pro rata share of each of the investments, our share of such debt would be approximately $73.9 million. All such debt was non-recourse to us. See Note 5 for additional information on our investments.
 
In the course of our business, we and our subsidiaries have entered into various purchase and sale agreements relating to stock and asset acquisitions or dispositions. These purchase and sale agreements customarily provide for indemnification by each of the purchaser and the seller, and/or their respective parent, to the counterparty for liabilities incurred as a result of a breach of a representation or warranty by the indemnifying party. These indemnification obligations generally have a discrete term and are intended to protect the parties against risks that are difficult to predict or impossible to quantify at the time of the consummation of a particular transaction.
 
Additionally, we and our subsidiaries from time to time assume other indemnification obligations in conjunction with transactions other than purchase or sale transactions. These indemnification obligations generally have a discrete term and are intended to protect our counterparties against risks that are difficult to predict or impossible to quantify at the time of the consummation of a particular transaction, such as the costs associated with litigation that may result from the transaction.
 
We have in a few limited circumstances directly or indirectly guaranteed the performance of obligations by unrelated third parties. These circumstances have arisen in situations in which a third party has contractual obligations with respect to the construction, operation or maintenance of a power generating facility or related equipment owned in whole or in part by us. Generally, the third party’s obligations with respect to related equipment are guaranteed for our direct or indirect benefit by the third party’s parent or other party. A financing party or investor in such facility or equipment may negotiate for us also to guarantee the performance of such third party’s obligations as additional support for the third party’s obligations. For example, in conjunction with the financing of the construction of our California peaker facilities, we guaranteed for the benefit of the lenders certain warranty obligations of third party suppliers and contractors.
 
I. Inland Empire Energy Center Put Option  — In connection with the July 2005 sale of our Inland Empire Energy Center development project to GE, we have a call option to purchase the facility, at predetermined prices based on the date the option is exercised and as adjusted for certain factors, in years seven through fifteen following the commercial operation date and GE can similarly require us to purchase the facility under a put option, if a specified minimum plant performance level is met, for a limited period of time in the fifteenth year, all subject to the satisfaction of various terms and conditions. If we purchase the facility under the call or put options, GE will continue to provide critical plant maintenance services throughout the remaining estimated useful life of the facility. Because of continuing involvement related to the call and put options, we have deferred the gain of approximately $10 million until the call or put option is either exercised or expires.
 
J. Litigation  — We are party to various litigation matters arising out of the normal course of business, the more significant of which are summarized below. The ultimate outcome of each of these matters cannot presently be determined, nor can the liability that could potentially result from a negative outcome be reasonably estimated presently for every case. The liability we may ultimately incur with respect to any one of these matters in the event of a negative outcome may be in excess of amounts currently accrued with respect to such matters and, as a result of

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these matters, may potentially be material to our financial position or results of operations. Further, we and the majority of our subsidiaries filed either for reorganization under Chapter 11 in the U.S. Bankruptcy Court or creditor protection under the CCAA in the Canadian Court on the Petition Date, and additional subsidiaries have filed thereafter. Generally, all actions to enforce or otherwise effect repayment of liabilities preceding the Petition Date as well as pending litigation against the Calpine Debtors are stayed while the Calpine Debtors continue their business operations as debtors-in-possession. Accordingly, unless indicated otherwise, each case listed below is currently stayed. To the extent that there are any judgments against us in any of these matters during the pendency of our Chapter 11 cases, we expect that such judgments would be classified as LSTC. See Note 3 for information regarding our Chapter 11 cases and CCAA proceedings. In addition to the Chapter 11 cases and CCAA proceedings (in connection with which certain of the matters described below arose), and the other matters described below, the Company is involved in various other claims and legal actions arising out of the normal course of its business. The Company does not expect that the outcome of such other claims and legal actions will have a material adverse effect on its financial position or results of operations.
 
Pre-Petition Litigation
 
Hawaii Structural Ironworkers Pension Fund v. Calpine, et al.   This case was brought as a class action on behalf of purchasers in Calpine’s April 2002 stock offering under Section 11 of the Securities Act. This case was filed in San Diego County Superior Court on March 11, 2003, and subsequently transferred to Santa Clara County Superior Court. Defendants in this case are Calpine Corporation, Peter Cartwright, Ann B. Curtis, John Wilson, Kenneth Derr, George Stathakis, Credit Suisse First Boston, Banc of America Securities, Deutsche Bank Securities, and Goldman, Sachs & Co. The Hawaii Structural Ironworkers Pension Fund alleges that the prospectus and registration statement for the April 2002 offering contained false or misleading statements regarding: Calpine’s actual financial results for 2000 and 2001; Calpine’s projected financial results for 2002; Mr. Cartwright’s agreement not to sell or purchase shares within 90 days of the April 2002 offering; and Calpine’s alleged involvement in “wash trades.” This action is stayed as to Calpine Corporation as a result of our Chapter 11 filing. In addition, Calpine Corporation filed a motion with the U.S. Bankruptcy Court to extend the automatic stay to the individual defendants listed above (or enjoin further prosecution of the action). The Hawaii Structural Ironworkers Pension Fund opposed that motion. On June 5, 2006, the motion was granted by the U.S. Bankruptcy Court. On June 16, 2006, the Hawaii Structural Ironworkers Pension Fund filed a notice of appeal in the SDNY Court of the U.S. Bankruptcy Court’s order extending the automatic stay to the individual defendants. On December 22, 2006, the SDNY Court affirmed the U.S. Bankruptcy Court’s order. On January 23, 2007, the Santa Clara County Superior Court ordered the action stayed as to all defendants and set a case management conference for July 17, 2007. There is no trial date in this action. We consider this lawsuit to be without merit and, should the case proceed against Calpine Corporation, intend to continue to defend vigorously against the allegations.
 
Phelps v. Calpine Corporation, et al.   Two nearly identical class action complaints alleging claims under ERISA were consolidated under the caption In re Calpine Corp. ERISA Litig. , Master File No. C 03-1685 SBA as filed in the Northern District Court against Calpine Corporation, the members of Calpine Corporation’s Board of Directors, the 401(k) Plan’s Advisory Committee and its members, signatories of the 401(k) Plan’s Annual Return/Report of Employee Benefit Plan Forms 5500 for 2001 and 2002, an employee of a consulting firm hired by the 401(k) Plan, and unidentified fiduciary defendants alleging claims under ERISA purportedly on behalf of the participants in the 401(k) Plan from January 5, 2001, to the present who invested in the Calpine unitized stock fund. Plaintiffs allege that defendants breached their fiduciary duties involving the 401(k) Plan, in violation of ERISA. All of the plaintiffs’ claims were dismissed with prejudice by the Northern District Court. The plaintiffs appealed the dismissal to the Ninth Circuit Court of Appeals. In addition, Calpine Corporation filed a motion with the U.S. Bankruptcy Court to extend the automatic stay to the individual defendants. Plaintiffs opposed the motion and the hearing was scheduled for June 5, 2006; however, prior to the hearing, the parties stipulated to allow the appeal to proceed. If the Northern District Court ruling is reversed, the plaintiffs may then seek leave from the

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U.S. Bankruptcy Court to proceed with the action. Plaintiff’s opening brief was filed with the Ninth Circuit Court of Appeals on November 6, 2006. The Ninth Circuit has stayed further briefing on the appeal pending completion of the parties’ participation in the court’s alternative dispute resolution program. We consider this lawsuit to be without merit and, should the case proceed against Calpine Corporation, intend to continue to defend vigorously against the allegations.
 
Johnson v. Peter Cartwright, et al.   On December 17, 2001, a shareholder filed a derivative lawsuit on behalf of Calpine Corporation against its directors and one of its senior officers. This lawsuit is styled Johnson vs. Cartwright, et al. (No. CV803872) and is pending, but stayed, in Santa Clara County Superior Court. Calpine Corporation is a nominal defendant in this lawsuit, which alleges claims relating to purportedly misleading statements about Calpine Corporation and stock sales by certain of the director defendants and the officer defendant. On July 1, 2003, the Santa Clara County Superior Court granted Calpine Corporation’s motion to stay this proceeding until In re Calpine Corporation Securities Litigation , an action then-pending in the Northern District of California, was resolved, or until its further order. In re Calpine Corporation Securities Litigation was resolved by a settlement in November 2005. This case is stayed as to Calpine Corporation as a result of our Chapter 11 filing. In addition, Calpine Corporation filed a motion with the U.S. Bankruptcy Court to extend the automatic stay to the individual defendants and plaintiff opposed the motion. On June 5, 2006, the motion was granted by the U.S. Bankruptcy Court extending the stay to the individual defendants and ruling that plaintiff has no standing to pursue derivative claims because they are now property of the estate. Accordingly, the case is now stayed as to Calpine Corporation and the individual defendants. We consider this lawsuit to be without merit and, should the case proceed against Calpine Corporation, intend to defend vigorously against the allegations if the stay is lifted.
 
Panda Energy International, Inc., et al. v. Calpine Corporation, et al.   On November 5, 2003, Panda filed suit in the U.S. District Court, Northern District of Texas against Calpine Corporation and certain of its affiliates alleging, among other things, that defendants breached duties of care and loyalty allegedly owed to Panda by failing to correctly construct and operate the Oneta power plant, which we had acquired from Panda, in accordance with Panda’s original plans. Panda alleges that it is entitled to a portion of the profits of the Oneta plant and that the defendant’s actions have reduced the profits from Oneta thereby undermining Panda’s ability to repay monies owed to Calpine on December 1, 2003, under a promissory note on which approximately $48.5 million (including related interest) was outstanding at December 31, 2006. Calpine has filed a counterclaim against Panda based on a guaranty. Defendants have also been successful in dismissing the causes of action alleged by Panda for federal and state securities laws violations. We consider Panda’s lawsuit to be without merit and intend to vigorously defend it. Calpine stopped accruing interest income on the promissory note due December 1, 2003, as of the due date because of Panda’s default on repayment of the note. Trial was set for May 22, 2006, but did not proceed due to the stay. There has been no activity since the Petition Date.
 
Snohomish PUD No. 1, et al. v. FERC (regarding Nevada Power Company and Sierra Pacific Power Company v. Calpine Energy Services, L.P. complaint dismissed by FERC). On December 4, 2001, NPC and SPPC filed a complaint with FERC under Section 206 of the FPA against a number of parties to their PPAs, including CES. NPC and SPPC allege in their complaint that the prices they agreed to pay in certain of the PPAs, including those signed with CES, were negotiated during a time when the spot power market was dysfunctional and that they are unjust and unreasonable. The complaint therefore sought modification of the contract prices. The administrative law judge issued an Initial Decision on December 19, 2002, that found for CES and the other respondents in the case and denied NPC and SPPC the relief that they were seeking. In a June 26, 2003 order, FERC affirmed the judge’s findings and dismissed the complaint, and subsequently denied rehearing of that order. The case was appealed to the Ninth Circuit Court of Appeals. On December 19, 2006, the Ninth Circuit issued a decision finding that FERC erred in its legal analysis and remanded the cases to FERC for further review. Petitions for Certiorari may be filed, resulting in a delay and possible overturn of the Ninth Circuit’s remand order. We are not able to predict at this time whether requests for Petitions for Certiorari will be filed, or if filed, whether such requests will be granted. Consequently, we cannot predict at this time the outcome of this case or the impact it will have on CES.

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Transmission Service Agreement with Nevada Power Company.   On September 30, 2004, NPC filed a complaint in state district court of Clark County, Nevada against Calpine Corporation, Moapa, FFIC and unnamed parties alleging, among other things, breach by Calpine Corporation of its obligations under a TSA between Calpine Corporation and NPC for 400 MW of transmission capacity and breach by FFIC of its obligations under a surety bond, which surety bond was issued by FFIC to NPC to support Calpine Corporation’s obligations under this TSA. This proceeding was removed from state court to the U.S. District Court for the District of Nevada. On December 10, 2004, FFIC filed a motion to dismiss, which was granted on May 25, 2005 with respect to claims asserted by NPC that FFIC had breached its obligations under the surety bond by not honoring NPC’s demand that the full amount of the surety bond ($33.3 million) be paid to NPC in light of Calpine Corporation’s failure to provide replacement collateral upon the expiration of the surety bond on May 1, 2004. NPC’s motion to amend the complaint was granted on November 17, 2005 and its amended complaint was filed December 8, 2005. This case was stayed as to Calpine Corporation and Moapa on the Petition Date, but not as to co-defendant FFIC. On February 10, 2006, FFIC filed a motion to dismiss NPC’s amended complaint for failure to state a claim against FFIC. On June 1, 2006, the district court issued an order denying FFIC’s motion. FFIC answered the amended complaint on June 16, 2006. On August 1, 2006, the U.S. Debtors filed an adversary complaint and motion against NPC seeking an extension of the automatic stay, or in the alternative, a temporary injunction to preclude NPC from pursuing its derivative claims against FFIC while the U.S. Debtors restructured. On August 16, 2006, NPC agreed to take no further action in the Nevada district court litigation until the U.S. Bankruptcy Court ruled on the U.S. Debtors’ motion. The Creditors’ Committee and FFIC filed motions to intervene in the adversary proceeding, which were granted on October 25, 2006. Also on October 25, 2006, the U.S. Bankruptcy Court granted the U.S. Debtors’ motion, enjoining prosecution of the NPC action until after the successful implementation of a plan of reorganization or further order of the U.S. Bankruptcy Court. On November 1, 2006, NPC filed a notice of appeal of the U.S. Bankruptcy Court’s decision enjoining prosecution of the NPC action. NPC filed its Initial Brief on Appeal on January 4, 2007; Calpine filed its Brief of Appellees on January 30, 2007.
 
Harbert Distressed Investment Master Fund, Ltd. v. Calpine Canada Energy Finance II ULC, et al.   On May 5, 2005, the Harbert Distressed Fund filed an application in the Supreme Court of Nova Scotia against Calpine Corporation and certain of its subsidiaries, including ULC II, the issuer of certain senior notes held by the Harbert Distressed Fund, and CCRC, the parent company of ULC II. Calpine Corporation has guaranteed the ULC II senior notes. In June 2005, the ULC II senior notes indenture trustee joined the application as co-applicant on behalf of all holders of the ULC II senior notes. The Harbert Distressed Fund and the ULC II senior notes indenture trustee alleged that Calpine Corporation, CCRC and ULC II violated the Harbert Distressed Fund’s rights under Nova Scotia laws in connection with certain financing transactions completed by CCRC or subsidiaries of CCRC.
 
On August 2, 2005, the Supreme Court of Nova Scotia denied all relief to the Harbert Distressed Fund and all other holders of the ULC II senior notes that purchased ULC II senior notes on or after September 1, 2004. However, the Supreme Court of Nova Scotia did state that a remedy should be granted to any holder of ULC II senior notes, other than the Calpine respondent companies, that purchased ULC II senior notes prior to September 1, 2004 and that continued to hold those ULC II senior notes on August 2, 2005 and in connection therewith ordered CCRC to maintain control of the net proceeds from the sale of the Saltend facility until a final order was issued. On November 30, 2005, the ULC II senior notes indenture trustee filed a final report confirming the aggregate face value of bonds held by holders of the ULC II senior notes that purchased such ULC II senior notes prior to September 30, 2004 and that continued to hold those ULC II senior notes on August 2, 2005 was (at then-current exchange rates) approximately $42.1 million.
 
On December 19 and 20, 2005, the parties reappeared before the Supreme Court of Nova Scotia to settle the terms of the final order. After argument, and to enable the parties to address an application by the ULC II senior notes indenture trustee to produce further information and documentation, this application was adjourned to January 12, 2006. On the Petition Date, in addition to Calpine’s Chapter 11 filing, the Canadian Debtors, including ULC II and CCRC instituted the CCAA proceedings before the Canadian Court. As a result of the Chapter 11 cases

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and CCAA proceedings, all Canadian legal proceedings are stayed, and in particular the application to settle the final order in the application has been adjourned indefinitely.
 
In connection with the CCAA proceedings, Calpine Corporation had given undertakings to the Canadian Court and to the ULC II senior notes indenture trustee that: (i) the net Saltend sale proceeds remained at Calpine UK Holdings Limited, a subsidiary of CCRC; (ii) Calpine Corporation intended to continue to hold the monies there and would provide advance notice to the ULC II senior notes indenture trustee and the service list in the CCAA proceedings if that intention changed; (iii) the Saltend sale proceeds held at Calpine UK Holdings Limited were not pledged as collateral for the DIP Facility; and (iv) Calpine Corporation would provide advance notice to the ULC II senior notes indenture trustee and the service list in the CCAA proceedings of any filing of Calpine UK Holdings Limited in Canada, the U.S. or the United Kingdom. On July 31, 2006, consistent with the undertakings given to the Canadian Court and the order entered by the Supreme Court of Nova Scotia dated August 2, 2005, the Canadian Debtors gave notice that the net proceeds of the Saltend sale were being (and now have been) repatriated to Canadian Debtor CCRC.
 
Harbert Convertible Arbitrage Master Fund, Ltd. et al. v. Calpine Corporation.   Plaintiff Harbert Convertible Fund and two affiliated funds filed this action on July 11, 2005, in the New York County Supreme Court, and filed an amended complaint on July 19, 2005. In their amended complaint, plaintiffs allege that in a July 5, 2005 letter to Calpine Corporation they provided “reasonable evidence” as required under the indenture governing the 2014 Convertible Notes that, on one or more days beginning on July 1, 2005, the trading price of the 2014 Convertible Notes was less than 95% of the product of the common stock price multiplied by the conversion rate, as those terms are defined in the 2014 Convertible Notes indenture, and that Calpine Corporation therefore was required to instruct the bid solicitation agent for the 2014 Convertible Notes to determine the trading price beginning on the next trading day. If the trading price as determined by the bid solicitation agent was below 95% of the product of the common stock price multiplied by the conversion rate for the next five consecutive trading days, then the 2014 Convertible Notes would become convertible into cash and common stock for a limited period of time. Plaintiffs have asserted a claim for breach of contract, seeking unspecified damages, because Calpine Corporation did not instruct the bid solicitation agent to begin to calculate the trading price. In addition, plaintiffs sought a declaration that Calpine had a duty, based on the statements in the July 5th letter, to commence the bid solicitation process, and also sought injunctive relief to force Calpine Corporation to instruct the bid solicitation agent to determine the trading price of the 2014 Convertible Notes.
 
On November 18, 2005, Harbert Convertible Fund filed a second amended complaint for breach and anticipatory breach of indenture, which also added the 2014 Convertible Notes trustee as a plaintiff. At a court hearing on November 22, 2005, counsel for Harbert Convertible Fund and the 2014 Convertible Notes trustee again sought an expedited trial, stating that plaintiffs were willing to forego affirmative discovery and could respond to Calpine Corporation’s forthcoming discovery requests promptly. The New York County Supreme Court ordered Harbert Convertible Fund and the 2014 Convertible Notes trustee to provide specified discovery immediately, to respond promptly to any additional discovery demands from Calpine Corporation, and ordered the parties to commence depositions in January 2006. The New York County Supreme Court did not set a firm trial date, but suggested that a trial could occur by early March 2006. Calpine Corporation moved to dismiss the second amended complaint on December 13, 2005. In the meantime, Harbert Convertible Fund and the 2014 Convertible Notes trustee delayed providing any discovery, stating their belief that a bankruptcy filing was imminent that could moot the case or in any event stay it. There has been no activity since the Petition Date.
 
Whitebox Convertible Arbitrage Fund, L.P., et al. v. Calpine Corporation.   Plaintiff Whitebox Convertible Arbitrage Fund, L.P. and seven affiliated funds filed an action in the New York County Supreme Court for breach of contract on October 17, 2004. The factual allegations and legal basis for the claims set forth in that action are nearly identical to those set forth in the Harbert Convertible Fund filings. On October 19, 2005, the Whitebox plaintiffs filed a motion for preliminary injunctive relief, but withdrew the motion on November 7, 2005. Whitebox had

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informed Calpine Corporation and the New York County Supreme Court that the Trustee was considering intervening in the case and/or filing a similar action for the benefit of all holders of the 2014 Convertible Notes. There has been no activity since the Petition Date.
 
Calpine Corporation v. The Bank of New York, Collateral Trustee for Senior Secured Note Holders, et al.   In September of 2005, Calpine Corporation received a letter from the Collateral Trustee informing Calpine of disagreements purportedly raised by certain holders of First Priority Notes regarding Calpine Corporation’s reinvestment of the proceeds from its recent sale of natural gas assets to Rosetta. As a result of these concerns, the Collateral Trustee informed Calpine Corporation that it would not allow further withdrawals from the gas sale proceeds account until these disagreements were resolved. On September 26, 2005, Calpine Corporation filed a Declaratory Relief Action in the Delaware Court of Chancery against the Collateral Trustee and the First Priority Trustee, seeking a declaration that Calpine Corporation’s past and proposed purchases of natural gas assets were permitted by the indenture for the First Priority Notes and related documents, and also seeking an injunction compelling the Collateral Trustee to release funds requested to be withdrawn.
 
The First Priority Trustee counterclaimed, seeking an order compelling Calpine Corporation to, among other things, (i) pay damages in an amount not less than $365 million plus prejudgment interest either to the First Priority Trustee or into the gas sale proceeds account; (ii) return to the gas sale proceeds account all amounts previously withdrawn from such account and used by Calpine Corporation to purchase natural gas in storage; and (iii) indemnify the First Priority Trustee for all expenses incurred in connection with defending the lawsuit and pursuing counterclaims. In addition, the Second Priority Trustee intervened on behalf of the holders of the Second Priority Notes. Calpine Corporation filed a motion to dismiss the First Priority Trustee’s counterclaims on the grounds that the holders of the First Priority Notes (and the First Priority Trustee on behalf of the holders of the First Priority Notes) had no remaining right under the indenture governing the First Priority Notes to obtain the relief requested because Calpine Corporation had made, and the holders of the First Priority Notes had subsequently declined, an offer to purchase all of the First Priority Notes at par. A bench trial on the above claims was held before the Delaware Court of Chancery on November 11, 2005.
 
Following a one-day bench trial, post-trial briefing and oral argument, the Delaware Chancery Court ruled against Calpine Corporation on November 22, 2005, holding that Calpine’s use of approximately $313 million of gas sale proceeds (including related interest) to purchase certain gas storage inventory violated the indentures governing Calpine’s Second Priority Notes and that use of the proceeds for similar contracts was impermissible. The Chancery Court denied the First Priority Trustee’s counterclaims on the grounds asserted in Calpine Corporation’s motion to dismiss — namely, that the First Priority Trustee had no right to the requested relief under the indenture governing the First Priority Notes because the holders of the First Priority Notes had declined an offer made by Calpine Corporation to purchase all of the First Priority Notes at par. On December 5, 2005, the Chancery Court entered a Final Order and Judgment affording Calpine Corporation until January 22, 2006, to restore to a collateral account $311.8 million, plus interest. Calpine Corporation appealed, and the First Priority Trustee and Second Priority Trustee cross-appealed. On December 16, 2005, the Delaware Supreme Court affirmed the Chancery Court’s ruling that Calpine’s use of proceeds was impermissible; reversed the decision that the First Priority Trustee lacked standing to object to such use; and directed the Chancery Court to issue a modified final order in accordance with the Delaware Supreme Court’s decision. An Amended Final Order was entered by the Chancery Court on December 20, 2005. There was no activity since the Petition Date until on February 2, 2007, when the Chancery Court closed the case upon the agreement of all parties.
 
CPUC Proceeding Regarding QF Contract Pricing for Past Periods.   Our QF contracts with PG&E provide that the CPUC has the authority to determine the appropriate utility “avoided cost” to be used to set energy payments by determining the short run avoided cost, or SRAC, energy price formula. In mid-2000, our QF facilities elected the option set forth in Section 390 of the California Public Utilities Code, which provided QFs the right to elect to receive energy payments based on the CalPX market clearing price instead of the SRAC price

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administratively determined by the CPUC. Having elected such option, our QF facilities were paid based upon the CalPX Price for various periods commencing in the summer of 2000 until January 19, 2001, when the CalPX ceased operating a day-ahead market. The CPUC has conducted proceedings (R.99-11-022) to determine whether the CalPX Price was the appropriate price for the energy component upon which to base payments to QFs which had elected the CalPX-based pricing option. In late 2000, the CPUC Commissioner assigned to the matter issued a proposed decision to the effect that the CalPX Price was the appropriate energy price to pay QFs who selected the pricing option then offered by Section 390, but the CPUC has yet to issue a final decision. Therefore, it is possible that the CPUC could order a payment adjustment based on a different energy price determination.
 
On April 14, 2006, our QFs with existing QF contracts with PG&E executed amendments to, among other matters, adjust the energy price paid and to be paid to QFs and extinguish any potential refund obligation to PG&E for energy payments these QFs received based on the CalPX Price. Each amendment, when effective, authorizes PG&E to pay an adjusted energy price under our existing QF contracts prospectively for a number of years as part of the consideration for the extinguishment of the potential for any retroactive refund liability relating to the energy payments based on the CalPX Price. On April 18, 2006, PG&E and the Independent Energy Producers Association filed a joint motion requesting that the CPUC approve the settlement and the individual QF contract amendments, including our existing QF contracts. On June 21, 2006, a proposed decision was issued by the CPUC administrative law judges assigned to the case approving the joint motion. The amendments and the settlement were not effective until the CPUC issued a decision and such decision was deemed final. On July 20, 2006, the CPUC issued a decision approving both the settlement and the individual QF contract amendments. Pursuant to the settlement, both the settlement and the amendments were not effective until the thirty-day appeal period had been exhausted, which occurred on August 19, 2006. As a result of the settlement, on January 29, 2007, PG&E withdrew its proofs of claim previously filed in the Chapter 11 cases.
 
California Refund Proceeding.   On August 2, 2000, the California refund proceeding was initiated by a complaint made at the FERC, by SDG&E under Section 206 of the FPA alleging, among other things, that the markets operated by CAISO, and the CalPX, were dysfunctional. FERC established a refund effective period of October 2, 2000, to June 19, 2001, for sales made into those markets. Based on a numerous FERC orders, we believe, based on the available information, that any refund liability that may be attributable to us could total approximately $10.1 million (plus interest, if applicable), after taking the appropriate setoffs for outstanding receivables owed by the CalPX and CAISO to Calpine. We believe we have appropriately reserved for the refund liability that by our current analysis would potentially be owed as refunds. The final determination of the refund liability and the allocation of payment obligations among the numerous buyers and sellers in the California markets is subject to further FERC proceedings to ascertain the allocation of payment obligations among the numerous buyers and sellers in the California markets.
 
During the last quarter of 2006 and first quarter of 2007, Calpine participated in a mediation process sponsored by the U.S. Court of Appeals for the Ninth Circuit and FERC to resolve outstanding refund liabilities attributable to parties who had bought and sold energy during the Refund Period through the Automated Power Exchange, Inc. Having reached a conditional settlement, Calpine, along with many other market participants executed the APX Settlement and Release of Claims Agreement, whereby, among other things, Calpine would be released by the settling parties of substantially all of its liability in the refund proceeding. FERC, which is a party to the settlement agreement, will release all but $1 million in claims of approximately $14 million in claims it has filed against Calpine associated with the refund proceeding in our Chapter 11 cases. In addition to a release of substantially all liability in the refund proceeding, including the withdrawal by the various claimants of their proofs of claim in the Chapter 11 cases, within ten days from the effectiveness of the settlement agreement, Calpine will receive approximately $2.6 million, plus accrued interest, as payment for outstanding receivables. This payment constitutes a recovery of approximately 50% of the outstanding receivable owed to Calpine from the CalPX and CAISO. In calculating its exposure and reserve requirements associated with the refund proceeding, Calpine recognized that any amounts owing from the CalPX or CAISO could potentially be subject to setoff against Calpine’s refund exposure.

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The effectiveness of the settlement agreement is subject to certain conditions precedent, including the approvals by the U.S. Bankruptcy Courts administering each of the Calpine Corporation and the Enron Corp. bankruptcies of the release of claims set forth in the settlement agreement and approval by FERC of the settlement agreement. Calpine obtained approval of the settlement agreement from the U.S. Bankruptcy Court on February 7, 2007. Enron received approval of the settlement agreement from the bankruptcy court with jurisdiction over its bankruptcy on January 25, 2007. FERC issued an order approving the settlement agreement on March 1, 2007.
 
Geysers RMR Section 206 Proceeding.   CAISO, EOB, CPUC, PG&E, SDG&E, and Southern California Edison Company, which we refer to collectively as the “Buyers Coalition” filed a complaint on November 2, 2001, at FERC requesting the commencement of a FPA Section 206 proceeding to challenge one component of a number of separate settlements previously reached on the terms and conditions of RMR Contracts with certain generation owners, including GPC, which settlements were also previously approved by FERC. RMR Contracts require the owner of the specific generation unit to provide energy and ancillary services when called upon to do so by the ISO to meet local transmission reliability needs or to manage transmission constraints. The Buyers Coalition asked FERC to find that the availability payments under these RMR Contracts are not just and reasonable. On June 3, 2005, FERC issued an order dismissing the Buyers Coalition’s complaint against all named generation owners, including GPC. On August 2, 2005, FERC issued an order denying requests for rehearing of its order. On September 23, 2005, the Buyers Coalition (with the exclusion of the CAISO) filed a Petition for Review with the U.S. Court of Appeals for the D.C. Circuit, seeking review of FERC’s order dismissing the complaint. On May 18, 2006, FERC filed a motion with the D.C. Circuit Court requesting the court to hold the proceeding in abeyance and to voluntarily remand the case to FERC in order to permit FERC to further consider the issues raised. On June 19, 2006, the D.C. Circuit Court granted FERC’s motion. On July 10, 2006, the Buyers Coalition filed a motion asking FERC to establish hearing procedures in this proceeding. On July 25, 2006, Calpine submitted an answer to the Buyers Coalition motion, urging FERC to uphold its prior decisions rejecting the complaint and terminating the proceedings. FERC has taken no action on remand. On or about October 12, 2006, GPC, Delta Energy Center, LLC, and certain other Calpine entities executed a Settlement and Release of Claims Agreement with the CAISO, EOB and PG&E resolving the claims under the Geysers RMR Section 206 Proceeding and the Delta RMR Proceeding (discussed below).
 
Delta RMR Proceeding.   Through our subsidiary Delta Energy Center, LLC, we are party to a recurring, yearly RMR Contract, which the CAISO originally entered into in 2003 and renewed for the calendar years 2004, 2005 and 2006. The Delta RMR contract was not renewed for the calendar year 2007. When the Delta RMR Contract was first offered by us, several issues about the contract were disputed, including whether the CAISO accepted Delta’s bid for RMR service; whether the CAISO was bound by Delta’s bid price; and whether Delta’s bid price was just and reasonable. The Delta RMR Contract was filed and accepted by FERC effective February 10, 2003, subject to refund. On May 30, 2003, the CAISO, PG&E and Delta entered into a settlement regarding the Delta RMR Contract. Under the terms of this settlement, the parties agreed to interim RMR rates which Delta would collect, subject to refund, from February 10, 2003, forward. The parties agreed to defer further proceedings on the Delta RMR Contract until a similar RMR proceeding involving Mirant Corp. was resolved by FERC. Under the terms of the settlement, Delta continued to provide services to the CAISO pursuant to the interim RMR rates, terms and conditions. Since the settlement was entered into, Delta and CAISO have entered into RMR Contracts for the years 2003, 2004 and 2005 pursuant to the terms of the settlement.
 
On June 3, 2005, FERC issued a final order in the Mirant Corp. RMR proceeding, resolving that proceeding and triggering the reopening of the settlement. On November 30, 2005, Delta filed revisions to the Delta RMR contract with FERC, proposing to change the method by which RMR rates are calculated for Delta effective January 1, 2006. On January 27, 2006, FERC issued an order accepting the new Delta RMR rates effective January 1, 2006 and consolidated the issues from the settlement with the 2006 RMR case. FERC set the proceeding for hearing, but has suspended hearing procedures pending settlement discussions among the parties with respect to the rates for both the February 10, 2003 through December 31, 2005, period and the calendar year 2006 period. In

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addition, to resolve credit concerns raised by certain intervening parties, Delta has begun to direct into an escrow account the difference between the previously filed rate and the 2006 rate pending the determination by FERC as to whether Delta is obligated to refund some portion of the rate collected in 2006. On or about October 12, 2006, GPC, Delta Energy Center, LLC, and certain other Calpine entities executed a Settlement and Release of Claims Agreement with the CAISO, EOB and PG&E resolving the claims under the Delta RMR Proceeding and the Geysers RMR Section 206 Proceeding (discussed below).
 
Settlement of Geysers and Delta RMR Proceedings.   The Settlement and Release of Claims Agreement with the CAISO, EOB and PG&E was filed on October 19, 2006, at the FERC. In addition to being subject to FERC approval, the effectiveness of the settlement agreement was contingent upon the satisfaction of certain conditions precedent set forth in other agreements entered into between certain Calpine entities, including GPC, and PG&E. As the parties have agreed that Delta’s 2006 rates shall be the same as the 2005 rates, upon effectiveness of the settlement agreement, Delta must release to the CAISO amounts held in the escrow account. This settlement was part of a larger settlement involving the resolution of a number of RMR-related claims for which PG&E and the CAISO had filed proofs of claim in the Chapter 11 cases amounting to approximately $376 million. Pursuant to the settlement agreement, the $376 million in proofs of claim was required to be withdrawn by PG&E and CAISO within five business days after the settlement agreement was approved by FERC and, to the extent necessary, the U.S. Bankruptcy Court and CPUC. Although the overall settlement was subject to FERC approval, on October 24, 2006, we filed a motion with the U.S. Bankruptcy Court for approval of the release of certain Calpine claims under the Settlement and Releases of Claims Agreement. The U.S. Bankruptcy Court issued a decision approving the motion on November 15, 2006. On December 28, 2006, FERC issued an order conditionally approving the RMR Settlement Agreement. On January 12, 2007, CAISO, EOB, PG&E and the signatory Calpine entities made a filing at FERC demonstrating through an amendment to the RMR Settlement Agreement compliance with the December 28, 2006, FERC Order. On January 19, 2007, the CAISO filed notice in the U.S. Bankruptcy Court withdrawing approximately $187 million of the $376 million in proofs of claim related to this matter. All conditions precedent have now been met and the Settlement and Release of Claims Agreement became effective on February 22, 2007. On February 22, 2007, PG&E filed its notice in the U.S. Bankruptcy Court withdrawing the remaining approximately $189 million in proofs of claim related to the Geysers and Delta RMR proceedings.
 
Pit River Tribe, et al. v. Bureau of Land Management, et al. On June 17, 2002, Pit River filed suit in the U.S. District Court for the Eastern District of California seeking to enjoin further exploration, construction and development of the Calpine Fourmile Hill Project at Glass Mountain. It challenges the validity of the decisions of the BLM and the Forest Service to permit the development of the project under leases previously issued by the BLM. The lawsuit also sought to invalidate the leases. Only declaratory and equitable relief were sought. Calpine’s answer was submitted on August 20, 2002. Cross-motions for summary judgment on all claims in the lawsuit were submitted in May and June 2003. The court held oral argument on the motions on September 10, 2003, and took the motions under advisement. Defendants’ motions for summary judgment were granted on February 13, 2004, and the lawsuit was dismissed. Plaintiff filed an appeal to the Ninth Circuit Court of Appeals on April 15, 2004. Briefing in the appeal was completed on December 6, 2004. Following our Chapter 11 filing, Pit River and Calpine filed a stipulation with the U.S. Bankruptcy Court to lift the automatic stay to allow the appeal to proceed with oral arguments, which were held on February 14, 2006. On November 5, 2006, the Ninth Circuit Court of Appeals issued a decision granting the plaintiffs relief by holding that the BLM had not complied with the National Environmental Policy Act when granting the lease extensions and, therefore, held that the extensions were invalid. Calpine is currently reviewing the order and considering its alternatives. On February 20, 2007, the federal appellees filed a Petition for Panel Rehearing of the November 5, 2006, order. Calpine filed its Petition for Rehearing and Suggestion for Rehearing En Banc on February 21, 2007.

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Chapter 11 Related Litigation
 
Appeal Related to Rejection of Power Purchase Agreements.   On December 21, 2005, we filed a motion with the U.S. Bankruptcy Court to reject eight PPAs and to enjoin FERC from asserting jurisdiction over the rejections. The U.S. Bankruptcy Court issued a temporary restraining order against FERC and set the matter for a hearing on January 5, 2006. Under most of the PPAs sought to be rejected, we are obligated to sell power at prices that are significantly lower than currently prevailing market prices. On December 29, 2005, certain counterparties to the various PPAs filed an action in the SDNY Court arguing that the U.S. Bankruptcy Court did not have jurisdiction over the dispute. On January 5, 2006, the SDNY Court entered an order that had the effect of transferring our motion seeking to reject the eight PPAs and our related request for an injunction against FERC to the SDNY Court from the U.S. Bankruptcy Court. Earlier, however, on December 19, 2005, CDWR, a counterparty to one of the eight PPAs, had filed a complaint with FERC seeking to obtain injunctive relief to prevent us from rejecting our PPA with CDWR and contending that FERC had exclusive jurisdiction over the matter. On January 3, 2006, FERC determined that it did not have exclusive jurisdiction, and that the matter could be heard by the U.S. Bankruptcy Court. However, despite the FERC ruling, on January 27, 2006, the SDNY Court determined that FERC had jurisdiction over whether the contracts could be rejected. We appealed the SDNY Court’s decision to the U.S. Court of Appeals for the Second Circuit. The appeal was heard on April 10, 2006, and we have not yet received a decision. We cannot determine at this time whether the SDNY Court, the U.S. Bankruptcy Court or FERC will ultimately determine whether we may reject any or all of the eight PPAs, or when such determination will be made. In the meantime, three of the PPAs have been terminated by the applicable counterparties, and three of the PPAs are the subject of negotiated settlements. We continue to perform under the PPAs that remain in effect, subject to any modifications agreed to by the parties and we exercised our option under one such PPA to terminate the PPA in April 2008 prior to the remaining five years of its original term. We cannot presently determine the ultimate outcome of the pending court cases nor the market factors that will need to be considered in valuing the contracts to be rejected and therefore are unable to estimate the expected allowed claims related to these PPAs.
 
First Priority Notes Makewhole Litigation.   In June 2006, pursuant to orders of the U.S. Bankruptcy Court, we completed repayment of the First Priority Notes at par ($646.1 million) plus accrued and unpaid interest. The repayment orders provided that such repayment was without prejudice to the rights of the holders of the First Priority Notes to pursue their demand for payment of a “make whole” premium they alleged to be due as a result of our repayment of First Priority Notes prior to their stated maturity. The First Priority Trustee appealed each of the repayment orders to the SDNY Court. In addition, the First Priority Trustee filed an adversary proceeding in the U.S. Bankruptcy Court on behalf of the holders of the First Priority Notes seeking a declaratory judgment on the merits of their demand for a “make whole” premium. On June 21, 2006, the U.S. Bankruptcy Court entered an order approving our request to extend the date by which we were required to answer or otherwise move with respect to the First Priority Trustee’s adversary proceeding until ten days after a final order was entered in the First Priority Trustee’s appeal to the SDNY Court of the repayment orders. The First Priority Trustee then appealed the U.S. Bankruptcy Court’s June 21, 2006, order to the SDNY Court as well, and on July 24, 2006, the SDNY Court entered an order consolidating both appeals. On January 9, 2006, the SDNY Court affirmed the U.S. Bankruptcy Court’s repayment orders, and dismissed for lack of appellate jurisdiction the First Priority Trustee’s appeal of the U.S. Bankruptcy Court’s June 21, 2006, order. On February 8, 2007, the First Priority Trustee filed a notice of appeal of the SDNY Court’s opinion to the Second Circuit Court of Appeals. The First Priority Trustee’s adversary proceeding remains pending in the U.S. Bankruptcy Court.
 
Calpine Canada Natural Gas Partnership v. Calpine Energy Services Canada Partnership, et al.   On December 14, 2006, CCNG commenced an action in the Canadian Court against CES-Canada and Lisa Winslow, the trustee of CGCT to, among other things, set aside the transfer of a 49.995% limited partnership interest in Greenfield LP from CES-Canada to CGCT as a fraudulent conveyance or preference. This action alleges that approximately one month prior to CES-Canada seeking protection under the CCAA, CES-Canada transferred its ownership interest in Greenfield LP to CGCT for $100.00. The Plaintiff, a Canadian Debtor and creditor of

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CES-Canada, alleges that the value of the interest in Greenfield LP was materially in excess of the stated consideration and that the transfer was made with the intent to delay, hinder, defraud, prejudice or postpone the creditors of CES-Canada.
 
On December 19, 2006, CPLP, a non-party to the action, brought a motion in the Canadian Court seeking to temporarily enjoin CGCT from transferring or otherwise disposing of any interest it may have in Greenfield LP and for an order compelling the production of information relating to the transfer. CPLP is a creditor of CES-Canada. On December 22, 2006, the trustee of CGCT confirmed in writing that CGCT would not transfer, encumber, or otherwise dispose of the Greenfield Interest without first providing 10 days notice to CPLP and the Canadian Debtors or, in the alternative, on consent or pursuant to court order. The motion scheduled for December 22, 2006 was adjourned.
 
On January 15, 2007, the unitholders of CGCT brought a motion in the Canadian Court to be added as parties to the action or, in the alternative, to be joined as intervenors in order to protect their financial and legal interests. The motion has been adjourned indefinitely. Discussions related to a litigation protocol governing the conduct of the action are in progress.

16.  	Quarterly Consolidated Financial Data (unaudited)	
 
Our quarterly operating results have fluctuated in the past and may continue to do so in the future as a result of a number of factors, including, but not limited to, our restructuring activities including asset sales and Chapter 11 claims assessment, the completion of development projects, the timing and amount of curtailment of operations under the terms of certain PPAs, the degree of risk management and trading activity, and variations in levels of production. Furthermore, the majority of the dollar value of capacity payments under certain of our PPAs are received during the months of May through October.

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CALPINE CORPORATION AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Quarter Ended	 	
 	 	December 31	 	 	September 30	 	 	June 30	 	 	March 31	 	
 	 	(In thousands, except per share amounts)	 	

2006 Common stock price per share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
High	 	$	1.46	 	 	$	0.47	 	 	$	0.52	 	 	$	0.35	 	
Low	 	 	0.26	 	 	 	0.32	 	 	 	0.21	 	 	 	0.15	 	
2006	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenue	 	$	1,599,815	 	 	$	2,158,379	 	 	$	1,591,931	 	 	$	1,355,635	 	
Loss from repurchase of various issuances of debt	 	 	—	 	 	 	—	 	 	 	18,131	 	 	 	—	 	
Operating plant impairments	 	 	(10	)	 	 	7	 	 	 	2,847	 	 	 	49,653	 	
Gross profit	 	 	77,325	 	 	 	409,590	 	 	 	206,068	 	 	 	55,028	 	
Equipment, development project and other impairments	 	 	806	 	 	 	(3,462	)	 	 	62,076	 	 	 	5,555	 	
Income (loss) from operations	 	 	37,338	 	 	 	354,689	 	 	 	89,508	 	 	 	(9,456	)	
Reorganization items	 	 	(126,638	)	 	 	145,273	 	 	 	655,106	 	 	 	298,215	 	
Income (loss) before discontinued operations	 	 	(359,367	)	 	 	1,662	 	 	 	(817,759	)	 	 	(589,948	)	
Discontinued operations, net of tax	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
Cumulative effect of a change in accounting principle	 	 	—	 	 	 	—	 	 	 	—	 	 	 	505	 	
Net income (loss)	 	$	(359,367	)	 	$	1,662	 	 	$	(817,759	)	 	$	(589,443	)	
Basic and diluted earnings (loss) per common share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) before discontinued operations	 	$	(0.75	)	 	$	—	 	 	$	(1.71	)	 	$	(1.23	)	
Discontinued operations, net of tax	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
Cumulative effect of a change in accounting principle	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
Net income (loss)	 	 	(0.75	)	 	 	—	 	 	 	(1.71	)	 	 	(1.23	)	
2005 Common stock price per share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
High	 	$	3.05	 	 	 	3.88	 	 	 	3.60	 	 	 	3.80	 	
Low	 	 	0.20	 	 	 	2.26	 	 	 	1.45	 	 	 	2.64	 	
2005(1)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenue	 	$	2,586,430	 	 	$	3,281,590	 	 	$	2,198,907	 	 	$	2,045,731	 	
(Income) from repurchase of various issuances of debt	 	 	(36,885	)	 	 	(15,530	)	 	 	(129,154	)	 	 	(21,772	)	
Operating plant impairments(2)	 	 	2,412,586	 	 	 	—	 	 	 	—	 	 	 	—	 	
Gross profit (loss)	 	 	(2,346,247	)	 	 	239,127	 	 	 	78,458	 	 	 	83,739	 	
Equipment, development project and other impairments(2)	 	 	2,117,665	 	 	 	—	 	 	 	—	 	 	 	—	 	
Income (loss) from operations	 	 	(4,488,655	)	 	 	175,164	 	 	 	(78,632	)	 	 	20,844	 	
Reorganization items(2)	 	 	5,026,510	 	 	 	—	 	 	 	—	 	 	 	—	 	
Loss before discontinued operations	 	 	(9,259,478	)	 	 	(242,435	)	 	 	(208,182	)	 	 	(170,859	)	
Discontinued operations, net of tax	 	 	4,150	 	 	 	25,744	 	 	 	(90,276	)	 	 	2,128	 	
Net loss	 	$	(9,255,329	)	 	$	(216,690	)	 	$	(298,458	)	 	$	(168,731	)	
Basic and diluted loss per common share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Loss before discontinued operations	 	$	(19.33	)	 	$	(0.51	)	 	$	(0.46	)	 	$	(0.38	)	
Discontinued operations, net of tax	 	 	0.01	 	 	 	0.06	 	 	 	(0.20	)	 	 	—	 	
Net loss	 	 	(19.32	)	 	 	(0.45	)	 	 	(0.66	)	 	 	(0.38	)	

 
			
(1)		As of the Petition Date, we deconsolidated most of our Canadian and other foreign subsidiaries as we determined that the administration of the CCAA proceedings in a jurisdiction other than that of the U.S. Debtors resulted in a loss of the elements of control necessary for consolidation.	
 		
(2)		As a result of our Chapter 11 and CCAA filings, for the year ended December 31, 2005, we recorded $5.0 billion of reorganization items primarily related to the provisions for expected allowed claims, impairment of our Canadian subsidiaries, write-off of unamortized deferred financing costs and losses on terminated contracts. In addition, we recorded impairment charges of $4.5 billion related to operating plants, development and construction projects, joint venture investments and notes receivable.	
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SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS

 	 	 	 	 	 	 	 	Charged to	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	Accumulated	 	 	 	 	 	 	 	 	 	 	
 	 	Balance at	 	 	 	 	 	Other	 	 	 	 	 	 	 	 	 	 	
 	 	Beginning	 	 	Charged to	 	 	Comprehensive	 	 	 	 	 	 	 	 	Balance at	 	
Description	 	of Year	 	 	Expense	 	 	Loss	 	 	Reductions(1)	 	 	Other	 	 	End of Year	 	
 	 	(In thousands)	 	
 		
Year ended December 31, 2006	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Allowance for doubtful accounts	 	$	12,686	 	 	$	21,218	 	 	$	—	 	 	$	(1,461	)	 	$	—	 	 	$	32,443	 	
Allowance for doubtful accounts with related party Canadian and other foreign subsidiaries	 	 	54,830	 	 	 	24,616	 	 	 	—	 	 	 	(8,029	)	 	 	—	 	 	 	71,417	 	
Reserve for notes receivable	 	 	31,846	 	 	 	3,746	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	35,592	 	
Reserve for interest and notes receivable with related party Canadian and other foreign subsidiaries	 	 	228,014	 	 	 	50	 	 	 	—	 	 	 	—	 	 	 	(1,304	)	 	 	226,760	 	
Gross reserve for California Refund Liability	 	 	12,995	 	 	 	204	 	 	 	—	 	 	 	(16	)	 	 	—	 	 	 	13,183	 	
Reserve for investment in Androscoggin Energy Center	 	 	5,000	 	 	 	—	 	 	 	—	 	 	 	(5,000	)	 	 	—	 	 	 	—	 	
Reserve for derivative assets	 	 	3,486	 	 	 	483	 	 	 	185	 	 	 	(2,970	)	 	 	—	 	 	 	1,184	 	
Deferred tax asset valuation allowance	 	 	1,639,222	 	 	 	682,353	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	2,321,575	 	
Year ended December 31, 2005	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Allowance for doubtful accounts	 	$	7,317	 	 	$	11,645	 	 	$	—	 	 	$	(3,267	)	 	$	(3,009	)	 	$	12,686	 	
Allowance for doubtful accounts with related party Canadian and other foreign subsidiaries	 	 	—	 	 	 	54,830	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	54,830	 	
Reserve for notes receivable	 	 	2,910	 	 	 	28,936	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	31,846	 	
Reserve for interest and notes receivable with related party Canadian and other foreign subsidiaries	 	 	—	 	 	 	228,014	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	228,014	 	
Gross reserve for California Refund Liability	 	 	12,905	 	 	 	90	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	12,995	 	
Reserve for investment in Androscoggin Energy Center	 	 	5,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	5,000	 	
Reserve for derivative assets	 	 	3,268	 	 	 	4,077	 	 	 	3	 	 	 	(3,862	)	 	 	—	 	 	 	3,486	 	
Deferred tax asset valuation allowance	 	 	62,822	 	 	 	1,576,400	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	1,639,222	 	
Year ended December 31, 2004	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Allowance for doubtful accounts	 	$	7,282	 	 	$	6,119	 	 	$	—	 	 	$	(6,486	)	 	$	402	 	 	$	7,317	 	
Reserve for notes receivable	 	 	273	 	 	 	2,637	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	2,910	 	
Gross reserve for California Refund Liability	 	 	12,905	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	12,905	 	
Reserve for investment in Androscoggin Energy Center	 	 	—	 	 	 	5,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	5,000	 	
Reserve for derivative assets	 	 	7,454	 	 	 	2,825	 	 	 	173	 	 	 	(7,184	)	 	 	—	 	 	 	3,268	 	
Repayment reserve for third-party default on emission reduction credits’ settlement	 	 	3,000	 	 	 	2,850	 	 	 	—	 	 	 	(5,850	)	 	 	—	 	 	 	—	 	
Deferred tax asset valuation allowance	 	 	19,335	 	 	 	43,487	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	62,822	 	

 
			
(1)		Represents write-offs of accounts considered to be uncollectible and recoveries of amounts previously written off or reserved.	

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EXHIBIT INDEX

Exhibit	 	 	
Number	 	Description	
 		
 	2	.1	 	Agreement dated as of December 20, 2005, by and among Steam Heat LLC, Thermal Power Company and, for certain limited purposes, Geysers Power Company, LLC (incorporated by reference to Exhibit 2.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006).	
 	3	.1	 	Amended and Restated Certificate of Incorporation of the Company, as amended.*	
 	3	.2	 	Amended and Restated By-laws of the Company (incorporated by reference to Exhibit 3.1.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.1.1	 	Indenture, dated as of May 16, 1996, between the Company and U.S. Bank (as successor trustee to Fleet National Bank), as Trustee, including form of Notes (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-4 (Registration Statement No. 333-06259) filed with the SEC on June 19, 1996).	
 	4	.1.2	 	First Supplemental Indenture, dated as of August 1, 2000, between the Company and U.S. Bank (as successor trustee to Fleet National Bank), as Trustee. (incorporated by reference to Exhibit 4.2.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 15, 2001).	
 	4	.1.3	 	Second Supplemental Indenture, dated as of April 26, 2004, between the Company and U.S. Bank (as successor trustee to Fleet National Bank), as Trustee (incorporated by reference to Exhibit 4.1.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, filed with the SEC on May 10, 2004).	
 	4	.2.1	 	Indenture, dated as of July 8, 1997, between the Company and HSBC Bank USA, National Association (as successor trustee to The Bank of New York), as Trustee, including form of Notes (incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, filed with the SEC on August 14, 1997).	
 	4	.2.2	 	First Supplemental Indenture, dated as of September 10, 1997, between the Company and HSBC Bank USA, National Association (as successor trustee to The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-4 (Registration Statement No. 333-41261) filed with the SEC on November 28, 1997).	
 	4	.2.3	 	Second Supplemental Indenture, dated as of July 31, 2000, between the Company and HSBC Bank USA, National Association (as successor trustee to The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.3.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 15, 2001).	
 	4	.2.4	 	Third Supplemental Indenture, dated as of April 26, 2004, between the Company and HSBC Bank USA, National Association (as successor trustee to The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.2.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, filed with the SEC on May 10, 2004).	
 	4	.3.1	 	Indenture, dated as of March 31, 1998, between the Company and HSBC Bank USA, National Association (as successor trustee to The Bank of New York), as Trustee, including form of Notes (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-4 (Registration Statement No. 333-61047) filed with the SEC on August 10, 1998).	
 	4	.3.2	 	First Supplemental Indenture, dated as of July 24, 1998, between the Company and HSBC Bank USA, National Association (as successor trustee to The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-4 (Registration Statement No. 333-61047) filed with the SEC on August 10, 1998).	
 	4	.3.3	 	Second Supplemental Indenture dated as of July 31, 2000, between the Company and HSBC Bank USA, National Association (as successor trustee to The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.4.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 15, 2001).	

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Exhibit	 	 	
Number	 	Description	
 		
 	4	.3.4	 	Third Supplemental Indenture, dated as of April 26, 2004, between the Company and HSBC Bank USA, National Association (as successor trustee to The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.3.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, filed with the SEC on May 10, 2004).	
 	4	.4.1	 	Indenture, dated as of March 29, 1999, between the Company and HSBC Bank USA, National Association (as successor trustee to The Bank of New York), as Trustee, including form of Notes (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3/A (Registration Statement No. 333-72583) filed with the SEC on March 8, 1999).	
 	4	.4.2	 	First Supplemental Indenture, dated as of July 31, 2000, between the Company and HSBC Bank USA, National Association (as successor trustee to The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.5.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 15, 2001).	
 	4	.4.3	 	Second Supplemental Indenture, dated as of April 26, 2004, between the Company and HSBC Bank USA, National Association (as successor trustee to The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.4.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, filed with the SEC on May 10, 2004).	
 	4	.5.1	 	Indenture, dated as of March 29, 1999, between the Company and HSBC Bank USA, National Association (as successor trustee to The Bank of New York), as Trustee, including form of Notes (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3/A (Registration Statement No. 333-72583) filed with the SEC on March 8, 1999).	
 	4	.5.2	 	First Supplemental Indenture, dated as of July 31, 2000, between the Company and HSBC Bank USA, National Association (as successor trustee to The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.6.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 15, 2001).	
 	4	.5.3	 	Second Supplemental Indenture, dated as of April 26, 2004, between the Company and HSBC Bank USA, National Association (as successor trustee to The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.5.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, filed with the SEC on May 10, 2004).	
 	4	.6.1	 	Indenture, dated as of August 10, 2000, between the Company and HSBC Bank USA, National Association (as successor trustee to Wilmington Trust Company), as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (Registration No. 333-76880) filed with the SEC on January 17, 2002).	
 	4	.6.2	 	First Supplemental Indenture, dated as of September 28, 2000, between the Company and HSBC Bank USA, National Association (as successor trustee to Wilmington Trust Company), as Trustee (incorporated by reference to Exhibit 4.7.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 15, 2001).	
 	4	.6.3	 	Second Supplemental Indenture, dated as of September 30, 2004, between the Company and HSBC Bank USA, National Association (as successor trustee to Wilmington Trust Company), as Trustee (incorporated by reference to Exhibit 1.5 to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2004).	
 	4	.6.4	 	Third Supplemental Indenture, dated as of June 23, 2005, between the Company and Manufacturers and Traders Trust Company (as successor trustee to Wilmington Trust Company), as Trustee (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on June 23, 2005).	
 	4	.7.1	 	Amended and Restated Indenture, dated as of October 16, 2001, between Calpine Canada Energy Finance ULC and HSBC Bank USA, National Association (as successor trustee to Wilmington Trust Company), as Trustee (incorporated by reference to Exhibit 4.7 to the Company’s Current Report on Form 8-K filed with the SEC on November 13, 2001).	
 	4	.7.2	 	Guarantee Agreement, dated as of April 25, 2001, between the Company and Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-3/A (Registration No. 333-57338) filed with the SEC on April 19, 2001).	

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Exhibit	 	 	
Number	 	Description	
 		
 	4	.7.3	 	First Amendment, dated as of October 16, 2001, to Guarantee Agreement dated as of April 25, 2001, between the Company and Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit 4.8 to the Company’s Current Report on Form 8-K filed with the SEC on November 13, 2001).	
 	4	.8.1	 	Indenture, dated as of October 18, 2001, between Calpine Canada Energy Finance II ULC and Manufacturers and Traders Trust Company (as successor trustee to Wilmington Trust Company), as Trustee (incorporated by reference to Exhibit 4.9 to the Company’s Current Report on Form 8-K, filed with the SEC on November 13, 2001).	
 	4	.8.2	 	First Supplemental Indenture, dated as of October 18, 2001, between Calpine Canada Energy Finance II ULC and Manufacturers and Traders Trust Company (as successor trustee to Wilmington Trust Company), as Trustee (incorporated by reference to Exhibit 4.10 to the Company’s Current Report on Form 8-K filed with the SEC on November 13, 2001).	
 	4	.8.3	 	Guarantee Agreement, dated as of October 18, 2001, between the Company and Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit 4.11 to the Company’s Current Report on Form 8-K filed with the SEC on November 13, 2001).	
 	4	.8.4	 	First Amendment, dated as of October 18, 2001, to Guarantee Agreement dated as of October 18, 2001, between the Company and Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit 4.12 to the Company’s Current Report on Form 8-K filed with the SEC on November 13, 2001).	
 	4	.9	 	Indenture, dated as of June 13, 2003, between Power Contract Financing, L.L.C. and Wilmington Trust Company, as Trustee, Accounts Agent, Paying Agent and Registrar, including form of Notes (incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	4	.10	 	Indenture, dated as of July 16, 2003, between the Company and Wilmington Trust Company, as Trustee, including form of Notes (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	4	.11	 	Indenture, dated as of July 16, 2003, between the Company and Wilmington Trust Company, as Trustee, including form of Notes (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	4	.12	 	Indenture, dated as of July 16, 2003, between the Company and Wilmington Trust Company, as Trustee, including form of Notes (incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	4	.13.1	 	Indenture, dated as of August 14, 2003, among Calpine Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, and Wilmington Trust FSB, as Trustee, including form of Notes (incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, filed with the SEC on November 13, 2003).	
 	4	.13.2	 	Supplemental Indenture, dated as of September 18, 2003, among Calpine Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, and Wilmington Trust FSB, as Trustee (incorporated by reference to Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, filed with the SEC on November 13, 2003).	
 	4	.13.3	 	Second Supplemental Indenture, dated as of January 14, 2004, among Calpine Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, and Wilmington Trust FSB, as Trustee (incorporated by reference to Exhibit 4.14.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
 	4	.13.4	 	Third Supplemental Indenture, dated as of March 5, 2004, among Calpine Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, and Wilmington Trust FSB, as Trustee (incorporated by reference to Exhibit 4.14.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	

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Exhibit	 	 	
Number	 	Description	
 		
 	4	.13.5	 	Fourth Supplemental Indenture, dated as of March 15, 2006, among Calpine Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, and Wilmington Trust FSB, as Trustee (incorporated by reference to Exhibit 4.13.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006).	
 	4	.13.6	 	Waiver Agreement, dated as of March 15, 2006, among Calpine Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, and Wilmington Trust FSB, as Trustee (incorporated by reference to Exhibit 4.13.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006).	
 	4	.13.7	 	Waiver Agreement, dated as of June 9, 2006, among Calpine Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, and Wilmington Trust FSB, as Trustee (incorporated by reference to Exhibit 4.1.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed with the SEC on July 3, 2006).	
 	4	.13.8	 	Amendment to Waiver Agreement, dated as of August 4, 2006, among Calpine Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, and Wilmington Trust FSB, as Trustee.*	
 	4	.13.9	 	Second Amendment to Waiver Agreement, dated as of August 11, 2006, among Calpine Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, and Wilmington Trust FSB, as Trustee (incorporated by reference to Exhibit 4.1.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed with the SEC on August 14, 2006).	
 	4	.13.10	 	Fifth Supplemental Indenture, dated as of August 25, 2006, among Calpine Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, and Wilmington Trust FSB, as Trustee (incorporated by reference to Exhibit 4.1.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, filed with the SEC on November 9, 2006).	
 	4	.14	 	Indenture, dated as of September 30, 2003, among Gilroy Energy Center, LLC, each of Creed Energy Center, LLC and Goose Haven Energy Center, as Guarantors, and Wilmington Trust Company, as Trustee and Collateral Agent, including form of Notes (incorporated by reference to Exhibit 4.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, filed with the SEC on November 13, 2003).	
 	4	.15	 	Indenture, dated as of November 18, 2003, between the Company and Wilmington Trust Company, as Trustee, including form of Notes (incorporated by reference to Exhibit 4.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
 	4	.16	 	Amended and Restated Indenture, dated as of March 12, 2004, between the Company and HSBC Bank USA, National Association (as successor trustee to Wilmington Trust Company), including form of Notes (incorporated by reference to Exhibit 4.17.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
 	4	.17.1	 	First Priority Indenture, dated as of March 23, 2004, among Calpine Generating Company, LLC, CalGen Finance Corp. and Wilmington Trust FSB, as Trustee, including form of Notes (incorporated by reference to Exhibit 4.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
 	4	.17.2	 	Second Priority Indenture, dated as of March 23, 2004, among Calpine Generating Company, LLC, CalGen Finance Corp. and HSBC Bank USA, National Association (as successor trustee to Wilmington Trust FSB), as Trustee, including form of Notes (incorporated by reference to Exhibit 4.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	

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Exhibit	 	 	
Number	 	Description	
 		
 	4	.17.3	 	Third Priority Indenture, dated as of March 23, 2004, among Calpine Generating Company, LLC, CalGen Finance Corp. and Manufacturers and Traders Trust Company (as successor trustee to Wilmington Trust FSB), as Trustee, including form of Notes (incorporated by reference to Exhibit 4.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
 	4	.18	 	Indenture, dated as of June 2, 2004, between Power Contract Financing III, LLC and Wilmington Trust Company, as Trustee, Accounts Agent, Paying Agent and Registrar, including form of Notes (incorporated by reference to Exhibit 4.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, filed with the SEC on August 9, 2004).	
 	4	.19	 	Indenture, dated as of September 30, 2004, between the Company and Law Debenture Trust Company of New York (as successor trustee to Wilmington Trust Company), as Trustee, including form of Notes (incorporated by reference to Exhibit 1.4 to the Company’s Current Report on Form 8-K filed with the SEC on October 6, 2004).	
 	4	.20.1	 	Second Amended and Restated Limited Liability Company Operating Agreement of CCFC Preferred Holdings, LLC, dated as of October 14, 2005, containing terms of its 6-Year Redeemable Preferred Shares Due 2011 (incorporated by reference to Exhibit 4.21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006).	
 	4	.20.2	 	Consent, Acknowledgment and Amendment, dated as of March 15, 2006, among Calpine CCFC Holdings, Inc. and the Redeemable Preferred Members party thereto (incorporated by reference to Exhibit 4.21.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006).	
 	4	.20.3	 	Amendment to Second Amended and Restated Limited Liability Company Operating Agreement of CCFC Preferred Holdings, LLC, dated as of October 24, 2006, among Calpine CCFC Holdings, Inc., in its capacity as Common Member, and the Redeemable Preferred Members party thereto (incorporated by reference to Exhibit 4.2.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, filed with the SEC on November 9, 2006).	
 	4	.21	 	Third Amended and Restated Limited Liability Company Operating Agreement of Metcalf Energy Center, LLC, dated as of June 20, 2005, containing terms of its 5.5-year redeemable preferred shares (incorporated by reference to Exhibit 4.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006).	
 	4	.22	 	Pass Through Certificates (Tiverton and Rumford)	
 	4	.22.1	 	Pass Through Trust Agreement dated as of December 19, 2000, among Tiverton Power Associates Limited Partnership, Rumford Power Associates Limited Partnership and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including the form of Certificate (incorporated by reference to Exhibit 4.12.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 15, 2001).	
 	4	.22.2	 	Participation Agreement dated as of December 19, 2000, among the Company, Tiverton Power Associates Limited Partnership, Rumford Power Associates Limited Partnership, PMCC Calpine New England Investment LLC, PMCC Calpine NEIM LLC, State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee (incorporated by reference to Exhibit 4.12.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 15, 2001).	
 	4	.22.3	 	Appendix A — Definitions and Rules of Interpretation (incorporated by reference to Exhibit 4.12.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 15, 2001).	
 	4	.22.4	 	Indenture of Trust, Mortgage and Security Agreement, dated as of December 19, 2000, between PMCC Calpine New England Investment LLC and State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, including the forms of Lessor Notes (incorporated by reference to Exhibit 4.12.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 15, 2001).	

202

Table of Contents

 	 	 	 	 	
Exhibit	 	 	
Number	 	Description	
 		
 	4	.22.5	 	Calpine Guaranty and Payment Agreement (Tiverton) dated as of December 19, 2000, by the Company, as Guarantor, to PMCC Calpine New England Investment LLC, PMCC Calpine NEIM LLC, State Street Bank and Trust Company of Connecticut, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, as Pass Through Trustee (incorporated by reference to Exhibit 4.12.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 15, 2001).	
 	4	.22.6	 	Calpine Guaranty and Payment Agreement (Rumford) dated as of December 19, 2000, by the Company, as Guarantor, to PMCC Calpine New England Investment LLC, PMCC Calpine NEIM LLC, State Street Bank and Trust Company of Connecticut, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, as Pass Through Trustee (incorporated by reference to Exhibit 4.12.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 15, 2001).	
 	4	.23	 	Pass Through Certificates (South Point, Broad River and RockGen)	
 	4	.23.1	 	Pass Through Trust Agreement A dated as of October 18, 2001, among South Point Energy Center, LLC, Broad River Energy LLC, RockGen Energy LLC and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including the form of 8.400% Pass Through Certificate, Series A (incorporated by reference to Exhibit 4.22.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.2	 	Pass Through Trust Agreement B dated as of October 18, 2001, among South Point Energy Center, LLC, Broad River Energy LLC, RockGen Energy LLC and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including the form of 9.825% Pass Through Certificate, Series B (incorporated by reference to Exhibit 4.22.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.3	 	Participation Agreement (SP-1) dated as of October 18, 2001, among the Company, South Point Energy Center, LLC, South Point OL-1, LLC, Wells Fargo Bank Northwest, National Association, as Lessor Manager, SBR OP-1, LLC, State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including Appendix A — Definitions and Rules of Interpretation (incorporated by reference to Exhibit 4.22.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.4	 	Participation Agreement (SP-2) dated as of October 18, 2001, among the Company, South Point Energy Center, LLC, South Point OL-2, LLC, Wells Fargo Bank Northwest, National Association, as Lessor Manager, SBR OP-2, LLC, State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including Appendix A — Definitions and Rules of Interpretation (incorporated by reference to Exhibit 4.22.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.5	 	Participation Agreement (SP-3) dated as of October 18, 2001, among the Company, South Point Energy Center, LLC, South Point OL-3, LLC, Wells Fargo Bank Northwest, National Association, as Lessor Manager, SBR OP-3, LLC, State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including Appendix A — Definitions and Rules of Interpretation (incorporated by reference to Exhibit 4.22.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.6	 	Participation Agreement (SP-4) dated as of October 18, 2001, among the Company, South Point Energy Center, LLC, South Point OL-4, LLC, Wells Fargo Bank Northwest, National Association, as Lessor Manager, SBR OP-4, LLC, State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including Appendix A — Definitions and Rules of Interpretation (incorporated by reference to Exhibit 4.22.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	

203

Table of Contents

 	 	 	 	 	
Exhibit	 	 	
Number	 	Description	
 		
 	4	.23.7	 	Participation Agreement (BR-1) dated as of October 18, 2001, among the Company, Broad River Energy LLC, Broad River OL-1, LLC, Wells Fargo Bank Northwest, National Association, as Lessor Manager, SBR OP-1, LLC, State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including Appendix A — Definitions and Rules of Interpretation (incorporated by reference to Exhibit 4.22.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.8	 	Participation Agreement (BR-2) dated as of October 18, 2001, among the Company, Broad River Energy LLC, Broad River OL-2, LLC, Wells Fargo Bank Northwest, National Association, as Lessor Manager, SBR OP-2, LLC, State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including Appendix A — Definitions and Rules of Interpretation (incorporated by reference to Exhibit 4.22.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002)	
 	4	.23.9	 	Participation Agreement (BR-3) dated as of October 18, 2001, among the Company, Broad River Energy LLC, Broad River OL-3, LLC, Wells Fargo Bank Northwest, National Association, as Lessor Manager, SBR OP-3, LLC, State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including Appendix A — Definitions and Rules of Interpretation (incorporated by reference to Exhibit 4.22.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.10	 	Participation Agreement (BR-4) dated as of October 18, 2001, among the Company, Broad River Energy LLC, Broad River OL-4, LLC, Wells Fargo Bank Northwest, National Association, as Lessor Manager, SBR OP-4, LLC, State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including Appendix A — Definitions and Rules of Interpretation (incorporated by reference to Exhibit 4.22.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.11	 	Participation Agreement (RG-1) dated as of October 18, 2001, among the Company, RockGen Energy LLC, RockGen OL-1, LLC, Wells Fargo Bank Northwest, National Association, as Lessor Manager, SBR OP-1, LLC, State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including Appendix A — Definitions and Rules of Interpretation (incorporated by reference to Exhibit 4.22.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.12	 	Participation Agreement (RG-2) dated as of October 18, 2001, among the Company, RockGen Energy LLC, RockGen OL-2, LLC, Wells Fargo Bank Northwest, National Association, as Lessor Manager, SBR OP-2, LLC, State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including Appendix A — Definitions and Rules of Interpretation (incorporated by reference to Exhibit 4.22.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.13	 	Participation Agreement (RG-3) dated as of October 18, 2001, among the Company, RockGen Energy LLC, RockGen OL-3, LLC, Wells Fargo Bank Northwest, National Association, as Lessor Manager, SBR OP-3, LLC, State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including Appendix A — Definitions and Rules of Interpretation (incorporated by reference to Exhibit 4.22.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	

204

Table of Contents

 	 	 	 	 	
Exhibit	 	 	
Number	 	Description	
 		
 	4	.23.14	 	Participation Agreement (RG-4) dated as of October 18, 2001, among the Company, RockGen Energy LLC, RockGen OL-4, LLC, Wells Fargo Bank Northwest, National Association, as Lessor Manager, SBR OP-4, LLC, State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, including Appendix A — Definitions and Rules of Interpretation (incorporated by reference to Exhibit 4.22.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.15	 	Indenture of Trust, Deed of Trust, Assignment of Rents and Leases, Security Agreement and Financing Statement, dated as of October 18, 2001, between South Point OL-1, LLC and State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee and Account Bank, including the form of South Point Lessor Notes (incorporated by reference to Exhibit 4.22.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.16	 	Indenture of Trust, Deed of Trust, Assignment of Rents and Leases, Security Agreement and Financing Statement, dated as of October 18, 2001, between South Point OL-2, LLC and State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee and Account Bank, including the form of South Point Lessor Notes (incorporated by reference to Exhibit 4.22.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.17	 	Indenture of Trust, Deed of Trust, Assignment of Rents and Leases, Security Agreement and Financing Statement, dated as of October 18, 2001, between South Point OL-3, LLC and State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee and Account Bank, including the form of South Point Lessor Notes (incorporated by reference to Exhibit 4.22.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002)	
 	4	.23.18	 	Indenture of Trust, Deed of Trust, Assignment of Rents and Leases, Security Agreement and Financing Statement, dated as of October 18, 2001, between South Point OL-4, LLC and State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee and Account Bank, including the form of South Point Lessor Notes (incorporated by reference to Exhibit 4.22.18 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.19	 	Indenture of Trust, Mortgage, Security Agreement and Fixture Filing, dated as of October 18, 2001, between Broad River OL-1, LLC and State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, Mortgagee and Account Bank, including the form of Broad River Lessor Notes (incorporated by reference to Exhibit 4.22.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.20	 	Indenture of Trust, Mortgage, Security Agreement and Fixture Filing, dated as of October 18, 2001, between Broad River OL-2, LLC and State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, Mortgagee and Account Bank, including the form of Broad River Lessor Notes (incorporated by reference to Exhibit 4.22.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.21	 	Indenture of Trust, Mortgage, Security Agreement and Fixture Filing, dated as of October 18, 2001, between Broad River OL-3, LLC and State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, Mortgagee and Account Bank, including the form of Broad River Lessor Notes (incorporated by reference to Exhibit 4.22.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.22	 	Indenture of Trust, Mortgage, Security Agreement and Fixture Filing, dated as of October 18, 2001, between Broad River OL-4, LLC and State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee, Mortgagee and Account Bank, including the form of Broad River Lessor Notes (incorporated by reference to Exhibit 4.22.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	

205

Table of Contents

 	 	 	 	 	
Exhibit	 	 	
Number	 	Description	
 		
 	4	.23.23	 	Indenture of Trust, Mortgage and Security Agreement, dated as of October 18, 2001, between RockGen OL-1, LLC and State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee and Account Bank, including the form of RockGen Lessor Notes (incorporated by reference to Exhibit 4.22.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.24	 	Indenture of Trust, Mortgage and Security Agreement, dated as of October 18, 2001, between RockGen OL-2, LLC and State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee and Account Bank, including the form of RockGen Lessor Notes (incorporated by reference to Exhibit 4.22.24 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.25	 	Indenture of Trust, Mortgage and Security Agreement, dated as of October 18, 2001, between RockGen OL-3, LLC and State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee and Account Bank, including the form of RockGen Lessor Notes (incorporated by reference to Exhibit 4.22.25 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.26	 	Indenture of Trust, Mortgage and Security Agreement, dated as of October 18, 2001, between RockGen OL-4, LLC and State Street Bank and Trust Company of Connecticut, National Association, as Indenture Trustee and Account Bank, including the form of RockGen Lessor Notes (incorporated by reference to Exhibit 4.22.26 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.27	 	Calpine Guaranty and Payment Agreement (South Point SP-1) dated as of October 18, 2001, by Calpine, as Guarantor, to South Point OL-1, LLC, SBR OP-1, LLC, State Street Bank and Trust Company of Connecticut, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, as Pass Through Trustee (incorporated by reference to Exhibit 4.22.27 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.28	 	Calpine Guaranty and Payment Agreement (South Point SP-2) dated as of October 18, 2001, by Calpine, as Guarantor, to South Point OL-2, LLC, SBR OP-2, LLC, State Street Bank and Trust Company of Connecticut, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, as Pass Through Trustee (incorporated by reference to Exhibit 4.22.28 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.29	 	Calpine Guaranty and Payment Agreement (South Point SP-3) dated as of October 18, 2001, by Calpine, as Guarantor, to South Point OL-3, LLC, SBR OP-3, LLC, State Street Bank and Trust Company of Connecticut, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, as Pass Through Trustee (incorporated by reference to Exhibit 4.22.29 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.30	 	Calpine Guaranty and Payment Agreement (South Point SP-4) dated as of October 18, 2001, by Calpine, as Guarantor, to South Point OL-4, LLC, SBR OP-4, LLC, State Street Bank and Trust Company of Connecticut, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, as Pass Through Trustee (incorporated by reference to Exhibit 4.22.30 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.31	 	Calpine Guaranty and Payment Agreement (Broad River BR-1) dated as of October 18, 2001, by Calpine, as Guarantor, to Broad River OL-1, LLC, SBR OP-1, LLC, State Street Bank and Trust Company of Connecticut, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, as Pass Through Trustee (incorporated by reference to Exhibit 4.22.31 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	

206

Table of Contents

 	 	 	 	 	
Exhibit	 	 	
Number	 	Description	
 		
 	4	.23.32	 	Calpine Guaranty and Payment Agreement (Broad River BR-2) dated as of October 18, 2001, by Calpine, as Guarantor, to Broad River OL-2, LLC, SBR OP-2, LLC, State Street Bank and Trust Company of Connecticut, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, as Pass Through Trustee (incorporated by reference to Exhibit 4.22.32 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.33	 	Calpine Guaranty and Payment Agreement (Broad River BR-3) dated as of October 18, 2001, by Calpine, as Guarantor, to Broad River OL-3, LLC, SBR OP-3, LLC, State Street Bank and Trust Company of Connecticut, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, as Pass Through Trustee (incorporated by reference to Exhibit 4.22.33 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.34	 	Calpine Guaranty and Payment Agreement (Broad River BR-4) dated as of October 18, 2001, by Calpine, as Guarantor, to Broad River OL-4, LLC, SBR OP-4, LLC, State Street Bank and Trust Company of Connecticut, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, as Pass Through Trustee (incorporated by reference to Exhibit 4.22.34 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.35	 	Calpine Guaranty and Payment Agreement (RockGen RG-1) dated as of October 18, 2001, by Calpine, as Guarantor, to RockGen OL-1, LLC, SBR OP-1, LLC, State Street Bank and Trust Company of Connecticut, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, as Pass Through Trustee (incorporated by reference to Exhibit 4.22.35 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.36	 	Calpine Guaranty and Payment Agreement (RockGen RG-2) dated as of October 18, 2001, by Calpine, as Guarantor, to RockGen OL-2, LLC, SBR OP-2, LLC, State Street Bank and Trust Company of Connecticut, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, as Pass Through Trustee (incorporated by reference to Exhibit 4.22.36 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.37	 	Calpine Guaranty and Payment Agreement (RockGen RG-3) dated as of October 18, 2001, by Calpine, as Guarantor, to RockGen OL-3, LLC, SBR OP-3, LLC, State Street Bank and Trust Company of Connecticut, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, as Pass Through Trustee (incorporated by reference to Exhibit 4.22.37 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.38	 	Calpine Guaranty and Payment Agreement (RockGen RG-4) dated as of October 18, 2001, by Calpine, as Guarantor, to RockGen OL-4, LLC, SBR OP-4, LLC, State Street Bank and Trust Company of Connecticut, as Indenture Trustee, and State Street Bank and Trust Company of Connecticut, as Pass Through Trustee (incorporated by reference to Exhibit 4.22.38 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).	
 	4	.23.39	 	Omnibus Amendment to Operative Documents and Agreement — South Point, dated as of July 13, 2006, among South Point Energy Center, LLC, Calpine, South Point Holdings, LLC, South Point OL-1, LLC, South Point OL-2, LLC, South Point OL-3, LLC, South Point OL-4, LLC, SBR OP-1, LLC, SBR OP-2, LLC, SBR OP-3, LLC, SBR OP-4, LLC, U.S. Bank National Association (as successor to State Street Bank and Trust Company of Connecticut, National Association), as Indenture Trustee, Wells Fargo Bank Northwest, National Association, U.S. Bank National Association (as successor to State Street Bank and Trust Company of Connecticut, National Association), as Pass Through Trustee, and BRSP, LLC, as Noteholder.*	

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Exhibit	 	 	
Number	 	Description	
 		
 	4	.23.40	 	Omnibus Amendment to Operative Documents and Agreement — Broad River dated as of July 13, 2006, among Broad River Energy LLC, Calpine, Broad River Holdings, LLC, Broad River OL-1, LLC, Broad River OL-2, LLC, Broad River OL-3, LLC, Broad River OL-4, LLC, SBR OP-1, LLC, SBR OP-2, LLC, SBR OP-3, LLC, SBR OP-4, LLC, U.S. Bank National Association (as successor to State Street Bank and Trust Company of Connecticut, National Association), as Indenture Trustee, Wells Fargo Bank Northwest, National Association, U.S. Bank National Association (as successor to State Street Bank and Trust Company of Connecticut, National Association), as Pass Through Trustee, and BRSP, LLC, as Noteholder.*	
 	10	.1	 	DIP Financing Agreements	
 	10	.1.1.1	 	$2,000,000,000 Amended & Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 23, 2006, among the Company, as borrower, the Subsidiaries of the Company named therein, as guarantors, the Lenders from time to time party thereto, Credit Suisse Securities (USA) LLC and Deutsche Bank Trust Company Americas, as Joint Syndication Agents, Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners, and Credit Suisse and Deutsche Bank Trust Company Americas, as Joint Administrative Agents (incorporated by reference to Exhibit 10.1.1.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006).	
 	10	.1.1.2	 	First Consent, Waiver and Amendment, dated as of May 3, 2006, to and under the Amended and Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 23, 2006, among Calpine Corporation, as borrower, its subsidiaries named therein, as guarantors, the Lenders party thereto, Deutsche Bank Trust Company Americas, as administrative agent for the First Priority Lenders, Credit Suisse, Cayman Islands Branch, as administrative agent for the Second Priority Term Lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 9, 2006).	
 	10	.1.1.3	 	Consent, dated as of June 28, 2006, under the Amended and Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 23, 2006, among Calpine Corporation, as borrower, its subsidiaries named therein, as guarantors, the Lenders party thereto, Deutsche Bank Trust Company Americas, as administrative agent for the First Priority Lenders, Credit Suisse, Cayman Islands Branch, as administrative agent for the Second Priority Term Lenders (incorporated by reference to Exhibit 10.1.1.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed with the SEC on August 14, 2006).	
 	10	.1.1.4	 	Second Amendment, dated as of September 25, 2006, to the Amended and Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 23, 2006, among Calpine Corporation, as borrower, its subsidiaries named therein, as guarantors, the Lenders party thereto, Deutsche Bank Trust Company Americas, as administrative agent for the First Priority Lenders, and Credit Suisse, Cayman Islands Branch, as administrative agent for the Second Priority Term Lenders (incorporated by reference to Exhibit 10.1.1.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, filed with the SEC on November 9, 2006).	
 	10	.1.1.5	 	Letter Agreement, dated as of October 18, 2006, relating to the Amended and Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 23, 2006, among Calpine Corporation, as borrower, its subsidiaries named therein, as guarantors, the Lenders party thereto, Deutsche Bank Trust Company Americas, as administrative agent for the First Priority Lenders, and Credit Suisse, Cayman Islands Branch, as administrative agent for the Second Priority Term Lenders (incorporated by reference to Exhibit 10.1.1.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, filed with the SEC on November 9, 2006).	
 	10	.1.1.6	 	Third Amendment, dated as of December 20, 2006, to the Amended and Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 23, 2006, among Calpine Corporation, as borrower, its subsidiaries named therein, as guarantors, the Lenders party thereto, Deutsche Bank Trust Company Americas, as administrative agent for the First Priority Lenders, and Credit Suisse, Cayman Islands Branch, as administrative agent for the Second Priority Term Lenders.*	

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Exhibit	 	 	
Number	 	Description	
 		
 	10	.1.1.7	 	Fourth Amendment, dated as of February 28, 2007, to the Amended and Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 23, 2006, among Calpine Corporation, as borrower, its subsidiaries named therein, as guarantors, the Lenders party thereto, Deutsche Bank Trust Company Americas, as administrative agent for the First Priority Lenders, and Credit Suisse, as administrative agent for the Second Priority Term Lenders.*	
 	10	.1.2	 	Amended and Restated Security and Pledge Agreement, dated as of February 23, 2006, among the Company, the Subsidiaries of the Company signatory thereto and Deutsche Bank Trust Company Americas, as collateral agent (incorporated by reference to Exhibit 10.1.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006).	
 	10	.2	 	Financing and Term Loan Agreements	
 	10	.2.1	 	Share Lending Agreement, dated as of September 28, 2004, among the Company, as Lender, Deutsche Bank AG London, as Borrower, through Deutsche Bank Securities Inc., as agent for the Borrower, and Deutsche Bank Securities Inc., in its capacity as Collateral Agent and Securities Intermediary (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2004).	
 	10	.2.2	 	Amended and Restated Credit Agreement, dated as of March 23, 2004, among Calpine Generating Company, LLC, the Guarantors named therein, the Lenders named therein, The Bank of Nova Scotia, as Administrative Agent, LC Bank, Lead Arranger and Sole Bookrunner, Bayerische Landesbank Cayman Islands Branch, as Arranger and Co-Syndication Agent, Credit Lyonnais New York Branch, as Arranger and Co-Syndication Agent, ING Capital LLC, as Arranger and Co-Syndication Agent, Toronto-Dominion (Texas) Inc., as Arranger and Co- Syndication Agent, and Union Bank of California, N.A., as Arranger and Co-Syndication Agent (incorporated by reference to Exhibit 10.1.1.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
 	10	.2.3.1	 	Letter of Credit Agreement, dated as of July 16, 2003, among the Company, the Lenders named therein, and The Bank of Nova Scotia, as Administrative Agent (incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.2.3.2	 	Amendment to Letter of Credit Agreement, dated as of September 30, 2004, between the Company and The Bank of Nova Scotia, as Administrative Agent (incorporated by reference to Exhibit 10.5.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, filed with the SEC on November 9, 2004).	
 	10	.2.4	 	Letter of Credit Agreement, dated as of September 30, 2004, between the Company and Bayerische Landesbank, acting through its Cayman Islands Branch, as the Issuer (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, filed with the SEC on November 9, 2004).	
 	10	.2.5	 	Credit Agreement, dated as of July 16, 2003, among the Company, the Lenders named therein, Goldman Sachs Credit Partners L.P., as Sole Lead Arranger and Sole Bookrunner, The Bank of New York (as successor administrative agent to Goldman Sachs Credit Partners L.P.) as Administrative Agent, The Bank of Nova Scotia, as Arranger and Syndication Agent, TD Securities (USA) Inc., ING (U.S.) Capital LLC and Landesbank Hessen-Thuringen, as Co-Arrangers, and Credit Lyonnais New York Branch and Union Bank of California, N.A., as Managing Agents (incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.2.6.1	 	Credit and Guarantee Agreement, dated as of August 14, 2003, among Calpine Construction Finance Company, L.P., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, the Lenders named therein, and Goldman Sachs Credit Partners L.P., as Administrative Agent and Sole Lead Arranger (incorporated by reference to Exhibit 10.29 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, filed with the SEC on November 13, 2003).	

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Exhibit	 	 	
Number	 	Description	
 		
 	10	.2.6.2	 	Amendment No. 1 Under Credit and Guarantee Agreement, dated as of September 12, 2003, among Calpine Construction Finance Company, L.P., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, the Lenders named therein, and Goldman Sachs Credit Partners L.P., as Administrative Agent and Sole Lead Arranger (incorporated by reference to Exhibit 10.30 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, filed with the SEC on November 13, 2003).	
 	10	.2.6.3	 	Amendment No. 2 Under Credit and Guarantee Agreement, dated as of January 13, 2004, among Calpine Construction Finance Company, L.P., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, the Lenders named therein, and Goldman Sachs Credit Partners L.P., as Administrative Agent and Sole Lead Arranger (incorporated by reference to Exhibit 10.2.2.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
 	10	.2.6.4	 	Amendment No. 3 Under Credit and Guarantee Agreement, dated as of March 5, 2004, among Calpine Construction Finance Company, L.P., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, the Lenders named therein, and Goldman Sachs Credit Partners L.P., as Administrative Agent and Sole Lead Arranger (incorporated by reference to Exhibit 10.2.2.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
 	10	.2.6.5	 	Amendment No. 4 Under Credit and Guarantee Agreement, dated as of March 15, 2006, among Calpine Construction Finance Company, L.P., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, the Lenders named therein, and Goldman Sachs Credit Partners L.P., as Administrative Agent and Sole Lead Arranger (incorporated by reference to Exhibit 10.2.6.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006).	
 	10	.2.6.6	 	Waiver Agreement, dated as of March 15, 2006 among Calpine Construction Finance Company, L.P., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, the Lenders named therein, and Goldman Sachs Credit Partners L.P., as Administrative Agent and Sole Lead Arranger (incorporated by reference to Exhibit 10.2.6.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006).	
 	10	.2.6.7	 	Waiver Agreement, dated as of June 9, 2006, among Calpine Construction Finance Company, L.P., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, the Lenders named therein, and Goldman Sachs Credit Partners L.P., as Administrative Agent and Sole Lead Arranger (incorporated by reference to Exhibit 10.2.1.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed with the SEC on July 3, 2006).	
 	10	.2.6.8	 	Amendment to Waiver Agreement, dated as of August 4, 2006, among Calpine Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, the Lenders named therein, and Goldman Sachs Credit Partners L.P., as Administrative Agent and Sole Lead Arranger (incorporated by reference to Exhibit 10.2.1.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed with the SEC on August 14, 2006).	
 	10	.2.6.9	 	Second Amendment to Waiver Agreement, dated as of August 11, 2006, among Calpine Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, the Lenders named therein, and Goldman Sachs Credit Partners L.P., as Administrative Agent and Sole Lead Arranger (incorporated by reference to Exhibit 10.2.1.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed with the SEC on August 14, 2006).	
 	10	.2.6.10	 	Amendment No. 5 Under Credit and Guarantee Agreement, dated as of August 25, 2006, among Calpine Construction Finance Company, L.P., each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, the Lenders named therein, and Goldman Sachs Credit Partners L.P., as Administrative Agent and Sole Lead Arranger (incorporated by reference to Exhibit 10.2.1.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, filed with the SEC on November 9, 2006).	

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Exhibit	 	 	
Number	 	Description	
 		
 	10	.2.7	 	Credit and Guarantee Agreement, dated as of March 23, 2004, among Calpine Generating Company, LLC, the Guarantors named therein, the Lenders named therein, Wilmington Trust Company (as successor administrative agent to Morgan Stanley Senior Funding, Inc.), as Administrative Agent, and Morgan Stanley Senior Funding, Inc., as Sole Lead Arranger and Sole Bookrunner (incorporated by reference to Exhibit 10.2.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
 	10	.2.8	 	Credit and Guarantee Agreement, dated as of March 23, 2004, among Calpine Generating Company, LLC, the Guarantors named therein, the Lenders named therein, The Bank of New York (as successor administrative agent to Morgan Stanley Senior Funding, Inc.), as Administrative Agent, and Morgan Stanley Senior Funding, Inc., as Sole Lead Arranger and Sole Bookrunner (incorporated by reference to Exhibit 10.2.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
 	10	.2.9	 	Credit Agreement, dated as of June 24, 2004, among Riverside Energy Center, LLC, the Lenders named therein, Union Bank of California, N.A., as the Issuing Bank, Credit Suisse First Boston, acting through its Cayman Islands Branch, as Lead Arranger, Book Runner, Administrative Agent and Collateral Agent, and CoBank, ACB, as Syndication Agent (incorporated by reference to Exhibit 10.1.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the SEC on March 31, 2005).	
 	10	.2.10	 	Credit Agreement, dated as of June 24, 2004, among Rocky Mountain Energy Center, LLC, the Lenders named therein, Union Bank of California, N.A., as the Issuing Bank, Credit Suisse First Boston, acting through its Cayman Islands Branch, as Lead Arranger, Book Runner, Administrative Agent and Collateral Agent, and CoBank, ACB, as Syndication Agent (incorporated by reference to Exhibit 10.1.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the SEC on March 31, 2005).	
 	10	.2.11	 	Credit Agreement, dated as of February 25, 2005, among Calpine Steamboat Holdings, LLC, the Lenders named therein, Calyon New York Branch, as a Lead Arranger, Underwriter, Co-Book Runner, Administrative Agent, Collateral Agent and LC Issuer, CoBank, ACB, as a Lead Arranger, Underwriter, Co-Syndication Agent and Co-Book Runner, HSH Nordbank AG, as a Lead Arranger, Underwriter and Co-documentation Agent, UFJ Bank Limited, as a Lead Arranger, Underwriter and Co-Documentation Agent, and Bayerische Hypo-Und Vereinsbank AG, New York Branch, as a Lead Arranger, Underwriter and Co-Syndication Agent (incorporated by reference to Exhibit 10.1.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the SEC on March 31, 2005).	
 	10	.3	 	Security Agreements	
 	10	.3.1	 	Guarantee and Collateral Agreement, dated as of July 16, 2003, made by the Company, JOQ Canada, Inc., Quintana Minerals (USA) Inc., and Quintana Canada Holdings LLC, in favor of The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.19 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.2	 	First Amendment Pledge Agreement, dated as of July 16, 2003, made by JOQ Canada, Inc., Quintana Minerals (USA) Inc., and Quintana Canada Holdings LLC in favor of The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.20 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.3	 	First Amendment Assignment and Security Agreement, dated as of July 16, 2003, made by the Company in favor of The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.21 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.4.1	 	Second Amendment Pledge Agreement (Stock Interests), dated as of July 16, 2003, made by the Company in favor of The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.22 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	

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Exhibit	 	 	
Number	 	Description	
 		
 	10	.3.4.2	 	Amendment No. 1 to the Second Amendment Pledge Agreement (Stock Interests), dated as of November 18, 2003, made by the Company in favor of The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.1.7.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
 	10	.3.5.1	 	Second Amendment Pledge Agreement (Membership Interests), dated as of July 16, 2003, made by the Company in favor of The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.23 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.5.2	 	Amendment No. 1 to the Second Amendment Pledge Agreement (Membership Interests), dated as of November 18, 2003, made by the Company in favor of The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.1.8.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
 	10	.3.6	 	First Amendment Note Pledge Agreement, dated as of July 16, 2003, made by the Company in favor of The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.24 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.7.1	 	Collateral Trust Agreement, dated as of July 16, 2003, among the Company, JOQ Canada, Inc., Quintana Minerals (USA) Inc., Quintana Canada Holdings LLC, Wilmington Trust Company, as Trustee, The Bank of Nova Scotia, as Agent, Goldman Sachs Credit Partners L.P., as Administrative Agent, and The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.25 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.7.2	 	First Amendment to the Collateral Trust Agreement, dated as of November 18, 2003, among the Company, JOQ Canada, Inc., Quintana Minerals (USA) Inc., Quintana Canada Holdings LLC, Wilmington Trust Company, as Trustee, The Bank of Nova Scotia, as Agent, Goldman Sachs Credit Partners L.P., as Administrative Agent, and The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.1.10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
 	10	.3.8	 	Form of Amended and Restated Mortgage, Deed of Trust, Assignment, Security Agreement, Financing Statement and Fixture Filing (Multistate), dated as of July 16, 2003, from the Company to Messrs. Denis O’Meara and James Trimble, as Trustees, and The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.26 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.9	 	Form of Amended and Restated Mortgage, Deed of Trust, Assignment, Security Agreement, Financing Statement and Fixture Filing (Multistate), dated as of July 16, 2003, from the Company to Messrs. Kemp Leonard and John Quick, as Trustees, and The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.27 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.10	 	Form of Amended and Restated Mortgage, Deed of Trust, Assignment, Security Agreement, Financing Statement and Fixture Filing (Colorado), dated as of July 16, 2003, from the Company to Messrs. Kemp Leonard and John Quick, as Trustees, and The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.28 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.11	 	Form of Amended and Restated Mortgage, Deed of Trust, Assignment, Security Agreement, Financing Statement and Fixture Filing (New Mexico), dated as of July 16, 2003, from the Company to Messrs. Kemp Leonard and John Quick, as Trustees, and The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.29 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.12	 	Form of Amended and Restated Mortgage, Assignment, Security Agreement and Financing Statement (Louisiana), dated as of July 16, 2003, from the Company to The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.30 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	

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Exhibit	 	 	
Number	 	Description	
 		
 	10	.3.13	 	Form of Amended and Restated Deed of Trust with Power of Sale, Assignment of Production, Security Agreement, Financing Statement and Fixture Filings (California), dated as of July 16, 2003, from the Company to Chicago Title Insurance Company, as Trustee, and The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.31 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.14	 	Form of Deed to Secure Debt, Assignment of Rents and Security Agreement (Georgia), dated as of July 16, 2003, from the Company to The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.32 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.15	 	Form of Mortgage, Assignment of Rents and Security Agreement (Florida), dated as of July 16, 2003, from the Company to The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.33 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.16	 	Form of Deed of Trust, Assignment of Rents and Security Agreement and Fixture Filing (Texas), dated as of July 16, 2003, from the Company to Malcolm S. Morris, as Trustee, in favor of The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.34 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.17	 	Form of Deed of Trust, Assignment of Rents and Security Agreement (Washington), dated as of July 16, 2003, from the Company to Chicago Title Insurance Company, in favor of The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.35 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.18	 	Form of Deed of Trust, Assignment of Rents, and Security Agreement (California), dated as of July 16, 2003, from the Company to Chicago Title Insurance Company, in favor of The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.36 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.19	 	Form of Mortgage, Collateral Assignment of Leases and Rents, Security Agreement and Financing Statement (Louisiana), dated as of July 16, 2003, from the Company to The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.37 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.20	 	Amended and Restated Hazardous Materials Undertaking and Indemnity (Multistate), dated as of July 16, 2003, by the Company in favor of The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.38 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.21	 	Amended and Restated Hazardous Materials Undertaking and Indemnity (California), dated as of July 16, 2003, by the Company in favor of The Bank of New York, as Collateral Trustee (incorporated by reference to Exhibit 10.39 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC on August 14, 2003).	
 	10	.3.22	 	Designated Asset Sale Proceeds Account Control Agreement, dated as of July 16, 2003, among the Company, Union Bank of California, N.A., and The Bank of New York, as Collateral Agent (incorporated by reference to Exhibit 10.1.25 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).	
 	10	.4	 	Power Purchase and Other Agreements	

213

Table of Contents

 	 	 	 	 	
Exhibit	 	 	
Number	 	Description	
 		
 	10	.4.1	 	Power Purchase and Sale Agreements with the State of California Department of Water Resources comprising Amended and Restated Cover Sheet and Master Power Purchase and Sale Agreement, dated as of April 22, 2002 and effective as of May 1, 2004, between Calpine Energy Services, L.P. and the State of California Department of Water Resources together with Amended and Restated Confirmation (“Calpine 1”), Amended and Restated Confirmation (“Calpine 2”), Amended and Restated Confirmation (“Calpine 3”) and Amended and Restated Confirmation (“Calpine 4”), each dated as of April 22, 2002, and effective as of May 1, 2002, between Calpine Energy Services, L.P., and the State of California Department of Water Resources (incorporated by reference to Exhibit 10.4.1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2003, filed with the SEC on September 13, 2004).	
 	10	.5	 	Management Contracts or Compensatory Plans or Arrangements	
 	10	.5.1	 	Employment Agreement, effective as of December 12, 2005, between the Company and Mr. Robert P. May (incorporated by reference to Exhibit 10.5.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006).†	
 	10	.5.2.1	 	Employment Agreement, effective as of January 30, 2006, between the Company and Mr. Scott J. Davido (incorporated by reference to Exhibit 10.5.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006).†	
 	10	.5.2.2	 	Amendment, dated January 17, 2006, to Employment Agreement between the Company and Mr. Scott J. Davido.*†	
 	10	.5.2.3	 	Separation Agreement and General Release, dated February 16, 2007, between the Company and Mr. Scott J. Davido.*†	
 	10	.5.3.1	 	Agreement, dated December 17, 2005, between the Company and AP Services, LLC.*†	
 	10	.5.3.2	 	Letter Agreement, dated November 3, 2006, between the Company and AP Services, LLC, amending the Agreement, dated December 17, 2005, between the Company and AP Services.*†	
 	10	.5.4	 	Form of Indemnification Agreement for directors and officers (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1/A (Registration Statement No. 333-07497) filed with the SEC on August 22, 1996).†	
 	10	.5.5	 	Form of Indemnification Agreement for directors and officers (incorporated by reference to Exhibit 10.4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002).†	
 	10	.5.6.1	 	Calpine Corporation 1996 Stock Incentive Plan and forms of agreements thereunder (incorporated by reference to Exhibit 10.3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 25, 2004).†	
 	10	.5.6.2	 	Amendment to Calpine Corporation 1996 Stock Incentive Plan (description of such Amendment is incorporated by reference to Item 1.01 of Calpine Corporation’s Current Report on Form 8-K filed with the SEC on September 20, 2005).†	
 	10	.5.7	 	Form of Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 17, 2005).†	
 	10	.5.8	 	Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on March 17, 2005).†	
 	10	.5.9	 	2000 Employee Stock Purchase Plan (incorporated by reference to the copy of such Plan filed as an exhibit to the Company’s Definitive Proxy Statement on Schedule 14A dated April 13, 2000, filed with the SEC on April 13, 2000).†	
 	10	.5.10	 	Calpine Corporation U.S. Severance Program (incorporated by reference to Exhibit 10.5.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006).†	
 	10	.5.11	 	Calpine Incentive Plan.*†	
 	10	.5.12	 	Summary of Calpine Emergence Incentive Plan.*†	
 	10	.5.13	 	Employment Agreement, dated June 13, 2006, between the Company and Mr. Robert E. Fishman.*†	
 	10	.5.14	 	Employment Agreement, dated May 25, 2006, between the Company and Mr. Thomas N. May.*†	

214

Table of Contents

 	 	 	 	 	
Exhibit	 	 	
Number	 	Description	
 		
 	10	.5.15	 	Employment Agreement, dated June 19, 2006, between the Company and Mr. Gregory L. Doody.*†	
 	10	.5.16	 	Letter Agreement, dated January 8, 2007, between the Company and Mr. Eric Pryor.*†	
 	21	.1	 	Subsidiaries of the Company.*	
 	23	.1	 	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.*	
 	24	.1	 	Power of Attorney of Officers and Directors of Calpine Corporation (set forth on the signature pages of this report).*	
 	31	.1	 	Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*	
 	31	.2	 	Certification of the Senior Vice President and Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*	
 	32	.1	 	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*	

 
			
*		Filed herewith.	
 		
†		Management contract or compensatory plan or arrangement.	

215

EXHIBIT 3.1
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 05/19/2000
001257248 — 0939652
AMENDED AND RESTATED
 CERTIFICATE OF INCORPORATION
OF
CALPINE CORPORATION
A Delaware Corporation
(Pursuant to Sections 242 and 245
of the Delaware General Corporation Law)
     CALPINE CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies as follows:
     FIRST: That the name of the corporation is Calpine Corporation, and that the corporation was originally incorporated on June 21, 1982 under the name Electrowatt Services, Inc., pursuant to the General Corporation Law.
     SECOND: The Certificate of Incorporation of this corporation shall be amended and restated to read in full as is set forth on Exhibit A attached hereto.
     THIRD: That said amendment and restatement was duly adopted in accordance with the provisions of Section 242 and Section 245 of the General Corporation Law by obtaining a majority vote of the Common Stock in favor of said amendment and restatement in the manner set forth in Section 222 of the General Corporation Law.
     IN WITNESS WHEREOF, Calpine Corporation has caused its corporate seal to be hereunto affixed and this Amended and Restated Certificate of Incorporation to be signed by its President and attested to by its Secretary this 18th day of May, 2000.
 	 	 	 	 	
 	CALPINE CORPORATION
 	 	
 	/s/ PETER CARTWRIGHT  	 	
 	Name:  	Peter Cartwright 	 	
 	Title:  	President 	 	
 	
[SEAL]
ATTEST:

 	/s/ ANN B. CURTIS  	 	
 	Name:  	Ann B. Curtis 	 	
 	Title:  	Secretary 	 	

 

 	 	 	 	 	
EXHIBIT A
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CALPINE CORPORATION
     FIRST. The name of the corporation is Calpine Corporation (the “Corporation”).
     SECOND. The address of its registered office in the State of Delaware is 9 East Loockerman Street, City of Dover, 19901, County of Kent. The name of its registered agent at such address is National Registered Agents, Inc.
     THIRD. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
     FOURTH. (a) The Corporation is authorized to issue 510,000,000 shares of capital stock, $.001 par value. The shares shall be divided into two classes, designated as follows:
 	 	 	 	 	
Designation of Class	 	Number of Shares	
Common Stock	 	 	500,000,000	 	
Preferred Stock	 	 	10,000,000	 	
 	 	 	 	 	
Total	 	 	510,000,000	 	
     (b) The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is expressly authorized, in the resolution or resolutions providing for the issuance of any wholly unissued series of Preferred Stock, to fix, state and express the powers, rights, designations, preferences, qualifications, limitations and restrictions thereof, including without limitation; the rate of dividends upon which and the times at which dividends on shares of such series shall be payable and the preference, if any, which such dividends shall have relative to dividends on shares of any other class or classes or any other series of stock of the Corporation; whether such dividends shall be cumulative or noncumulative, and if cumulative, the date or dates from which dividends on shares of such series shall be cumulative; the voting rights, if any, to be provided for shares of such series; the rights, if any, which the holders of shares of such series shall have in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; the rights, if any, which the holders of shares of such series shall have to convert such shares into or exchange such shares for shares of stock of the Corporation, and the terms and conditions, including price and rate of exchange of such conversion or exchange; the redemption rights (including sinking fund provisions), if any, for shares of such series; and such other powers, rights, designations, preferences, qualifications, limitations and restrictions as the Board of Directors may desire to so fix. The Board of Directors is also expressly authorized to fix the number of shares constituting such series and to increase or decrease the number of shares of any series prior to the issuance of shares of that series and to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not to decrease such number below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.
     FIFTH. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is authorized to make, alter or repeal any or all of the Bylaws of the Corporation; provided, however, that any Bylaw amendment adopted by the Board of Directors increasing or reducing the authorized number of Directors shall require the affirmative vote of a majority of the total number of Directors which the Corporation would have if there were no vacancies. In addition, new Bylaws may be adopted or the Bylaws may be amended or repealed by the affirmative vote of at least 66-2/3% of the combined voting power of all shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 66-2/3% of the combined voting power of all shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, change, amend, repeal or adopt any provision inconsistent with, this Article FIFTH.
     SIXTH. (a) Any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing of such stockholders.
     (b) Special meetings of stockholders of the Corporation may be called only (i) by the Chairman of the Board of Directors, or (ii) by the Chairman or the Secretary at the written request of a majority of the total number of Directors which the Corporation would have
 2 

 

if there were no vacancies upon not fewer than 10 nor more than 60 days’ written notice. Any request for a special meeting of stockholders shall be sent to the Chairman and the Secretary and shall state the purposes of the proposed meeting. Special meetings of holders of the outstanding Preferred Stock may be called in the manner and for the purposes provided in the resolutions of the Board of Directors providing for the issue of such stock. Business transacted at special meetings shall be confined to the purpose or purposes stated in the notice of meeting.
     (c) Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 66-2/3% of the combined voting power of all shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, change, amend, repeal or adopt any provision inconsistent with, this Article SIXTH.
     SEVENTH. (a) The number of Directors which shall constitute the whole Board of Directors of this corporation shall be as specified in the Bylaws of this corporation, subject to this Article SEVENTH.
     (b) The Directors shall be classified with respect to the time for which they severally hold office into three classes designated Class I, Class II and Class III, as nearly equal in number as possible, as shall be provided in the manner specified in the Bylaws of the Corporation. Each Director shall serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting at which the Director was elected; provided, however, that each initial Director in Class I shall hold office until the annual meeting of stockholders in 1997, each initial Director in Class II shall hold office until the annul meeting of stockholders in 1998 and each initial Director in Class III shall hold office until the annual meeting of stockholders in 1999. Notwithstanding the foregoing provisions of this Article SEVENTH, each Director shall serve until his successor is duly elected and qualified or until such Director’s death, resignation or removal.
     (c) In the event of any increase or decrease in the authorized number of Directors, (i) each Director then serving as such shall nevertheless continue as a Director of the class of which such Director is a member until the expiration of his current term, or his early resignation, removal from office or death and (ii) the newly created or eliminated directorship resulting from such increase or decrease shall be apportioned by the Board of Directors among the three classes of Directors so as to maintain such classes as nearly equally as possible.
     (d) Any Director or the entire Board of Directors may be removed by the affirmative vote of the holders of at least 66-2/3% of the combined voting power of all shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class.
     (e) Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 66-2/3% of the combined voting power of all shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, change, amend, repeal or adopt any provision inconsistent with, this Article SEVENTH.
     EIGHTH. (a) 1. In addition to any affirmative vote required by law, any Business Combination (as hereinafter defined) shall require the affirmative vote of at least 66-2/3% of the combined voting power of all shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class (for purposes of this Article EIGHTH, the “Voting Shares”). Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that some lesser percentage may be specified by law or in any agreement with any national securities exchange or otherwise.
     2. The term “Business Combination” as used in this Article EIGHTH shall mean any transaction which is referred to in any one or more of the following clauses (A) through (E);
     (A) any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with or into (i) any Interested Stockholder (as hereinafter defined) or (ii) any other corporation (whether or not itself an Interested Stockholder) which is, or after such merger or consolidation would be, an Affiliate (as hereinafter defined) or Associate (as hereinafter defined) or an Interested Stockholder; or
     (B) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series or related transactions) to or with, or proposed by or on behalf of, any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder, of any assets of the Corporation or any Subsidiary constituting not less than five percent of the total assets of the Corporation, as reported
 3 

 

in the consolidated balance sheet of the Corporation as of the end of the most recent quarter with respect to which such balance sheet has been prepared; or
     (C) the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of related transactions) of any securities of the Corporation or any Subsidiary to, or proposed by or on behalf of, any Interested Stockholder or any affiliate or Associate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) constituting not less than five percent of the total assets of the Corporation, as reported in the consolidated balance sheet of the Corporation as of the end of the most recent quarter with respect to which such balance sheet has been prepared; or
     (D) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation, or any spin-off or split-up of any kind of the Corporation or any Subsidiary, proposed by or on behalf of an Interested Stockholder or any Affiliate or Associate of any Interested Stockholder; or
     (E) any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any similar transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the percentage of the outstanding shares of (i) any class of equity securities of the Corporation or any Subsidiary or (ii) any class of securities of the Corporation or any Subsidiary convertible into equity securities of the Corporation or any Subsidiary, represented by securities of such class which are directly or indirectly owned by any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder.
     (b) The provisions of section (a) of this Article EIGHTH shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote as is required by law and any other provision of this Certificate of Incorporation, if such Business Combination has been approved by two-thirds of the whole Board of Directors.
     (c) For the purposes of this Article EIGHTH:
     1. A “person” shall mean any individual, firm, corporation or other entity.
     2. “Interested Stockholder” shall mean, in respect of any Business Combination, any person (other than the Corporation or any Subsidiary) who or which, as of the record date for the determination of stockholders entitled to notice of and to vote on such Business Combination, or immediately prior to the consummation of any such transaction
     (A) is or was, at any time within two years prior thereto, the beneficial owner, directly or indirectly, of 15% or more of the then outstanding Voting Shares, or
     (B) is an Affiliate or Associate of the Corporation and at any time within two years prior thereto was the beneficial owner, directly or indirectly, of 15% or more of the then outstanding Voting Shares, or
     (C) is an assignee of or has otherwise succeeded to any shares of capital stock of the Corporation which were at any time within two years prior thereto beneficially owned by any Interested Stockholder, if such assignment or succession shall have occurred in the course of a transaction, or series of transactions, not involving a public offering within the meaning of the Securities Act of 1933, as amended.
     3. A “person” shall be the “beneficial owner” of any Voting Shares
     (A) which such person or any of its Affiliates and Associates (as hereinafter defined) beneficially own, directly or indirectly, or
     (B) which such person or any of its Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or understanding, or
     (C) which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purposes of acquiring, holding, voting or disposing of any shares of capital stock of the Corporation.
 4 

 

     4. The outstanding Voting Shares shall include shares deemed owned through application of paragraph 3 above but shall not include any other Voting Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise.
     5. “Affiliate” and “Associate” shall have the respective meanings given those terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on the date of adoption of this Certificate of Incorporation (the “Exchange Act”).
     6. “Subsidiary” shall mean any corporation of which a majority of any class of equity security (as defined in Rule 3a11-1 of the General Rules and Regulations under the Exchange Act) is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of Interested Stockholder set forth in paragraph 2 of this section (c) the term “Subsidiary” shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation.
     (d) A majority of the directors shall have the power and duty to determine for the purposes of this Article EIGHTH on the basis of information known to them, (1) whether a person is an Interested Stockholder, (2) the number of Voting Shares beneficially owned by any person, (3) whether a person is an Affiliate or Associate of another, (4) whether a person has an agreement, arrangement or understanding with another as to the matters referred to in paragraph 3 of section (c) or (5) whether the assets subject to any Business Combination or the consideration received for the issuance or transfer of securities by the Corporation or any Subsidiary constitutes not less than five percent of the total assets of the Corporation.
     (e) Nothing contained in this Article EIGHTH shall be construed to relieve any Interested Stockholder from any fiduciary obligations imposed by law.
     (f) Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 66-2/3% of the combined voting power of all shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, change, amend, repeal or adopt any provision inconsistent with, this Article EIGHTH.
     NINTH. This Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statue, and all rights conferred on stockholders herein are granted subject to this reservation.
     TENTH. A Director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability (i) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of Delaware or (iv) for any transaction from which the Director derived any improper personal benefit. If the General Corporation Law of Delaware is hereafter amended to authorize, with the approval of a corporation’s stockholders, further reductions in the liability of a corporation’s directors for breach of fiduciary duty, then a Director of the Corporation shall not be liable for any such breach to the fullest extent permitted by the General Corporation Law of Delaware as so amended. Any repeal or modification of the foregoing provisions of this Article TENTH by the stockholders of the Corporation shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such repeal or modification. This corporation is authorized to indemnify the directors and officers of the corporation to the fullest extent permissible under Delaware law.
 5 

 

CERTIFICATE OF CORRECTION OF
CALPINE CORPORATION
     Calpine Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),
     DOES HEREBY CERTIFY:
     1. The name of the Corporation is Calpine Corporation.
     2. An Amended and Restated Certificate of Incorporation (the “Instrument”) was filed with the Secretary of State of the State of Delaware on May 19, 2000 which contains an inaccurate record of the corporate action taken therein, and said Instrument requires correction as permitted by subsection (f) of Section 103 of the General Corporation Law of the State of Delaware.
     3. The inaccuracy in said Instrument is as follows:
     Since the Board of Directors and stockholders of the Corporation merely approved an amendment to the Amended and Restated Certificate of Incorporation of the Corporation, as opposed to an amendment and restatement thereof, the heading of the Instrument incorrectly identifies the Instrument as the “Amended and Restated Certificate of Incorporation of Calpine Corporation” and incorrectly restates the text of the Amended and Restated Certificate of Incorporation of Calpine Corporation as filed with the Secretary of State of the State of Delaware on September 13, 1996. The Instrument further incorrectly states in paragraph THIRD that the restatement was duly adopted in accordance with the provisions of Section 245 of the General Corporation Law of the State of Delaware.
     4. The heading of the document filed on May 19, 2000 is corrected to read as follows:
     “Certificate of Amendment of Amended and Restated Certificate of Incorporation of Calpine Corporation”
     5. The text of the Instrument filed on May 19, 2000 is corrected to read in its entirety as follows:
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CALPINE CORPORATION
     CALPINE CORPORATION, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:
     1. The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by deleting paragraph (a) of Article FOURTH thereof and inserting the following in lieu thereof:
     (a) The Corporation is authorized to issue 510,000,000 shares of capital stock, $.001 par value. The shares shall be divided into two classes, designated as follows:
 	 	 	 	 	
Designation of Class	 	Number of Shares	
Common Stock	 	 	500,000,000	 	
Preferred Stock	 	 	10,000,000	 	
 	 	 	 	 	
Total	 	 	510,000,000	 	
     2. The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
     IN WITNESS WHEREOF, Calpine Corporation has caused this Certificate to be executed by Lisa Bodensteiner, its duly authorized officer, this 28th day of February, 2001.
 6 

 

 	 	 	 	 	
 	CALPINE CORPORATION
 	 	
 	By:  	/s/ LISA BODENSTEINER  	 	
 	 	Name:  	Lisa Bodensteiner 	 	
 	 	Title:  	Vice President, General Counsel and
Assistant Secretary 	 	
 7 

 

 	 	 	 	 	
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CALPINE CORPORATION
     CALPINE CORPORATION, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:
     1. The Amended and Restated Certificate of Incorporation of the Corporation, as amended on March 2, 2001, is hereby amended by deleting paragraph (a) of Article FOURTH thereof and inserting the following in lieu thereof:
     (a) The Corporation is authorized to issue 1,010,000,000 shares of capital stock, $.001 par value. The shares shall be divided into two classes, designated as follows:
 	 	 	 	 	
Designation of Class	 	Number of Shares	
Common Stock	 	 	1,000,000,000	 	
Preferred Stock	 	 	10,000,000	 	
 	 	 	 	 	
Total	 	 	1,010,000,000	 	
     2. The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
     IN WITNESS WHEREOF, Calpine Corporation has caused this Certificate to be executed by Ann B. Curtis, its duly authorized officer, this 25th day of July, 2001.
 	 	 	 	 	
 	CALPINE CORPORATION
 	 	
 	By:  	/s/ Ann B. Curtis  	 	
 	 	Name:  	Ann B. Curtis 	 	
 	 	Title:  	Executive Vice President, Chief
Financial Officer and Secretary 	 	
 8 

 

CERTIFICATE OF DESIGNATION
of
SERIES A PARTICIPATING PREFERRED STOCK
of
CALPINE CORPORATION
(Pursuant to Section 151 of the
Delaware General Corporation Law)
 
     Calpine Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation as required by Section 151 of the General Corporation Law at a meeting duly called and held on June 5, 1997:
     RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of the Corporation (hereinafter called the “Board of Directors” or the “Board”) in accordance with the provisions of the Certificate of Incorporation, the Board of Directors hereby creates a series of Preferred Stock, par value $0.001 per share (the “Preferred Stock”), of the Corporation and hereby states the designation and number of shares, and fixes the relative rights, preferences, and limitations thereof as follows:
     Series A Participating Preferred Stock:
     Section 1. Designation and Amount. The shares of such series shall be designated as “Series A Participating Preferred Stock” (the “Series A Preferred Stock”) and the number of shares constituting the Series A Preferred Stock shall be One Hundred Thousand (100,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.
     Section 2. Dividends and Distributions.
     (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, each holder of a share of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) times the aggregate per share amount of all cash dividends, and One Thousand (1,000) times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.
 9 

 

     (B) The Corporation shall declare a dividend or distribution on the shares of Series A Preferred Stock as provided in paragraph (A) of this Section 2 immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided, however, that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Distribution Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share of Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.
     (C) Dividends shall begin to accrue and be cumulative on each outstanding share of Series A Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such share of Series A Participating Preferred Stock, unless the date of issue of such share is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such share shall begin to accrue from the date of issue of such share, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof.
     Section 3. Voting Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights:
     (A) Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to One Thousand (1,000) votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.
     (B) Except as otherwise provided herein, in any other Certificate of Designations creating a series of Preferred Stock or any similar stock, or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.
     (C) (i) If at any time dividends on any shares of Series A Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon, then during the period (a “default period”) from the occurrence of such event until such time as all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Series A Preferred Stock then outstanding shall have been declared and paid or set apart for payment, all holders of shares of Series A Preferred Stock, voting separately as a class, shall have the right to elect two (2) Directors.
     (ii) During any default period, such voting rights of the holders of shares of Series A Preferred Stock may be exercised initially at a special meeting called pursuant to subparagraph (iii) of this Section 3(C) or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders, provided that neither such voting rights nor any right of the holders of shares of Series A Preferred Stock to increase, in certain cases, the authorized number of Directors may be exercised at any meeting unless one-third of the outstanding shares of Preferred Stock shall be present at such meeting in person or by proxy. The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of shares of Series A Preferred Stock of such rights. At any meeting at which the holders of shares of Series A Preferred Stock shall exercise such voting rights initially during an existing default period, they shall have the right, voting separately as a class, to elect Directors to fill up to two (2) vacancies in the Board of Directors, if any such vacancies may then exist, or, if such right is exercised at an annual meeting, to elect two (2) Directors. If the number which may be so elected at any special meeting does not amount to the required number, the holders of the Series A Preferred Stock shall have the right to make such increase in the number of Directors as shall be necessary to permit the election by them of the required number. After the holders of shares of Series A Preferred Stock shall have exercised their right to elect Directors during any default period, the number of Directors shall not be increased or decreased except as approved by a
 10 

 

vote of the holders of shares of Series A Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to the Series A Preferred Stock.
     (iii) Unless the holders of Series A Preferred Stock shall, during an existing default period, have previously exercised their right to elect Directors, the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than 25% of the total number of the shares of Series A Preferred Stock outstanding may request, the calling of a special meeting of the holders of shares of Series A Preferred Stock, which meeting shall thereupon be called by the Secretary of the Corporation. Notice of such meeting and of any annual meeting at which holders of shares of Series A Preferred Stock are entitled to vote pursuant to this Section 3(C)(iii) shall be given to each holder of record of shares of Series A Preferred Stock by mailing a copy of such notice to such holder at such holder’s last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than 20 days and not later than 60 days after such order or request or in default of the calling of such meeting within 60 days after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than 25% of the total number of outstanding shares of Series A Preferred Stock. Notwithstanding the provisions of this Section 3(C)(iii), no such special meeting shall be called during the 60 days immediately preceding the date fixed for the next annual meeting of the stockholders.
     (iv) During any default period, the holders of shares of Common Stock and shares of Series A Preferred Stock, and other classes or series of stock of the Corporation, if applicable, shall continue to be entitled to elect all the Directors until holders of the shares of Series A Preferred Stock shall have exercised their right to elect two (2) Directors voting as a separate class, after the exercise of which right (x) the Directors so elected by the holders of shares of Series A Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may (except as provided in Section 3(C)(ii)) be filled by vote of a majority of the remaining Directors theretofore elected by the holders of the class of capital stock which elected the Director whose office shall have become vacant. References in this Section 3(C) to Directors elected by the holders of a particular class of capital stock shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence.
     (v) Immediately upon the expiration of a default period, (x) the right of the holders of shares of Series A Preferred Stock as a separate class to elect Directors shall cease, (y) the term of any Directors elected by the holders of shares of Series A Preferred Stock as a separate class shall terminate, and (z) the number of Directors shall be such number as may be provided for in the Certificate of Incorporation or by-laws irrespective of any increase made pursuant to the provisions of Section 3(C)(ii) (such number being subject, however, to change thereafter in any manner provided by law or in the Certificate of Incorporation or by-laws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors.
     (vi) The provisions of this Section 3(C) shall govern the election of Directors by holders of shares of Preferred Stock during any default period notwithstanding any provisions of the Certificate of Incorporation to the contrary, including, without limitation, the provisions of Article Sixth of the Certificate of Incorporation.
     (D) Except as set forth herein, or as otherwise provided by law, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.
     Section 4. Certain Restrictions.
     (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
     (i) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
     (ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the shares of Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
 11 

 

     (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
     (iv) redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
     (B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
     Section 5. Reacquired Shares. Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the Certificate of Incorporation, or in any other Certificate of Designations creating a series of Preferred Stock or any similar stock or as otherwise required by law.
     Section 6. Liquidation, Dissolution or Winding Up.
     (A) Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made (1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received One Thousand Dollars ($1,000), per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment; provided, however, that the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to one thousand (1,000), times the aggregate amount to be distributed per share to holders of shares of Common Stock, or (2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.
     (B) In the event, however, that there are not sufficient assets available to permit payment in full the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, which rank on a parity with the Series A Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences.
     Section 7. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to One Thousand (1,000) times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of
 12 

 

which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.
     Section 8. No Redemption. The shares of Series A Preferred Stock shall not be redeemable.
     Section 9. Rank. The Series A Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets, junior to all series of any other class of the Corporation’s Preferred Stock.
     Section 10. Amendment. The Certificate of Incorporation of the Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least a majority of the outstanding shares of Series A Preferred Stock, voting together as a single class.
     IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Corporation by its President and its corporate seal attested by its Secretary this 16th day of June, 1997.

 	/s/ PETER CARTWRIGHT  	 	
 	Name:  	Peter Cartwright 	 	
 	Title:  	Chairman, President and Chief Executive Officer 	 	
 	
Attest:

 	/s/ ANN B. CURTIS  	 	
 	Name:  	Ann B. Curtis 	 	
 	Title:  	Senior Vice President and Corporate Secretary 	 	
 13 

 

 	 	 	 	 	
AMENDED CERTIFICATE OF DESIGNATION
OF
SERIES A PARTICIPATING PREFERRED STOCK
OF
CALPINE CORPORATION
(PURSUANT TO SECTION 151 OF THE
DELAWARE GENERAL CORPORATION LAW)
 
     CALPINE CORPORATION, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Company”), in accordance with the provisions of Section 103 of the General Corporation Law of the State of Delaware, certifies as follows:
     1. That by resolution of the Board of Directors of the Company dated June 5, 1997, and by a Certificate of Designation filed in the office of the Secretary of State of the State of Delaware on June 16, 1997, the Company authorized a series of 100,000 shares of Series A Participating Preferred Stock, par value $0.001 per share, of the Company (the “Series A Preferred Stock”) and established the powers, designations, preferences and relative, participating, optional and other rights of the Series A Preferred Stock and the qualifications, limitations or restrictions thereof.
     2. As of the date hereof, no shares of Series A Preferred Stock are outstanding and no shares of Series A Preferred Stock have been issued.
     3. The pursuant to the authority conferred on the Board of Directors of the Company by its Restated Certificate of Incorporation and the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, the Board of Directors on February 6, 2001, adopted the following resolution amending certain provision s of said Certificate of Designation:
     RESOLVED FURTHER, that the Board finds it advisable to amend the Certificate of Designation of Series A Participating Preferred Stock of Calpine Corporation (the “Series A Preferred Certificate of Designation”), and the Series A Preferred Stock Certificate of Designation is hereby amended, as follows: the phrase “One Hundred Thousand (100,000)” in the first sentence of Section 1 of the Series A Preferred Certificate of Designation is deleted and replaced with the phrase “Five Hundred Thousand (500,000)”.
     IN WITNESS WHEREOF, CALPINE CORPORATION has caused this certificate to be executed by Lisa M. Bodensteiner, the Vice President, General Counsel and Assistant Secretary of the Company, this 28th day of February, 2001.

 	/s/ LISA M. BODENSTEINER  	 	
 	Lisa M. Bodensteiner 	 	
 	Vice President, General Counsel and Assistant Secretary 	 	
 14 

 

 	 	 	 	 	
AMENDED CERTIFICATE OF DESIGNATION
OF
SERIES A PARTICIPATING PREFERRED STOCK
OF
CALPINE CORPORATION
(PURSUANT TO SECTION 151 OF THE
DELAWARE GENERAL CORPORATION LAW)
 
     CALPINE CORPORATION, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Company”), in accordance with the provisions of Section 103 of the General Corporation Law of the State of Delaware, certifies as follows:
     1. That by resolution of the Board of Directors of the Company dated June 5, 1997, and by a Certificate of Designation filed in the office of the Secretary of State of the State of Delaware on June 16, 1997, as thereafter amended by an Amended Certificate of Designation filed in the office of the Secretary of State of the State of Delaware on March 2, 2001, the Company authorized a series of shares of Series A Participating Preferred Stock, par value $0.001 per share, of the Company (the “Series A Preferred Stock”) and established the powers, designations, preferences and relative, participating, optional and other rights of the Series A Preferred Stock and the qualifications, limitations or restrictions thereof.
     2. As of the date hereof, no shares of Series A Preferred Stock are outstanding and no shares of Series A Preferred Stock have been issued.
     3. The pursuant to the authority conferred on the Board of Directors of the Company by its Restated Certificate of Incorporation and the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, the Board of Directors on July 25, 2001, adopted the following resolution amending certain provisions of said Certificate of Designation:
     RESOLVED FURTHER, that the Board finds it advisable to amend the Certificate of Designation of Series A Participating Preferred Stock of Calpine Corporation (as amended on March 2, 2001, the “Series A Preferred Certificate of Designation”), and the Series A Preferred Certificate of Designation is hereby amended, as follows: the phrase “Five Hundred Thousand (500,000)” in the first sentence of Section 1 of the Series A Preferred Certificate of Designation is deleted and replaced with the phrase “One Million (1,000,000)”.
     IN WITNESS WHEREOF, CALPINE CORPORATION has caused this certificate to be executed by Ann B. Curtis, the Executive Vice President, Chief Financial Officer and Secretary of the Company, this 25th day of July, 2001.

 	/s/ Ann B. Curtis  	 	
 	Ann B. Curtis 	 	
 	Executive Vice President, Chief Financial Officer and Secretary 	 	
 	
 15 

 

DRAFT
State of Delaware
Secretary of State
Division of Corporations
Delivered 05:42 PM 06/20/2005
FILED 05:37 PM 06/20/2005
SRV 050512817-0939652 FILE
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CALPINE CORPORATION
     CALPINE CORPORATION, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:
     1. The Amended and Restated Certificate of Incorporation of the Corporation, as amended on June 2, 2004, is hereby amended by:
(i) deleting paragraphs (b) and (c) of Article SEVENTH thereof and inserting the following in lieu thereof:
(b) Except as otherwise provided by law, each Director shall be elected at the annual meeting of stockholders to serve a one-year term and until such Director’s successor is elected and qualified or until such Director’s death, resignation or removal.
(c) In the event of any increase or decrease in the authorized number of Directors, each Director then serving as such shall nevertheless continue as a Director until the expiration of his current term, or his early resignation, removal from office or death.
     2. The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
     IN WITNESS WHEREOF, Calpine Corporation has caused this Certificate to be executed by Lisa M. Bodensteiner, its duly authorized officer, this 20th day of June 2005.
 	 	 	 	 	
 	CALPINE CORPORATION
 	 	
 	By:  	/s/ LISA M. BODENSTEINER  	 	
 	 	Name:  	Lisa M. Bodensteiner 	 	
 	 	Title:  	Executive Vice President, and Assistant Secretary 	 	

 

Exhibit 4.13.8
Execution Copy
AMENDMENT TO WAIVER AGREEMENT
Dated as of August 4, 2006
among
CALPINE CONSTRUCTION FINANCE COMPANY, L.P.
CCFC FINANCE CORP.
THE GUARANTORS NAMED HEREIN
and
WILMINGTON TRUST FSB,
as Trustee
Relating to the Indenture
Dated as of August 14, 2003
and
Amended as of September 18, 2003, January 14, 2004, March 5, 2004 and March 15, 2006

 

          AMENDMENT TO WAIVER AGREEMENT UNDER INDENTURE, dated as of August 4, 2006 (“ Amendment ”), among Calpine Construction Finance Company, L.P., a Delaware limited partnership (the “ Company ”), CCFC Finance Corp., a Delaware corporation (“ Finance Corp. ”), the Guarantors and Wilmington Trust FSB, as trustee (the “ Trustee ”).
          WHEREAS, the Company, Finance Corp., the Guarantors and the Trustee have executed that certain Indenture, dated as of August 14, 2003, as supplemented by that certain Supplemental Indenture, dated as of September 18, 2003, as further supplemented by that certain Second Supplemental Indenture, dated as of January 14, 2004, as further supplemented by that certain Third Supplemental Indenture, dated as of March 5, 2004, and as further supplemented by that certain Fourth Supplemental Indenture, dated as of March 15, 2006 (as supplemented, the “ Indenture ”), in connection with the co-issuance by the Company and Finance Corp. of certain Second Priority Senior Secured Floating Rate Notes due 2011 (the “ Notes ”);
          WHEREAS, the Company, Finance Corp., the Guarantors and the Trustee executed that certain Waiver Agreement under Indenture dated as of June 9, 2006 (the “ Waiver Agreement ”) pursuant to which the Holders waived the Specified Defaults (as defined therein);
          WHEREAS, pursuant to a consent solicitation commenced as of August 1, 2006 (the “ Consent Solicitation ”), the Company and Finance Corp. proposed this Amendment;
          WHEREAS, pursuant to Sections 6.04 and 9.02 of the Indenture, the Holders of at least a majority in aggregate principal amount of the Notes have consented to this Amendment; and
          WHEREAS, the Company and Finance Corp. have directed the Trustee to execute and deliver this Amendment, in accordance with the terms of the Indenture.
          NOW, THEREFORE, for and in consideration of the premises and mutual covenants herein contained, the Company, Finance Corp., the Guarantors and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
          Section 1.1 Definition of Terms . Unless the context otherwise requires, capitalized terms used herein that are not otherwise defined herein shall have the meaning assigned to such terms in the Indenture.
ARTICLE II
AMENDMENT
          Section 2.1 Amendment . Section 2.4 of the Waiver Agreement is hereby amended to substitute “August 11, 2006” in place of “August 4, 2006” in clause (i) thereof.
          Section 2.2 Conditions . The effectiveness of Section 2.1 of this Amendment is subject to the satisfaction of the following conditions precedent:
 1 

 

          (a) Holders of at least a majority in aggregate principal amount of the Notes shall have consented to this Amendment, and the Company, Finance Corp., and the Guarantors named as signatories hereto and the Trustee shall have executed and delivered their respective counterparts of this Amendment;
          (b) the Company shall have paid in cash or other immediately available funds (i) reimbursement of all outstanding fees and expenses of the Trustee owing under the Indenture as well as other fees owing to the Trustee arising in connection with the solicitation of consents from the Holders to this Amendment and (ii) payment of the fees and expenses of the financial advisors and counsel to the Holders incurred through June 30, 2006;
          (c) an amendment to waiver agreement (in form and substance reasonably acceptable to the Trustee) with the Lenders under (and as defined in) the Term Loan Agreement shall have been negotiated and shall become effective concurrently with this Amendment, provided that , any conditions to effectiveness or consideration made available to such Lenders for such agreement shall be made available to the Holders as conditions to effectiveness of, or as consideration for, this Amendment; and
          (d) the conditions specified in the Indenture which are applicable to this Amendment shall have been satisfied.
          Section 2.3 Representations and Warranties . The Company, Finance Corp. and each Guarantor hereby represents and warrants to the Trustee that (a) this Amendment has been duly authorized, executed and delivered by the Company , Finance Corp. or Guarantor, as applicable, and constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of generally applicability relating to or affecting creditors’ rights and to general equity principles; (b) the execution and delivery of this Amendment (i) does not require any consent, approval, authorization or order of, or filing with, any governmental agency or body or any court, except such as have been obtained or made and are in full force and effect as of the date hereof and (ii) will not violate any applicable law or regulation or the charter, by laws or other organizational documents of the Company or Guarantor, as applicable, or any order of any governmental agency or body, or breach or conflict with any material agreement to which the Company, Finance Corp. or Guarantor, as applicable, is a party or by which the Company, Finance Corp. or Guarantor, as applicable, is bound; and (c) no Default or Event of Default under the Indenture exists and is continuing.
ARTICLE III
MISCELLANEOUS
          Section 3.1 Interpretation . This Amendment shall become effective on the first date that all of the conditions specified in Section 2.2 shall have been satisfied (the “ Effective Date )” and shall bind every Holder. After the Effective Date, the Waiver Agreement shall be modified and amended in accordance with this Amendment, and all the terms and conditions of both shall be read together as though they constitute one instrument, except that, in case of conflict, the provisions of this Amendment will control. The Waiver Agreement, as modified by this Amendment, is hereby ratified and confirmed in all respects and shall bind every Holder.
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          Section 3.2 The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Amendment or for or in respect of the recitals contained herein, all of which are made solely by the Company and Finance Corp.
          Section 3.3 Certain Duties and Responsibilities of the Trustee . In entering into this Amendment, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.
          Section 3.4 Continuing Effect of the Waiver Agreement and Indenture . Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Holders, the Trustee, the Company, Finance Corp. or the Guarantors under the Waiver Agreement or the Indenture and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Waiver Agreement or the Indenture, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Company, Finance Corp. or the Guarantors to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Waiver Agreement or the Indenture in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provision of the Waiver Agreement specifically referred to herein. After the Effective Date, any reference to the Waiver Agreement shall mean the Waiver Agreement as amended and modified hereby.
          Section 3.5 Counterparts . This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. The delivery of an executed signature of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.
          Section 3.6 Applicable Law . This Amendment and the right and obligations of the parties hereunder shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York.
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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
 	 	 	 	 	
 	 	CALPINE CONSTRUCTION FINANCE COMPANY, L.P.	
 	 	 	 	 	
 	 	By:	 	/s/ Zamir Rauf	
 	 	 	 	 	
 	 	 	 	Name: Zamir Rauf	
 	 	 	 	Title: Vice President	
 	 	 	 	 	
 	 	CCFC FINANCE CORP.	
 	 	 	 	 	
 	 	By:	 	/s/ Zamir Rauf	
 	 	 	 	 	
 	 	 	 	Name: Zamir Rauf	
 	 	 	 	Title: Vice President	
 	 	 	 	 	
 	 	CALPINE HERMISTON, LLC, as a Guarantor	
 	 	 	 	 	
 	 	By:	 	/s/ Zamir Rauf	
 	 	 	 	 	
 	 	 	 	Name: Zamir Rauf	
 	 	 	 	Title: Vice President	
 	 	 	 	 	
 	 	CPN HERMISTON, LLC, as a Guarantor	
 	 	 	 	 	
 	 	By:	 	/s/ Zamir Rauf	
 	 	 	 	 	
 	 	 	 	Name: Zamir Rauf	
 	 	 	 	Title: Vice President	
 	 	 	 	 	
 	 	HERMISTON POWER PARTNERSHIP, as a Guarantor	
 	 	 	 	 	
 	 	By:	 	Calpine Hermiston, LLC, its General Partner	
 	 	 	 	 	
 	 	By:	 	/s/ Zamir Rauf	
 	 	 	 	 	
 	 	 	 	Name: Zamir Rauf	
 	 	 	 	Title: Vice President	
 	 	 	 	 	
 	 	WILMINGTON TRUST FSB, as Trustee	
 	 	 	 	 	
 	 	By:	 	/s/ Emmett R. Harmon	
 	 	 	 	 	
 	 	 	 	Name: Emmett R. Harmon	
 	 	 	 	Title: Authorized Signer	

 

Exhibit 4.23.39
EXECUTION VERSION
OMNIBUS AMENDMENT TO OPERATIVE DOCUMENTS
AND AGREEMENT – SOUTH POINT
      OMNIBUS AMENDMENT TO OPERATIVE DOCUMENTS AND AGREEMENT – SOUTH POINT (this “ Amendment ”) dated as of July 13, 2006, is made by and among (i) SOUTH POINT ENERGY CENTER, LLC, a Delaware limited liability company (together with its successors and permitted assigns, the “ Facility Lessee ”), (ii) CALPINE CORPORATION, a Delaware corporation, (iii) SOUTH POINT HOLDINGS, LLC, a Delaware limited liability company, as Pledgor under each of the Pledge Agreements (as defined below)(together with its permitted successors and assigns, the “ Pledgor ”), (iv) SOUTH POINT OL-1, LLC, a Delaware limited liability company, (v) SOUTH POINT OL-2, LLC, a Delaware limited liability company, (vi) SOUTH POINT OL-3, LLC, a Delaware limited liability company, (vii) SOUTH POINT OL-4, LLC, a Delaware limited liability company (each of the parties described in items (iv) through (vii) above being an “ Owner Lessor ” and, collectively, the “ Owner Lessors ”), (viii) SBR OP-1, LLC, a Delaware limited liability company, (ix) SBR OP-2, LLC, a Delaware limited liability company, (x) SBR OP-3, LLC, a Delaware limited liability company, (xi) SBR OP-4, LLC, a Delaware limited liability company (each of the parties described in items (viii) through (xi) above being together with its successors and permitted assigns, an “ Owner Participant ” and, collectively, the “ Owner Participants ”), (xii) U.S. BANK NATIONAL ASSOCIATION (as successor to STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION), a national banking association organized and existing under the laws of the United States, not in its individual capacity, except as expressly provided herein, but solely as trustee under each of the Collateral Trust Indentures (herein in its capacity as trustee under each of the Collateral Trust Indentures, together with its successors and permitted assigns, an “ Indenture Trustee ”, and herein in its individual capacity called “ US Bank ”), (xiii) WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, not in its individual capacity except as expressly provided herein, but solely as independent manager under each of the LLC Agreements (herein in its capacity as independent manager under each of the LLC Agreements, together with its successors and permitted assigns, called the “ Lessor Manager ” and, collectively, the “ Lessor Managers ”, and herein in its individual capacity, together with its successors and permitted assigns, called the “ Trust Company ”), (xiv) U.S. BANK NATIONAL ASSOCIATION (as successor to STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION), a national banking association organized and existing under the laws of the United States, not in its individual capacity, except as expressly provided herein, but solely as trustee under the Pass Through Trust Agreements (herein in its capacity as trustee under such Pass Through Trust Agreements, together with its successors and permitted assigns, the “ Pass Through Trustee ”, and herein in its individual capacity called “ US Bank ”), and (xv) BRSP, LLC, a Delaware limited liability company, as Noteholder.
     WHEREAS, certain of the parties hereto and certain other persons have entered into a series of transactions in connection with the sale-leaseback financing of a 530 MW gas-fired combined cycle power plant located near Bullhead City, Arizona (collectively, the “ South Point Transactions ”),

 

     WHEREAS, in connection with the South Point Transactions, certain of the parties hereto and other persons have entered into the agreements and other documents listed on Schedule A hereto (the “ South Point Transaction Documents ”);
     WHEREAS, in connection with the South Point Transactions, certain of the parties hereto entered into certain additional documents listed on Schedule B hereto (the “ South Point Collateral Enhancement Documents ”), including certain Pledge and Security Agreements (the “ Pledge Agreements ”) as described therein;
     WHEREAS, the parties hereto now desire to amend certain of the South Point Transaction Documents and South Point Collateral Enhancement Documents and to enter into certain other agreements pursuant to the terms and conditions of this Amendment;
     NOW, THEREFORE, the parties hereto hereby agree as follows:
Section 1. Definitions . Except as otherwise defined or modified in this Agreement, all capitalized terms shall have the meanings ascribed to them in Appendix A to each of the Participation Agreements (the “ Participation Agreements ”) listed on Schedule A hereto.
Section 2. South Point Transaction Document Amendments. The parties hereto agree, subject to (and effective upon) the satisfaction of the conditions precedent specified in Section 6 below, to amend certain provisions of the Operative Documents as follows:

2.01	 	Amendments to Participation Agreements .	

 	(a)	 	Each and every reference to the “Pass Through Trustee” or “Pass Through Trustees” in the following Sections to each of the Participation Agreements are hereby deleted: Sections 2.3(b), 5.8, 5.9(a) and (b), 5.11, 5.20, 5.21, 5.27, 6.7, 7.1(a)(i), 7.1(d), 7.9, 13.1 (except for clause (b)(vi) thereof) and 13.2.	
 		
 	(b)	 	Each and every reference to the “Pass Through Trustee” or “Pass Through Trustees” in the following Sections to each of the Participation Agreements are hereby deleted and replaced with “Noteholder” or “Noteholders” respectively: Sections 5.2(b) and 11.1(v).	
 		
 	(c)	 	The words “any Noteholder,” are hereby added into clauses (iii) and (iv) of Section 5.25, and to Section 13.1(b)(iv), in each case after the words “the Indenture Trustee,”.	
 		
 	(d)	 	Each and every reference to the “Pass Through Company” in Section 11.1(v) of the Participation Agreements is hereby deleted.	
 		
 	(e)	 	Each and every reference to the “Certificateholder” or “Certificateholders” in the following Sections to each of the Participation Agreements are hereby deleted: Sections 5.2(b), 5.8, 5.20(a), 6.7 and 13.1(b)(vii).	
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 	(f)	 	Section 6.4 is hereby deleted in its entirety and replaced with the following:	
 		
 	 	 	“ Transfer of the Owner Lessor’s Interest . Other than as permitted by the Operative Documents, each of the Lessor Manager and the Owner Lessor covenants that it will not assign, pledge, sell, lease, convey or otherwise transfer any of its then existing right, title or interest in and to the Owner Lessor’s Interest, the Lessor Estate or the other Operative Documents; provided , however , that if the Owner Lessor acquires the Lessor Notes outstanding immediately prior to the Settlement Agreement Effective Date pursuant to Section 4.4(e) of the Collateral Trust Indenture, it is expressly understood and agreed that nothing in this Section 6.4 shall in any way limit the right of the Owner Lessor to assign, pledge, sell, lease, convey or otherwise transfer any of its then existing right, title or interest as Noteholder in and to such Lessor Notes or any right or interest under the Collateral Trust Indenture accruing or benefiting the holder of any such Lessor Note so acquired, the right of the Members (as defined in the LLC Agreement) of the Owner Lessor to direct the Lessor Manager to do the same on behalf of the Owner Lessor, or the obligation of the Lessor Manager to act as so directed in connection therewith; provided, further , that nothing herein shall preclude the Owner Lessor from performing the transactions contemplated under Section 1.3 of the Settlement Agreement.”	
 		
 	(g)	 	Section 6.6 is hereby deleted in its entirety and replaced with the following:	
 		
 	 	 	“ Limitation on Indebtedness and Actions . Each of the Lessor Manager and the Owner Lessor covenants that it will not incur any Indebtedness nor enter into any business or activity except as required or expressly permitted by any Operative Document (it being expressly understood and agreed that nothing in this Section 6.6 shall in any way preclude or limit the Owner Lessor from (x) acquiring, selling, conveying or otherwise transferring all or any portion of its right, title or interest as Noteholder in and to any Lessor Note outstanding immediately prior to the Settlement Agreement Effective Date which is acquired pursuant to Section 4.4(e) of the Collateral Trust Indenture or any right or interest under the Collateral Trust Indenture accruing or benefiting the holder of any such Lessor Note so acquired, the Members (as defined in the LLC Agreement) of the Owner Lessor from directing the Lessor Manager to do the same on behalf of the Owner Lessor, or the obligation of the Lessor Manager to act as so directed in connection therewith), (y) issuing any Settlement Agreement Additional Lessor Notes as contemplated under Section 2.12 of the Collateral Trust Indenture, or (z) taking any actions expressly contemplated under Sections 1.3, 1.6.b, and 1.8 of the Settlement Agreement.”	
 		
 	(h)	 	Section 7.7 is hereby amended by adding the following sentence to the end of the Section:	
 		
 	 	 	“Notwithstanding the foregoing provisions of this Section 7.7, it is expressly understood and agreed that nothing in this Section 7.7 shall preclude the Owner Participant from (x) guaranteeing any obligations of any Affiliate of the Owner	
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 	 	 	Participant in connection with any financing of the acquisition by the Owner Lessor of (1) the Lessor Notes outstanding immediately prior to the Settlement Agreement Effective Date pursuant to Section 4.4(e) of the Collateral Trust Indenture and (2) the Settlement Agreement Additional Notes or in connection with any refinancing or replacement of such financing and/or (y) granting security for any financing described in (x) above so long as such security does not create an Owner Participant’s Lien (it being expressly understood and agreed that notwithstanding the foreoging, any foreclosure on or transfer or other conveyance of any Member Interest shall be subject to the requirements of Section 7 hereof and the Tax Indemnity Agreement).”	

 	(i)	 	Section 9.1(a) is hereby amended by inserting the words “, each Noteholder,” in the fifth line thereof before the words “each Certificateholder”. In addition, each and every reference to the “Additional Certificates” in Section 9 to each of the Participation Agreements are hereby deleted.	
 		
 	(j)	 	Notwithstanding any provision to the contrary contained in this Amendment or in the Operative Documents, the indemnity obligations of Facility Lessee under Section 9.1 of each of the Participation Agreement which are owed to any Certificateholder, the Pass Through Company in its individual capacity, the Pass Through Trustees, and their respective Affiliates, successors, assigns, agents, directors, officers and employees shall be limited solely to any and all Claims to the extent relating to the period prior to the PTT Indemnity Limitation Date (as defined in the next sentence), and such obligations (as amended by this paragraph (j)) shall survive after the effective date of this Amendment; provided however, that this provision shall have no effect with respect to Sections 5.25 and 13.1(b)(iv) of the Participation Agreement and Section 7.1 of the Facility Lease. The “ PTT Indemnity Limitation Date ” shall mean the earlier of (x) the date thirty (30) days after the “Special Distribution Date” (as defined in the Pass Through Trust Agreements) in respect of the proceeds of the purchase by the Owner Lessor pursuant to Section 4.4(e) of the Collateral Trust Indenture of the Lessor Notes and (y) the date that is ninety (90) days after the Settlement Agreement Effective Date.	
 		
 	(k)	 	Section 9.1(b) is hereby amended by adding the following sentence to the end thereof:	
 		
 	 	 	“Notwithstanding any provision of any Operative Document, in no event shall South Point or the Guarantor be obligated to pay or reimburse any CIT Party (as defined in the Settlement Agreement) for any amount paid or payable to any Certificateholder or any of their respective Affiliates in connection with or as an inducement to provide any direction or instruction to the Pass Through Trustee to execute and deliver this Amendment or any similar amendment to the Broad River Operative Documents.”	
 		
 	(l)	 	Section 9.2(a) is hereby amended by inserting the words “each Noteholder,” in the fourth line thereof after the words “the Indenture Trustee,”.	
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 	(m)	 	Notwithstanding any provision to the contrary contained in this Amendment or the Operative Documents, the indemnity obligations of Facility Lessee under Section 9.2 of each of the Participation Agreement which are owed to any Certificateholder, the Pass Through Company in its individual capacity, the Pass Through Trustees, and their respective Affiliates, successors, assigns, agents, directors, officers and employees shall be limited solely to any and all Taxes to the extent relating to the period prior to the PTT Indemnity Limitation Date (as defined in paragraph (j) above), and such obligations (as amended by this paragraph (l)) shall survive after the effective date of this Amendment.	
 		
 	(n)	 	Section 11.1(xii) of each Participation Agreement is hereby deleted in its entirety and is replaced by the following:	
 		
 	 	 	“(xii) the Facility Lessee shall pay to the Owner Participant a fee of $100,000 for each such financing other than the first financing; and”	
 		
 	(o)	 	The words “any Noteholder,” are hereby added into Section 13.1(b)(iv) after the words “the Indenture Trustee,”.	
 		
 	(p)	 	Section 14.4 of each Participation Agreement is hereby deleted in its entirety and replaced with the following:	
 		
 	 	 	“14.4  Amendments and Waivers . No term, covenant, agreement or condition of this Agreement may be terminated, amended or compliance therewith waived (either generally or in a particular instance, retroactively or prospectively) except by an instrument or instruments in writing executed by each party hereto; provided , however , that the consent from, or the execution of a written instrument by, the Pass Through Trustees and the Pass Through Company will not be required for any termination, amendment or waiver entered into after the effective date of the Omnibus Amendment unless any such termination, amendment or waiver is with respect any rights of the Pass Through Trustees, the Pass Through Company or any Certificateholder which expressly survive after the effective date of the Omnibus Amendment and would adversely affect any of the rights of the Pass Through Trustees, the Pass Through Company or any Certificateholder thereunder.”	
 		
 	(q)	 	Section 14.13(d) of each Participation Agreement is hereby amended as follows: the final sentence of Section 15.13(d) beginning with the phrase “In connection with any such discretionary acts . . .” is hereby deleted in its entirety.	
 		
 	(r)	 	Section 14.21 of each Participation Agreement is hereby amended by restating clause (f) thereof in its entirety to read as follows:	
“(f) as may be disclosed to any transferee or proposed transferee of the Receiving Party or to any financier or prospective financier of such transferee or proposed transferee or to any party to a CIT Financing Agreement (as defined in the Settlement Agreement); provided, however,
 5 

 

that, prior to any such disclosure, any such transferee, proposed transferee, financier or proposed financier, as the case may be, shall have agreed in writing to be bound by the terms of this Section 14.21 and shall have provided the Guarantor evidence that the Guarantor has been made an express third-party beneficiary of such agreement to be bound by the terms of this Section 14.21; or”

 	(s)	 	Section 14.23 of each Participation Agreement is hereby deleted in its entirety and replaced with the following:	
 		
 	 	 	“14.23 Amendments, Etc . No Operative Document nor any of the terms thereof (including the terms of this Section 15.23) may be terminated, amended, supplemented, waived or modified, except by an instrument in writing (a) signed in the case of a waiver, by the party against which enforcement of such waiver is sought, and no such waiver shall become effective unless signed copies thereof shall have been delivered to each such party or (b) in the case of termination, amendments, supplements or modifications, consented to by all parties hereto; provided , however , that the consent of the Facility Lessee is not required in the case of amendments to any Operative Document to which the Facility Lessee is not a party and which would not increase or accelerate the Facility Lessee’s or the Guarantor’s obligations under any of the Operative Documents nor impair the Facility Lessee’s or the Guarantor’s rights under any of the Operative Documents; provided further that the consent from, or the execution of a written instrument by, the Pass Through Trustees and the Pass Through Company will not be required for any termination, amendment or waiver entered into after the effective date of the Omnibus Amendment unless any such termination, amendment or waiver is with respect any rights of the Pass Through Trustees, the Pass Through Company or any Certificateholder which expressly survive after the effective date of the Omnibus Amendment and would adversely affect any of the rights of the Pass Through Trustees, the Pass Through Company or any Certificateholder thereunder. Notwithstanding the foregoing, Section 5.6 of the Collateral Trust Indenture shall not be amended without the Guarantor’s consent.”	
 		
 	(t)	 	A new Section 15.25 is hereby added to the Participation Agreement as follows:	
 		
 	 	 	“15.25 Settlement Agreement Implementation . The Owner Lessor, Owner Participant, Facility Lessee, Calpine and BRSP, LLC, a Delaware limited liability company, as Noteholder, acknowledge receipt of the Settlement Agreement and agree to comply with and implement the provisions thereof, including Sections 1.3(c), 1.3(d) and 1.6 thereof.”	
 		
 	(u)	 	If and to the extent (i) the “Effective Date’ under the Settlement Agreement shall have occurred, (ii) Calpine and/or its Affiliates shall have paid in full (1) all past due Basic Rent under the Broad River and South Point Facility Leases due and owing as of May 30, 2006 together with (2) interest thereon at the Overdue Rate through (and including) the date of cure, and (3) the reasonable fees and expenses of the parties to the Overall Transactions, in each case in accordance with and as	
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 	 	 	contemplated by that certain Order (I) Authorizing and Approving the Settlement Agreement between the Calpine Parties and the CIT Parties Regarding (A) Amendments to Contracts and Leases Related to Broad River and South Pont Facilities; (B) Assumption of Such Contracts and Leases, as Amended; (C) Assignment of Broad River Power Purchase Agreements; (II) Granting Shortened Notice for a Hearing on the Same; and (III) Granting Other Related Relief, dated June 27, 2006, and in the case of the preceding clause (ii)(3), the Second Amended Final Order Authorizing Use of Cash Collateral and Granting Adequate Protection [Docket No. 881], dated February 24, 2006, and (iii) the Settlement Agreement Additional Notes under the Collateral Trust Indentures for each of Broad River and South Point shall have been issued by each Owner Lessor in the Settlement Agreement Additional Lessor Notes Principal Amount under such Collateral Trust Indenture, then notwithstanding anything to the contrary contained in Section 9.1 of the Participation Agreement or in any other Operative Document neither the Owner Lessors nor the Owner Participants will assert against or seek from any Lessee any Supplemental Rent under Section 9.1 of the Participation Agreements in respect of any amounts paid by the Owner Lessor or any of its Affiliates in order to cure the May 30, 2006 payment defaults under the Lessor Notes.	

2.02	 	Amendments Appendix A to Participation Agreements . Appendix A to each of the Participation Agreements shall be amended as follows:	

 	(a)	 	The term “ Amendment Date Bankruptcy Case ” is hereby added as follows:	
 		
 	 	 	“Amendment Date Bankruptcy Case” shall mean those certain jointly administered cases under chapter 11 of title 11 of the United States Code pending on the date of the Amendment in the United States Bankruptcy Court for the Southern District of New York under the name In re Calpine Corp., et. al. , No. 05-60200 (BRL) (Jointly Administered).”	
 		
 	(b)	 	Upon Calpine Corporation’s and Facility Lessee’s emergence, as debtors and debtors in possession, from the Amendment Date Bankruptcy Case, the term “ Calpine Guaranty ” shall be replaced in its entirety by the following:	
 		
 	 	 	“Calpine Guaranty” shall mean the Amended and Restated Calpine Guaranty and Payment Agreement, among Calpine, Owner Lessor and Owner Participant, in substantially the form attached as Exhibit C-1 to the Settlement Agreement.”	
 		
 	(c)	 	The term “ Certificate Purchase Agreement ” is hereby deleted and all references to the Certificate Purchase Agreement in each and all of the Operative Documents are hereby deleted.	
 		
 	(d)	 	The terms “ Certificate Purchase Agreement ” and “ Pass Through Trust Agreement ” are hereby deleted from the definition of the term “ Operative Documents ” and all references to the Certificate Purchase Agreement and the	
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 	 	 	Pass Through Trust Agreement as an “Operative Document” in each and all of the Operative Documents are hereby deleted.	

 	(e)	 	The term “ Lessor Estate ” is hereby replaced in its entirety with the following:	
 		
 	 	 	“Lessor Estate” shall mean all the estate, right, title and interest of the Owner Lessor in, to and under the Undivided Interest, the Ground Interest and the Operative Documents (other than in (x) its right, title and interest as Noteholder in the Lessor Notes acquired pursuant to Section 4.4(e) of the Collateral Trust Indenture and (y) any right or interest under the Collateral Trust Indenture accruing or benefiting the holder of a Lessor Note so acquired), including all funds advanced to the Owner Lessor by the Owner Participant, all installments and other payments of Periodic Rent, Supplemental Rent or Termination Value under the Facility Lease, condemnation awards, purchase price, sale proceeds, insurance proceeds and all other proceeds, rights and interests of any kind for or with respect to the estate, right, title and interest of the Owner Lessor in, to and under the Undivided Interest, the Ground Interest and the Operative Documents (other than in (x) the Lessor Notes acquired pursuant to Section 4.4(e) of the Collateral Trust Indenture and (y) any right or interest under the Collateral Trust Indenture accruing or benefiting the holder of a Lessor Note so acquired) and the Ground Lease and any of the foregoing, but shall not include Excepted Payments and the proceeds of the sale of the Settlement Agreement Additional Lessor Notes.”	
 		
 	(f)	 	The term “ Lessor Note(s) ” is hereby replaced in its entirety with the following:	
 		
 	 	 	“Lessor Note(s)” shall mean, individually or collectively as the context may require, the Initial Lessor Notes, Additional Lessor Notes and Settlement Agreement Additional Lessor Notes, each issued pursuant to the Collateral Trust Indenture.”	
 		
 	(g)	 	The term “ Make-Whole Amount ” is hereby replaced in its entirety with the following:	
 		
 	 	 	“Make-Whole Amount” shall mean, with respect to any Lessor Note subject to redemption pursuant to the Lease Indenture, an amount not less than zero and is equal to the greater of (x) the lesser of 5% of the outstanding principal amount being redeemed for such Lessor Note or the Discounted Present Value calculated for such Lessor Note, and (y) the cost to unwind, terminate and settle any interest rate hedge in place with respect to the indebtedness evidenced by such Lessor Note; provided, however, that in no event shall the Make-Whole Amount with respect to any Lessor Note be greater than the Make-Whole Amount (as such term is defined in Annex A to the Participation Agreement in existence on the date that the Settlement Agreement has been executed and delivered by the parties thereto) which would otherwise be payable pursuant to a refinancing of the Lessor Notes assuming that such Make-Whole Amount was calculated on the same date and for an identical prepayment of principal as the actual refinancing of the Lessor Notes.	
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 	 	 	For purposes of this definition, the “Discounted Present Value” of any Lessor Note subject to redemption pursuant to the Lease Indenture shall be equal to the discounted present value, as of the date of redemption, of all principal and interest payments scheduled to become due in respect of such Lessor Note, after the date of such redemption calculated using a discount rate equal to the sum of (i) the yield to maturity on the U.S. Treasury security having an average life equal to the remaining average life of such Lessor Note and trading in the secondary market at the price closest to par and (ii) 50 basis points; provided, however, that if there is no U.S. Treasury security having an average life equal to the remaining average life of such Lessor Note, such discount rate shall be calculated using a yield to maturity interpolated or extrapolated on a straight-line basis (rounding to the nearest calendar month, if necessary) from the yields to maturity for two U.S. Treasury securities having average lives most closely corresponding to the remaining life of such Lessor Note and trading in the secondary market at the price closest to par.	

 	(h)	 	The term “ Omnibus Amendment ” is hereby added as follows:	
 		
 	 	 	“Omnibus Amendment” shall mean that certain Omnibus Amendment to Operative Documents and Agreement – South Point, dated as of July 13, 2006, among, inter alia , the Facility Lessee, Calpine, the Owner Lessor, the Owner Participant, the Indenture Trustee, the Lessor Manager and the Pass Through Trustee.”	
 		
 	(i)	 	The term “ Owner Participant’s Lien(s) ” is hereby amended by adding the following sentence to the end of the existing definition:	
 		
 	 	 	“Notwithstanding the foregoing or anything to the contrary contained in any Operative Document, “Owner Participant’s Lien(s)” shall not include (x) any Lien on the Member Interest or on any other assets, property or rights of the Owner Participant granted in connection with any financing of the Owner Lessor’s acquisition of any Lessor Notes pursuant to Section 4.4(e) of the Collateral Trust Indenture or any refinancing or replacement of such financing so long as the Liens so granted do not include the Lessor Estate, the Facility Site, or any part of any thereof or any interest therein, and (y) any interest of the Owner Participant in the proceeds of the sale by the Owner Lessor of the Settlement Agreement Additional Lessor Notes.”	
 		
 	(j)	 	The term “Pledge Agreement” is hereby added as follows:	
 		
 	 	 	“Pledge Agreement” shall mean that certain Pledge and Security Agreement, dated as of September 30, 2003, by and among South Point Holdings, LLC, Calpine, South Point and the Owner Lessor.”	
 		
 	(k)	 	The term “ RockGen Calpine Guaranties ” is hereby deleted from the definition of the term “ Other Calpine Guaranties ” and all references to the “Other Calpine Guaranties” in each and all of the Operative Documents will be deemed to mean	
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 	 	 	only the Other South Point Calpine Guaranties and the Broad River Calpine Guaranties.	
 		
 	(l)	 	The term “ RockGen Facility Leases ” is hereby deleted from the definition of the term “ Other Facility Leases ” and all references to the “Other Facility Leases” in each and all of the Operative Documents will be deemed to mean only the Other South Point Facility Leases and the Broad River Facility Leases.	
 		
 	(m)	 	The term “ RockGen Owner Lessors ” is hereby deleted from the definition of the term “ Other Owner Lessors ” and all references to the “Other Owner Lessors” in each and all of the Operative Documents will be deemed to mean only the Other South Point Owner Lessors and the Broad River Owner Lessors.	
 		
 	(n)	 	The term “ RockGen ” is hereby deleted and all references to RockGen in each and all of the Operative Documents are hereby deleted.	
 		
 	(o)	 	The term “ RockGen Bills of Sale ” is hereby deleted and all references to the RockGen Bills of Sale in each and all of the Operative Documents are hereby deleted.	
 		
 	(p)	 	The term “ RockGen Calpine Guaranties ” is hereby deleted and all references to the RockGen Calpine Guaranties in each and all of the Operative Documents are hereby deleted.	
 		
 	(q)	 	The term “ RockGen Collateral Trust Indentures ” is hereby deleted and all references to the RockGen Collateral Trust Indentures in each and all of the Operative Documents are hereby deleted.	
 		
 	(r)	 	The term “ RockGen Facility Leases ” is hereby deleted and all references to the RockGen Facility Leases in each and all of the Operative Documents are hereby deleted.	
 		
 	(s)	 	The term “ RockGen Facility Lessee ” is hereby deleted and all references to the RockGen Facility Lessee in each and all of the Operative Documents are hereby deleted.	
 		
 	(t)	 	The term “ RockGen Facility Site ” is hereby deleted and all references to the RockGen Facility Site in each and all of the Operative Documents are hereby deleted.	
 		
 	(u)	 	The term “ RockGen Facility Site Leases ” is hereby deleted and all references to the RockGen Facility Site Leases in each and all of the Operative Documents are hereby deleted.	
 		
 	(v)	 	The term “ RockGen Ground Interests ” is hereby deleted and all references to the RockGen Ground Interests in each and all of the Operative Documents are hereby deleted.	
 10 

 

 	(w)	 	The term “ RockGen Indenture Trustees ” is hereby deleted and all references to the RockGen Indenture Trustees in each and all of the Operative Documents are hereby deleted.	
 		
 	(x)	 	The term “ RockGen Lease Transactions ” is hereby deleted and all references to the RockGen Lease Transactions in each and all of the Operative Documents are hereby deleted.	
 		
 	(y)	 	The term “ RockGen Lessor Managers ” is hereby deleted and all references to the RockGen Lessor Managers in each and all of the Operative Documents are hereby deleted.	
 		
 	(z)	 	The term “ RockGen Owner Lessors ” is hereby deleted and all references to the RockGen Owner Lessors in each and all of the Operative Documents are hereby deleted.	
 		
 	(aa)	 	The term “ RockGen Owner Participants ” is hereby deleted and all references to the RockGen Owner Participants in each and all of the Operative Documents are hereby deleted.	
 		
 	(bb)	 	The term “ RockGen Operative Documents ” is hereby deleted and all references to the RockGen Operative Documents in each and all of the Operative Documents are hereby deleted.	
 		
 	(cc)	 	The term “ RockGen Overall Transaction ” is hereby deleted and all references to the RockGen Overall Transaction in each and all of the Operative Documents are hereby deleted.	
 		
 	(dd)	 	The term “ RockGen Participation Agreements ” is hereby deleted and all references to the RockGen Participation Agreements in each and all of the Operative Documents are hereby deleted.	
 		
 	(ee)	 	The term “ RockGen Undivided Interests ” is hereby deleted and all references to the RockGen Undivided Interests in each and all of the Operative Documents are hereby deleted.	
 		
 	(ff)	 	The term “ Settlement Agreement ” is hereby added as follows:	
 		
 	 	 	“Settlement Agreement” shall mean that certain Settlement Agreement, dated as of June 14, 2006, among, inter alia , Calpine, certain of controlled subsidiaries of Calpine (including the Facility Lessee), CIT Credit Group USA Inc., and the Owner Lessor, as amended by that certain Clarification and Amendment Letter dated as of June 26, 2006 and as may be further amended from time to time.”	
 		
 	(gg)	 	The term “ Settlement Agreement Additional Lessor Notes ” is hereby added as follows:	
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 	 	 	“Settlement Agreement Additional Lessor Notes” shall have the meaning set forth in Section 2.12(a) of the Collateral Trust Indenture.”	
 		
 	(hh)	 	The term “ Settlement Agreement Effective Date ” is hereby added as follows:	
 		
 	 	 	“Settlement Agreement Effective Date” shall mean the “Effective Date” described in Section 2.2 of the Settlement Agreement.”	

2.03	 	Amendments to Facility Leases . Each of the Facility Leases shall be amended as follows:	

 	(a)	 	Each and every reference to the “Pass Through Trustee” or “Pass Through Trustees” in the following Sections to each of the Facility Leases are hereby deleted: Sections 3.4, 5.3, 9, 10.1, 10.3 (except for the last paragraph of paragraph (e) thereof), 12, 13.1(a), 13.2(a), 14.1, 16(b), 16(d) and 16(j).	
 		
 	(b)	 	Each and every reference to the “Pass Through Trustee” or “Pass Through Trustees” in the following Sections to each of the Facility Leases are hereby deleted and replaced with “Noteholder” or “Noteholders” respectively: Sections 8.1, 10.2, 10.3(e) (only with respect to the last paragraph thereof), 13.3, 14.3, 14.4, 17.1 and 19(i).	
 		
 	(c)	 	The words “any Noteholder,” are hereby added into clauses (3) and (4) of Section 7.1 in each case after the words “the Indenture Trustee,”.	
 		
 	(d)	 	Each and every reference to the “Pass Through Company” in the following Sections to each of the Facility Leases are hereby deleted: Sections 3.4(b), 8.1, 10.2(a), 10.3, 13.3, 14.3, 14.4, 17.1, and 19(i).	
 		
 	(e)	 	Each and every reference to the “Certificateholder” or “Certificateholders” in the following Sections to each of the Facility Leases are hereby deleted: Sections 8.1, 10.2(c) and 13.4.	
 		
 	(f)	 	Section 16(g) of each Facility Lease is hereby deleted in its entirety and replaced with the following:	

 	“(g) 	 	except for the Amendment Date Bankruptcy Case (other than any conversion of the Amendment Date Bankruptcy Case into a Chapter 7 proceeding), the Facility Lessee or Calpine shall (i) commence a voluntary case or other proceeding seeking relief under Title 11 of the Bankruptcy Code or liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or apply for or consent to the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or (ii) consent to, or fail to controvert in a timely manner, any such relief or the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it, or (iii) file an answer admitting the material allegations of a	
 12 

 

 	 	 	petition filed against it in any such proceeding, or (iv) make a general assignment for the benefit of creditors;”	

 	(g)	 	Section 16(h) of each Facility Lease is hereby deleted in its entirety and replaced with the following:	

 	“(h) 	 	except for the Amendment Date Bankruptcy Case (other than any conversion of the Amendment Date Bankruptcy Case into a Chapter 7 proceeding), an involuntary case or other proceeding shall be commenced against the Facility Lessee or Calpine seeking (i) liquidation, reorganization or other relief with respect to it or its debts under Title 11 of the Bankruptcy Code or any bankruptcy, insolvency or other similar law now or hereafter in effect, or (ii) the appointment of a trustee, receiver, liquidator, custodian or other similar official with respect to it or any substantial part of its property or (iii) the winding-up or liquidation of such Person; and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days;”	

2.04	 	Amendments to Collateral Trust Indenture . Each of the Collateral Trust Indentures shall be amended as follows:	

 	(a)	 	Clause (1) of the Granting Clause is hereby deleted in its entirety and replaced with the following which shall constitute the grant of a first priority security interest in, and mortgage lien on, the property described for all purposes of this Collateral Trust Indenture:	
 		
 	 	 	“(1) the Undivided Interest, the Owner Lessor’s interest in any Components; the Owner Lessor’s interest in any Improvements; the Ground Interest; the Facility Lease and all payments of any kind by the Facility Lessee thereunder (including Rent); any rights of the Owner Lessor as assignee of the Facility Lessee under the Facility Lease; the Facility Site Lease and all payments of any kind by the Facility Lessee thereunder; the Assignment Agreement (and all rights with respect to the Ground Lease conveyed thereby); the Owner Lessor’s interest in all tangible property located on or at or attached to the Facility Site as to which an interest in such tangible property arises under applicable real estate law (“ fixtures ”); the Calpine Guaranty, the Ownership and Operation Agreement and all and any interest in any property now or hereafter granted to the Owner Lessor pursuant to any provision of the Facility Lease or the Ground Lease; the Ground Lease, the Pledge Agreement and each other Operative Document to which the Owner Lessor is a party other than the Tax Indemnity Agreement, the LLC Agreement, any Lessor Notes which the Owner Lessor may acquire pursuant to Section 4.4(e) of this Indenture and any right or interest under this Indenture accruing or benefiting the holder of a Lessor Note acquired by the Owner Lessor pursuant to Section 4.4(e) of this Indenture (the Undivided Interest, the Owner Lessor’s interest in any Components, the Owner Lessor’s interest in any fixtures, Improvements and the Ground Interest are collectively referred to as the “ Property Interest ” and the documents specifically referred to above in this paragraph (1) are	
 13 

 

 	 	 	collectively referred to as the “ Assigned Documents ”), including, without limitation, (x) all rights of the Owner Lessor to receive any payments or other amounts or, subject to Section 5.6 hereof, to exercise any election or option or to make any decision or determination or to give or receive any notice, consent, waiver or approval or to make any demand or to take any other action under or in respect of any such document, to accept surrender or redelivery of the Property Interest or any part thereof, as well as all the rights, powers and remedies on the part of the Owner Lessor, whether acting under any such document or by statute or at law or in equity or otherwise, arising out of any Lease Default or Lease Event of Default and (y) any right to restitution from the Facility Lessee, any sublessee or any other person in respect of any determination of invalidity of any such document;”	

 	(b)	 	The phrase “or any Certificateholder” in each and every instance where it appears in Section 2.10(b) is hereby deleted.	
 		
 	 	 	Section 2.10(b)(iii) is hereby deleted in its entirety.	
 		
 	(c)	 	Section 2.10(f) is hereby amended as follows: the final clause of first sentence of the first paragraph of Section 2.10(f) which reads “; provided, that no notice shall be required so long as the Pass Through Trustee and the Indenture Trustee are the same entity” is hereby deleted.	
 		
 	(d)	 	Section 2.12(a) is hereby amended by adding the following sentences to the end of such Section:	
 		
 	 	 	“Notwithstanding anything to the contrary contained herein or in any other Operative Document, the Owner Lessor shall issue Additional Lessor Notes on the Settlement Agreement Effective Date in an aggregate principal amount equal to, for each series of Initial Lessor Notes, the excess of (1) the aggregate principal amount of the Initial Lessor Notes of such series prepaid and repaid during the period between May 10, 2006, through (and including) the Settlement Agreement Effective Date over (2) the aggregate principal amount of the Initial Lessor Notes of such series which would have been repaid during such period if payments received by the Indenture Trustee hereunder had been applied in accordance with Section 3.1(b) hereof (such Additional Lessor Notes hereinafter “Settlement Agreement Additional Lessor Notes” and the aggregate principal amount of such Settlement Agreement Additional Lessor Notes hereinafter the “Settlement Agreement Additional Lessor Notes Principal Amount”). If at the time the Indenture Trustee returns the Lessor Notes purchased by the Owner Lessor pursuant to Section 4.4(e) of the Indenture to the registered owner thereof following registration of such Lessor Notes in the Registrar it is determined that the sum of (a) the principal amount of such Lessor Notes of any series plus (b) the principal amount of Settlement Agreement Additional Notes of such series issued on the Settlement Agreement Effective Date exceeds or is less than $57,800,000 (in the case of series A) or $48,500,000 (in the case of series B), as applicable, a	
 14 

 

 	 	 	principal amount of Lessor Notes of such series shall be deemed retired in the amount of such excess or a principal amount of Settlement Agreement Additional Notes shall be issued in the amount of such deficiency, as the case may be, with retroactive effect to the Settlement Agreement Effective Date and accrued interest shall be appropriately adjusted to give effect to the foregoing. Any additional Settlement Agreement Additional Notes issued as a consequence of the preceding sentence shall be authenticated by the Indenture Trustee. The Settlement Agreement Additional Lessor Notes shall be issued and sold to BRSP, LLC (the “Settlement Agreement Additional Note Purchaser”) and shall be in the form attached as Schedule C of the Omnibus Amendment with the principal amounts and other information inserted therein to be approved by Owner Lessor and Broad River. Notwithstanding any provision of any Operative Document (including Sections 2.12(b), 2.12(c), and 2.12(d) of this Indenture), upon the delivery by the Owner Lessor to the Indenture Trustee of a written order on the Settlement Agreement Effective Date or any time thereafter, the Indenture Trustee shall execute and authenticate the Settlement Agreement Additional Lessor Notes, and upon payment to the Owner Lessor of the Settlement Agreement Additional Lessor Notes Principal Amount, the Indenture Trustee shall deliver such Settlement Agreement Additional Lessor Notes to the Settlement Agreement Additional Note Purchaser. For all purposes of the Operative Documents, the Settlement Agreement Additional Notes shall be deemed Additional Lessor Notes.”	

 	(e)	 	The phrase “or the Pass Through Trust Agreements” in each and every instance where it appears in Section 8.2 is hereby deleted.	
 		
 	(f)	 	The phrase “rules or regulations of any exchange or quotation system on which the Certificates are listed” in clause (h) of Section 8.2 is hereby deleted.	

2.05	 	Amendments to Calpine Guaranty . Each of the Calpine Guaranties shall be amended as follows:	

 	(a)	 	The term “Certificateholders” in Section 2.1(a)(5)(B) is hereby deleted and replaced with the term “Noteholders”.	
 		
 	(b)	 	Section 3.2 is hereby amended as follows:	
(i) the term “so long as the Certificates remain outstanding” in the second sentence of Section 3.2(a) is hereby replaced with the phrase “so long as the Lien of the Collateral Trust Indenture remains outstanding”;
(ii) the phrase “and the Pass Through Trustee” in each and every instance where it appears in Section 3.2(a) is hereby deleted;
(iii) Section 3.2(c) is hereby amended as follows: the beginning clause of the second sentence of Section 3.2(c) which provides:
 15 

 

“Notwithstanding the foregoing provision in this clause (c), the Guarantor shall, within 120 days after the close of each fiscal year of the Guarantor in which Certificates are outstanding hereunder, file with the Owner Participant, and if the Certificates are outstanding during any part of such fiscal year, the Indenture Trustee and the Pass Through Trustee,”
is hereby replaced with the following:
“Notwithstanding the foregoing provision in this clause (c), the Guarantor shall, within 120 days after the close of each fiscal year of the Guarantor in which the Lessor Notes are outstanding hereunder, file with the Owner Participant, and if the Lessor Notes are outstanding during any part of such fiscal year, the Indenture Trustee,”
(iv) the phrase “and the Pass Through Trustee” and “or the Pass Through Trustee” in each and every instance where it appears in Section 3.2(d) are hereby deleted; and
(v) the last paragraph of Section 3.2 beginning with the phrase “So long as the Indenture Trustee . . .” is hereby deleted in its entirety.

 	(c)	 	Each and every reference to the “Pass Through Trustee” or “Pass Through Trustees” in Sections 3.3, 3.6, 7.1(d) and 8.4(b)(vii) are hereby deleted.	
 		
 	(d)	 	The phrase “or any Certificateholder” in Section 3.3(iv) is hereby deleted.	
 		
 	(e)	 	Each and every reference to the “Pass Through Trustee” or “Pass Through Trustees” in Sections 3.3, 3.6(ii) and (iii), 7.1 and 8.4 are hereby deleted.	
 		
 	(f)	 	Notwithstanding any provision to the contrary contained in this Amendment or in Section 4 of each Calpine Guaranty, the Pass Through Trustees and the Pass Through Company shall be a Beneficiary under each Calpine Guaranty solely to the extent that Obligations (as defined in each Calpine Guaranty) owed to such Persons relate to or are due and payable in respect of the period prior to the PTT Indemnity Limitation Date (as defined in Section 2.01(j) above).	
 		
 	(g)	 	The phrase “the Certificates (if then outstanding) and” in Section 8.4(b)(v) is hereby deleted.	

2.06	 	Amendments to OP Parent Guaranties . Each and every reference to the “Pass Through Trustee” or “Pass Through Trustees” in Section 4 to each of the OP Parent Guaranties are hereby deleted. In addition, and notwithstanding anything to the contrary contained in this Amendment or in any OP Parent Guaranty, the Pass Through Trustees shall be a Beneficiaries under each OP Parent Guaranty solely to the extent that any OP Guarantor Obligations (as defined in each OP Parent Guaranty) owed to such Pass Through Trustees relate to or are due and payable in respect of the period prior to the PTT Indemnity Limitation Date (as defined in Section 2.01(j) above).	
 16 

 

2.07	 	Amendments to LLC Agreement .	

 	(a)	 	Section 2.5 is hereby deleted in its entirety and replaced with the following:	
 		
 	 	 	“Subject to Section 9.1 hereof, the purposes of the LLC are to receive the Equity Investment from the Owner Participant, to issue the Lessor Notes pursuant to the Collateral Trust Indenture, which Lessor Notes shall be secured by the Indenture Estate, to use all such funds on the Closing Date to acquire and accept an assignment and transfer of the Undivided Interest and the Ground Interest, to lease the Undivided Interest and the Ground Interest to the Facility Lessee pursuant to the Facility Lease and the Facility Site Lease, respectively, to purchase or otherwise acquire any of the Lessor Notes pursuant to Section 4.4(e) of the Collateral Trust Indenture, to assign or transfer all or any portion of or interest in such Lessor Notes to any Person, to issue the Settlement Agreement Additional Lessor Notes, to take such other actions as may be expressly contemplated under the Operative Documents and, to the extent not prohibited by the Operative Documents, the Settlement Agreement, and/or to take such other actions as may be necessary or appropriate for (or incidental to) any of the foregoing purposes (including, without limitation, entering into any sale and purchase agreement with any Person with respect to all or any portion of or interest in the Lessor Notes acquired pursuant to Section 4.4(e) of the Collateral Trust Indenture and the Settlement Agreement Additional Lessor Notes), and to otherwise protect and preserve the LLC Assets in accordance with the terms hereof.”	
 		
 	(b)	 	The second sentence of Section 4.3 is hereby deleted in its entirety and replaced with the following:	
 		
 	 	 	“Notwithstanding any provision to the contrary contained in this Agreement, the LLC shall not be required to make a distribution to any Member on account of its interest in the LLC if such distribution would violate Section 18-607 of the LLC Act or any other applicable law or any Operative Document; provided, however, that neither this Section 4.3 nor any other provision of this Agreement or of any Operative Document shall in any way limit the LLC’s obligation to distribute to the Members the proceeds from the sale of the Settlement Agreement Additional Lessor Notes.”	
 		
 	(c)	 	The second sentence of Section 8.3 is hereby deleted in its entirety and replaced with the following:	
 		
 	 	 	“Notwithstanding anything to the contrary herein contained, however, it is understood and agreed that (x) all net proceeds received by the Lessor Manager (on behalf of the LLC) from the sale of the Settlement Agreement Additional Lessor Notes shall be distributed immediately upon receipt to the Members in proportion to their Percentage Interests, and (y) the Lessor Manager shall not be obligated to make any distribution until the funds for such distribution have been received by the Lessor Manager in cash or other immediately available funds.”	
 17 

 

 	(d)	 	Sections 9.1(c) and 9.1(d) of the LLC Agreement are each hereby amended by adding the following sentence at the end of each such Section:	
 		
 	 	 	“Notwithstanding the foregoing or anything to the contrary contained in this Agreement, nothing in this Agreement shall prevent or preclude the Owner Lessor from taking any of the following actions (each of which shall be expressly permitted hereunder): (x) selling any Lessor Notes acquired pursuant to 4.4(e) of any Collateral Trust Indenture to any Affiliate or issuing any Settlement Agreement Lessor Notes to any Affiliate, (y) consummating the transactions contemplated in Section 1.3 of the Settlement Agreement or (z) directing or instructing the Indenture Trustee to deposit any amounts representing the Equity Portion of Periodic Rent and/or the Equity Portion of Termination Value directly to any bank account maintained by (and in the name of) any of its Affiliates.	
 		
 	Section 3. Settlement Agreement Additional Lessor Notes . The parties acknowledge and agree to the issuance of the Settlement Agreement Additional Lessor Notes, as provided for in Section 2.12(a) of the Collateral Trust Indenture (as amended by this Amendment), which Settlement Agreement Additional Lessor Notes shall be issued substantially in the form attached hereto as Schedule C. The parties additionally acknowledge and agree that, notwithstanding anything to the contrary contained in any Operative Documents or in any other agreement or undertaking relating to the Overall Transactions, nothing shall limit or preclude (i) the Owner Lessors from distributing the proceeds received from the sale of the Settlement Agreement Additional Lessor Notes to its Member and (ii) the Owner Participant from distributing any such proceeds to its Member or to any other Affiliate of the Owner Lessor.	
 		
 	Section 4. Amendments, Modifications and Waivers of Operative Documents Pursuant to Settlement Agreement. Each party hereto hereby ratifies and consents to the amendments, modifications and waivers made to the Operative Documents pursuant to the Settlement Agreement.	
 		
 	Section 5. Continuing Obligations, Preservation of Rights . The parties acknowledge and agree that all rights and obligations of the Pass Through Trustees, the Pass Through Company and any Certificateholder under the Operative Documents for any period prior to the effective date of this Amendment (or, in the case of any rights under the Operative Documents referred to in Section 2.01(j), 2.01(l) and 2.05(f) above, for any period prior to the PTT Indemnity Limitation Date referred to in Section 2.01(j) above) shall survive and shall be subject to the terms and conditions set forth in such Operative Document as in effect immediately prior to the effectiveness of this Amendment.	
 		
 	Section 6. Certain Clarifications . Each of the parties to each of the Operative Documents hereby agree and confirm their mutual understanding regarding the intent and interpretation of the following clauses of the South Point Transaction Documents and the South Point Collateral Enhancement Documents (without in any manner, except as expressly and specifically set forth below, otherwise limiting the applicability of any such clause, the interpretation thereof or the intent set forth therein):	
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6.01	 	Intercompany Loans/Advances . Section 5.15 of each Participation Agreement applies to and prohibits any and all extensions of credit, loans, advances or other transfers of funds of any nature (including any thereof to or for the benefit of the Facility Lessee), it being expressly acknowledged and agreed that, so long as a Lease Event of Default shall not have occurred and be continuing, Section 5.15 does not apply to or limit any dividend or other distribution payable solely on, and in respect of, the membership interests of the Facility Lessee in the nature of a return on or of such membership interests.	
 		
6.02	 	Security Interest . Section 2(a) of each of the Pledge Agreements is hereby amended by adding a new sentence to the end of such Section as follows:	
 		
 	 	“Notwithstanding anything to the contrary provided herein, except during such time as a Lease Event of Default shall have occurred and be continuing, Pledgor shall have all rights to retain and use free of the security interest created hereunder any and all dividends or other distributions payable on, and in respect of, the membership interests of the Facility Lessee in the nature of a return on or of such membership interests (collectively, a “ Dividend ”) to the extent any such Dividend is paid or distributed in accordance with the Operative Documents.”	
Section 7. Effectiveness . All amendments and other agreements set forth in Sections 2, 3, 4 and 5 of this Amendment shall become effective on the first day (the “ Effective Date ”) that all parties hereto shall have executed this Amendment and all conditions precedent as set forth in Section 2.1 of that certain Settlement Agreement, dated as of June 14, 2006 (the “ Settlement Agreement ”), among, inter alia , Calpine, certain of controlled subsidiaries of Calpine (including South Point), CIT Credit Group USA Inc., and the South Point Owner Lessors, shall have been satisfied or waived in writing, in whole or in part, by each of the parties thereto.
Section 8. Amendments; Extensions . Except as expressly provided herein, the terms of this Amendment may be modified, amended or waived only by an instrument in writing executed by each of the parties hereto.
Section 9. Continuing Effect . Except as expressly provided, amended or modified herein or in any of the transactions contemplated hereby, the South Point Transaction Documents and the South Point Collateral Enhancement Documents shall remain unchanged and in full force and effect, and all rights, powers and remedies of the parties are hereby expressly reserved.
Section 10. Representations and Warranties . Each Person executing this Amendment represents, warrants and covenants that he/she has the full right and authority to enter into this Amendment on behalf of the party hereto on whose behalf such execution is made, and has the full right and authority to fully bind said party to the terms and obligations of this Amendment.
Section 11. Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument,
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and any of the parties hereto may execute this Amendment by signing any such counterpart.
Section 12. Benefit of Agreement. This Amendment is solely for the benefit of the signatories hereto (and their respective successors and assigns), and no other Person (including without limitation any other creditor of or claimant against the Facility Lessee, the Pledgor or Calpine or any member or shareholder of the Facility Lessee, the Pledgor or Calpine) shall have any rights under, or because of the existence of, this Amendment.
Section 13. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 14. Waiver of Jury Trial . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY .
Section 15. Further Assurances. Each of the parties hereto shall execute all additional documents and do all acts not specifically referred to herein which are reasonably necessary to effectuate the intent of this Amendment.
Section 16. Binding Effect. This Amendment shall be binding upon and shall inure to the benefit of the parties signatory hereto and their respective legal representatives, heirs, successors and assigns, including, but not limited to, any successor Noteholder or any chapter 7 or chapter 11 trustee appointed by the Bankruptcy Court.
[SIGNATURE PAGES FOLLOW]
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          IN WITNESS WHEREOF, the parties hereto, by their officers duly authorized, have caused this Amendment to be duly executed and delivered as of the date first above written.
 	 	 	 	 	 	 	
 	 	SOUTH POINT ENERGY CENTER, LLC ,
as Facility Lessee	 	 	
 	 	 	 	 	 	 	
 	 	by:	 	    /s/ Zamir Rauf
 
Name: Zamir Rauf	 	 	
 	 	 	 	Title: Authorized Agent	 	 	

 

 	 	 	 	 	 	 	
 	 	CALPINE CORPORATION	 	 	
 	 	 	 	 	 	 	
 	 	by:	 	    /s/ Zamir Rauf
 
Name: Zamir Rauf	 	 	
 	 	 	 	Title: Senior VP	 	 	

 

 	 	 	 	 	 	 	
 	 	SOUTH POINT HOLDINGS, LLC ,
as Pledgor under each of the Pledge Agreements	 	 	
 	 	 	 	 	 	 	
 	 	by:	 	    /s/ Zamir Rauf
 
Name: Zamir Rauf	 	 	
 	 	 	 	Title: Authorized Agent	 	 	

 

 	 	 	 	 	 	 	
 	 	SOUTH POINT OL-1, LLC ,	 	 	
 	 	as Owner Lessor	 	 	
 	 	 	 	 	 	 	
 	 	By: WELLS FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION
not in its individual capacity but solely as
Lessor Manager	 	 	
 	 	 	 	 	 	 	
 	 	by:	 	    /s/ Robert L. Reynolds
 
Name: Robert L. Reynolds	 	 	
 	 	 	 	Title: Vice President	 	 	

 

 	 	 	 	 	 	 	
 	 	SOUTH POINT OL-2, LLC ,	 	 	
 	 	as Owner Lessor	 	 	
 	 	 	 	 	 	 	
 	 	By: WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION
not in its individual capacity but solely as
Lessor Manager	 	 	
 	 	 	 	 	 	 	
 	 	by:	 	    /s/ Robert L. Reynolds
 
Name: Robert L. Reynolds	 	 	
 	 	 	 	Title: Vice President	 	 	

 

 	 	 	 	 	 	 	
 	 	SOUTH POINT OL-3, LLC ,	 	 	
 	 	as Owner Lessor	 	 	
 	 	 	 	 	 	 	
 	 	By: WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION
not in its individual capacity but solely as
Lessor Manager	 	 	
 	 	 	 	 	 	 	
 	 	by:	 	    /s/ Robert L. Reynolds
 
Name: Robert L. Reynolds	 	 	
 	 	 	 	Title: Vice President	 	 	

 

 	 	 	 	 	 	 	
 	 	SOUTH POINT OL-4, LLC ,	 	 	
 	 	as Owner Lessor	 	 	
 	 	 	 	 	 	 	
 	 	By: WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION
not in its individual capacity but solely as
Lessor Manager	 	 	
 	 	 	 	 	 	 	
 	 	by:	 	    /s/ Robert L. Reynolds
 
Name: Robert L. Reynolds	 	 	
 	 	 	 	Title: Vice President	 	 	

 

 	 	 	 	 	 	 	
 	 	SBR OP-1 LLC ,	 	 	
 	 	as Owner Participant	 	 	
 	 	 	 	 	 	 	
 	 	by:	 	    /s/ Robert L. Reynolds
 
Name: Robert L. Reynolds
Title: Vice President	 	 	

 

 	 	 	 	 	 	 	
 	 	SBR OP-2 LLC ,	 	 	
 	 	as Owner Participant	 	 	
 	 	 	 	 	 	 	
 	 	by:	 	    /s/ Robert L. Reynolds
 
Name: Robert L. Reynolds
Title: Vice President	 	 	

 

 	 	 	 	 	 	 	
 	 	SBR OP-3 LLC ,	 	 	
 	 	as Owner Participant	 	 	
 	 	 	 	 	 	 	
 	 	by:	 	    /s/ Robert L. Reynolds
 
Name: Robert L. Reynolds	 	 	
 	 	 	 	Title: Vice President	 	 	

 

 	 	 	 	 	 	 	
 	 	SBR OP-4 LLC ,	 	 	
 	 	as Owner Participant	 	 	
 	 	 	 	 	 	 	
 	 	by:	 	    /s/ Robert L. Reynolds
 
Name: Robert L. Reynolds	 	 	
 	 	 	 	Title: Vice President	 	 	

 

 	 	 	 	 	 	 	
 	 	U.S. BANK NATIONAL ASSOCIATION,	 	 	
 	 	as Indenture Trustee	 	 	
 	 	 	 	 	 	 	
 	 	by:	 	    /s/ Pamela J. Wieder
 
Name: Pamela J. Wieder	 	 	
 	 	 	 	Title: V.P.	 	 	

 

 	 	 	 	 	 	 	
 	 	U.S. BANK NATIONAL ASSOCIATION ,	 	 	
 	 	as Pass Through Trustee under each of the Pass Through Trust Agreements	 	 	
 	 	 	 	 	 	 	
 	 	by:	 	    /s/ Pamela J. Wieder
 
Name: Pamela J. Wieder	 	 	
 	 	 	 	Title: V.P.	 	 	

 

 	 	 	 	 	 	 	
 	 	WELLS FARGO BANK NORTHWEST,
  NATIONAL ASSOCIATION,	 	 	
 	 	as Lessor Manager	 	 	
 	 	 	 	 	 	 	
 	 	by:	 	    /s/ Robert L. Reynolds
 
Name: Robert L. Reynolds	 	 	
 	 	 	 	Title: Vice President	 	 	

 

 	 	 	 	 	 	 	
 	 	BRSP, LLC ,	 	 	
 	 	as Noteholder	 	 	
 	 	 	 	 	 	 	
 	 	by:	 	    /s/ Harold J. Schroeder
 
Name: Harold J. Schroeder	 	 	
 	 	 	 	Title: Senior Vice President	 	 	

 

Schedule A
South Point Transaction Documents

 	1.	 	Participation Agreement (SP-1)	
 		
 	2.	 	Participation Agreement (SP-2)	
 		
 	3.	 	Participation Agreement (SP-3)	
 		
 	4.	 	Participation Agreement (SP-4)	
 		
 	5.	 	Assignment Agreement (SP-1)	
 		
 	6.	 	Assignment Agreement (SP-2)	
 		
 	7.	 	Assignment Agreement (SP-3)	
 		
 	8.	 	Assignment Agreement (SP-4)	
 		
 	9.	 	Facility Lease (SP-1)	
 		
 	10.	 	Facility Lease (SP-2)	
 		
 	11.	 	Facility Lease (SP-3)	
 		
 	12.	 	Facility Lease (SP-4)	
 		
 	13.	 	Facility Site Lease (SP-1)	
 		
 	14.	 	Facility Site Lease (SP-2)	
 		
 	15.	 	Facility Site Lease (SP-3)	
 		
 	16.	 	Facility Site Lease (SP-4)	
 		
 	17.	 	Pass Through Trust Agreement A	
 		
 	18.	 	Pass Through Trust Agreement B	
 		
 	19.	 	Tax Indemnity Agreement (SP-1)	
 		
 	20.	 	Tax Indemnity Agreement (SP-2)	
 		
 	21.	 	Tax Indemnity Agreement (SP-3)	
 		
 	22.	 	Tax Indemnity Agreement (SP-4)	
 		
 	23.	 	Certificate Purchase Agreement	
 		
 	24.	 	Ownership and Operation Agreement	
 		
 	25.	 	Collateral Trust Indenture (SP-1)	
 		
 	26.	 	Collateral Trust Indenture (SP-2)	
 		
 	27.	 	Collateral Trust Indenture (SP-3)	
 		
 	28.	 	Collateral Trust Indenture (SP-4)	
 		
 	29.	 	Lessor Notes	
 		
 	30.	 	Certificates	
 		
 	31.	 	Calpine Guaranty (SP-1)	
 		
 	32.	 	Calpine Guaranty (SP-2)	
 		
 	33.	 	Calpine Guaranty (SP-3)	
 		
 	34.	 	Calpine Guaranty (SP-4)	
 		
 	35.	 	OP Parent Guaranty (SP-1)	
 		
 	36.	 	OP Parent Guaranty (SP-2)	
 		
 	37.	 	OP Parent Guaranty (SP-3)	
 		
 	38.	 	OP Parent Guaranty (SP-4)	

 

Schedule B
South Point Collateral Enhancement Documents

 	1.	 	Letter Agreement regarding consent and waiver, dated September 30, 2003, among Calpine, South Point, Broad River, RockGen, U.S. Bank National Association, and each of the Broad River, South Point and RockGen Owner Participants and each of the Broad River, South Point and RockGen Owner Lessors	
 		
 	2.	 	Letter Agreement, dated as of September 30, 2003, regarding certain waivers by each Facility Lessee of rights under 7.1 of the Participation Agreements, among Calpine, South Point, Broad River, RockGen, and each of the Broad River, South Point and RockGen Owner Participants and each of the Broad River, South Point and RockGen Owner Lessors	
 		
 	3.	 	Agreement, dated as of September 30, 2003, among Calpine, South Point, Broad River, RockGen, and Newcourt Capital USA Inc.	
 		
 	4.	 	Pledge and Security Agreement (SP-1), dated September 30, 2003, among South Point Holdings, LLC, Calpine, South Point and South Point OL-1, LLC	
 		
 	5.	 	Pledge and Security Agreement (SP-2), dated September 30, 2003, among South Point Holdings, LLC, Calpine, South Point and South Point OL-2, LLC	
 		
 	6.	 	Pledge and Security Agreement (SP-3), dated September 30, 2003, among South Point Holdings, LLC, Calpine, South Point and South Point OL-3, LLC	
 		
 	7.	 	Pledge and Security Agreement (SP-4), dated September 30, 2003, among South Point Holdings, LLC, Calpine, South Point and South Point OL-4, LLC	
 		
 	8.	 	Supplemental Indenture (SP-1), dated September 30, 2003, South Point OL-1, LLC and U.S. Bank National Association	
 		
 	9.	 	Supplemental Indenture (SP-2), dated September 30, 2003, South Point OL-2, LLC and U.S. Bank National Association	
 		
 	10.	 	Supplemental Indenture (SP-3), dated September 30, 2003, South Point OL-3, LLC and U.S. Bank National Association	
 		
 	11.	 	Supplemental Indenture (SP-4), dated September 30, 2003, South Point OL-4, LLC and U.S. Bank National Association	
 B-1-1 

 

Schedule C
FORM OF SOUTH POINT SETTLEMENT AGREEMENT ADDITIONAL
LESSOR NOTES SERIES [A][B]
SOUTH POINT OL-[_], LLC
NONRECOURSE PROMISSORY NOTE ( SOUTH POINT -SETTLEMENT
AGREEMENT ADDITIONAL LESSOR NOTES) DUE IN
A SERIES OF INSTALLMENTS OF PRINCIPAL
WITH FINAL PAYMENT DATE
OF MAY 30, [2012] [2019]
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED,
SOLD OR OFFERED FOR SALE IN VIOLATION OF SUCH ACT
Issued at: New York, New York
Issue Date: July __, 2006
$[_____]
      SOUTH POINT OL-[_], LLC, a Delaware limited liability company (herein called the “ Owner Lessor ”, which term includes any successor person under the Collateral Trust Indenture hereinafter referred to), hereby promises to pay to BRSP, LLC, or its registered assigns, the principal sum of $[___], which is due and payable in a series of installments of principal with a final payment date of May 30, [2012][2019] together with interest at the rate of [8.40 for Series A][9.825 for Series B]% per annum on the principal remaining unpaid from time to time from and including the date subsequent to the Issue Date until paid in full. Interest on the outstanding principal amount under this Note shall be due and payable in arrears semiannually at the rate specified above, commencing on November 30, 2006, and on each May 30 and November 30 thereafter until the principal of this Note is paid in full or made available for payment. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.
     The principal of this Note shall be due and payable in installments on each of the dates set forth on Schedule I hereto. The installment of principal payable on any
 B-1-2 

 

such date shall be in an aggregate amount equal to the product of the Principal Portion set forth on Schedule I multiplied by the percentage set forth on Schedule I under the column headed “Percentage of Principal Amount Payable” for such date unless the Principal Portion has been prepaid; provided , that the final installment of principal shall be equal to the then unpaid principal balance of this Note.
     Capitalized terms used in this Note that are not otherwise defined herein shall have the meanings ascribed thereto in the Indenture of Trust, Mortgage and Security Agreement dated as of October 18, 2001 (the “ Collateral Trust Indenture ”), between the Owner Lessor and U.S. Bank, National Association as successor in interest to State Street Bank and Trust Company of Connecticut, National Association, as trustee (the “ Indenture Trustee ”).
     Interest (computed on the basis of a 360-day year of twelve 30-day months) on any overdue principal and premium, if any, and (to the extent permitted by Applicable Law) any overdue interest shall be paid, on demand, from the due date thereof at the Overdue Rate for the period during which any such principal, premium or interest shall be overdue.
     In the event any date on which a payment is due under this Note is not a Business Day, then payment thereof shall be made on the next succeeding Business Day with the same force and effect as if made on the date on which such payment was due.
     Except as otherwise specifically provided in the Collateral Trust Indenture and in the Participation Agreement, all payments of principal, premium, if any, and interest on this Note, and all payments of any other amounts due hereunder or under the Collateral Trust Indenture shall be made only from the Indenture Estate, and the Indenture Trustee shall have no obligation for the payment thereof except to the extent that the Indenture Trustee shall have sufficient income or proceeds from the Indenture Estate to make such payments in accordance with the terms of Section 3 of the Collateral Trust Indenture. The holder hereof, by its acceptance of this Note, agrees that it will look solely to the income and proceeds from the Indenture Estate to the extent available for distribution to the holder hereof, as herein provided, and that, none of the Owner Participant, the Owner Lessor or the Indenture Trustee is or shall be personally liable to the holder hereof for any amounts payable under this Note or under the Collateral Trust Indenture, or, except as expressly provided in the Collateral Trust Indenture or, in the case of the Owner Participant and the Owner Lessor, the Participation Agreement for any performance to be rendered under the Collateral
 B-1-3 

 

Trust Indenture or any Assigned Document or for any liability under the Collateral Trust Indenture or any Assigned Document.
     The principal of and premium, if any, and interest on this Note shall be paid by the Indenture Trustee, without any presentment or surrender of this Note, except that, in the case of the final payment in respect of this Note, this Note shall be surrendered to the Indenture Trustee, by mailing a check for the amount then due and payable, in New York Clearing House funds, to the Noteholder, at the last address of the Noteholder appearing on the Note Register, or by whichever of the following methods specified by notice from the Noteholder to the Indenture Trustee: (a) by crediting the amount to be distributed to the Noteholder to an account maintained by the Noteholder with the Indenture Trustee, (b) by making such payment to the Noteholder in immediately available funds at the Indenture Trustee Office, or (c) by transferring such amount in immediately available funds for the account of the Noteholder to the banking institution having bank wire transfer facilities as shall be specified by the Noteholder, such transfer to be subject to telephonic confirmation of payment. All payments due with respect to this Note shall be made (i) as soon as practicable prior to the close of business on the date the amounts to be distributed by the Indenture Trustee are actually received by the Indenture Trustee if such amounts are received by 12:00 noon, New York City time, on a Business Day or (ii) on the next succeeding Business Day if received after such time or if received on any day other than a Business Day. Prior to due presentment for registration of transfer of this Note, the Owner Lessor and the Indenture Trustee may deem and treat the Person in whose name this Note is registered on the Note Register as the absolute owner and holder of this Note for the purpose of receiving payment of all amounts payable with respect to this Note and for all other purposes, and neither the Owner Lessor nor the Indenture Trustee shall be affected by any notice to the contrary. All payments made on this Note in accordance with the provisions of this paragraph shall be valid and effective to satisfy and discharge the liability on this Note to the extent of the sums so paid and neither the Indenture Trustee nor the Owner Lessor shall have any liability in respect of such payment.
     The holder hereof, by its acceptance of this Note, agrees that each payment received by it hereunder shall be applied in the manner set forth in Section 2.7 of the Collateral Trust Indenture, which provides that each payment on the Note shall be applied as follows: first , to the payment of accrued interest (including interest on overdue principal and the Make Whole Amount, if any, and, to the extent permitted by Applicable Law, overdue interest) on this Note to the date of such payment; second , to the payment of the principal amount of, and the Make Whole Amount, if any, on this Note then due (including any overdue installments of principal)
 B-1-4 

 

thereunder; and third , to the extent permitted by Section 2.10 of the Collateral Trust Indenture, the balance, if any, remaining thereafter, to the payment of the principal amount of, and the Make Whole Amount, if any, on this Note.
     This Note is the Note referred to in the Collateral Trust Indenture as the “Settlement Agreement Additional Lessor Note”. The Collateral Trust Indenture permits the issuance of additional notes (“ Additional Lessor Notes ”), as provided in Section 2.12 of the Collateral Trust Indenture, and the several Notes may be for varying principal amounts and may have different maturity dates (not later than the final maturity date of the applicable series of the Initial Lessor Notes), interest rates, redemption provisions and other terms. The properties of the Owner Lessor included in the Indenture Estate are pledged or mortgaged to the Indenture Trustee to the extent provided in the Collateral Trust Indenture as security for the payment of the principal of and premium, if any, and interest on this Note and all other Notes issued and outstanding from time to time under the Collateral Trust Indenture.
     Reference is hereby made to the Collateral Trust Indenture for a statement of the rights of the holder of, and the nature and extent of the security for, this Note and of the rights of, and the nature and extent of the security for, the holders of the other Notes and of certain rights of the Owner Lessor and the Owner Participant, as well as for a statement of the terms and conditions of the trust created by the Collateral Trust Indenture, to all of which terms and conditions the holder hereof agrees by its acceptance of this Note.
     This Note is subject to redemption, in whole but not in part as provided in the Collateral Trust Indenture, as follows: (x) in the case of redemptions under the circumstances set forth in Section 2.10(a) of the Collateral Trust Indenture, at a price equal to the principal amount of this Note being redeemed together with accrued interest on such principal amount to the Redemption Date, and (y) in the case of redemptions under the circumstances set forth in Sections 2.10(d) of the Collateral Trust Indenture, at a price equal to the principal amount of this Note then outstanding together with accrued interest on such principal amount to the Redemption Date, plus the Make-Whole Amount, if any; provided , however , that no such redemption shall be made until notice thereof is given by the Indenture Trustee to the holder hereof as provided in the Collateral Trust Indenture.
     In case either (i) a Regulatory Event of Loss under the Facility Lease shall occur or (ii) the Facility Lease shall have been terminated pursuant to Section 13.1 or 13.2 thereof where the Facility Lessee purchases the Undivided Interest from the
 B-1-5 

 

Owner Lessor, the obligations of the Owner Lessor under this Note may, subject to the conditions set forth in Section 2.10(b) of the Collateral Trust Indenture, be assumed in whole (but not in part) by the Facility Lessee in which case the Owner Lessor shall be released and discharged from all such obligations. In connection with such an assumption, the holder of this Note may be required to exchange this Note for a new Note evidencing such assumption.
     In case a Collateral Trust Indenture Event of Default shall occur and be continuing, the unpaid balance of the principal of this Note together with all accrued but unpaid interest thereon may, subject to certain rights of the Owner Lessor and the Owner Participant contained or referred to in the Collateral Trust Indenture, be declared or may become due and payable in the manner and with the effect provided in the Collateral Trust Indenture.
     There shall be maintained at the Indenture Trustee Office a register for the purpose of registering transfers and exchanges of Notes in the manner provided in the Collateral Trust Indenture. The transfer of this Note is registrable, as provided in the Collateral Trust Indenture, upon surrender of this Note for registration of transfer duly accompanied by a written instrument of transfer duly executed by or on behalf of the registered holder hereof, together with the amount of any applicable transfer taxes.
     It is expressly understood and agreed by the holder of this Note that (a) this Note is executed and delivered by Wells Fargo Bank Northwest, National Association, not individually or personally but solely as the lessor manager (the “Lessor Manager”), of the Owner Lessor, in the exercise of the powers and authority conferred and vested in it pursuant thereto, (b) each of the undertakings and agreements in this Note made on the part of the Owner Lessor is made and intended not as personal undertakings and agreements by the Lessor Manager but is made and intended for the purpose for binding only the Owner Lessor, (c) nothing contained in this Note shall be construed as creating any liability on the Lessor Manager individually or personally, to perform any covenant either expressed or implied contained in this Note, all such liability, if any, being expressly waived by the holder of this Note or by any Person claiming by, through or under such holder, and (d) under no circumstances shall the Lessor Manager, be personally liable for the payment of any indebtedness or expenses of the Owner Lessor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Owner Lessor under this Note.
     This Note shall be governed by the laws of the State of New York.
 B-1-6 

 

     IN WITNESS WHEREOF, the Owner Lessor has caused this Note to be duly executed as of the date hereof.
 	 	 	 	 	 	 	
 	 	SOUTH POINT OL-[_], LLC
a Delaware limited liability company,	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	Wells Fargo Bank Northwest, National Association, not in its individual capacity but solely as the Lessor Manager	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	 	 	 	
 	 	 	 	 
Name:	 	 	
 	 	 	 	Title:	 	 	

 

     This is the Settlement Agreement Additional Lessor Note referred to in the within-mentioned Collateral Trust Indenture duly executed as of the date hereof.
 	 	 	 	 	
 	 	U.S. BANK NATIONAL ASSOCIATION, as successor in interest to STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION,
not in its individual capacity, but solely as
the Indenture Trustee	 	 	

 	 	 
Name:	 	 	
 	 	Title:	 	 	

 

FORM OF TRANSFER NOTICE
          FOR VALUE RECEIVED the undersigned registered holder hereby sell(s) assign(s) and transfer(s) unto
 	 	 	
Insert Taxpayer Identification No.	

 	 	 	
 	 	 	
(Please print or typewrite name and address including zip code of assignee)	

the within Note and all rights thereunder, hereby irrevocably constituting and appointing	

attorney to transfer said Note on the books of the Issuer with full power of substitution in the premises.	
 	 	 	 	 	 	 	
Date:	 	 	 	 	 	 	
 	 	 	 	 	 	 	
 	 	 	 	 	 	(Signature of Transferor)	
 	 	 	 	 	 	 	
 	 	 	 	 	 	NOTE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.	

 
SCHEDULE I
TO NOTE
Schedule Of Principal Amortization
Series A Settlement Agreement Additional Lessor Note.
Principal Portion: $                     
 	 	 	 	 	
 	 	Percentage of Principal	
Regular Distribution Date	 	Amount Payable	
November 30, 2006	 	 	0.00000000	%	
May 30, 2007	 	 	0.00000000	%	
November 30, 2007	 	 	0.00000000	%	
May 30, 2008	 	 	0.00000000	%	
November 30, 2008	 	 	0.00000000	%	
May 30, 2009	 	 	0.00000000	%	
November 30, 2009	 	 	0.00000000	%	
May 30, 2010	 	 	0.00000000	%	
November 30, 2010	 	 	0.00000000	%	
May 30, 2011	 	 	0.00000000	%	
November 30, 2011	 	 	100.00000000	%	

Total	 	 	100.00000000	%	

 

Series B Settlement Agreement Additional Lessor Note.
Principal Portion: $                     
 	 	 	 	 	
 	 	Percentage of Principal	
Regular Distribution Date	 	Amount Payable	
November 30, 2006	 	 	0.00000000	%	
May 30, 2007	 	 	0.00000000	%	
November 30, 2007	 	 	0.00000000	%	
May 30, 2008	 	 	0.00000000	%	
November 30, 2008	 	 	0.00000000	%	
May 30, 2009	 	 	0.00000000	%	
November 30, 2009	 	 	0.00000000	%	
May 30, 2010	 	 	0.00000000	%	
November 30, 2010	 	 	0.00000000	%	
May 30, 2011	 	 	0.00000000	%	
November 30, 2011	 	 	0.00000000	%	
May 30, 2012	 	 	0.00000000	%	
November 30, 2012	 	 	0.00000000	%	
May 30, 2013	 	 	0.00000000	%	
November 30, 2013	 	 	0.00000000	%	
May 30, 2014	 	 	0.00000000	%	
November 30, 2014	 	 	0.00000000	%	
May 30, 2015	 	 	0.00000000	%	
November 30, 2015	 	 	0.00000000	%	
May 30, 2016	 	 	0.00000000	%	
November 30, 2016	 	 	0.00000000	%	
May 30, 2017	 	 	0.00000000	%	
November 30, 2017	 	 	0.00000000	%	
May 30, 2018	 	 	0.00000000	%	
November 30, 2018	 	 	0.00000000	%	
May 30, 2019	 	 	100.00000000	%	

Total	 	 	100.00000000	%	
 	 	 	 	 	
Omnibus Amendment to
Operative Documents and Agreement — Broad River

 

Exhibit 4.23.40
EXECUTION VERSION
OMNIBUS AMENDMENT TO OPERATIVE DOCUMENTS
AND AGREEMENT – BROAD RIVER
      OMNIBUS AMENDMENT TO OPERATIVE DOCUMENTS AND AGREEMENT – BROAD RIVER (this “ Amendment ”) dated as of July 13, 2006, is made by and among (i) BROAD RIVER ENERGY LLC, a Delaware limited liability company (together with its successors and permitted assigns, the “ Facility Lessee ”), (ii) CALPINE CORPORATION, a Delaware corporation, (iii) BROAD RIVER HOLDINGS, LLC, a Delaware limited liability company, as Pledgor under each of the Pledge Agreements (as defined below)(together with its permitted successors and assigns, the “ Pledgor ”), (iv) BROAD RIVER OL-1, LLC, a Delaware limited liability company, (v) BROAD RIVER OL-2, LLC, a Delaware limited liability company, (vi) BROAD RIVER OL-3, LLC, a Delaware limited liability company, (vii) BROAD RIVER OL-4, LLC, a Delaware limited liability company (each of the parties described in items (iv) through (vii) above being an “ Owner Lessor ” and, collectively, the “ Owner Lessors ”), (viii) SBR OP-1, LLC, a Delaware limited liability company, (ix) SBR OP-2, LLC, a Delaware limited liability company, (x) SBR OP-3, LLC, a Delaware limited liability company, (xi) SBR OP-4, LLC, a Delaware limited liability company (each of the parties described in items (viii) through (xi) above being together with its successors and permitted assigns, an “ Owner Participant ” and, collectively, the “ Owner Participants ”), (xii) U.S. BANK NATIONAL ASSOCIATION (as successor to STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION), a national banking association organized and existing under the laws of the United States, not in its individual capacity, except as expressly provided herein, but solely as trustee under each of the Collateral Trust Indentures (herein in its capacity as trustee under each of the Collateral Trust Indentures, together with its successors and permitted assigns, an “ Indenture Trustee ”, and herein in its individual capacity called “ US Bank ”), (xiii) WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, not in its individual capacity except as expressly provided herein, but solely as independent manager under each of the LLC Agreements (herein in its capacity as independent manager under each of the LLC Agreements, together with its successors and permitted assigns, called the “ Lessor Manager ” and, collectively, the “ Lessor Managers ”, and herein in its individual capacity, together with its successors and permitted assigns, called the “ Trust Company ”), (xiv) U.S. BANK NATIONAL ASSOCIATION (as successor to STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION), a national banking association organized and existing under the laws of the United States, not in its individual capacity, except as expressly provided herein, but solely as trustee under the Pass Through Trust Agreements (herein in its capacity as trustee under such Pass Through Trust Agreements, together with its successors and permitted assigns, the “ Pass Through Trustee ”, and herein in its individual capacity called “ US Bank ”), and (xv) BRSP, LLC, a Delaware limited liability company, as Noteholder.
     WHEREAS, certain of the parties hereto and certain other persons have entered into a series of transactions in connection with the sale-leaseback financing of a 850 MW gas-fired simple cycle power plant located near Gaffney, South Carolina (collectively, the “ Broad River Transactions ”),

 

      WHEREAS, in connection with the Broad River Transactions, certain of the parties hereto and other persons have entered into the agreements and other documents listed on Schedule A hereto (the “ Broad River Transaction Documents ”);
     WHEREAS, in connection with the Broad River Transactions, certain of the parties hereto entered into certain additional documents listed on Schedule B hereto (the “ Broad River Collateral Enhancement Documents ”), including certain Pledge and Security Agreements (the “ Pledge Agreements ”) as described therein;
     WHEREAS, the parties hereto now desire to amend certain of the Broad River Transaction Documents and Broad River Collateral Enhancement Documents and to enter into certain other agreements pursuant to the terms and conditions of this Amendment;
     NOW, THEREFORE, the parties hereto hereby agree as follows:
Section 1. Definitions . Except as otherwise defined or modified in this Agreement, all capitalized terms shall have the meanings ascribed to them in Appendix A to each of the Participation Agreements (the “ Participation Agreements ”) listed on Schedule A hereto.
Section 2. Broad River Transaction Document Amendments. The parties hereto agree, subject to (and effective upon) the satisfaction of the conditions precedent specified in Section 6 below, to amend certain provisions of the Operative Documents as follows:

 	2.01	 	Amendments to Participation Agreements .	
 		
 	(a)	 	Each and every reference to the “Pass Through Trustee” or “Pass Through Trustees” in the following Sections to each of the Participation Agreements are hereby deleted: Sections 2.3(b), 5.8, 5.9(a) and (b), 5.11, 5.20, 5.21, 5.27, 6.7, 7.1(a)(i), 7.1(d), 7.9, 13.1 (except for clause (b)(vi) thereof), 13.2 and 14(b).	
 		
 	(b)	 	Each and every reference to the “Pass Through Trustee” or “Pass Through Trustees” in the following Sections to each of the Participation Agreements are hereby deleted and replaced with “Noteholder” or “Noteholders” respectively: Sections 5.2(b) and 11.1(v).	
 		
 	(c)	 	The words “any Noteholder,” are hereby added into clauses (iii) and (iv) of Section 5.25, and to Section 13.1(b)(iv), in each case after the words “the Indenture Trustee,”.	
 		
 	(d)	 	Each and every reference to the “Pass Through Company” in Section 11.1(v) of the Participation Agreements is hereby deleted.	
 		
 	(e)	 	Each and every reference to the “Certificateholder” or “Certificateholders” in the following Sections to each of the Participation Agreements are hereby deleted: Sections 5.2(b), 5.8, 5.20(a), 6.7 and 13.1(b)(vii).	
 		
 	(f)	 	Section 6.4 is hereby deleted in its entirety and replaced with the following:	
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 	 	 	“ Transfer of the Owner Lessor’s Interest . Other than as permitted by the Operative Documents, each of the Lessor Manager and the Owner Lessor covenants that it will not assign, pledge, sell, lease, convey or otherwise transfer any of its then existing right, title or interest in and to the Owner Lessor’s Interest, the Lessor Estate or the other Operative Documents; provided , however , that if the Owner Lessor acquires the Lessor Notes outstanding immediately prior to the Settlement Agreement Effective Date pursuant to Section 4.4(e) of the Collateral Trust Indenture, it is expressly understood and agreed that nothing in this Section 6.4 shall in any way limit the right of the Owner Lessor to assign, pledge, sell, lease, convey or otherwise transfer any of its then existing right, title or interest as Noteholder in and to such Lessor Notes or any right or interest under the Collateral Trust Indenture accruing or benefiting the holder of any such Lessor Note so acquired, the right of the Members (as defined in the LLC Agreement) of the Owner Lessor to direct the Lessor Manager to do the same on behalf of the Owner Lessor, or the obligation of the Lessor Manager to act as so directed in connection therewith; provided, further , that nothing herein shall preclude the Owner Lessor from performing the transactions contemplated under Section 1.3 of the Settlement Agreement.”	
 		
 	(g)	 	Section 6.6 is hereby deleted in its entirety and replaced with the following:	
 		
 	 	 	“ Limitation on Indebtedness and Actions . Each of the Lessor Manager and the Owner Lessor covenants that it will not incur any Indebtedness nor enter into any business or activity except as required or expressly permitted by any Operative Document (it being expressly understood and agreed that nothing in this Section 6.6 shall in any way preclude or limit the Owner Lessor from (x) acquiring, selling, conveying or otherwise transferring all or any portion of its right, title or interest as Noteholder in and to any Lessor Note outstanding immediately prior to the Settlement Agreement Effective Date which is acquired pursuant to Section 4.4(e) of the Collateral Trust Indenture or any right or interest under the Collateral Trust Indenture accruing or benefiting the holder of any such Lessor Note so acquired, the Members (as defined in the LLC Agreement) of the Owner Lessor from directing the Lessor Manager to do the same on behalf of the Owner Lessor, or the obligation of the Lessor Manager to act as so directed in connection therewith), (y) issuing any Settlement Agreement Additional Lessor Notes as contemplated under Section 2.12 of the Collateral Trust Indenture or (z) taking any actions expressly contemplated under Sections 1.3, 1.6.b, and 1.8 of the Settlement Agreement.”	
 		
 	(h)	 	Section 7.7 is hereby amended by adding the following sentence to the end of the Section:	
 		
 	 	 	“Notwithstanding the foregoing provisions of this Section 7.7, it is expressly understood and agreed that nothing in this Section 7.7 shall preclude the Owner Participant from (x) guaranteeing any obligations of any Affiliate of the Owner Participant in connection with any financing of the acquisition by the Owner Lessor of (1) the Lessor Notes outstanding immediately prior to the Settlement	
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 	 	 	Agreement Effective Date pursuant to Section 4.4(e) of the Collateral Trust Indenture and (2) the Settlement Agreement Additional Notes or in connection with any refinancing or replacement of such financing and/or (y) granting security for any financing described in (x) above so long as such security does not create an Owner Participant’s Lien (it being expressly understood and agreed that notwithstanding the foreoging, any foreclosure on or transfer or other conveyance of any Member Interest shall be subject to the requirements of Section 7 hereof and the Tax Indemnity Agreement).”	

 	(i)	 	Section 9.1(a) is hereby amended by inserting the words “, each Noteholder,” in the fifth line thereof before the words “each Certificateholder”. In addition, each and every reference to the “Additional Certificates” in Section 9 to each of the Participation Agreements are hereby deleted.	
 		
 	(j)	 	Notwithstanding any provision to the contrary contained in this Amendment or in the Operative Documents, the indemnity obligations of Facility Lessee under Section 9.1 of each of the Participation Agreement which are owed to any Certificateholder, the Pass Through Company in its individual capacity, the Pass Through Trustees, and their respective Affiliates, successors, assigns, agents, directors, officers and employees shall be limited solely to any and all Claims to the extent relating to the period prior to the PTT Indemnity Limitation Date (as defined in the next sentence), and such obligations (as amended by this paragraph (j)) shall survive after the effective date of this Amendment; provided however, that this provision shall have no effect with respect to Sections 5.25 and 13.1(b)(iv) of the Participation Agreement and Section 7.1 of the Facility Lease. The “ PTT Indemnity Limitation Date ” shall mean the earlier of (x) the date thirty (30) days after the “Special Distribution Date” (as defined in the Pass Through Trust Agreements) in respect of the proceeds of the purchase by the Owner Lessor pursuant to Section 4.4(e) of the Collateral Trust Indenture of the Lessor Notes and (y) the date that is ninety (90) days after the Settlement Agreement Effective Date.	
 		
 	(k)	 	Section 9.1(b) is hereby amended by adding the following sentence to the end thereof:	
 		
 	 	 	“Notwithstanding any provision of any Operative Document, in no event shall Broad River or the Guarantor be obligated to pay or reimburse any CIT Party (as defined in the Settlement Agreement) for any amount paid or payable to any Certificateholder or any of their respective Affiliates in connection with or as an inducement to provide any direction or instruction to the Pass Through Trustee to execute and deliver this Amendment or any similar amendment to the South Point Operative Documents.”	
 		
 	(l)	 	Section 9.2(a) is hereby amended by inserting the words “each Noteholder,” in the fourth line thereof after the words “the Indenture Trustee,”.	
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 	(m)	 	Notwithstanding any provision to the contrary contained in this Amendment or the Operative Documents, the indemnity obligations of Facility Lessee under Section 9.2 of each of the Participation Agreement which are owed to any Certificateholder, the Pass Through Company in its individual capacity, the Pass Through Trustees, and their respective Affiliates, successors, assigns, agents, directors, officers and employees shall be limited solely to any and all Taxes to the extent relating to the period prior to the PTT Indemnity Limitation Date (as defined in paragraph (j) above), and such obligations (as amended by this paragraph (l)) shall survive after the effective date of this Amendment.	
 		
 	(n)	 	Section 11.1(xii) of each Participation Agreement is hereby deleted in its entirety and is replaced by the following:	
 		
 	 	 	“(xii) the Facility Lessee shall pay to the Owner Participant a fee of $100,000 for each such financing other than the first financing; and”	
 		
 	(o)	 	The words “any Noteholder,” are hereby added into Section 13.1(b)(iv) after the words “the Indenture Trustee,”.	
 		
 	(p)	 	Section 15.4 of each Participation Agreement is hereby deleted in its entirety and replaced with the following:	
 		
 	 	 	“15.4 Amendments and Waivers . No term, covenant, agreement or condition of this Agreement may be terminated, amended or compliance therewith waived (either generally or in a particular instance, retroactively or prospectively) except by an instrument or instruments in writing executed by each party hereto; provided , however , that the consent from, or the execution of a written instrument by, the Pass Through Trustees and the Pass Through Company will not be required for any termination, amendment or waiver entered into after the effective date of the Omnibus Amendment unless any such termination, amendment or waiver is with respect to any rights of the Pass Through Trustees, the Pass Through Company or any Certificateholder which expressly survive after the effective date of the Omnibus Amendment and would adversely affect any of the rights of the Pass Through Trustees, the Pass Through Company or any Certificateholder thereunder.”	
 		
 	(q)	 	Section 15.13(d) of each Participation Agreement is hereby amended as follows: the final sentence of Section 15.13(d) beginning with the phrase “In connection with any such discretionary acts . . .” is hereby deleted in its entirety.	
 		
 	(r)	 	Section 15.21 of each Participation Agreement is hereby amended by restating clause (f) thereof in its entirety to read as follows:	
“(f) as may be disclosed to any transferee or proposed transferee of the Receiving Party or to any financier or prospective financier of such transferee or proposed transferee or to any party to a CIT Financing Agreement (as defined in the Settlement Agreement); provided, however,
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that, prior to any such disclosure, any such transferee, proposed transferee, financier or proposed financier, as the case may be, shall have agreed in writing to be bound by the terms of this Section 15.21 and shall have provided the Guarantor evidence that the Guarantor has been made an express third-party beneficiary of such agreement to be bound by the terms of this Section 15.21; or”

 	(s)	 	Section 15.23 of each Participation Agreement is hereby deleted in its entirety and replaced with the following:	
 		
 	 	 	“15.23 Amendments, Etc . No Operative Document nor any of the terms thereof (including the terms of this Section 15.23) may be terminated, amended, supplemented, waived or modified, except by an instrument in writing (a) signed in the case of a waiver, by the party against which enforcement of such waiver is sought, and no such waiver shall become effective unless signed copies thereof shall have been delivered to each such party or (b) in the case of termination, amendments, supplements or modifications, consented to by all parties hereto; provided , however , that the consent of the Facility Lessee is not required in the case of amendments to any Operative Document to which the Facility Lessee is not a party and which would not increase or accelerate the Facility Lessee’s or the Guarantor’s obligations under any of the Operative Documents nor impair the Facility Lessee’s or the Guarantor’s rights under any of the Operative Documents; provided further that the consent from, or the execution of a written instrument by, the Pass Through Trustees and the Pass Through Company will not be required for any termination, amendment or waiver entered into after the effective date of the Omnibus Amendment unless any such termination, amendment or waiver is with respect any rights of the Pass Through Trustees, the Pass Through Company or any Certificateholder which expressly survive after the effective date of the Omnibus Amendment and would adversely affect any of the rights of the Pass Through Trustees, the Pass Through Company or any Certificateholder thereunder. Notwithstanding the foregoing, Section 5.6 of the Collateral Trust Indenture shall not be amended without the Guarantor’s consent.”	
 		
 	(t)	 	A new Section 15.24 is hereby added to the Participation Agreement as follows:	
 		
 	 	 	“15.24 Settlement Agreement Implementation . The Owner Lessor, Owner Participant, Facility Lessee, Calpine and BRSP, LLC, a Delaware limited liability company, as Noteholder, acknowledge receipt of the Settlement Agreement and agree to comply with and implement the provisions thereof, including Sections 1.3(c), 1.3(d) and 1.6 thereof.”	
 		
 	(u)	 	If and to the extent (i) the “Effective Date’ under the Settlement Agreement shall have occurred, (ii) Calpine and/or its Affiliates shall have paid in full (1) all past due Basic Rent under the Broad River and South Point Facility Leases due and owing as of May 30, 2006 together with (2) interest thereon at the Overdue Rate through (and including) the date of cure, and (3) the reasonable fees and expenses of the parties to the Overall Transactions, in each case in accordance with and as	
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 	 	 	contemplated by that certain Order (I) Authorizing and Approving the Settlement Agreement between the Calpine Parties and the CIT Parties Regarding (A) Amendments to Contracts and Leases Related to Broad River and South Pont Facilities; (B) Assumption of Such Contracts and Leases, as Amended; (C) Assignment of Broad River Power Purchase Agreements; (II) Granting Shortened Notice for a Hearing on the Same; and (III) Granting Other Related Relief, dated June 27, 2006, and in the case of the preceding clause (ii)(3), the Second Amended Final Order Authorizing Use of Cash Collateral and Granting Adequate Protection [Docket No. 881], dated February 24, 2006, and (iii) the Settlement Agreement Additional Notes under the Collateral Trust Indentures for each of Broad River and South Point shall have been issued by each Owner Lessor in the Settlement Agreement Additional Lessor Notes Principal Amount under such Collateral Trust Indenture, then notwithstanding anything to the contrary contained in Section 9.1 of the Participation Agreement or in any other Operative Document neither the Owner Lessors nor the Owner Participants will assert against or seek from any Lessee any Supplemental Rent under Section 9.1 of the Participation Agreements in respect of any amounts paid by the Owner Lessor or any of its Affiliates in order to cure the May 30, 2006 payment defaults under the Lessor Notes.	

 	2.02	 	Amendments Appendix A to Participation Agreements . Appendix A to each of the Participation Agreements shall be amended as follows:	
 		
 	(a)	 	The term “ Amendment Date Bankruptcy Case ” is hereby added as follows:	
 		
 	 	 	“Amendment Date Bankruptcy Case” shall mean those certain jointly administered cases under chapter 11 of title 11 of the United States Code pending on the date of the Amendment in the United States Bankruptcy Court for the Southern District of New York under the name In re Calpine Corp., et. al. , No. 05-60200 (BRL) (Jointly Administered).”	
 		
 	(b)	 	The Term “Broad River PPAs” is hereby added as follows:	
 		
 	 	 	“Broad River PPAs” shall mean (i) a Power Purchase Agreement, dated as of December 31, 1998, between Carolina Power and Light Company and Broad River, as amended, restated, modified or otherwise supplemented from time to time in accordance with the terms thereof; and (ii) a Power Purchase Agreement, dated as of July 7, 2000, between Carolina Power and Light Company and Broad River, as amended, restated, modified or otherwise supplemented from time to time in accordance with the terms thereof.”	
 		
 	(c)	 	Upon Calpine Corporation’s and Facility Lessee’s emergence, as debtors and debtors in possession, from the Amendment Date Bankruptcy Case, the term “ Calpine Guaranty ” shall be replaced in its entirety by the following:	
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 	 	 	“Calpine Guaranty” shall mean the Amended and Restated Calpine Guaranty and Payment Agreement, among Calpine, Owner Lessor and Owner Participant, in substantially the form attached as Exhibit C-1 to the Settlement Agreement.”	
 		
 	(d)	 	The term “ Certificate Purchase Agreement ” is hereby deleted and all references to the Certificate Purchase Agreement in each and all of the Operative Documents are hereby deleted.	
 		
 	(e)	 	The terms “Certificate Purchase Agreement” and “Pass Through Trust Agreement” are hereby deleted from the definition of the term “ Operative Documents ” and all references to the Certificate Purchase Agreement and the Pass Through Trust Agreement as an “Operative Document” in each and all of the Operative Documents are hereby deleted.	
 		
 	(f)	 	The term “ Lessor Estate ” is hereby replaced in its entirety with the following:	
 		
 	 	 	“Lessor Estate” shall mean all the estate, right, title and interest of the Owner Lessor in, to and under the Undivided Interest, the Ground Interest and the Operative Documents (other than in (x) its right, title and interest as Noteholder in the Lessor Notes acquired pursuant to Section 4.4(e) of the Collateral Trust Indenture and (y) any right or interest under the Collateral Trust Indenture accruing or benefiting the holder of a Lessor Note so acquired), including all funds advanced to the Owner Lessor by the Owner Participant, all installments and other payments of Periodic Rent, Supplemental Rent or Termination Value under the Facility Lease, condemnation awards, purchase price, sale proceeds, insurance proceeds and all other proceeds, rights and interests of any kind for or with respect to the estate, right, title and interest of the Owner Lessor in, to and under the Undivided Interest, the Ground Interest and the Operative Documents (other than in (x) the Lessor Notes acquired pursuant to Section 4.4(e) of the Collateral Trust Indenture and (y) any right or interest under the Collateral Trust Indenture accruing or benefiting the holder of a Lessor Note so acquired) and the FILOT Lease and any of the foregoing, but shall not include Excepted Payments and the proceeds of the sale of the Settlement Agreement Additional Lessor Notes.”	
 		
 	(g)	 	The term “ Lessor Note(s) ” is hereby replaced in its entirety with the following:	
 		
 	 	 	“Lessor Note(s)” shall mean, individually or collectively as the context may require, the Initial Lessor Notes, Additional Lessor Notes and Settlement Agreement Additional Lessor Notes, each issued pursuant to the Collateral Trust Indenture.”	
 		
 	(h)	 	The term “ Omnibus Amendment ” is hereby added as follows:	
 		
 	 	 	“Omnibus Amendment” shall mean that certain Omnibus Amendment to Operative Documents and Agreement – Broad River, dated as of July 13, 2006, among, inter alia , the Facility Lessee, Calpine, the Owner Lessor, the Owner	
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 	 	 	Participant, the Indenture Trustee, the Lessor Manager and the Pass Through Trustee.”	

 	(i)	 	The term “ Owner Participant’s Lien(s) ” is hereby amended by adding the following sentence to the end of the existing definition:	
 		
 	 	 	“Notwithstanding the foregoing or anything to the contrary contained in any Operative Document, “Owner Participant’s Lien(s)” shall not include (x) any Lien on the Member Interest or on any other assets, property or rights of the Owner Participant granted in connection with any financing of the Owner Lessor’s acquisition of any Lessor Notes pursuant to Section 4.4(e) of the Collateral Trust Indenture or any refinancing or replacement of such financing so long as the Liens so granted do not include the Lessor Estate, the Facility Site, or any part of any thereof or any interest therein, and (y) any interest of the Owner Participant in the proceeds of the sale by the Owner Lessor of the Settlement Agreement Additional Lessor Notes.”	
 		
 	(j)	 	The term “Pledge Agreement” is hereby added as follows:	
 		
 	 	 	“Pledge Agreement” shall mean that certain Pledge and Security Agreement, dated as of September 30, 2003, by and among Broad River Holdings, LLC, Calpine, Broad River and the Owner Lessor.”	
 		
 	(k)	 	The term “ RockGen Calpine Guaranties ” is hereby deleted from the definition of the term “ Other Calpine Guaranties ” and all references to the “Other Calpine Guaranties” in each and all of the Operative Documents will be deemed to mean only the Other Broad River Calpine Guaranties and the South Point Calpine Guaranties.	
 		
 	(l)	 	The term “ RockGen Facility Leases ” is hereby deleted from the definition of the term “ Other Facility Leases ” and all references to the “Other Facility Leases” in each and all of the Operative Documents will be deemed to mean only the Other Broad River Facility Leases and the South Point Facility Leases.	
 		
 	(m)	 	The term “ RockGen Owner Lessors ” is hereby deleted from the definition of the term “ Other Owner Lessors ” and all references to the “Other Owner Lessors” in each and all of the Operative Documents will be deemed to mean only the Other Broad River Owner Lessors and the South Point Owner Lessors.	
 		
 	(n)	 	The term “ RockGen ” is hereby deleted and all references to RockGen in each and all of the Operative Documents are hereby deleted.	
 		
 	(o)	 	The term “ RockGen Bills of Sale ” is hereby deleted and all references to the RockGen Bills of Sale in each and all of the Operative Documents are hereby deleted.	
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 	(p)	 	The term “ RockGen Calpine Guaranties ” is hereby deleted and all references to the RockGen Calpine Guaranties in each and all of the Operative Documents are hereby deleted.	
 		
 	(q)	 	The term “ RockGen Collateral Trust Indentures ” is hereby deleted and all references to the RockGen Collateral Trust Indentures in each and all of the Operative Documents are hereby deleted.	
 		
 	(r)	 	The term “ RockGen Facility Leases ” is hereby deleted and all references to the RockGen Facility Leases in each and all of the Operative Documents are hereby deleted.	
 		
 	(s)	 	The term “ RockGen Facility Lessee ” is hereby deleted and all references to the RockGen Facility Lessee in each and all of the Operative Documents are hereby deleted.	
 		
 	(t)	 	The term “ RockGen Facility Site ” is hereby deleted and all references to the RockGen Facility Site in each and all of the Operative Documents are hereby deleted.	
 		
 	(u)	 	The term “ RockGen Facility Site Leases ” is hereby deleted and all references to the RockGen Facility Site Leases in each and all of the Operative Documents are hereby deleted.	
 		
 	(v)	 	The term “ RockGen Ground Interests ” is hereby deleted and all references to the RockGen Ground Interests in each and all of the Operative Documents are hereby deleted.	
 		
 	(w)	 	The term “ RockGen Indenture Trustees ” is hereby deleted and all references to the RockGen Indenture Trustees in each and all of the Operative Documents are hereby deleted.	
 		
 	(x)	 	The term “ RockGen Lease Transactions ” is hereby deleted and all references to the RockGen Lease Transactions in each and all of the Operative Documents are hereby deleted.	
 		
 	(y)	 	The term “ RockGen Lessor Managers ” is hereby deleted and all references to the RockGen Lessor Managers in each and all of the Operative Documents are hereby deleted.	
 		
 	(z)	 	The term “ RockGen Owner Lessors ” is hereby deleted and all references to the RockGen Owner Lessors in each and all of the Operative Documents are hereby deleted.	
 		
 	(aa)	 	The term “ RockGen Owner Participants ” is hereby deleted and all references to the RockGen Owner Participants in each and all of the Operative Documents are hereby deleted.	
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 	(bb)	 	The term “ RockGen Operative Documents ” is hereby deleted and all references to the RockGen Operative Documents in each and all of the Operative Documents are hereby deleted.	
 		
 	(cc)	 	The term “ RockGen Overall Transaction ” is hereby deleted and all references to the RockGen Overall Transaction in each and all of the Operative Documents are hereby deleted.	
 		
 	(dd)	 	The term “ RockGen Participation Agreements ” is hereby deleted and all references to the RockGen Participation Agreements in each and all of the Operative Documents are hereby deleted.	
 		
 	(ee)	 	The term “ RockGen Undivided Interests ” is hereby deleted and all references to the RockGen Undivided Interests in each and all of the Operative Documents are hereby deleted.	
 		
 	(ff)	 	The term “ Settlement Agreement ” is hereby added as follows:	
 		
 	 	 	“Settlement Agreement” shall mean that certain Settlement Agreement, dated as of June 14, 2006, among, inter alia , Calpine, certain of controlled subsidiaries of Calpine (including the Facility Lessee), CIT Credit Group USA Inc., and the Owner Lessor, as amended by that certain Clarification and Amendment Letter dated as of June 26, 2006 and as may be further amended from time to time.”	
 		
 	(gg)	 	The term “ Settlement Agreement Additional Lessor Notes ” is hereby added as follows:	
 		
 	 	 	“Settlement Agreement Additional Lessor Notes” shall have the meaning set forth in Section 2.12(a) of the Collateral Trust Indenture.”	
 		
 	(hh)	 	The term “ Settlement Agreement Effective Date ” is hereby added as follows:	
 		
 	 	 	“Settlement Agreement Effective Date” shall mean the “Effective Date” described in Section 2.2 of the Settlement Agreement.”	
 		
 	2.03	 	Amendments to Facility Leases . Each of the Facility Leases shall be amended as follows:	
 		
 	(a)	 	Each and every reference to the “Pass Through Trustee” or “Pass Through Trustees” in the following Sections to each of the Facility Leases are hereby deleted: Sections 3.4, 5.3, 9, 10.1, 10.3 (except for the last paragraph of paragraph (e) thereof), 12, 13.1(a), 13.2(a), 14.1, 16(b), 16(d) and 16(j).	
 		
 	(b)	 	Each and every reference to the “Pass Through Trustee” or “Pass Through Trustees” in the following Sections to each of the Facility Leases are hereby deleted and replaced with “Noteholder” or “Noteholders” respectively: Sections 8.1, 10.2, 10.3(e) (only with respect to the last paragraph thereof), 13.3, 14.3, 14.4, 17.1 and 19(i).	
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 	(c)	 	The words “any Noteholder,” are hereby added into clauses (3) and (4) of Section 7.1 in each case after the words “the Indenture Trustee,”.	
 		
 	(d)	 	Each and every reference to the “Pass Through Company” in the following Sections to each of the Facility Leases are hereby deleted: Sections 3.4(b), 8.1, 10.2(a), 10.3, 13.3, 14.3, 14.4, 17.1, and 19(i).	
 		
 	(e)	 	Each and every reference to the “Certificateholder” or “Certificateholders” in the following Sections to each of the Facility Leases are hereby deleted: Sections 8.1, 10.2(c) and 13.4.	
 		
 	(f)	 	Section 16(g) of each Facility Lease is hereby deleted in its entirety and replaced with the following:	

 	“(g)	 	except for the Amendment Date Bankruptcy Case (other than any conversion of the Amendment Date Bankruptcy Case into a Chapter 7 proceeding), the Facility Lessee or Calpine shall (i) commence a voluntary case or other proceeding seeking relief under Title 11 of the Bankruptcy Code or liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or apply for or consent to the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or (ii) consent to, or fail to controvert in a timely manner, any such relief or the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it, or (iii) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (iv) make a general assignment for the benefit of creditors;”	

 	(g)	 	Section 16(h) of each Facility Lease is hereby deleted in its entirety and replaced with the following:	

 	“(h)	 	except for the Amendment Date Bankruptcy Case (other than any conversion of the Amendment Date Bankruptcy Case into a Chapter 7 proceeding), an involuntary case or other proceeding shall be commenced against the Facility Lessee or Calpine seeking (i) liquidation, reorganization or other relief with respect to it or its debts under Title 11 of the Bankruptcy Code or any bankruptcy, insolvency or other similar law now or hereafter in effect, or (ii) the appointment of a trustee, receiver, liquidator, custodian or other similar official with respect to it or any substantial part of its property or (iii) the winding-up or liquidation of such Person; and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days;”	

 	2.04	 	A mendments to Collateral Trust Indenture . Each of the Collateral Trust Indentures shall be amended as follows:	
 12 

 

 	(a)	 	Clause (1) of the Granting Clause is hereby deleted in its entirety and replaced with the following which shall constitute the grant of a first priority security interest in, and mortgage lien on, the property described for all purposes of this Collateral Trust Indenture:	
 		
 	 	 	“(1) the Undivided Interest (including the Facility Purchase Option), the Owner Lessor’s interest in any Components; the Owner Lessor’s interest in any Improvements; the Ground Interest (including the Land Purchase Option); the Facility Lease and all payments of any kind by the Facility Lessee thereunder (including Rent); any rights of the Owner Lessor as assignee of the Facility Lessee under the Facility Lease; the Facility Site Lease and all payments of any kind by the Facility Lessee thereunder; the Assignment Agreement (and all rights with respect to the FILOT Lease conveyed thereby); the Owner Lessor’s interest in all tangible property located on or at or attached to the Facility Site as to which an interest in such tangible property arises under applicable real estate law (“ fixtures ”); the Calpine Guaranty, the Ownership and Operation Agreement and all and any interest in any property now or hereafter granted to the Owner Lessor pursuant to any provision of the Facility Lease or the FILOT Lease (including, without limitation, the option to purchase set forth in Section 10.02 of the FILOT Lease); the FILOT Lease, the Pledge Agreement, the Broad River PPAs (including, to the extent contemplated in Section 1.3 of the Settlement Agreement, any security interest granted to the Owner Lessor thereunder) and each other Operative Document to which the Owner Lessor is a party other than the Tax Indemnity Agreement, the Tri-Party Agreement, the LLC Agreement, any Lessor Notes which the Owner Lessor may acquire pursuant to Section 4.4(e) of this Indenture and any right or interest under this Indenture accruing or benefiting the holder of a Lessor Note acquired by the Owner Lessor pursuant to Section 4.4(e) of this Indenture (the Undivided Interest, the Owner Lessor’s interest in any Components, the Owner Lessor’s interest in any fixtures, Improvements and the Ground Interest are collectively referred to as the “ Property Interest ” and the documents specifically referred to above in this paragraph (1) are collectively referred to as the “ Assigned Documents ”), including, without limitation, (x) all rights of the Owner Lessor to receive any payments or other amounts or, subject to Section 5.6 hereof, to exercise any election or option or to make any decision or determination or to give or receive any notice, consent, waiver or approval or to make any demand or to take any other action under or in respect of any such document, to accept surrender or redelivery of the Property Interest or any part thereof, as well as all the rights, powers and remedies on the part of the Owner Lessor, whether acting under any such document or by statute or at law or in equity or otherwise, arising out of any Lease Default or Lease Event of Default and (y) any right to restitution from the Facility Lessee, any sublessee or any other person in respect of any determination of invalidity of any such document;”	
 		
 	(b)	 	The phrase “or any Certificateholder” in each and every instance where it appears in Section 2.10(b) is hereby deleted.	
 13 

 

 	 	 	Section 2.10(b)(iii) is hereby deleted in its entirety.	
 		
 	(c)	 	Section 2.10(f) is hereby amended as follows: the final clause of first sentence of the first paragraph of Section 2.10(f) which reads “; provided, that no notice shall be required so long as the Pass Through Trustee and the Indenture Trustee are the same entity” is hereby deleted.	
 		
 	(d)	 	Section 2.12(a) is hereby amended by adding the following sentences to the end of such Section:	
 		
 	 	 	“Notwithstanding anything to the contrary contained herein or in any other Operative Document, the Owner Lessor shall issue Additional Lessor Notes on the Settlement Agreement Effective Date in an aggregate principal amount equal to, for each series of Initial Lessor Notes, the excess of (1) the aggregate principal amount of the Initial Lessor Notes of such series prepaid and repaid during the period between May 10, 2006, through (and including) the Settlement Agreement Effective Date over (2) the aggregate principal amount of the Initial Lessor Notes of such series which would have been repaid during such period if payments received by the Indenture Trustee hereunder had been applied in accordance with Section 3.1(b) hereof (such Additional Lessor Notes hereinafter “Settlement Agreement Additional Lessor Notes” and the aggregate principal amount of such Settlement Agreement Additional Lessor Notes hereinafter the “Settlement Agreement Additional Lessor Notes Principal Amount”). If at the time the Indenture Trustee returns the Lessor Notes purchased by the Owner Lessor pursuant to Section 4.4(e) of the Indenture to the registered owner thereof following registration of such Lessor Notes in the Registrar it is determined that the sum of (a) the principal amount of such Lessor Notes of any series plus (b) the principal amount of Settlement Agreement Additional Notes of such series issued on the Settlement Agreement Effective Date exceeds or is less than $55,200,000 (in the case of series A) or $151,500,000 (in the case of series B), as applicable, a principal amount of Lessor Notes of such series shall be deemed retired in the amount of such excess or a principal amount of Settlement Agreement Additional Notes shall be issued in the amount of such deficiency, as the case may be, with retroactive effect to the Settlement Agreement Effective Date and accrued interest shall be appropriately adjusted to give effect to the foregoing. Any additional Settlement Agreement Additional Notes issued as a consequence of the preceding sentence shall be authenticated by the Indenture Trustee. The Settlement Agreement Additional Lessor Notes shall be issued and sold to BRSP, LLC (the “Settlement Agreement Additional Note Purchaser”) and shall be in the form attached as Schedule C of the Omnibus Amendment with the principal amounts and other information inserted therein to be approved by Owner Lessor and Broad River. Notwithstanding any provision of any Operative Document (including Sections 2.12(b), 2.12(c), and 2.12(d) of this Indenture), upon the delivery by the Owner Lessor to the Indenture Trustee of a written order on the Settlement Agreement Effective Date or any time thereafter, the Indenture Trustee shall execute and authenticate the Settlement Agreement Additional Lessor Notes, and	
 14 

 

 	 	 	upon payment to the Owner Lessor of the Settlement Agreement Additional Lessor Notes Principal Amount, the Indenture Trustee shall deliver such Settlement Agreement Additional Lessor Notes to the Settlement Agreement Additional Note Purchaser. For all purposes of the Operative Documents, the Settlement Agreement Additional Notes shall be deemed Additional Lessor Notes.”	

 	(e)	 	The phrase “or the Pass Through Trust Agreements” in each and every instance where it appears in Section 8.2 is hereby deleted.	
 		
 	(f)	 	The phrase “rules or regulations of any exchange or quotation system on which the Certificates are listed” in clause (h) of Section 8.2 is hereby deleted.	
 		
 	2.05	 	A mendments to Calpine Guaranty . Each of the Calpine Guaranties shall be amended as follows:	
 		
 	(a)	 	The term “Certificateholders” in Section 2.1(a)(5)(B) is hereby deleted and replaced with the term “Noteholders”.	
 		
 	(b)	 	Section 3.2 is hereby amended as follows:	
(i) the term “so long as the Certificates remain outstanding” in the second sentence of Section 3.2(a) is hereby replaced with the phrase “so long as the Lien of the Collateral Trust Indenture remains outstanding”;
(ii) the phrase “and the Pass Through Trustee” in each and every instance where it appears in Section 3.2(a) is hereby deleted;
(iii) Section 3.2(c) is hereby amended as follows: the beginning clause of the second sentence of Section 3.2(c) which provides:
“Notwithstanding the foregoing provision in this clause (c), the Guarantor shall, within 120 days after the close of each fiscal year of the Guarantor in which Certificates are outstanding hereunder, file with the Owner Participant, and if the Certificates are outstanding during any part of such fiscal year, the Indenture Trustee and the Pass Through Trustee,”
is hereby replaced with the following:
“Notwithstanding the foregoing provision in this clause (c), the Guarantor shall, within 120 days after the close of each fiscal year of the Guarantor in which the Lessor Notes are outstanding hereunder, file with the Owner Participant, and if the Lessor Notes are outstanding during any part of such fiscal year, the Indenture Trustee,”
(iv) the phrase “and the Pass Through Trustee” and “or the Pass Through Trustee” in each and every instance where it appears in Section 3.2(d) are hereby deleted; and
 15 

 

(v) the last paragraph of Section 3.2 beginning with the phrase “So long as the Indenture Trustee . . .” is hereby deleted in its entirety.

 	(c)	 	Each and every reference to the “Pass Through Trustee” or “Pass Through Trustees” in Sections 3.3, 3.6, 7.1(d) and 8.4(b)(vii) are hereby deleted.	
 		
 	(d)	 	The phrase “or any Certificateholder” in Section 3.3(iv) is hereby deleted.	
 		
 	(e)	 	Each and every reference to the “Pass Through Trustee” or “Pass Through Trustees” in Sections 3.3, 3.6(ii) and (iii), 7.1 and 8.4 are hereby deleted.	
 		
 	(f)	 	Notwithstanding any provision to the contrary contained in this Amendment or in Section 4 of each Calpine Guaranty, the Pass Through Trustees and the Pass Through Company shall be a Beneficiary under each Calpine Guaranty solely to the extent that Obligations (as defined in each Calpine Guaranty) owed to such Persons relate to or are due and payable in respect of the period prior to the PTT Indemnity Limitation Date (as defined in Section 2.01(j) above).	
 		
 	(g)	 	The phrase “the Certificates (if then outstanding) and” in Section 8.4(b)(v) is hereby deleted.	
 		
 	2.06	 	Amendments to OP Parent Guaranties . Each and every reference to the “Pass Through Trustee” or “Pass Through Trustees” in Section 4 to each of the OP Parent Guaranties are hereby deleted. In addition, and notwithstanding anything to the contrary contained in this Amendment or in any OP Parent Guaranty, the Pass Through Trustees shall be a Beneficiaries under each OP Parent Guaranty solely to the extent that any OP Guarantor Obligations (as defined in each OP Parent Guaranty) owed to such Pass Through Trustees relate to or are due and payable in respect of the period prior to the PTT Indemnity Limitation Date (as defined in Section 2.01(j) above).	
 		
 	2.07	 	Amendments to LLC Agreement .	
 		
 	(a)	 	Section 2.5 is hereby deleted in its entirety and replaced with the following:	
 		
 	 	 	“Subject to Section 9.1 hereof, the purposes of the LLC are to receive the Equity Investment from the Owner Participant, to issue the Lessor Notes pursuant to the Collateral Trust Indenture, which Lessor Notes shall be secured by the Indenture Estate, to use all such funds on the Closing Date to acquire and accept an assignment and transfer of the Undivided Interest and the Ground Interest from CCFC pursuant to the Assignment Agreement, to lease the Undivided Interest and the Ground Interest to the Facility Lessee pursuant to the Facility Lease and the Facility Site Lease, respectively, to purchase or otherwise acquire any of the Lessor Notes pursuant to Section 4.4(e) of the Collateral Trust Indenture, to assign or transfer all or any portion of or interest in such Lessor Notes to any Person, to issue the Settlement Agreement Additional Lessor Notes, to take such other actions as may be expressly contemplated under the Operative Documents and, to the extent not prohibited by the Operative Documents, the Settlement	
 16 

 

 	 	 	Agreement, and/or to take such other actions as may be necessary or appropriate for (or incidental to) any of the foregoing purposes (including, without limitation, entering into any sale and purchase agreement with any Person with respect to all or any portion of or interest in the Lessor Notes acquired pursuant to Section 4.4(e) of the Collateral Trust Indenture and the Settlement Agreement Additional Lessor Notes), and to otherwise protect and preserve the LLC Assets in accordance with the terms hereof.”	
(b) The second sentence of Section 4.3 is hereby deleted in its entirety and replaced with the following:

 	 	 	“Notwithstanding any provision to the contrary contained in this Agreement, the LLC shall not be required to make a distribution to any Member on account of its interest in the LLC if such distribution would violate Section 18-607 of the LLC Act or any other applicable law or any Operative Document; provided, however, that neither this Section 4.3 nor any other provision of this Agreement or of any Operative Document shall in any way limit the LLC’s obligation to distribute to the Members the proceeds from the sale of the Settlement Agreement Additional Lessor Notes.”	
(c) The second sentence of Section 8.3 is hereby deleted in its entirety and replaced with the following:

 	 	 	“Notwithstanding anything to the contrary herein contained, however, it is understood and agreed that (x) all net proceeds received by the Lessor Manager (on behalf of the LLC) from the sale of the Settlement Agreement Additional Lessor Notes shall be distributed immediately upon receipt to the Members in proportion to their Percentage Interests, and (y) the Lessor Manager shall not be obligated to make any distribution until the funds for such distribution have been received by the Lessor Manager in cash or other immediately available funds.”	
 		
 	(d)	 	Sections 9.1(c) and 9.1(d) of the LLC Agreement are each hereby amended by adding the following sentence at the end of each such Section:	
 		
 	 	 	“Notwithstanding the foregoing or anything to the contrary contained in this Agreement, nothing in this Agreement shall prevent or preclude the Owner Lessor from taking any of the following actions (each of which shall be expressly permitted hereunder): (x) selling any Lessor Notes acquired pursuant to 4.4(e) of any Collateral Trust Indenture to any Affiliate or issuing any Settlement Agreement Lessor Notes to any Affiliate, (y) consummating the transactions contemplated in Section 1.3 of the Settlement Agreement or (z) directing or instructing the Indenture Trustee to deposit any amounts representing the Equity Portion of Periodic Rent and/or the Equity Portion of Termination Value directly to any bank account maintained by (and in the name of) any of its Affiliates.	
Section 3. Settlement Agreement Additional Lessor Notes . The parties acknowledge and agree to the issuance of the Settlement Agreement Additional Lessor Notes, as provided for in
 17 

 

Section 2.12(a) of the Collateral Trust Indenture (as amended by this Amendment), which Settlement Agreement Additional Lessor Notes shall be issued substantially in the form attached hereto as Schedule C. The parties additionally acknowledge and agree that, notwithstanding anything to the contrary contained in any Operative Documents or in any other agreement or undertaking relating to the Overall Transactions, nothing shall limit or preclude (i) the Owner Lessors from distributing the proceeds received from the sale of the Settlement Agreement Additional Lessor Notes to its Member and (ii) the Owner Participant from distributing any such proceeds to its Member or to any other Affiliate of the Owner Lessor.
Section 4. Amendments, Modifications and Waivers of Operative Documents Pursuant to Settlement Agreement. Each party hereto hereby ratifies and consents to the amendments, modifications and waivers made to the Operative Documents pursuant to the Settlement Agreement.
Section 5. Continuing Obligations, Preservation of Rights . The parties acknowledge and agree that all rights and obligations of the Pass Through Trustees, the Pass Through Company and any Certificateholder under the Operative Documents for any period prior to the effective date of this Amendment (or, in the case of any rights under the Operative Documents referred to in Section 2.01(j), 2.01(l) and 2.05(f) above, for any period prior to the PTT Indemnity Limitation Date referred to in Section 2.01(j) above) shall survive and shall be subject to the terms and conditions set forth in such Operative Document as in effect immediately prior to the effectiveness of this Amendment.
Section 6. Certain Clarifications . Each of the parties to each of the Operative Documents hereby agree and confirm their mutual understanding regarding the intent and interpretation of the following clauses of the Broad River Transaction Documents and the Broad River Collateral Enhancement Documents (without in any manner, except as expressly and specifically set forth below, otherwise limiting the applicability of any such clause, the interpretation thereof or the intent set forth therein):
6.01 Intercompany Loans/Advances . Section 5.15 of each Participation Agreement applies to and prohibits any and all extensions of credit, loans, advances or other transfers of funds of any nature (including any thereof to or for the benefit of the Facility Lessee), it being expressly acknowledged and agreed that, so long as a Lease Event of Default shall not have occurred and be continuing, Section 5.15 does not apply to or limit any dividend or other distribution payable solely on, and in respect of, the membership interests of the Facility Lessee in the nature of a return on or of such membership interests.
6.02 Security Interest . Section 2(a) of each of the Pledge Agreements is hereby amended by adding a new sentence to the end of such Section as follows:
“Notwithstanding anything to the contrary provided herein, except during such time as a Lease Event of Default shall have occurred and be continuing, Pledgor shall have all rights to retain and use free of the security interest created hereunder any and all dividends or other distributions payable on, and in respect of, the membership interests of the Facility Lessee in the nature of a return on or of such membership interests
 18 

 

(collectively, a “ Dividend ”) to the extent any such Dividend is paid or distributed in accordance with the Operative Documents.”
Section 7. Effectiveness . All amendments and other agreements set forth in Sections 2, 3, 4 and 5 of this Amendment shall become effective on the first day (the “ Effective Date ”) that all parties hereto shall have executed this Amendment and all conditions precedent as set forth in Section 2.1 of that certain Settlement Agreement, dated as of June 14, 2006 (the “ Settlement Agreement ”), among, inter alia , Calpine, certain of controlled subsidiaries of Calpine (including Broad River), CIT Credit Group USA Inc., and the Broad River Owner Lessors, shall have been satisfied or waived in writing, in whole or in part, by each of the parties thereto.
Section 8. Amendments; Extensions . Except as expressly provided herein, the terms of this Amendment may be modified, amended or waived only by an instrument in writing executed by each of the parties hereto.
Section 9. Continuing Effect . Except as expressly provided, amended or modified herein or in any of the transactions contemplated hereby, the Broad River Transaction Documents and the Broad River Collateral Enhancement Documents shall remain unchanged and in full force and effect, and all rights, powers and remedies of the parties are hereby expressly reserved.
Section 10. Representations and Warranties . Each Person executing this Amendment represents, warrants and covenants that he/she has the full right and authority to enter into this Amendment on behalf of the party hereto on whose behalf such execution is made, and has the full right and authority to fully bind said party to the terms and obligations of this Amendment.
Section 11. Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart.
Section 12. Benefit of Agreement. This Amendment is solely for the benefit of the signatories hereto (and their respective successors and assigns), and no other Person (including without limitation any other creditor of or claimant against the Facility Lessee, the Pledgor or Calpine or any member or shareholder of the Facility Lessee, the Pledgor or Calpine) shall have any rights under, or because of the existence of, this Amendment.
Section 13. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 14. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
Section 15. Further Assurances. Each of the parties hereto shall execute all additional documents and do all acts not specifically referred to herein which are reasonably necessary to effectuate the intent of this Amendment.
 19 

 

Section 16. Binding Effect. This Amendment shall be binding upon and shall inure to the benefit of the parties signatory hereto and their respective legal representatives, heirs, successors and assigns, including, but not limited to, any successor Noteholder or any chapter 7 or chapter 11 trustee appointed by the Bankruptcy Court.
[SIGNATURE PAGES FOLLOW]
 20 

 

          IN WITNESS WHEREOF, the parties hereto, by their officers duly authorized, have caused this Amendment to be duly executed and delivered as of the date first above written.
 	 	 	 	 	 	 	
 	 	BROAD RIVER ENERGY LLC ,
as Facility Lessee	 	 	
 	 	 	 	 	 	 	
 	 	by:	 	   /s/ Zamir Rauf
 
Name: Zamir Rauf	 	 	
 	 	 	 	Title: Authorized Agent	 	 	

 

 	 	 	 	 	 	 	
 	 	CALPINE CORPORATION	 	 	
 	 	 	 	 	 	 	
 	 	by:	 	   /s/ Zamir Rauf
 
Name: Zamir Rauf	 	 	
 	 	 	 	Title: Senior Vice President	 	 	

 

 	 	 	 	 	 	 	
 	 	BROAD RIVER HOLDINGS, LLC ,	 	 	
 	 	as Pledgor under each of the Pledge Agreements	
 	 	 	 	 	 	 	
 	 	by:	 	   /s/ Zamir Rauf
 
Name: Zamir Rauf	 	 	
 	 	 	 	Title: Authorized Agent	 	 	

 

 	 	 	 	 	 	 	
 	 	BROAD RIVER OL-1, LLC ,	 	 	
 	 	as Owner Lessor and as Noteholder	 	 	
 	 	 	 	 	 	 	
 	 	By: WELLS FARGO BANK NORTHWEST,	
 	 	NATIONAL ASSOCIATION	 	 	
 	 	not in its individual capacity but solely as
Lessor Manager	 	 	
 	 	 	 	 	 	 	
 	 	by:	 	   /s/ Robert L. Reynolds
 
Name: Robert L. Reynolds	 	 	
 	 	 	 	Title: Vice President	 	 	

 

 	 	 	 	 	 	 	
 	 	BROAD RIVER OL-2, LLC ,	 	 	
 	 	as Owner Lessor and as Noteholder	 	 	
 	 	 	 	 	 	 	
 	 	By: WELLS FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION	
 	 	not in its individual capacity but solely as
Lessor Manager	 	 	
 	 	 	 	 	 	 	
 	 	by:	 	   /s/ Robert L. Reynolds
 
Name: Robert L. Reynolds	 	 	
 	 	 	 	Title: Vice President	 	 	

 

 	 	 	 	 	 	 	
 	 	BROAD RIVER OL-3, LLC ,	 	 	
 	 	as Owner Lessor and as Noteholder	 	 	
 	 	 	 	 	 	 	
 	 	By: WELLS FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION	
 	 	not in its individual capacity but solely as
Lessor Manager	 	 	
 	 	 	 	 	 	 	
 	 	by:	 	   /s/ Robert L. Reynolds
 
Name: Robert L. Reynolds	 	 	
 	 	 	 	Title: Vice President	 	 	

 

 	 	 	 	 	 	 	
 	 	BROAD RIVER OL-4, LLC ,	 	 	
 	 	as Owner Lessor and as Noteholder	 	 	
 	 	 	 	 	 	 	
 	 	By: WELLS FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION	
 	 	not in its individual capacity but solely as
Lessor Manager	 	 	
 	 	 	 	 	 	 	
 	 	by:	 	   /s/ Robert L. Reynolds
 
Name: Robert L. Reynolds	 	 	
 	 	 	 	Title: Vice President	 	 	

 

 	 	 	 	 	 	 	
 	 	SBR OP-1 LLC ,	 	 	
 	 	as Owner Participant	 	 	
 	 	 	 	 	 	 	
 	 	by:	 	   /s/ Robert L. Reynolds
 
Name: Robert L. Reynolds	 	 	
 	 	 	 	Title: Vice President	 	 	

 

 	 	 	 	 	 	 	
 	 	SBR OP-2 LLC ,	 	 	
 	 	as Owner Participant	 	 	
 	 	 	 	 	 	 	
 	 	by:	 	   /s/ Robert L. Reynolds
 
Name: Robert L. Reynolds	 	 	
 	 	 	 	Title: Vice President	 	 	

 

 	 	 	 	 	 	 	
 	 	SBR OP-3 LLC ,	 	 	
 	 	as Owner Participant	 	 	
 	 	 	 	 	 	 	
 	 	by:	 	   /s/ Robert L. Reynolds
 
Name: Robert L. Reynolds	 	 	
 	 	 	 	Title: Vice President	 	 	

 

 	 	 	 	 	 	 	
 	 	SBR OP-4 LLC ,	 	 	
 	 	as Owner Participant	 	 	
 	 	 	 	 	 	 	
 	 	by:	 	   /s/ Robert L. Reynolds
 
Name: Robert L. Reynolds	 	 	
 	 	 	 	Title: Vice President	 	 	

 

 	 	 	 	 	 	 	
 	 	U.S. BANK NATIONAL ASSOCIATION,	 	 	
 	 	as Indenture Trustee	 	 	
 	 	 	 	 	 	 	
 	 	by:	 	   /s/ Pamela J. Wieder
 
Name: Pamela J. Wieder	 	 	
 	 	 	 	Title: V.P.	 	 	

 

 	 	 	 	 	 	 	
 	 	U.S. BANK NATIONAL ASSOCIATION ,	 	 	
 	 	as Pass Through Trustee under each of the Pass Through Trust Agreements	 	 	
 	 	 	 	 	 	 	
 	 	by:	 	   /s/ Pamela J. Wieder
 
Name: Pamela J. Wieder	 	 	
 	 	 	 	Title: V.P.	 	 	

 

 	 	 	 	 	 	 	
 	 	BRSP, LLC ,	 	 	
 	 	as Noteholder	 	 	
 	 	 	 	 	 	 	
 	 	by:	 	   /s/ Harold J. Schroeder
 
Name: Harold J. Schroeder	 	 	
 	 	 	 	Title: Senior Vice President	 	 	

 

 	 	 	 	 	 	 	
 	 	WELLS FARGO BANK NORTHWEST,	 	 	
 	 	   NATIONAL ASSOCIATION ,	 	 	
 	 	as Lessor Manager	 	 	
 	 	 	 	 	 	 	
 	 	by:	 	   /s/ Robert L. Reynolds
 
Name: Robert L. Reynolds	 	 	
 	 	 	 	Title: Vice President	 	 	

 

Schedule A
Broad River Transaction Documents
 	 	 	 	 	 	 	
 	 	 	1.	 	 	Participation Agreement (BR-1)	
 		
 	 	 	2.	 	 	Participation Agreement (BR-2)	
 		
 	 	 	3.	 	 	Participation Agreement (BR-3)	
 		
 	 	 	4.	 	 	Participation Agreement (BR-4)	
 		
 	 	 	5.	 	 	Assignment Agreement (BR-1)	
 		
 	 	 	6.	 	 	Assignment Agreement (BR-2)	
 		
 	 	 	7.	 	 	Assignment Agreement (BR-3)	
 		
 	 	 	8.	 	 	Assignment Agreement (BR-4)	
 		
 	 	 	9.	 	 	Facility Lease (BR-1)	
 		
 	 	 	10.	 	 	Facility Lease (BR-2)	
 		
 	 	 	11.	 	 	Facility Lease (BR-3)	
 		
 	 	 	12.	 	 	Facility Lease (BR-4)	
 		
 	 	 	13.	 	 	Facility Site Lease (BR-1)	
 		
 	 	 	14.	 	 	Facility Site Lease (BR-2)	
 		
 	 	 	15.	 	 	Facility Site Lease (BR-3)	
 		
 	 	 	16.	 	 	Facility Site Lease (BR-4)	
 		
 	 	 	17.	 	 	Springing Facility Site Lease (BR-1)	
 		
 	 	 	18.	 	 	Springing Facility Site Lease (BR-2)	
 		
 	 	 	19.	 	 	Springing Facility Site Lease (BR-3)	
 		
 	 	 	20.	 	 	Springing Facility Site Lease (BR-4)	
 		
 	 	 	21.	 	 	Springing Facility Site Sublease (BR-1)	
 		
 	 	 	22.	 	 	Springing Facility Site Sublease (BR-2)	
 		
 	 	 	23.	 	 	Springing Facility Site Sublease (BR-3)	
 		
 	 	 	24.	 	 	Springing Facility Site Sublease (BR-4)	
 		
 	 	 	25.	 	 	Pass Through Trust Agreement A	
 		
 	 	 	26.	 	 	Pass Through Trust Agreement B	
 		
 	 	 	27.	 	 	Tax Indemnity Agreement (BR-1)	
 		
 	 	 	28.	 	 	Tax Indemnity Agreement (BR-2)	
 		
 	 	 	29.	 	 	Tax Indemnity Agreement (BR-3)	
 		
 	 	 	30.	 	 	Tax Indemnity Agreement (BR-4)	
 		
 	 	 	31.	 	 	Tri-Party Agreement	
 		
 	 	 	32.	 	 	Certificate Purchase Agreement	
 		
 	 	 	33.	 	 	Ownership and Operation Agreement	
 		
 	 	 	34.	 	 	Collateral Trust Indenture (BR-1)	
 		
 	 	 	35.	 	 	Collateral Trust Indenture (BR-2)	
 		
 	 	 	36.	 	 	Collateral Trust Indenture (BR-3)	
 		
 	 	 	37.	 	 	Collateral Trust Indenture (BR-4)	
 		
 	 	 	38.	 	 	Lessor Notes	
 		
 	 	 	39.	 	 	Certificates	
 		
 	 	 	40.	 	 	Calpine Guaranty (BR-1)	
 		
 	 	 	41.	 	 	Calpine Guaranty (BR-2)	
 		
 	 	 	42.	 	 	Calpine Guaranty (BR-3)	
 		
 	 	 	43.	 	 	Calpine Guaranty (BR-4)	
 		
 	 	 	44.	 	 	OP Parent Guaranty (BR-1)	
 		
 	 	 	45.	 	 	OP Parent Guaranty (BR-2)	
 		
 	 	 	46.	 	 	OP Parent Guaranty (BR-3)	
 		
 	 	 	47.	 	 	OP Parent Guaranty (BR-4)	

 

Schedule B
Broad River Collateral Enhancement Documents

 	1.	 	Letter Agreement regarding consent and waiver, dated September 30, 2003, among Calpine, South Point, Broad River, RockGen, U.S. Bank National Association, and each of the Broad River, South Point and RockGen Owner Participants and each of the Broad River, South Point and RockGen Owner Lessors	
 		
 	2.	 	Letter Agreement, dated as of September 30, 2003, regarding certain waivers by each Facility Lessee of rights under 7.1 of the Participation Agreements, among Calpine, South Point, Broad River, RockGen, and each of the Broad River, South Point and RockGen Owner Participants and each of the Broad River, South Point and RockGen Owner Lessors	
 		
 	3.	 	Agreement, dated as of September 30, 2003, among Calpine, South Point, Broad River, RockGen, and Newcourt Capital USA Inc.	
 		
 	4.	 	Pledge and Security Agreement (BR-1), dated September 30, 2003, among Broad River Holdings, LLC, Calpine, Broad River and Broad River OL-1, LLC	
 		
 	5.	 	Pledge and Security Agreement (BR-2), dated September 30, 2003, among Broad River Holdings, LLC, Calpine, Broad River and Broad River OL-2, LLC	
 		
 	6.	 	Pledge and Security Agreement (BR-3), dated September 30, 2003, among Broad River Holdings, LLC, Calpine, Broad River and Broad River OL-3, LLC	
 		
 	7.	 	Pledge and Security Agreement (BR-4), dated September 30, 2003, among Broad River Holdings, LLC, Calpine, Broad River and Broad River OL-4, LLC	
 		
 	8.	 	Supplemental Indenture (BR-1), dated September 30, 2003, Broad River OL-1, LLC and U.S. Bank National Association	
 		
 	9.	 	Supplemental Indenture (BR-2), dated September 30, 2003, Broad River OL-2, LLC and U.S. Bank National Association	
 		
 	10.	 	Supplemental Indenture (BR-3), dated September 30, 2003, Broad River OL-3, LLC and U.S. Bank National Association	
 		
 	11.	 	Supplemental Indenture (BR-4), dated September 30, 2003, Broad River OL-4, LLC and U.S. Bank National Association	
 B-1-1 

 

Schedule C
FORM OF BROAD RIVER SETTLEMENT AGREEMENT ADDITIONAL
LESSOR NOTES SERIES [A][B]
BROAD RIVER OL-[_], LLC
NONRECOURSE PROMISSORY NOTE (BROAD RIVER-SETTLEMENT
AGREEMENT ADDITIONAL LESSOR NOTES) DUE IN
A SERIES OF INSTALLMENTS OF PRINCIPAL
WITH FINAL PAYMENT DATE
OF MAY 30, [2012] [2019]
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED,
SOLD OR OFFERED FOR SALE IN VIOLATION OF SUCH ACT
Issued at: New York, New York
Issue Date: July __, 2006
$[_____]
     BROAD RIVER OL-[_], LLC, a Delaware limited liability company (herein called the “ Owner Lessor ”, which term includes any successor person under the Collateral Trust Indenture hereinafter referred to), hereby promises to pay to BRSP, LLC, or its registered assigns, the principal sum of $[___], which is due and payable in a series of installments of principal with a final payment date of May 30, [2012][2019] together with interest at the rate of [8.40 for Series A][9.825 for Series B]% per annum on the principal remaining unpaid from time to time from and including the date subsequent to the Issue Date until paid in full. Interest on the outstanding principal amount under this Note shall be due and payable in arrears semiannually at the rate specified above, commencing on November 30, 2006, and on each May 30 and November 30 thereafter until the principal of this Note is paid in full or made available for payment. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.
     The principal of this Note shall be due and payable in installments on each of the dates set forth on Schedule I hereto. The installment of principal payable on any such date shall be in an aggregate amount equal to the product of the Principal Portion set forth on Schedule I multiplied by the percentage set forth on Schedule I
 B-1-2 

 

under the column headed “Percentage of Principal Amount Payable” for such date unless the Principal Portion has been prepaid; provided , that the final installment of principal shall be equal to the then unpaid principal balance of this Note.
     Capitalized terms used in this Note that are not otherwise defined herein shall have the meanings ascribed thereto in the Indenture of Trust, Mortgage and Security Agreement dated as of October 18, 2001 (the “ Collateral Trust Indenture ”), between the Owner Lessor and U.S. Bank, National Association as successor in interest to State Street Bank and Trust Company of Connecticut, National Association, as trustee (the “ Indenture Trustee ”).
     Interest (computed on the basis of a 360-day year of twelve 30-day months) on any overdue principal and premium, if any, and (to the extent permitted by Applicable Law) any overdue interest shall be paid, on demand, from the due date thereof at the Overdue Rate for the period during which any such principal, premium or interest shall be overdue.
     In the event any date on which a payment is due under this Note is not a Business Day, then payment thereof shall be made on the next succeeding Business Day with the same force and effect as if made on the date on which such payment was due.
     Except as otherwise specifically provided in the Collateral Trust Indenture and in the Participation Agreement, all payments of principal, premium, if any, and interest on this Note, and all payments of any other amounts due hereunder or under the Collateral Trust Indenture shall be made only from the Indenture Estate, and the Indenture Trustee shall have no obligation for the payment thereof except to the extent that the Indenture Trustee shall have sufficient income or proceeds from the Indenture Estate to make such payments in accordance with the terms of Section 3 of the Collateral Trust Indenture. The holder hereof, by its acceptance of this Note, agrees that it will look solely to the income and proceeds from the Indenture Estate to the extent available for distribution to the holder hereof, as herein provided, and that, none of the Owner Participant, the Owner Lessor or the Indenture Trustee is or shall be personally liable to the holder hereof for any amounts payable under this Note or under the Collateral Trust Indenture, or, except as expressly provided in the Collateral Trust Indenture or, in the case of the Owner Participant and the Owner Lessor, the Participation Agreement for any performance to be rendered under the Collateral Trust Indenture or any Assigned Document or for any liability under the Collateral Trust Indenture or any Assigned Document.
     The principal of and premium, if any, and interest on this Note shall be paid by the Indenture Trustee, without any presentment or surrender of this Note, except
 B-1-3 

 

that, in the case of the final payment in respect of this Note, this Note shall be surrendered to the Indenture Trustee, by mailing a check for the amount then due and payable, in New York Clearing House funds, to the Noteholder, at the last address of the Noteholder appearing on the Note Register, or by whichever of the following methods specified by notice from the Noteholder to the Indenture Trustee: (a) by crediting the amount to be distributed to the Noteholder to an account maintained by the Noteholder with the Indenture Trustee, (b) by making such payment to the Noteholder in immediately available funds at the Indenture Trustee Office, or (c) by transferring such amount in immediately available funds for the account of the Noteholder to the banking institution having bank wire transfer facilities as shall be specified by the Noteholder, such transfer to be subject to telephonic confirmation of payment. All payments due with respect to this Note shall be made (i) as soon as practicable prior to the close of business on the date the amounts to be distributed by the Indenture Trustee are actually received by the Indenture Trustee if such amounts are received by 12:00 noon, New York City time, on a Business Day or (ii) on the next succeeding Business Day if received after such time or if received on any day other than a Business Day. Prior to due presentment for registration of transfer of this Note, the Owner Lessor and the Indenture Trustee may deem and treat the Person in whose name this Note is registered on the Note Register as the absolute owner and holder of this Note for the purpose of receiving payment of all amounts payable with respect to this Note and for all other purposes, and neither the Owner Lessor nor the Indenture Trustee shall be affected by any notice to the contrary. All payments made on this Note in accordance with the provisions of this paragraph shall be valid and effective to satisfy and discharge the liability on this Note to the extent of the sums so paid and neither the Indenture Trustee nor the Owner Lessor shall have any liability in respect of such payment.
     The holder hereof, by its acceptance of this Note, agrees that each payment received by it hereunder shall be applied in the manner set forth in Section 2.7 of the Collateral Trust Indenture, which provides that each payment on the Note shall be applied as follows: first , to the payment of accrued interest (including interest on overdue principal and the Make Whole Amount, if any, and, to the extent permitted by Applicable Law, overdue interest) on this Note to the date of such payment; second , to the payment of the principal amount of, and the Make Whole Amount, if any, on this Note then due (including any overdue installments of principal) thereunder; and third , to the extent permitted by Section 2.10 of the Collateral Trust Indenture, the balance, if any, remaining thereafter, to the payment of the principal amount of, and the Make Whole Amount, if any, on this Note.
     This Note is the Note referred to in the Collateral Trust Indenture as the “Settlement Agreement Additional Lessor Note”. The Collateral Trust Indenture permits the issuance of additional notes (“ Additional Lessor Notes ”), as provided in
 B-1-4 

 

Section 2.12 of the Collateral Trust Indenture, and the several Notes may be for varying principal amounts and may have different maturity dates (not later than the final maturity date of the applicable series of the Initial Lessor Notes), interest rates, redemption provisions and other terms. The properties of the Owner Lessor included in the Indenture Estate are pledged or mortgaged to the Indenture Trustee to the extent provided in the Collateral Trust Indenture as security for the payment of the principal of and premium, if any, and interest on this Note and all other Notes issued and outstanding from time to time under the Collateral Trust Indenture.
     Reference is hereby made to the Collateral Trust Indenture for a statement of the rights of the holder of, and the nature and extent of the security for, this Note and of the rights of, and the nature and extent of the security for, the holders of the other Notes and of certain rights of the Owner Lessor and the Owner Participant, as well as for a statement of the terms and conditions of the trust created by the Collateral Trust Indenture, to all of which terms and conditions the holder hereof agrees by its acceptance of this Note.
     This Note is subject to redemption, in whole but not in part as provided in the Collateral Trust Indenture, as follows: (x) in the case of redemptions under the circumstances set forth in Section 2.10(a) of the Collateral Trust Indenture, at a price equal to the principal amount of this Note being redeemed together with accrued interest on such principal amount to the Redemption Date, and (y) in the case of redemptions under the circumstances set forth in Sections 2.10(d) of the Collateral Trust Indenture, at a price equal to the principal amount of this Note then outstanding together with accrued interest on such principal amount to the Redemption Date, plus the Make-Whole Amount, if any; provided , however , that no such redemption shall be made until notice thereof is given by the Indenture Trustee to the holder hereof as provided in the Collateral Trust Indenture.
     In case either (i) a Regulatory Event of Loss under the Facility Lease shall occur or (ii) the Facility Lease shall have been terminated pursuant to Section 13.1 or 13.2 thereof where the Facility Lessee purchases the Undivided Interest from the Owner Lessor, the obligations of the Owner Lessor under this Note may, subject to the conditions set forth in Section 2.10(b) of the Collateral Trust Indenture, be assumed in whole (but not in part) by the Facility Lessee in which case the Owner Lessor shall be released and discharged from all such obligations. In connection with such an assumption, the holder of this Note may be required to exchange this Note for a new Note evidencing such assumption.
     In case a Collateral Trust Indenture Event of Default shall occur and be continuing, the unpaid balance of the principal of this Note together with all accrued but unpaid interest thereon may, subject to certain rights of the Owner Lessor and the
 B-1-5 

 

Owner Participant contained or referred to in the Collateral Trust Indenture, be declared or may become due and payable in the manner and with the effect provided in the Collateral Trust Indenture.
     There shall be maintained at the Indenture Trustee Office a register for the purpose of registering transfers and exchanges of Notes in the manner provided in the Collateral Trust Indenture. The transfer of this Note is registrable, as provided in the Collateral Trust Indenture, upon surrender of this Note for registration of transfer duly accompanied by a written instrument of transfer duly executed by or on behalf of the registered holder hereof, together with the amount of any applicable transfer taxes.
     It is expressly understood and agreed by the holder of this Note that (a) this Note is executed and delivered by Wells Fargo Bank Northwest, National Association, not individually or personally but solely as the lessor manager (the “Lessor Manager”), of the Owner Lessor, in the exercise of the powers and authority conferred and vested in it pursuant thereto, (b) each of the undertakings and agreements in this Note made on the part of the Owner Lessor is made and intended not as personal undertakings and agreements by the Lessor Manager but is made and intended for the purpose for binding only the Owner Lessor, (c) nothing contained in this Note shall be construed as creating any liability on the Lessor Manager individually or personally, to perform any covenant either expressed or implied contained in this Note, all such liability, if any, being expressly waived by the holder of this Note or by any Person claiming by, through or under such holder, and (d) under no circumstances shall the Lessor Manager, be personally liable for the payment of any indebtedness or expenses of the Owner Lessor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Owner Lessor under this Note.
     This Note shall be governed by the laws of the State of New York.
 B-1-6 

 

     IN WITNESS WHEREOF, the Owner Lessor has caused this Note to be duly executed as of the date hereof.
 	 	 	 	 	 	 	
 	 	BROAD RIVER OL-[_], LLC	 	 	
 	 	a Delaware limited liability company,	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	Wells Fargo Bank Northwest, National Association, not in its individual capacity but solely as the Lessor Manager	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	 	 	 	
 	 	 	 	 
Name:	 	 	
 	 	 	 	Title:	 	 	

 

     This is the Settlement Agreement Additional Lessor Note referred to in the within-mentioned Collateral Trust Indenture duly executed as of the date hereof.
 	 	 	 	 	
 	 	U.S. BANK NATIONAL ASSOCIATION,
as successor in interest to STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, not in its individual capacity, but solely as
the Indenture Trustee	

 	 	 	
 	 	Name:	 	 	
 	 	Title:	 	 	

 

FORM OF TRANSFER NOTICE
          FOR VALUE RECEIVED the undersigned registered holder hereby sell(s) assign(s) and transfer(s) unto
 	 	 	
Insert Taxpayer Identification No.	

 	 	 	
 	 	 	
(Please print or typewrite name and address including zip code of assignee)	

the within Note and all rights thereunder, hereby irrevocably constituting and appointing	

attorney to transfer said Note on the books of the Issuer with full power of substitution in the premises.	
 	 	 	 	 	 	 	
Date:	 	 	 	 	 	 	
 	 	 	 	 	 	 	
 	 	 	 	 	 	(Signature of Transferor)	
 	 	 	 	 	 	 	
 	 	 	 	 	 	NOTE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.	

 

SCHEDULE I
TO NOTE
Schedule Of Principal Amortization
Series A Settlement Agreement Additional Lessor Note.
Principal Portion: $_________
 	 	 	 	 	
 	 	Percentage of Principal	
Regular Distribution Date	 	Amount Payable	
November 30, 2006	 	 	12.50000000	%	
May 30, 2007	 	 	13.76811594	%	
November 30, 2007	 	 	14.67391304	%	
May 30, 2008	 	 	16.12318841	%	
November 30, 2008	 	 	17.02898551	%	
May 30, 2009	 	 	18.29710145	%	
November 30, 2009	 	 	7.60869565	%	

Total	 	 	100.00000000	%	
 	 	 	 	 	
Omnibus Amendment to
Operative Documents and Agreement — Broad River

 

Series B Settlement Agreement Additional Lessor Note.
Principal Portion: $                     
 	 	 	 	 	
 	 	Percentage of Principal	
Regular Distribution Date	 	Amount Payable	
November 30, 2006	 	 	0.00000000	%	
May 30, 2007	 	 	0.00000000	%	
November 30, 2007	 	 	0.00000000	%	
May 30, 2008	 	 	0.00000000	%	
November 30, 2008	 	 	0.00000000	%	
May 30, 2009	 	 	0.00000000	%	
November 30, 2009	 	 	0.00000000	%	
May 30, 2010	 	 	0.00000000	%	
November 30, 2010	 	 	0.00000000	%	
May 30, 2011	 	 	0.00000000	%	
November 30, 2011	 	 	0.00000000	%	
May 30, 2012	 	 	0.00000000	%	
November 30, 2012	 	 	0.00000000	%	
May 30, 2013	 	 	0.00000000	%	
November 30, 2013	 	 	0.00000000	%	
May 30, 2014	 	 	0.00000000	%	
November 30, 2014	 	 	0.00000000	%	
May 30, 2015	 	 	0.00000000	%	
November 30, 2015	 	 	0.00000000	%	
May 30, 2016	 	 	0.00000000	%	
November 30, 2016	 	 	0.00000000	%	
May 30, 2017	 	 	0.00000000	%	
November 30, 2017	 	 	0.00000000	%	
May 30, 2018	 	 	0.00000000	%	
November 30, 2018	 	 	0.00000000	%	
May 30, 2019	 	 	100.00000000	%	

Total	 	 	100.00000000	%	
 	 	 	 	 	
Omnibus Amendment to
Operative Documents and Agreement — Broad River

 

Exhibit 10.1.1.6
EXECUTION COPY
THIRD AMENDMENT
          THIRD AMENDMENT (this “ Amendment ”), dated as of December 20, 2006, to the Amended and Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 23, 2006 (as heretofore amended, supplemented or otherwise modified, the “ Credit Agreement ”), among (i) CALPINE CORPORATION (the “ Borrower ”), (ii) the subsidiaries of the Borrower named therein (the “ Guarantors ”), (iii) CREDIT SUISSE SECURITIES (USA) LLC and DEUTSCHE BANK SECURITIES INC. (“ DBSI ”), as joint syndication agents (in such capacities, collectively, the “ Syndication Agents ”), (iv) DEUTSCHE BANK TRUST COMPANY AMERICAS (“ DB ”), as administrative agent for the First Priority Lenders hereunder (in such capacity and including any successors, the “ First Priority Agent ”), (v) GENERAL ELECTRIC CAPITAL CORPORATION (including its successors, “ GE Capital ”), as Sub-Agent for the Revolving Lenders hereunder (in such capacity and including any successors, the “ Sub-Agent ”), (vi) CREDIT SUISSE (“ CS ”), as administrative agent for the Second Priority Term Lenders hereunder (in such capacity and including any successors, the “ Second Priority Agent ”), (vii) LANDESBANK HESSEN THÜRINGEN GIROZENTRALE, NEW YORK BRANCH, GE CAPITAL and HSH NORDBANK AG, NEW YORK BRANCH, as joint documentation agents for the First Priority Lenders hereunder, and BAYERISCHE LANDESBANK, GE CAPITAL and UNION BANK OF CALIFORNIA, N.A., as joint documentation agents for the Second Priority Lenders hereunder (in such capacities and including any successors, collectively, the “ Documentation Agents ”), and (viii) each of the financial institutions from time to time party thereto (collectively, the “ Lenders ”).
WITNESSETH:
          WHEREAS, the Borrower, the Lenders and the Agents are parties to the Credit Agreement;
          WHEREAS, the Borrower has requested that the Lenders agree to amend certain financial covenants and other provisions of the Credit Agreement as set forth below; and
          WHEREAS, the Lenders have agreed to such requested amendments, but only upon the terms and conditions set forth herein;
          NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, and for other valuable consideration the receipt of which is hereby acknowledged, the Borrower, the Lenders and the Administrative Agents hereby agree as follows:

 

 2 
          SECTION 1. DEFINITIONS. Unless otherwise defined herein, capitalized terms are used herein as defined in the Credit Agreement.
          SECTION 2. AMENDMENTS.
               2.1 Amendments to Section 1.1 . Section 1.1 of the Credit Agreement is hereby amended by adding the following new defined terms in their appropriate alphabetical order:
          ““ CalGen Adequate Protection Stipulation ”: the “Agreed Order Further Modifying the Order Authorizing Use of Cash Collateral and Granting Adequate Protection” entered into among the Debtors, Wilmington Trust FSB, as indenture trustee, HSBC Bank USA, National Association, as indenture trustee, Manufacturers Traders & Trust Company, as indenture trustee, and Wilmington Trust Company, as collateral agent, in form and substance acceptable to the Administrative Agents and filed with the Bankruptcy Court on December 8, 2006, granting, inter-alia, adequate protection to CalGen Holdings, Inc. and/or any of its Subsidiaries.
          “ CalGen Cash Collateral Account ”: a segregated account of the Borrower or any of its Subsidiaries which is a Debtor into which Unrestricted Cash (as defined in the CalGen Adequate Protection Stipulation) distributed by the CalGen Parties pursuant to the Calgen Adequate Protection Stipulation is held pending the use of such Unrestricted Cash by the Borrower or such Subsidiary.
          “ CalGen Parties ”: collectively, CalGen Holdings, Inc. and its Subsidiaries.
          “ Goldendale ”: Goldendale Energy Center, LLC.
          “ Goldendale Newco ”: a limited liability company to be formed after the Third Amendment Effective Date which shall be a direct Subsidiary of Goldendale.
          “ Otay Mesa ”: Otay Mesa Energy Center, LLC.
          “ Otay Mesa Motion ”: the “Motion For Entry of an Order (A) Approving the PPA Reinstatement Agreement Between Certain of the Debtors, Otay Mesa Energy Center, LLC and San Diego Gas & Electric Company; (B) Authorizing Intercompany Transfers of Assets Comprising the Otay Mesa Project to Otay Mesa Energy Center, LLC Free and Clear of All Liens, Claims and Encumbrances and Other Interests; (C) Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection Therewith; (D) Authorizing Calpine Corporation to Make Capital Contributions to Otay Mesa Energy Center, LLC ; and (E) Granting Related Relief” filed by the Borrower and certain other Debtors in the Cases on October 23, 2006 (Docket number 2922), seeking the approval of the Bankruptcy Court for the transactions described therein, together with the order (which shall be in form and substance reasonably acceptable to the Administrative Agents), granting such motion.

 

 3 
          “ Third Amendment Effective Date ”: has the meaning set forth in the Third Amendment, dated as of December 20, 2006, to this Agreement.”.
          2.2 Amendment to Section 2.17 .
               (a) Section 2.17(b) of the Credit Agreement is hereby amended in its entirety to read as follows:
          “(b) Amounts to be applied in connection with prepayments of the Loans and Commitment reductions made pursuant to Section 2.17(a) shall be applied, first , to the prepayment of the First Priority Term Loans (in accordance with Section 2.20(b)) until the First Priority Term Loans are paid in full and, second , to the prepayment of the Second Priority Term Loans until paid in full. The application of any prepayment pursuant to Section 2.17 shall be made, first , to Base Rate Loans and, second , to Eurodollar Loans; provided , however , in connection with any such prepayments of the Term Loans pursuant to Section 2.17(a), such prepayments shall be applied on a pro rata basis to the then outstanding applicable Term Loans being prepaid irrespective of whether such outstanding Term Loans are Base Rate Loans or Eurodollar Loans; provided that if any Lender accepts such prepayment pursuant to Section 2.17(e), then, with respect to such prepayment, the amount of such prepayment shall be applied first to Term Loans that are Base Rate Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.23. Each prepayment of the Loans under Section 2.17 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.”.
               (b) Section 2.17(e) of the Credit Agreement is hereby amended in its entirety to read as follows:
          “(e) Notwithstanding anything to the contrary in Section 2.17(b) or 2.20, with respect to the amount of any mandatory prepayment described in Section 2.17 (such amount, the “ Prepayment Amount ”), the Borrower will, on the date specified in Section 2.17 for such prepayment, give the Administrative Agents telephonic notice (promptly confirmed in writing) requesting that the First Priority Agent prepare and provide to each First Priority Term Lender a notice (each, a “ Prepayment Option Notice ”) as described below. As promptly as practicable after receiving such notice from the Borrower, the First Priority Agent will send to each First Priority Term Lender a Prepayment Option Notice, which shall be substantially in the form of Exhibit I, and shall include an offer (“ Offer ”) by the Borrower to prepay on the date (each a “ Mandatory Prepayment Date ”) that is ten (10) Business Days after the date of the Prepayment Option Notice, the relevant First Priority Term Loans of such Lender by an amount equal to the portion of the Prepayment Amount indicated in such Lender’s Prepayment Option Notice. Each First Priority Term Lender may accept or reject the Offer contained in the Prepayment Option Notice. Unless the Offer is affirmatively accepted by a First Priority Term Lender as set forth below, the Offer shall be deemed rejected by such First Priority Term Lender. With respect to First Priority Term Lenders accepting such Offer, on the Mandatory Prepayment Date, the First Priority Agent shall

 

 4 
pay to the relevant First Priority Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant First Priority Term Loans in respect of which such Lenders have accepted prepayment. Any First Priority Term Lenders accepting such Offer must, as soon as practicable, but in no event later than five (5) Business Days after receipt of the Prepayment Option Notice, give the First Priority Agent telephonic notice (promptly confirmed in writing) of such acceptance and the First Priority Agent will give the Borrower corresponding telephonic notice (promptly confirmed in writing). The amount equal to the portion of the Prepayment Amount for which no notification of acceptance of the Offer was received will be used, subject to the provisions of this Section 2.17(e) set forth below, on the applicable Mandatory Prepayment Date to repay the Second Priority Term Loans in accordance with Section 2.17(b). Notwithstanding anything to the contrary contained in Section 2.17(b) or 2.20, with respect to the Prepayment Amount, the Borrower will, on the date specified in Section 2.17 for such prepayment or no later than five (5) Business Days after the applicable Mandatory Prepayment Date with respect to any amount not accepted by the First Priority Term Lenders and to be applied to the prepayment of the Second Priority Term Loans in accordance with the immediately preceding sentence, give the Administrative Agents telephonic notice (promptly confirmed in writing) requesting that the Second Priority Agent prepare and provide to each Second Priority Lender a Prepayment Option Notice. As described above, the Second Priority Agent will send to each Second Priority Lender a Prepayment Option Notice, which shall include an Offer by the Borrower to prepay on the Mandatory Prepayment Date the relevant Second Priority Term Loans of such Lender by an amount equal to the portion of the Prepayment Amount indicated in such Lender’s Prepayment Option Notice. Each Second Priority Term Lender may accept or reject the Offer contained in the Prepayment Option Notice. Unless the Offer is affirmatively accepted by a Second Priority Term Lender as set forth below, the Offer shall be deemed rejected by such Second Priority Term Lender. With respect to Second Priority Term Lenders accepting such Offer, on the Mandatory Prepayment Date, the First Priority Agent shall pay to the relevant Second Priority Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Second Priority Term Loans in respect of which such Lenders have accepted prepayment. Any Second Priority Term Lenders accepting such offer must, as soon as practicable, but in no event later than five (5) Business Days after receipt of the Prepayment Option Notice, give the Administrative Agents, telephonic notice (promptly confirmed in writing) of such acceptance and the Second Priority Agent will give the Borrower telephonic notice of the same (promptly confirmed in writing), and the amount equal to the portion of the Prepayment Amount for which no notification of acceptance of the Offer was received will be used to repay any outstanding Revolving Loans, provided that such repayments of the Revolving Loans shall not reduce the Total Revolving Commitments.”.
               2.3 Amendment to Section 6.1 . Section 6.1 of the Credit Agreement is hereby amended by deleting clause (n) thereof in its entirety and inserting in lieu thereof a new paragraph (n) as follows:
          “(n) Swap Agreements incurred in the ordinary course of business and consistent with applicable risk management guidelines established by the Borrower from time to time and delivered to the Administrative Agents and in connection with Swap

 

 5 
Agreements entered into with VMAC Energy I, LLC, associated reimbursement obligations, including with respect to letters of credit, to providers of credit support for such Swap Agreements in amounts not exceeding the notional amount of the Indebtedness outstanding under such Swap Agreements.”.
               2.4 Amendment to Section 6.2 . Section 6.2 of the Credit Agreement is hereby amended by (a) deleting the word “and” at the end of clause (m) therein, (b) deleting the period the period at the end of clause (n) therein and substituting in lieu thereof a semicolon and (c) adding immediately after clause (n) therein new clauses (o) and (p) as follows:
          “(o) first priority Liens on the Capital Stock of Otay Mesa to secure the obligations of Otay Mesa and its Subsidiaries under any Project Financing (as defined in the Otay Mesa Motion) entered into by Otay Mesa or any such Subsidiaries, as contemplated by the Otay Mesa Motion; it being understood that the Liens of the Administrative Agent, for the benefit of the Lenders, shall be released without any further action upon consummation of any such Project Financing in accordance with Section 21 of the Security and Pledge Agreement; and
          (p) Liens granted to the CalGen Parties pursuant to the CalGen Adequate Protection Stipulation.”.
               2.5 Amendment to Section 6.3 . Section 6.3 of the Credit Agreement is hereby amended by (a) deleting the word “and” at the end of clause (g) therein, (b) deleting the period at the end of clause (h) therein and substituting in lieu thereof “; and” and (c) adding immediately after clause (h) therein a new clause (i) as follows:
          “(i) Guarantee Obligations of the Borrower of obligations of Greenfield Project Partnership under the contract described in Section 6.5(l).”.
               2.6 Amendment to Section 6.4 . Section 6.4 of the Credit Agreement is hereby amended by (a) deleting the word “and” at the end of clause (f) therein, (b) deleting the period at the end of clause (g) therein and substituting in lieu thereof a semicolon and (c) adding immediately after clause (g) therein new clauses (h) and (i) as follows:
          “(h) creation by Goldendale of Goldendale Newco; and
          (i) with the prior written consent of the Administrative Agents, mergers, consolidations or liquidations not otherwise permitted above of Credit Parties or any of their Subsidiaries which are inactive or have de minimis assets.”.
               2.7 Amendment to Section 6.5 . Section 6.5 of the Credit Agreement is hereby amended by (a) deleting the word “and” at the end of clause (j) therein, (b) deleting the period at the end of clause (k) therein and substituting in lieu thereof a semicolon and (c) adding immediately after clause (k) therein new clauses (l), (m), (n), (o) and (p) as follows:
          “(l) the Disposition by the Borrower, directly or indirectly, to Greenfield Project Partnership of a purchase contract with Siemens Power Generation, Inc. relating

 

 6 
to warranties on turbines transferred to Greenfield Project Partnership prior to the Third Amendment Effective Date;
          (m) the Disposition by the Borrower and Calpine Power Corporation of (i) the Facility Assets, the Contributed Assets, the Interconnection Agreements, the CCMCI Assigned Contracts and the Calpine Assigned Contracts (each as defined in the Otay Mesa Motion) to Otay Mesa pursuant to the CTA (as defined in the Otay Mesa Motion) and (ii) the Lease and Sublease (each as defined in the Otay Mesa Motion) to San Diego Gas & Electric Company pursuant to the Reinstatement Agreement (as defined in the Otay Mesa Motion);
          (n) (i) the Disposition by Goldendale of all of its assets and liabilities to Goldendale Newco substantially contemporaneously with the consummation of the Disposition of all of the equity of Goldendale Newco owned by Goldendale and (ii) the Disposition of all of the equity of Goldendale Newco owned by Goldendale;
          (o) the Disposition of all of the equity interests in Towantic Energy, LLC and CPN Oxford, Inc., and upon the consummation of such Disposition the release of the guaranty and other obligations hereunder, and a release of the Liens under the Loan Documents on the equity interests and assets, of Towantic Energy LLC and CPN Oxford, Inc.; and
          (p) the Disposition of all of the equity interests in Skipanon Energy LLC., and upon the consummation of such Disposition the release of the guaranty and other obligations hereunder, and a release of the Liens under the Loan Documents on the equity interests and assets, of Skipanon Energy LLC”.
               2.8 Amendment to Section 6.7 . Section 6.7 of the Credit Agreement is hereby amended by:
               (a) adding at the end of clause (d) therein immediately before the semicolon “which may be expended at any time during the term of this Agreement”; and
               (b) deleting the date “December 31, 2006” where it appears in clause (l) therein and inserting in lieu thereof the phrase “the Maturity Date”; and
               (c)(i) deleting the word “and” at the end of clause (m) therein, (ii) by deleting the period at the end of clause (n) therein and substituting in lieu thereof “; and”, and (iii) by adding immediately after clause (n) therein a new clause (o) as follows:
          “(o) the Borrower may cause Letters of Credit in an aggregate amount not to exceed $25,000,000 to be issued hereunder in favor of San Diego Gas & Electric Company to support the obligations of Otay Mesa under the Amended PPA (as defined in the Otay Mesa Motion).”.
               2.9 Amendment to Section 6.10 . Section 6.10 of the Credit Agreement is hereby amended by adding at the end thereof a new sentence as follows:

 

 7 
          “For the purposes of Section 6.10 and Section 6.20, cash distributed by the CalGen Parties in accordance with the CalGen Cash Collateral Stipulation and on deposit in the CalGen Cash Collateral Account shall constitute “restricted cash” and the lien and security interest of the Lenders, the Collateral Agent and the Administrative Agents in the CalGen Cash Collateral Account and the amounts distributed by the CalGen Parties in accordance with the CalGen Cash Collateral Stipulation and deposited from time to time therein shall be junior to the liens granted to the CalGen Parties therein pursuant to the CalGen Adequate Protection Stipulation.”.
               2.10 Amendment to Section 6.11 . Section 6.11 of the Credit Agreement is hereby amended by adding at the end thereof immediately before the period the phrase “and Liens granted on the CalGen Cash Collateral Account in favor of the CalGen Parties pursuant to the CalGen Adequate Protection Stipulation and Liens on cash deposits provided as collateral pursuant to the terms of the Trading Order”.
               2.11 Amendment to Section 6.13 . Section 6.13 of the Credit Agreement is hereby amended by adding at the end of the second sentence thereof the following:
“ provided , that any such amount, if not so expended in the fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year”.
               2.12 Amendment to Section 6.17 . The table set forth in Section 6.17 of the Credit Agreement for the months ended December 31, 2006 through November 30, 2007 is hereby amended in its entirety to read as follows:
 	 	 	
“ Month	 	Geysers Leverage Ratio	
December 31, 2006	 	9.50:1.00	
January 31, 2007	 	9.75:1.00	
February 28, 2007	 	9.75:1.00	
March 31, 2007	 	10.00:1.00	
April 30, 2007	 	10.00:1.00	
May 31, 2007	 	10.00:1.00	
June 30, 2007	 	10.00:1.00	
July 31, 2007	 	10.00:1.00	
August 31, 2007	 	10.00:1.00	
September 30, 2007	 	10.00:1.00	
October 31, 2007	 	10.00:1.00	
November 30, 2007	 	10.00:1.00”.	
               2.13 Amendment to Section 6.18 . The table set forth in Section 6.18 of the Credit Agreement for the months ended December 31, 2006 through November 30, 2007 is hereby amended in its entirety to read as follows:
 	 	 	
“ Month	 	Geysers Interest Coverage Ratio	
December 31, 2006	 	1.25:1.00	
January 31, 2007	 	1.25:1.00	

 

 8 

“ Month	 	Geysers Interest Coverage Ratio	
February 28, 2007	 	1.25:1.00	
March 31, 2007	 	1.20:1.00	
April 30, 2007	 	1.20:1.00	
May 31, 2007	 	1.20:1.00	
June 30, 2007	 	1.20:1.00	
July 31, 2007	 	1.20:1.00	
August 31, 2007	 	1.20:1.00	
September 30, 2007	 	1.20:1.00	
October 31, 2007	 	1.20:1.00	
November 30, 2007	 	1.20:1.00”.	
               2.14 Amendment to Section 6.21 . Section 6.21 of the Credit Agreement is hereby amended by adding at the end of such Section immediately before the period the following “and other than the 2006 Adequate Protection Amount and the 2007 Adequate Protection Amount (as such terms are defined in the Agreed Order Further Modifying Order Authorizing Use of Cash Collateral and Granting Adequate Protection, entered by the Bankruptcy Court on or about December 20, 2006 (acceptable to the Administrative Agents and as entered on such date, the “ Agreed Order ”)) so long as (v) each such payment is made in accordance with the Agreed Order, (w) at the time of any such payment no Default or Event of Default has occurred and is continuing, (x) the aggregate amount of all such payments made in respect of interest payable for 2006 pursuant to the Agreed Order shall not exceed $100,300,000, (y) the proceeds of the Revolving Loans or Swingline Loans shall not be used to make any such payment and (z) immediately after giving effect to each such payment no Revolving Loans or Swingline Loans shall be outstanding”.
               2.15 Amendment to Section 7 . Section 7 of the Credit Agreement is hereby amended
               (a) by amending paragraph (g) thereof by adding at the end thereof immediately before the semicolon therein “(except a dismissal of the Cases of Towantic Energy, LLC and CPN Oxford, Inc. substantially contemporaneously with the sale permitted under Section 6.5(o) and a dismissal of the Case of Skipanon Natural Gas LLC substantially contemporaneously with the sale permitted under Section 6.5(p))”; and
               (b) by deleting clause (i) of paragraph (h) thereof in its entirety and inserting in lieu thereof the following new clause (i):
“(i) An order of the Bankruptcy Court (other than the CalGen Adequate Protection Stipulation with respect to the Lien granted to the CalGen Parties therein on the CalGen Cash Collateral Account), shall be entered granting another Superpriority Claim or Lien pari passu with or senior to that granted to the Lenders and the Collateral Agent pursuant to this Agreement and the Interim Order (or the Final Order, as applicable); or”.

 

 9 
               2.16 Amendments to Schedules and Exhibits .
               (a)  Amendment to Schedule 6.7 . Annex 6.7A of Schedule 6.7 is hereby amended in its entirety with a new Annex 6.7A in the form attached hereto as Exhibit A.
               (b)  Amendment to Schedule 6.8 . Schedule 6.8 is hereby amended by adding a new item 198 at the end thereof as follows:
“198. Bill of Sale and Agreement dated as of February 25, 2005, between Calpine Construction Management Company, Inc., as Seller, and Calpine Steamboat Holdings, LLC, as Purchaser, relating to two certain gas turbine generators, accessories thereto, and performance data sheets, diagrams, control system configuration documentation and similar related documentation regarding such gas turbine generators.”.
               (c)  Amendment to Exhibit I . Exhibit I is hereby amended in its entirety with a new Exhibit I in the form attached hereto as Exhibit B.
          SECTION 3. CONDITIONS PRECEDENT.
               3.1 Effective Date. This Amendment shall become effective as of the date first set forth above (the “ Third Amendment Effective Date ”) following the date on which all of the following conditions have been satisfied or waived:
               (a)  Execution and Delivery. The Administrative Agents shall have received counterparts of this Amendment duly executed by (A) the Borrower and the Guarantors, (B) the Fronting Bank, (C) the Required Lenders, and (D) Majority Facility Lenders for each of Revolving Facility, the First Priority Term Facility and the Second Priority Term Facility.
               (b)  Amendment Fee. The Administrative Agents shall have received (i) payment, for distribution to each Lender that has signed and delivered this Agreement to the Administrative Agents by not later than 3:00 p.m. (New York City time) on December 19, 2006 (or such later time or date as agreed by the Borrower and the Administrative Agents), an amendment fee equal to the aggregate of (A) 0.20% of the sum of the First Priority Term Loans of such Lender then outstanding and the Revolving Commitment of such Lender then in effect; and (B) 0.30% of the Second Priority Term Loans of such Lender then outstanding.
               (c)  Fees and Expenses. The Administrative Agents shall have received all fees and accrued expenses of the Administrative Agents (including invoiced fees and expenses of legal counsel to the Administrative Agents) required to be paid by the Borrower; and
               (d)  No Default. After giving effect to this Amendment, there shall be no Default or Event of Default.
          SECTION 4. GENERAL.
               4.1 Representations and Warranties . In order to induce the Administrative Agents and the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to the Administrative Agents and the Lenders that after giving effect to

 

 10 
this Amendment, the representations and warranties of the Borrower contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Third Amendment Effective Date (after giving effect hereto) as if made on and as of the Third Amendment Effective Date (except where such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date); provided that all references to the “Credit Agreement” in any Loan Document shall be and are deemed to mean the Credit Agreement as amended hereby.
               4.2 Loan Document . This Amendment constitutes a Loan Document.
               4.3 GOVERNING LAW . THIS AMENDMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO THIS AMENDMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND, TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE.
               4.4 Counterparts. This Amendment may be executed by the parties hereto in any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
               4.5 Consent of Guarantors. Each of the Guarantors hereby consents to the modifications to the Credit Agreement contemplated hereby.
               4.6 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the Borrower and the Guarantors and each of their respective successors and assigns, and upon the Administrative Agents and the Lenders and their successors and assigns. The execution and delivery of this Amendment by any Lender prior to the Third Amendment Effective Date shall be binding upon its successors and assigns and shall be effective as to any loans or commitments assigned to it after such execution and delivery.
               4.7 Limited Effect . Except as expressly modified by this Amendment, the Credit Agreement and the other Loan Documents are ratified and confirmed and are, and shall continue to be, in full force and effect in accordance with their respective terms. Each Loan Party acknowledges and agrees that such Loan Party is truly and justly indebted to the Lenders and the Administrative Agents for the Obligations, without defense, counterclaim or offset of any kind, and such Loan Party ratifies and reaffirms the validity, enforceability and binding nature of such Obligations. The Borrower acknowledges and agrees that nothing in this Amendment shall constitute an indication of the Lenders’ willingness to consent to any other amendment or waiver of any other provision of the Credit Agreement or a waiver of any Default or Event of Default not referenced in this Amendment or for any other time period.
               4.8 Headings . Section headings used in this Amendment are for convenience of reference only, are not part of this Amendment and are not to affect the constructions of, or to be taken into consideration in interpreting, this Amendment.

 

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

CALPINE CORPORATION
 	 	
 	By:  	         /s/ Robert E. Fishman  	 	
 	 	Name:  	Robert E. Fishman 	 	
 	 	Title:  	Executive Vice President 	 	

 

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
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 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 FINANCE COMPANY
CALPINE FREESTONE ENERGY GP, LLC
CALPINE FREESTONE ENERGY, LP
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.
CALPINE LOST PINES OPERATIONS, INC.
CALPINC LOUISIANA PIPELINE COMPANY
CALPINE MAGIC VALLEY PIPELINE, INC.
CALPINE MONTEREY COGENERATION, INC.
CALPINE MVP, INC.
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 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, 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 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 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 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 POWER SERVICES, LP
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
GEC BETHPAGE INC.
GEOTHERMAL ENERGY PARTNERS LTD.
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.
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
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.
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
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/ Robert E. Fishman  	 	
 	 	Name:  	Robert E. Fishman 	 	
 	 	Title:  	Vice President 	 	

 

 	 	 	 	 	
 	POWER SYSTEMS MFG., LLC
 	 	
 	By:  	          /s/ Charles B. Clark, Jr.  	 	
 	 	Name:  	Charles B. Clark, Jr. 	 	
 	 	Title:  	Chief Financial Officer 	 	
 	
 	CALPINE CONSTRUCTION MANAGEMENT
COMPANY, INC.
CALPINE OPERATING SERVICES COMPANY, INC.
CALPINE POWER SERVICES, INC.
NEWSOUTH ENERGY LLC
THMASSEN TURBINE SYSTEMS AMERICA, INC.
 	 	
 	By:  	          /s/ Eric N. Pryor  	 	
 	 	Name:  	Eric N. Pryor 	 	
 	 	Title:  	Sr. Vice President 	 	
 	
 	CALPINE ENERGY SERVICES, LP
CALPINE PRODUCER SERVICES, L.P.
CPN ENERGY SERVICES GP, INC.
 	 	
 	By:  	          /s/ Thomas N. May  	 	
 	 	Name:  	Thomas N. May 	 	
 	 	Title:  	President 	 	

 

 	 	 	 	 	
 	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/ Paul O’Leary  	 	
 	 	Name:  	Paul O’Leary 	 	
 	 	Title:  	Vice President 	 	

 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as an
Administrative Agent and as a Lender
 	 	
 	By:  	          /s/ Thomas R. Cantello  	 	
 	 	Name:  	Thomas R. Cantello 	 	
 	 	Title:  	Vice President 	 	

 	By:  	          /s/ Laurence Lapeyre  	 	
 	 	Name:  	Laurence Lapeyre 	 	
 	 	Title:  	Associate 	 	
 	
 	Evergreen CBNA Loan Funding, LLC, as a Lender
 	 	
 	By:  	          /s/ Molly Walter  	 	
 	 	Name:  	Molly Walter 	 	
 	 	Title:  	Attorney-in-Fact 	 	

 

 	 	 	 	 	
 	 	 	 	 	
 	Malibu CBNA Loan Funding, LLC, for itself or as
agent for Malibu CFPI Loan Funding LLC, as a Lender
 	 	
 	By:  	          /s/ Molly Walter  	 	
 	 	Name:  	Molly Walter 	 	
 	 	Title:  	Attorney-in-Fact 	 	
 	
 	PINEHURST TRADING, INC.,
as a Lender
 	 	
 	By:  	          /s/ Christina L. Ramseur  	 	
 	 	Name:  	Christina L. Ramseur 	 	
 	 	Title:  	Assistant Vice President 	 	
 	
 	Saturn Trust
By: AIG Global Investment Corp.,
its Investment Advisor, as a Lender
 	 	
 	By:  	          /s/ Steven S. Oh  	 	
 	 	Name:  	Steven S. Oh 	 	
 	 	Title:  	Managing Director 	 	
 	
 	Saturn CLO Ltd.
By: AIG Global Investment Corp.,
its Collateral Manager, as a Lender
 	 	
 	By:  	          /s/ Steven S. Oh  	 	
 	 	Name:  	Steven S. Oh 	 	
 	 	Title:  	Managing Director 	 	
 	
 	Galaxy CLO 2003-1, Ltd.
By: AIG Global Investment Corp.,
its Collateral Manager, as a Lender
 	 	
 	By:  	          /s/ Steven S. Oh  	 	
 	 	Name:  	Steven S. Oh 	 	
 	 	Title:  	Managing Director 	 	

 

 	 	 	 	 	
 	Galaxy III CLO, Ltd.
By: AIG Global Investment Corp.,
its Collateral Manager, as a Lender
 	 	
 	By:  	          /s/ Steven S. Oh  	 	
 	 	Name:  	Steven S. Oh 	 	
 	 	Title:  	Managing Director 	 	
 	
 	Galaxy IV CLO, LTD
By: AIG Global Investment Corp.,
its Collateral Manager, as a Lender
 	 	
 	By:  	          /s/ Steven S. Oh  	 	
 	 	Name:  	Steven S. Oh 	 	
 	 	Title:  	Managing Director 	 	
 	
 	SunAmerica Life Insurance Company
By: AIG Global Investment Corp.,
its Investment Advisor, as a Lender
 	 	
 	By:  	          /s/ Steven S. Oh  	 	
 	 	Name:  	Steven S. Oh 	 	
 	 	Title:  	Managing Director 	 	
 	
 	AIG SunAmerica Life Assurance Company
By: AIG Global Investment Corp.,
its Investment Advisor, as a Lender
 	 	
 	By:  	          /s/ Steven S. Oh  	 	
 	 	Name:  	Steven S. Oh 	 	
 	 	Title:  	Managing Director 	 	
 	
 	American International Group, Inc.
By: AIG Global Investment Corp.,
its Investment Advisor, as a Lender
 	 	
 	By:  	          /s/ Steven S. Oh  	 	
 	 	Name:  	Steven S. Oh 	 	
 	 	Title:  	Managing Director 	 	

 

 	 	 	 	 	
 	AIG Bank Loan Fund Ltd.
By: AIG Global Investment Corp.,
its Investment Manager, as a Lender
 	 	
 	By:  	          /s/ Steven S. Oh  	 	
 	 	Name:  	Steven S. Oh 	 	
 	 	Title:  	Managing Director 	 	
 	
 	SunAmerica Senior Floating Rate Fund, Inc.
By: AIG Global Investment Corp.,
its Investment Sub-Advisor, as a Lender
 	 	
 	By:  	          /s/ Steven S. Oh  	 	
 	 	Name:  	Steven S. Oh 	 	
 	 	Title:  	Managing Director 	 	
 	
 	LANDMARK VII CDO LTD
By: Aladdin Capital Management LLC, as Manager
 	 	
 	By:  	          /s/ Angela Bozorgmir  	 	
 	 	Name:  	Angela Bozorgmir 	 	
 	 	Title:  	Director 	 	
 	
 	LANDMARK VIII CDO LTD
By: Aladdin Capital Management LLC, as Manager
 	 	
 	By:  	          /s/ Angela Bozorgmir  	 	
 	 	Name:  	Angela Bozorgmir 	 	
 	 	Title:  	Director 	 	
 	
 	Pacifica CDO VI, LTD
as a Lender
 	 	
 	By:  	          /s/ Peanie Wang  	 	
 	 	Name:  	Peanie Wang 	 	
 	 	Title:  	Senior Vice President 	 	

 

 	 	 	 	 	
 	Alcentra Warehouse, LTD
as a Lender
 	 	
 	By:  	          /s/ Peanie Wang  	 	
 	 	Name:  	Peanie Wang 	 	
 	 	Title:  	Senior Vice President 	 	
 	
 	Pacifica CDO II, LTD
as a Lender
 	 	
 	By:  	          /s/ Peanie Wang  	 	
 	 	Name:  	Peanie Wang 	 	
 	 	Title:  	Senior Vice President 	 	
 	
 	Pacifica CDO VI, LTD
as a Lender
 	 	
 	By:  	          /s/ Peanie Wang  	 	
 	 	Name:  	Peanie Wang 	 	
 	 	Title:  	Senior Vice President 	 	
 	
 	Alcentra Warehouse, LTD
as a Lender
 	 	
 	By:  	          /s/ Peanie Wang  	 	
 	 	Name:  	Peanie Wang 	 	
 	 	Title:  	Senior Vice President 	 	

 

 	 	 	 	 	
 	AIMCO CLO, SERIES 2005-A
as a Lender
 	 	
 	By:  	          /s/ Robert B. Bodett  	 	
 	 	Name:  	Robert B. Bodett 	 	
 	 	Title:  	Authorized Signatory 	 	

 	By:  	          /s/ David Walsh  	 	
 	 	Name:  	David Walsh 	 	
 	 	Title:  	Authorized Signatory 	 	
 	
 	ANDOVER CAPITAL
as a Lender
 	 	
 	By:  	          /s/ M. Tucker  	 	
 	 	Name:  	Andover Cap – M. Tucker 	 	
 	 	Title:  	PM 	 	
 	
 	AG ALPHA CREDIT MASTER LTD.
as a Lender
 	 	
 	By:  	          /s/ Michael Gordon  	 	
 	 	Name:  	Michael Gordon 	 	
 	 	Title:  	COO 	 	
 	
 	Azure Funding North America I
as a Lender
 	 	
 	By:  	          /s/ Daniel Schrupp  	 	
 	 	Name:  	Daniel Schrupp 	 	
 	 	Title:  	Senior Portfolio Manager 	 	

 

 	 	 	 	 	
 	 	 	 	 	 	 	
 	 	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	 	 	
 	 	 	 	 	 	 	
 	 	as a Lender	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	          /s/ Seth J. Brufsky	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name: Seth J. Brufsky	 	 	
 	 	 	 	Title: Vice President	 	 	
 	 	 	 	 	 	 	
 	 	Ares X CLO Ltd.	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	Ares CLO Management X, L.P.,
Investment Manager	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	Ares CLO GP X, LLC,
Its General Partner	 	 	
 	 	 	 	 	 	 	
 	 	as a Lender	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	          /s/ Seth J. Brufsky	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name: Seth J. Brufsky	 	 	
 	 	 	 	Title: Vice President	 	 	

 

 	 	 	 	 	 	 	
 	 	ARES HR CLO Ltd.	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	Ares CLO Management IIR, L.P.
Investment Manager	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	Ares CLO GP IIR, LLC,
Its General Partner	 	 	
 	 	 	 	 	
 	as a Lender
 	 	
 	By:  	          /s/ Seth J. Brufsky  	 	
 	 	Name:  	Seth J. Brufsky 	 	
 	 	Title:  	Vice President 	 	

 	 	Ares VR CLO Ltd.	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	Ares CLO Management VR, L.P.,
Investment Manager	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	Ares CLO GP VR, LLC,
Its General Partner	 	 	
 	 	 	 	 	
 	as a Lender
 	 	
 	By:  	          /s/ Seth J. Brufsky  	 	
 	 	Name:  	Seth J. Brufsky 	 	
 	 	Title:  	Vice President 	 	

 

 	 	 	 	 	 	 	
 	 	Ares VIR CLO Ltd.	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	Ares CLO Management VIR, L.P.,
Investment Manager	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	Ares CLO GP VIR, LLC,
Its General Partner	 	 	
 	 	 	 	 	
 	as a Lender
 	 	
 	By:  	          /s/ Seth J. Brufsky  	 	
 	 	Name:  	Seth J. Brufsky 	 	
 	 	Title:  	Vice President 	 	

 	 	Ares VIII CLO Ltd.	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	Ares CLO Management VIII, L.P.,
Investment Manager	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	Ares CLO GP VIII, LLC,
Its General Partner	 	 	
 	 	 	 	 	
 	as a Lender
 	 	
 	By:  	          /s/ Seth J. Brufsky  	 	
 	 	Name:  	Seth J. Brufsky 	 	
 	 	Title:  	Vice President 	 	

 

 	 	 	 	 	 	 	
 	 	Ares IX CLO Ltd.	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	Ares CLO Management IX, L.P.,
Investment Manager	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	Ares CLO GP IX, LLC,
Its General Partner	 	 	
 	 	 	 	 	
 	as a Lender
 	 	
 	By:  	          /s/ Seth J. Brufsky  	 	
 	 	Name:  	Seth J. Brufsky 	 	
 	 	Title:  	Vice President 	 	

 	 	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	 	 	
 	 	 	 	 	
 	as a Lender
 	 	
 	By:  	          /s/ Seth J. Brufsky  	 	
 	 	Name:  	Seth J. Brufsky 	 	
 	 	Title:  	Vice President 	 	

 

 	 	 	 	 	 	 	
 	 	ARES ENHANCED LOAN INVESTMENT STRATEGY, LTD.	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	Ares Enhanced Loan Management, L.P.,
Investment Manager	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	Ares Enhanced Loan GP, LLC,
Its General Partner	 	 	
 	 	 	 	 	
 	as a Lender
 	 	
 	By:  	          /s/ Seth J. Brufsky  	 	
 	 	Name:  	Seth J. Brufsky 	 	
 	 	Title:  	Vice President 	 	

 	AVENUE CLO II, LIMITED
as a Lender
 	 	
 	By:  	          /s/ Richard D’Addario  	 	
 	 	Name:  	Richard D’Addario 	 	
 	 	Title:  	Senior Portfolio Manager 	 	

 	AVENUE CLO III, LIMITED
as a Lender
 	 	
 	By:  	          /s/ Richard D’Addario  	 	
 	 	Name:  	Richard D’Addario 	 	
 	 	Title:  	Senior Portfolio Manager 	 	

 

 	 	 	 	 	
 	Sankaty Advisors, LLC as Collateral Manager for
Loan Funding XI LLC, as Term Lender

as a Lender
 	 	
 	By:  	          /s/ Alan K. Halfenger  	 	
 	 	Name:  	Alan K. Halfenger 	 	
 	 	Title:  	Chief Compliance Officer Assistant Secretary 	 	
 	
 	Sankaty High Yield Partners, III, L.P.

as a Lender
 	 	
 	By:  	          /s/ Alan K. Halfenger  	 	
 	 	Name:  	Alan K. Halfenger 	 	
 	 	Title:  	Chief Compliance Officer Assistant Secretary 	 	
 	
 	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/ Angela Gambardella  	 	
 	 	Name:  	Angela Gambardella 	 	
 	 	Title:  	Authorized Signatory 	 	
 	
 	Sankaty High Yield Partners, II, L.P.

as a Lender
 	 	
 	By:  	          /s/ Alan K. Halfenger  	 	
 	 	Name:  	Alan K. Halfenger 	 	
 	 	Title:  	Chief Compliance Officer Assistant Secretary 	 	

 

 	 	 	 	 	
 	Sankaty Advisors, LLC as Collateral Manager for
Race Point III CLO, Limited, as Term Lender

as a Lender
 	 	
 	By:  	          /s/ Alan K. Halfenger  	 	
 	 	Name:  	Alan K. Halfenger 	 	
 	 	Title:  	Chief Compliance Officer Assistant Secretary 	 	
 	
 	KATONAH V, LTD.
By: INVESCO Senior Secured Management, Inc., as
Investment Manager
 	 	
 	By:  	          /s/ Angela Gambardella  	 	
 	 	Name:  	Angela Gambardella 	 	
 	 	Title:  	Authorized Signatory 	 	
 	
 	Sankaty Advisors, LLC as Collateral Manager for
Race Point CLO, Limited, as Term Lender

as a Lender
 	 	
 	By:  	          /s/ Alan K. Halfenger  	 	
 	 	Name:  	Alan K. Halfenger 	 	
 	 	Title:  	Chief Compliance Officer Assistant Secretary 	 	
 	
 	Sankaty Advisors, LLC as Collateral Manager for
Prospect Funding I, LLC as Term Lender

as a Lender
 	 	
 	By:  	          /s/ Alan K. Halfenger  	 	
 	 	Name:  	Alan K. Halfenger 	 	
 	 	Title:  	Chief Compliance Officer Assistant Secretary 	 	

 

 	 	 	 	 	
 	Katonah III, Ltd. by Sankaty Advisors, LLC as
Sub-Advisors

as a Lender
 	 	
 	By:  	          /s/ Alan K. Halfenger  	 	
 	 	Name:  	Alan K. Halfenger 	 	
 	 	Title:  	Chief Compliance Officer Assistant Secretary 	 	
 	
 	RAINTREE TRADING LLC
as a Lender
 	 	
 	By:  	          /s/ Christina L. Ramseur  	 	
 	 	Name:  	Christina L. Ramseur 	 	
 	 	Title:  	Assistant Vice President 	 	
 	
 	WATERVILLE FUNDING LLC
as a Lender
 	 	
 	By:  	          /s/ Christina L. Ramseur  	 	
 	 	Name:  	Christina L. Ramseur 	 	
 	 	Title:  	Assistant Vice President 	 	
 	
 	BANK OF AMERICA, N.A.
as a Lender
 	 	
 	By:  	          /s/ Jonathan M. Barnes  	 	
 	 	Name:  	Jonathan M. Barnes 	 	
 	 	Title:  	Vice President 	 	

 

 	 	 	 	 	
 	BAYERISCHE LANDESBANK, as Joint Second Priority
Documentation Agent and Lender
 	 	
 	By:  	          /s/ Georgina Fiordalisi  	 	
 	 	Name:  	Georgina Fiordalisi 	 	
 	 	Title:  	Vice President 	 	

 	By:  	          /s/ Donna M. Quilty  	 	
 	 	Name:  	Donna M. Quilty 	 	
 	 	Title:  	Vice President 	 	
 	
 	BEAR STEARNS INVESTMENT PRODUCTS, INC.
as a Lender
 	 	
 	By:  	          /s/ Jonathan Weiss  	 	
 	 	Name:  	Jonathan Weiss 	 	
 	 	Title:  	Authorized Signatory 	 	
 	
 	BLACK DIAMOND INTERNATIONAL FUNDING, LTD., as advised by BLACK DIAMOND CAPITAL MANAGEMENT L.L.C.
as a Lender
 	 	
 	By:  	          /s/ Alan Corkish  	 	
 	 	Name:  	Alan Corkish 	 	
 	 	Title:  	Director 	 	
 	
 	BDC Finance LLC
By: Black Diamond Capital Management, L.L.C., as its
Investment Manager
as a Lender
 	 	
 	By:  	          /s/ Stephen H. Deckoff  	 	
 	 	Name:  	Stephen H. Deckoff 	 	
 	 	Title:  	Managing Principal
Black Diamond Capital Management, L.L.C. 	 	

 

 	 	 	 	 	
 	BLACK DIAMOND CLO 2006-1 (CAYMAN) LTD.
By: Black Diamond Capital Management, L.L.C., as its
Collateral Manager
as a Lender
 	 	
 	By:  	          /s/ Stephen H. Deckoff  	 	
 	 	Name:  	Stephen H. Deckoff 	 	
 	 	Title:  	Managing Principal
Black Diamond Capital Management, L.L.C. 	 	
 	
 	BLACK DIAMOND CLO 2005-2 LTD.
By: Black Diamond CLO 2005-2 Adviser, L.L.C., as its
Collateral Manager
as a Lender
 	 	
 	By:  	          /s/ Stephen H. Deckoff  	 	
 	 	Name:  	Stephen H. Deckoff 	 	
 	 	Title:  	Managing Principal
Black Diamond Capital Management, L.L.C. 	 	
 	
 	BLACK DIAMOND CLO 2005-1 LTD.
By: Black Diamond CLO 2005-1 Adviser, L.L.C., as its
Collateral Manager
as a Lender
 	 	
 	By:  	          /s/ Stephen H. Deckoff  	 	
 	 	Name:  	Stephen H. Deckoff 	 	
 	 	Title:  	Managing Principal
Black Diamond Capital Management, L.L.C. 	 	
 	
 	BlueMountain CLO Ltd
as a Lender
 	 	
 	By:  	          /s/ Kimberly Rena  	 	
 	 	Name:  	Kimberly Rena 	 	
 	 	Title:  	Associate 	 	

 

 	 	 	 	 	
 	DUNES FUNDING LLC
as a Lender
 	 	
 	By:  	          /s/ Christina L. Ramseur  	 	
 	 	Name:  	Christina L. Ramseur 	 	
 	 	Title:  	Assistant Vice President 	 	
 	
 	Carlyle Loan Investment, Ltd.
as a Lender
 	 	
 	By:  	          /s/ Linda Pace  	 	
 	 	Name:  	Linda Pace 	 	
 	 	Title:  	Managing Director 	 	
 	
 	CITIBANK, N.A.,
as a Lender
 	 	
 	By:  	          /s/ Alicia Beal  	 	
 	 	Name:  	Alicia Beal 	 	
 	 	Title:  	Attorney-in-Fact 	 	
 	
 	CF Special Situation Fund I LP
as a Lender
 	 	
 	By:  	          /s/ Ryan R. Crane  	 	
 	 	Name:  	Ryan R. Crane 	 	
 	 	Title:  	Partner 	 	
 	
 	JUPITER LOAN FUNDING LLC
as a Lender
 	 	
 	By:  	          /s/ Christina L. Ramseur  	 	
 	 	Name:  	Christina L. Ramseur 	 	
 	 	Title:  	Assistant Vice President 	 	

 

 	 	 	 	 	
 	FALL CREEK CLO, LTD.
as a Lender
 	 	
 	By:  	          /s/ ThomasN. Davis  	 	
 	 	Name:  	Thomas N. Davis 	 	
 	 	Title:  	Authorized Signor 	 	
 	
 	EAGLE CREEK CLO, LTD.
as a Lender
 	 	
 	By:  	          /s/ ThomasN. Davis  	 	
 	 	Name:  	Thomas N. Davis 	 	
 	 	Title:  	Authorized Signor 	 	
 	
 	MADISON PARK FUNDING II
as a Lender
 	 	
 	By:  	          /s/ Linda R. Karn  	 	
 	 	Name:  	Linda R. Karn 	 	
 	 	Title:  	Authorized Signatory 	 	
 	
 	CASTLE FUNDING II
as a Lender
 	 	
 	By:  	          /s/ Linda R. Karn  	 	
 	 	Name:  	Linda R. Karn 	 	
 	 	Title:  	Authorized Signatory 	 	
 	
 	Atrium V
as a Lender
 	 	
 	By:  	          /s/ Linda R. Karn  	 	
 	 	Name:  	Linda R. Karn 	 	
 	 	Title:  	Authorized Signatory 	 	

 

 	 	 	 	 	
 	Atrium III
as a Lender
 	 	
 	By:  	          /s/ Linda R. Karn  	 	
 	 	Name:  	Linda R. Karn 	 	
 	 	Title:  	Authorized Signatory 	 	
 	
 	Atrium CDO
as a Lender
 	 	
 	By:  	          /s/ Linda R. Karn  	 	
 	 	Name:  	Linda R. Karn 	 	
 	 	Title:  	Authorized Signatory 	 	
 	
 	CSAM Funding IV
as a Lender
 	 	
 	By:  	          /s/ Linda R. Karn  	 	
 	 	Name:  	Linda R. Karn 	 	
 	 	Title:  	Authorized Signatory 	 	
 	
 	CSAM Funding III
as a Lender
 	 	
 	By:  	          /s/ Linda R. Karn  	 	
 	 	Name:  	Linda R. Karn 	 	
 	 	Title:  	Authorized Signatory 	 	
 	
 	CSAM Funding II
as a Lender
 	 	
 	By:  	          /s/ Linda R. Karn  	 	
 	 	Name:  	Linda R. Karn 	 	
 	 	Title:  	Authorized Signatory 	 	

 

 	 	 	 	 	
 	CSAM Funding I
as a Lender
 	 	
 	By:  	          /s/ Linda R. Karn  	 	
 	 	Name:  	Linda R. Karn 	 	
 	 	Title:  	Authorized Signatory 	 	
 	
 	CREDIT SUISSE CAPITAL LLC
as a Lender
 	 	
 	By:  	          /s/ Robert Healey  	 	
 	 	Name:  	Robert Healey 	 	
 	 	Title:  	Director 	 	
 	
 	Credit Suisse, Cayman Islands Branch,
as a Lender
 	 	
 	By:  	          /s/ Thomas R. Cantello  	 	
 	 	Name:  	Thomas R. Cantello 	 	
 	 	Title:  	Vice President 	 	

 	By:  	          /s/ Laurence Lapeyre  	 	
 	 	Name:  	Laurence Lapeyre 	 	
 	 	Title:  	Associate 	 	
 	
 	Atlas Loan Funding (Hartford), LLC
By: Atlas Capital Funding, Ltd.
By: Structured Asset Investors, LLC
Its Investment Manager
as a Lender
 	 	
 	By:  	          /s/ Diana M. Himes  	 	
 	 	Name:  	Diana M. Himes 	 	
 	 	Title:  	Associate 	 	

 

 	 	 	 	 	
 	Classica Cayman B.D. Limited
as a Lender
 	 	
 	By:  	          /s/ Ryan Flohre  	 	
 	 	Name:  	Ryan Flohre 	 	
 	 	Title:  	Authorized Signatory 	 	

 	By:  	          /s/ Brian Schneider  	 	
 	 	Name:  	Brian Schneider 	 	
 	 	Title:  	Authorized Signatory 	 	
 	
 	CREDIT SUISSE LOAN FUNDING LLC
as a Lender
 	 	
 	By:  	          /s/ Barry Zamore  	 	
 	 	Name:  	Barry Zamore 	 	
 	 	Title:  	Managing Director 	 	

 	 	/s/ Vikram Natarajan
Vikram Natarajan
Director	 	 	
 	 	 	 	 	
 	CYPRESSTREE CLAIF FUNDING LLC
as a Lender
 	 	
 	By:  	          /s/ Christina L. Ramseur  	 	
 	 	Name:  	Christina L. Ramseur 	 	
 	 	Title:  	Assistant Vice President 	 	
 	
 	DURHAM ACQUISITION CO. LLC
as a Lender
 	 	
 	By:  	          /s/ Christopher M. Mackey  	 	
 	 	Name:  	Christopher M. Mackey 	 	
 	 	Title:  	Managing Principal 	 	

 

 	 	 	 	 	
 	CREDIT GENESIS CLO 2005-1
as a Lender
 	 	
 	By:  	          /s/ Christopher M. Mackey  	 	
 	 	Name:  	Christopher M. Mackey 	 	
 	 	Title:  	Managing Principal 	 	
 	
 	EAST WEST BANK, as a Lender
 	 	
 	By:  	          /s/ Nancy A. Moore  	 	
 	 	Name:  	Nancy A. Moore 	 	
 	 	Title:  	Senior Vice President 	 	
 	
 	Eaton Vance Credit
Opportunities Fund
By: Eaton Vance Management
As Investment Advisor
as a Lender
 	 	
 	By:  	          /s/ Michael B. Botthof  	 	
 	 	Name:  	Michael B. Botthof 	 	
 	 	Title:  	Vice President 	 	
 	
 	GRAYSON & CO.
BY: BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR
as a Lender
 	 	
 	By:  	          /s/ Michael B. Botthof  	 	
 	 	Name:  	Michael B. Botthof 	 	
 	 	Title:  	Vice President 	 	

 	 	EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
as a Lender	 	 	

 

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

 	EATON VANCE CREDIT OPPORTUNITIES FUND
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
as a Lender
 	 	
 	By:  	          /s/ Michael B. Botthof  	 	
 	 	Name:  	Michael B. Botthof 	 	
 	 	Title:  	Vice President 	 	
 	
 	SENIOR DEBT PORTFOLIO
BY: BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR
as a Lender
 	 	
 	By:  	          /s/ Michael B. Botthof  	 	
 	 	Name:  	Michael B. Botthof 	 	
 	 	Title:  	Vice President 	 	

 

 	 	 	 	 	
 	EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
as a Lender
 	 	
 	By:  	          /s/ Michael B. Botthof  	 	
 	 	Name:  	Michael B. Botthof 	 	
 	 	Title:  	Vice President 	 	
 	
 	SENIOR DEBT PORTFOLIO
BY: BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR
as a Lender
 	 	
 	By:  	          /s/ Michael B. Botthof  	 	
 	 	Name:  	Michael B. Botthof 	 	
 	 	Title:  	Vice President 	 	
 	
 	Erste Bank de Oestenreichischen Sparkassen AG
as a Lender
 	 	
 	By:  	          /s/ Brian J. Lynch  	 	
 	 	Name:  	Brian J. Lynch 	 	
 	 	Title:  	1 st Vice President 	 	

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

 

 	 	 	 	 	
 	TRS FORE LLC
and as a Lender

By: Deutsche Bank AG New York Branch, its sole member
By: DB Services New Jersey, Inc.
 	 	
 	By:  	          /s/ Alice L. Wagner  	 	
 	 	Name:  	Alice L. Wagner 	 	
 	 	Title:  	Vice President 	 	

 	By:  	          /s/ Deborah O’Keefe  	 	
 	 	Name:  	Deborah O’Keefe 	 	
 	 	Title:  	Vice President 	 	
 	
 	FORE LEVERAGED LOAN OPPORTUNITY FUND, LTD
as a Lender
 	 	
 	By:  	          /s/ Mel Gao  	 	
 	 	Name:  	Mel Gao 	 	
 	 	Title:  	Assistant Secretary 	 	
 	
 	FORE CONVERTIBLE MASTER FUND, LTD
as a Lender
 	 	
 	By:  	          /s/ Mel Gao  	 	
 	 	Name:  	Mel Gao 	 	
 	 	Title:  	Assistant Secretary 	 	
 	
 	FORE ERISA FUND, LTD
as a Lender
 	 	
 	By:  	          /s/ Mel Gao  	 	
 	 	Name:  	Mel Gao 	 	
 	 	Title:  	Assistant Secretary 	 	

 

 	 	 	 	 	
 	FORE MULTI STRATEGY MASTER FUND, LTD
as a Lender
 	 	
 	By:  	          /s/ Mel Gao  	 	
 	 	Name:  	Mel Gao 	 	
 	 	Title:  	Assistant Secretary 	 	
 	
 	FORTRESS PORTFOLIO TRUST
By: Four Corners Capital Management, LLC
As Investment Manager
 	 	
 	By:  	          /s/ Kapil Singh  	 	
 	 	Name:  	Kapil Singh, CFA 	 	
 	 	Title:  	Senior Vice President 	 	
 	
 	FORTRESS CREDIT FUNDING III LP
as a Lender
 	 	
 	By:  	          /s/ Glenn P. Cummins  	 	
 	 	Name:  	Glenn P. Cumminso 	 	
 	 	Title:  	Chief Financial Officer 	 	
 	
 	Fortress Credit Investments I LTD
as a Lender
 	 	
 	By:  	          /s/ Constantine Dakolias  	 	
 	 	Name:  	Constantine Dakolias 	 	
 	 	Title:  	Chief Credit Officer 	 	
 	
 	Fortress Credit Investments II LTD
as a Lender
 	 	
 	By:  	          /s/ Constantine Dakolias  	 	
 	 	Name:  	Constantine Dakolias 	 	
 	 	Title:  	Chief Credit Officer 	 	

 

 	 	 	 	 	
 	Fortress Credit Funding II LP
as a Lender
 	 	
 	By:  	          /s/ Glenn P. Cummins  	 	
 	 	Name:  	Glenn P. Cummins 	 	
 	 	Title:  	Chief Financial Officer 	 	
 	
 	MAN MAC I LIMITED
as a Lender
 	 	
 	By:  	          /s/ Mel Gao  	 	
 	 	Name:  	Mel Gao 	 	
 	 	Title:  	Assistant Secretary 	 	

 	FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II
By: Four Corners Capital Management, LLC
As Sub-Advisor
 	 	
 	By:  	          /s/ Kapil Singh  	 	
 	 	Name:  	Kapil Singh, CFA 	 	
 	 	Title:  	Senior Vice President 	 	
 	
 	AUGUSTA TRADING LLC
as a Lender
 	 	
 	By:  	          /s/ Christina L. Ramseur  	 	
 	 	Name:  	Christina L. Ramseur 	 	
 	 	Title:  	Assistant Vice President 	 	

 

 	 	 	 	 	
 	KNIGHT CBNA LOAN FUNDING
KNIGHT CFPI LOAN FUNDING LLC

Knight CBNA Loan Funding LLC, for itself or as Agent
for Knight CFPI Loan Funding LLC
 	 	
 	By:  	          /s/ Adam Lehnertz  	 	
 	 	Name:  	Adam Lehnertz 	 	
 	 	Title:  	Attorney-in-Fact 	 	
 	
 	SECURITY INCOME FUND-INCOME OPPORTUNITY SERIES
By: Four Corners Capital Management, LLC
As Sub-Advisor
 	 	
 	By:  	          /s/ Kapil Singh  	 	
 	 	Name:  	Kapil Singh, CFA 	 	
 	 	Title:  	Senior Vice President 	 	
 	
 	FOUR CORNERS CLO 2005-1, Ltd.
By: Four Corners Capital Management, LLC
As Collateral Manager
 	 	
 	By:  	          /s/ Kapil Singh  	 	
 	 	Name:  	Kapil Singh, CFA 	 	
 	 	Title:  	Senior Vice President 	 	
 	
 	Grand Central Asset Trust, KMT Series
as a Lender
 	 	
 	By:  	          /s/ Molly Walter  	 	
 	 	Name:  	Molly Walter 	 	
 	 	Title:  	Attorney-in-Fact 	 	

 

 	 	 	 	 	
 	Grand Central Asset Trust, BAS Series
as a Lender
 	 	
 	By:  	          /s/ Molly Walter  	 	
 	 	Name:  	Molly Walter 	 	
 	 	Title:  	Attorney-in-Fact 	 	
 	
 	TRS ARIA LLC
By: Deutsche Bank AG New York Branch, its Sole Member
By: DB Services New Jersey, Inc.
as a Lender
 	 	
 	By:  	          /s/ Deirdre Whorton  	 	
 	 	Name:  	Deirdre Whorton 	 	
 	 	Title:  	Assistant Vice President 	 	

 	By:  	          /s/ Alice L. Wagner  	 	
 	 	Name:  	Alice L. Wagner 	 	
 	 	Title:  	Vice President 	 	
 	
 	DEUTSCHE BANK AG, NEW YORK BRANCH
as a Lender
 	 	
 	By:  	          /s/ Marcus M. Tarkington  	 	
 	 	Name:  	Marcus M. Tarkington 	 	
 	 	Title:  	Director 	 	

 	By:  	          /s/ Paul O’Leary  	 	
 	 	Name:  	Paul O’Leary 	 	
 	 	Title:  	Vice President 	 	

 

 	 	 	 	 	
 	FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II
By: Four Corners Capital Management, LLC
As Sub-Advisor
 	 	
 	By:  	          /s/ Kapil Singh  	 	
 	 	Name:  	Kapil Singh, CFA 	 	
 	 	Title:  	Senior Vice President 	 	
 	
 	FORTRESS PORTFOLIO TRUST
By: Four Corners Capital Management, LLC
As Investment Manager
 	 	
 	By:  	          /s/ Kapil Singh  	 	
 	 	Name:  	Kapil Singh, CFA 	 	
 	 	Title:  	Senior Vice President 	 	
 	
 	FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND
By: Four Corners Capital Management, LLC
As Sub-Advisor
 	 	
 	By:  	          /s/ Kapil Singh  	 	
 	 	Name:  	Kapil Singh, CFA 	 	
 	 	Title:  	Senior Vice President 	 	
 	
 	SECURITY INCOME FUND-INCOME OPPORTUNITY SERIES
By: Four Corners Capital Management, LLC
As Sub-Advisor
 	 	
 	By:  	          /s/ Kapil Singh  	 	
 	 	Name:  	Kapil Singh, CFA 	 	
 	 	Title:  	Senior Vice President 	 	

 

 	 	 	 	 	
 	MACQUARIE/FIRST TRUST GLOBAL
INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
By: Four Corners Capital Management, LLC
As Sub-Advisor
 	 	
 	By:  	          /s/ Kapil Singh  	 	
 	 	Name:  	Kapil Singh, CFA 	 	
 	 	Title:  	Senior Vice President 	 	
 	
 	FOUR CORNERS CLO 2005-1, Ltd.
By: Four Corners Capital Management, LLC
As Collateral Manager
 	 	
 	By:  	          /s/ Kapil Singh  	 	
 	 	Name:  	Kapil Singh, CFA 	 	
 	 	Title:  	Senior Vice President 	 	
 	
 	MACQUARIE/FIRST TRUST GLOBAL
INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
By: Four Corners Capital Management, LLC
As Sub-Advisor
 	 	
 	By:  	          /s/ Kapil Singh  	 	
 	 	Name:  	Kapil Singh, CFA 	 	
 	 	Title:  	Senior Vice President 	 	
 	
 	FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND
By: Four Corners Capital Management, LLC
As Sub-Advisor
 	 	
 	By:  	          /s/ Kapil Singh  	 	
 	 	Name:  	Kapil Singh, CFA 	 	
 	 	Title:  	Senior Vice President 	 	

 

 	 	 	 	 	
 	Four Corners CLO II, LTD.
as a Lender
 	 	
 	By:  	          /s/ Adam Lehnertz  	 	
 	 	Name:  	Adam Lehnertz 	 	
 	 	Title:  	Attorney-in-Fact 	 	
 	
 	Freestyle Special Opportunities Master Fund, Ltd.
as a Lender
 	 	
 	By:  	          /s/ Adrian MacKay  	 	
 	 	Name:  	Adrian MacKay 	 	
 	 	Title:  	Managing Member of Freestyle Fund Services Company LLC, Investment Manager 	 	
 	
 	GENERAL ELECTRIC CAPITAL CORPORATION, as
Sub-Agent, Joint First Priority Documentation Agent,
Joint Second Priority Documentation Agent and Lender
 	 	
 	By:  	          /s/ Ali Mirza  	 	
 	 	Name:  	Ali Mirza 	 	
 	 	Title:  	Duly Authorized Signatory 	 	
 	
 	Global Leveraged Capital Credit Opportunity Fund I
as a Lender

Global Leveraged Capital Management, LLC, as
Collateral Manager
 	 	
 	By:  	          /s/ Andy Cai  	 	
 	 	Name:  	Andy Cai 	 	
 	 	Title:  	Analyst 	 	

 

 	 	 	 	 	
 	Citi GoldenTree Ltd.
By: GoldenTree Asset Management, LP
as a Lender
 	 	
 	By:  	          /s/ Karen A. Weber  	 	
 	 	Name:  	Karen A. Weber 	 	
 	 	Title:  	Director, Bank Debt 	 	
 	
 	GoldenTree 2004 Trust
By: GoldenTree Asset Management, LP
as a Lender
 	 	
 	By:  	          /s/ Karen A. Weber  	 	
 	 	Name:  	Karen A. Weber 	 	
 	 	Title:  	Director, Bank Debt 	 	
 	
 	GoldenTree Credit Opportunities Financing II, Limited
By: GoldenTree Asset Management, LP
as a Lender
 	 	
 	By:  	          /s/ Karen A. Weber  	 	
 	 	Name:  	Karen A. Weber 	 	
 	 	Title:  	Director, Bank Debt 	 	
 	
 	GoldenTree Credit Opportunities Financing I, Limited
By: GoldenTree Asset Management, LP
as a Lender
 	 	
 	By:  	          /s/ Karen A. Weber  	 	
 	 	Name:  	Karen A. Weber 	 	
 	 	Title:  	Director, Bank Debt 	 	

 

 	 	 	 	 	
 	GoldenTree MultiStrategy Financing, Ltd
By: GoldenTree Asset Management, LP
as a Lender
 	 	
 	By:  	          /s/ Karen A. Weber  	 	
 	 	Name:  	Karen A. Weber 	 	
 	 	Title:  	Director, Bank Debt 	 	
 	
 	Greenwich International, Ltd.
as a Lender
 	 	
 	By:  	          /s/ Kevin Cavanaugh  	 	
 	 	Name:  	Kevin Cavanaugh 	 	
 	 	Title:  	SVP 	 	
 	
 	The Hartford Mutual Funds, Inc. on behalf of the
Hartford Floating Rate Fund by Hartford Investment
Management Company, its sub-advisor, as a lender
 	 	
 	By:  	          /s/ John P. Connor  	 	
 	 	Name:  	John P. Connor 	 	
 	 	Title:  	Senior Vice President 	 	
 	
 	STANWICH LOAN FUNDING LLC
as a Lender
 	 	
 	By:  	          /s/ Christina L. Ramseur  	 	
 	 	Name:  	Christina L. Ramseur 	 	
 	 	Title:  	Assistant Vice President 	 	

 

 	 	 	 	 	
 	Stedman CBNA Loan Funding LLC, for itself or as
agent for Stedman CFPI Loan Funding LLC
as a Lender
 	 	
 	By:  	          /s/ Molly Walter  	 	
 	 	Name:  	Molly Walter 	 	
 	 	Title:  	Attorney-in-Fact 	 	
 	
 	Highland Credit Strategies Fund
as a Lender
 	 	
 	By:  	          /s/ M. Jason Blackburn  	 	
 	 	Name:  	M. Jason Blackburn 	 	
 	 	Title:  	Treasurer 	 	
 	
 	Highland Floating Rate LLC
as a Lender
 	 	
 	By:  	          /s/ M. Jason Blackburn  	 	
 	 	Name:  	M. Jason Blackburn 	 	
 	 	Title:  	Treasurer 	 	
 	
 	Highland Floating Rate Advantage Fund
as a Lender
 	 	
 	By:  	          /s/ M. Jason Blackburn  	 	
 	 	Name:  	M. Jason Blackburn 	 	
 	 	Title:  	Treasurer 	 	

 

 	 	 	 	 	
 	Loan Funding IV LLC
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc., Its General Partner
as a Lender
 	 	
 	By:  	          /s/ Brian Lohrding  	 	
 	 	Name:  	Brian Lohrding 	 	
 	 	Title:  	Treasurer, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. 	 	
 	
 	Highland Legacy Limited
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc., Its General Partner
as a Lender
 	 	
 	By:  	          /s/ Brian Lohrding  	 	
 	 	Name:  	Brian Lohrding 	 	
 	 	Title:  	Treasurer, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. 	 	
 	
 	Highland Offshore Partners, L.P.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc., Its General Partner
as a Lender
 	 	
 	By:  	          /s/ Brian Lohrding  	 	
 	 	Name:  	Brian Lohrding 	 	
 	 	Title:  	Treasurer, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. 	 	

 

 	 	 	 	 	
 	Rockwall CDO LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc., Its General Partner
as a Lender
 	 	
 	By:  	          /s/ Brian Lohrding  	 	
 	 	Name:  	Brian Lohrding 	 	
 	 	Title:  	Treasurer, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. 	 	
 	
 	Red River CLO Ltd.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc., Its General Partner
as a Lender
 	 	
 	By:  	          /s/ Brian Lohrding  	 	
 	 	Name:  	Brian Lohrding 	 	
 	 	Title:  	Treasurer, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. 	 	
 	
 	Loan Funding VII LLC
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc., Its General Partner
as a Lender
 	 	
 	By:  	          /s/ Brian Lohrding  	 	
 	 	Name:  	Brian Lohrding 	 	
 	 	Title:  	Treasurer, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. 	 	

 

 	 	 	 	 	
 	Liberty CLO, Ltd.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc., Its General Partner
as a Lender
 	 	
 	By:  	          /s/ Brian Lohrding  	 	
 	 	Name:  	Brian Lohrding 	 	
 	 	Title:  	Treasurer, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. 	 	
 	
 	HSH Nordbank AG, New York Branch
as a Lender
 	 	
 	By:  	          /s/ T. K. Emmons  	 	
 	 	Name:  	T. K. Emmons 	 	
 	 	Title:  	SUP 	 	

 	By:  	          /s/ Lisa Cintron  	 	
 	 	Name:  	Lisa Cintron 	 	
 	 	Title:  	Vice President 	 	
 	
 	AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management, Inc., as
Sub-Advisor
 	 	
 	By:  	          /s/ Angela Gambardella  	 	
 	 	Name:  	Angela Gambardella 	 	
 	 	Title:  	Authorized Signatory 	 	
 	
 	DIVERSIFIED CREDIT PORTFOLIA LTD.
By: INVESCO Senior Secured Management, Inc., as
Investment Advisor
 	 	
 	By:  	          /s/ Angela Gambardella  	 	
 	 	Name:  	Angela Gambardella 	 	
 	 	Title:  	Authorized Signatory 	 	

 

 	 	 	 	 	
 	Atlas Loan Funding 7, LLC
By: Atlas Capital Funding, Ltd.
By: Structured Asset Investors, LLC
Its Investment Manager
as a Lender
 	 	
 	By:  	          /s/ Diana M. Himes  	 	
 	 	Name:  	Diana M. Himes 	 	
 	 	Title:  	Associate 	 	
 	
 	NAUTIQUE FUNDING LTD.
By: INVESCO Senior Secured Management, Inc., as
Collateral Manager
 	 	
 	By:  	          /s/ Angela Gambardella  	 	
 	 	Name:  	Angela Gambardella 	 	
 	 	Title:  	Authorized Signatory 	 	
 	
 	SAGAMORE CLO LTD.
By: INVESCO Senior Secured Management, Inc., as
Collateral Manager
 	 	
 	By:  	          /s/ Angela Gambardella  	 	
 	 	Name:  	Angela Gambardella 	 	
 	 	Title:  	Authorized Signatory 	 	
 	
 	SARATOGA CLO I, LIMITED
By: INVESCO Senior Secured Management, Inc., as the
Asset Manager
 	 	
 	By:  	          /s/ Angela Gambardella  	 	
 	 	Name:  	Angela Gambardella 	 	
 	 	Title:  	Authorized Signatory 	 	

 

 	 	 	 	 	
 	SKY LOAN FUNDING LLC
as a Lender
 	 	
 	By:  	          /s/ David Balmert  	 	
 	 	Name:  	David Balmert 	 	
 	 	Title:  	Attorney-in-Kind 	 	
 	
 	KINGSLAND III, LTD.,
as a Lender
 	 	
 	By:  	          /s/ Vincent Siino  	 	
 	 	Name:  	Vincent Siino 	 	
 	 	Title:  	Authorized Officer, Kingsland Capital Management, LLC, as Manager 	 	
 	
 	KINGSLAND II, LTD.,
as a Lender
 	 	
 	By:  	          /s/ Vincent Siino  	 	
 	 	Name:  	Vincent Siino 	 	
 	 	Title:  	Authorized Officer, Kingsland Capital Management, LLC, as Manager 	 	
 	
 	KINGSLAND I, LTD.,
as a Lender
 	 	
 	By:  	          /s/ Vincent Siino  	 	
 	 	Name:  	Vincent Siino 	 	
 	 	Title:  	Authorized Officer, Kingsland Capital Management, LLC, as Manager 	 	

 

 	 	 	 	 	
 	Bushnell CBNA Loan Funding LLC, for itself or as
agent for Bushnell CFPI Loan Funding L.L.C.
as a Lender
 	 	
 	By:  	          /s/ Molly Walter  	 	
 	 	Name:  	Molly Walter 	 	
 	 	Title:  	Attorney-in-Fact 	 	
 	
 	Grand Central Asset Trust, FPV Series
 	 	
 	By:  	          /s/ Beata Konopko  	 	
 	 	Name:  	Beata Konopko 	 	
 	 	Title:  	Attorney-in-Fact 	 	
 	
 	Trumbull THC2 Loan Funding LLC, for itself or as
agent for Trumbull THC2 CFPI Loan Funding L.L.C.
as a Lender
 	 	
 	By:  	          /s/ Molly Walter  	 	
 	 	Name:  	Molly Walter 	 	
 	 	Title:  	Attorney-in-Fact 	 	
 	
 	Grand Central Asset Trust, PFV Series
 	 	
 	By:  	          /s/ Beata Konopko  	 	
 	 	Name:  	Beata Konopko 	 	
 	 	Title:  	Attorney-in-Fact 	 	

 

 	 	 	 	 	
 	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 	 	
 	
 	LONG LANE MASTER TRUST IV
as a Lender
 	 	
 	By:  	          /s/ Christina L. Ramseur  	 	
 	 	Name:  	Christina L. Ramseur 	 	
 	 	Title:  	Authorized Agent 	 	
 	
 	LATITUDE CLO II, LTD
as a Lender
 	 	
 	By:  	          /s/ Chauncey F. Lufkin  	 	
 	 	Name:  	Chauncey F. Lufkin 	 	
 	 	Title:  	CIO 	 	
 	
 	Luminus Energy Partners Master Fund, Ltd.
as a Lender
 	 	
 	By:  	          /s/ Paul Segal  	 	
 	 	Name:  	Paul Segal 	 	
 	 	Title:  	Director 	 	
 	
 	CONTINENTAL CASUALTY COMPANY
as a Lender
 	 	
 	By:  	          /s/ Marilou R. McGirr  	 	
 	 	Name:  	Marilou R. McGirr 	 	
 	 	Title:  	Vice President and Assistant Treasurer 	 	

 

 	 	 	 	 	
 	GANNETT PEAK CLO I, LTD.
By: McDonnell Investment Management, LLC, as
Investment Manager
as a Lender
 	 	
 	By:  	          /s/ Kathleen A. Zarn  	 	
 	 	Name:  	Kathleen A. Zarn 	 	
 	 	Title:  	Vice President 	 	
 	
 	MCDONNELL LOAN OPPORTUNITY LTD.
By: McDonnell Investment Management, LLC, as
Investment Manager
as a Lender
 	 	
 	By:  	          /s/ Kathleen A. Zarn  	 	
 	 	Name:  	Kathleen A. Zarn 	 	
 	 	Title:  	Vice President 	 	
 	
 	WIND RIVER CLO II — TATE INVESTORS, LTD.
By: McDonnell Investment Management, LLC, as Manager
as a Lender
 	 	
 	By:  	          /s/ Kathleen A. Zarn  	 	
 	 	Name:  	Kathleen A. Zarn 	 	
 	 	Title:  	Vice President 	 	
 	
 	WIND RIVER CLO I, LTD.
By: McDonnell Investment Management, LLC, as Manager
as a Lender
 	 	
 	By:  	          /s/ Kathleen A. Zarn  	 	
 	 	Name:  	Kathleen A. Zarn 	 	
 	 	Title:  	Vice President 	 	

 

 	 	 	 	 	
 	Senior High Income Portfolio, Inc.
BlackRock Debt Strategies Fund, Inc.
BlackRock Diversified Income Strategies Portfolio, Inc.
BlackRock Floating Rate Income Strategies Fund, Inc.
BlackRock Floating Rate Income Strategies Fund II, Inc.
Master Senior Floating Rate Trust
as Lenders
 	 	
 	By:  	          /s/ Tom Colwell  	 	
 	 	Name:  	Tom Colwell 	 	
 	 	Title:  	Authorized Signatory 	 	
 	
 	MERRILL LYNCH CREDIT PRODUCTS, LLC
as a Lender
 	 	
 	By:  	          /s/ Neyda Darias  	 	
 	 	Name:  	Neyda Darias 	 	
 	 	Title:  	Vice President 	 	
 	
 	SOF INVESTMENTS, L.P.
as a Lender
 	 	
 	By:  	          /s/ Marc R. Lisker  	 	
 	 	Name:  	Marc R. Lisker 	 	
 	 	Title:  	Manager and General Counsel 	 	
 	
 	Restoration Holdings Ltd.
as a Lender
 	 	
 	By:  	          /s/ Pamela M. Lawrence  	 	
 	 	Name:  	Pamela M. Lawrence 	 	
 	 	Title:  	Director 	 	

 

 	 	 	 	 	
 	OAK HILL CREDIT OPPORTUNITIES FINANCING, LTD.
 	 	
 	By:  	          /s/ Scott D. Krase  	 	
 	 	Name:  	Scott D. Krase 	 	
 	 	Title:  	Authorized Person 	 	
 	
 	OHSF FINANCING, LTD.
 	 	
 	By:  	          /s/ Scott D. Krase  	 	
 	 	Name:  	Scott D. Krase 	 	
 	 	Title:  	Authorized Person 	 	
 	
 	OHSF II FNANCING, LTD.
 	 	
 	By:  	          /s/ Scott D. Krase  	 	
 	 	Name:  	Scott D. Krase 	 	
 	 	Title:  	Authorized Person 	 	

 	 	OAK HILL CREDIT ALPHA FINANCE I, LLC	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	Oak Hill Credit Alpha Fund, L.P.
Its Member	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	Oak Hill Credit Alpha Gen Par, L.P.
Its General Partner	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	Oak Hill Credit Alpha MGR, LLC,
Its General Partner	 	 	

 	By:  	          /s/ Scott D. Krase  	 	
 	 	Name:  	Scott D. Krase 	 	
 	 	Title:  	Authorized Person 	 	
 	
 	OAK HILL CREDIT ALPHA FINANCE I (OFFSHORE), LTD.
 	 	
 	By:  	          /s/ Scott D. Krase  	 	
 	 	Name:  	Scott D. Krase 	 	
 	 	Title:  	Authorized Person 	 	

 

 	 	 	 	 	
 	OAK HILL CREDIT OPPORTUNITIES FINANCING, LTD.
 	 	
 	By:  	          /s/ Scott D. Krase  	 	
 	 	Name:  	Scott D. Krase 	 	
 	 	Title:  	Authorized Person 	 	
 	
 	OHSF II FNANCING, LTD.
 	 	
 	By:  	          /s/ Scott D. Krase  	 	
 	 	Name:  	Scott D. Krase 	 	
 	 	Title:  	Authorized Person 	 	
 	
 	OHSF II FNANCING, LTD.
 	 	
 	By:  	          /s/ Scott D. Krase  	 	
 	 	Name:  	Scott D. Krase 	 	
 	 	Title:  	Authorized Person 	 	
 	
 	HarbourView CLO 2006-1, Ltd
as a Lender
 	 	
 	By:  	          /s/ Sherry Settle  	 	
 	 	Name:  	Sherry Settle 	 	
 	 	Title:  	Manager 	 	
 	
 	Oppenheimer Senior Floating Rate Fund,
as a Lender
 	 	
 	By:  	          /s/ Sherry Settle  	 	
 	 	Name:  	Sherry Settle 	 	
 	 	Title:  	Manager 	 	

 

 	 	 	 	 	
 	HARBOUR TOWN FUNDING LLC
as a Lender
 	 	
 	By:  	          /s/ Christina L. Ramseur  	 	
 	 	Name:  	Christina L. Ramseur 	 	
 	 	Title:  	Assistant Vice President 	 	
 	
 	TRS BRUIN LLC
By: Deutsche Bank AG Cayman Islands Branch
Its sole member
By: DB Services New Jersey, Inc.,
as a Lender
 	 	
 	By:  	          /s/ Alice L. Wagner  	 	
 	 	Name:  	Alice L. Wagner 	 	
 	 	Title:  	Vice President 	 	

 	By:  	          /s/ Edward Schaffer  	 	
 	 	Name:  	Edward Schaffer 	 	
 	 	Title:  	Vice President 	 	
 	
 	Dryden VII — Leveraged Loan CDO 2004
 	 	
 	By:  	          /s/ Stephen J. Collins  	 	
 	 	Name:  	Stephen J. Collins, VP 	 	
 	 	Title:  	Prudential Investment Management, Inc., as Collateral Manager 	 	
 	
 	Dryden V — Leveraged Loan CDO 2004
 	 	
 	By:  	          /s/ Stephen J. Collins  	 	
 	 	Name:  	Stephen J. Collins, VP 	 	
 	 	Title:  	Prudential Investment Management, Inc., as Collateral Manager 	 	

 

 	 	 	 	 	
 	Dryden VIII — Leveraged Loan CDO 2005
 	 	
 	By:  	          /s/ Stephen J. Collins  	 	
 	 	Name:  	Stephen J. Collins, VP 	 	
 	 	Title:  	Prudential Investment Management, Inc., as Collateral Manager 	 	
 	
 	Loan Funding V, LLC
 	 	
 	By:  	          /s/ Stephen J. Collins  	 	
 	 	Name:  	Stephen J. Collins, VP 	 	
 	 	Title:  	Prudential Investment Management, Inc., as Portfolio Manager 	 	
 	
 	Dryden XVI — Leveraged Loan CDO 2004
 	 	
 	By:  	          /s/ Stephen J. Collins  	 	
 	 	Name:  	Stephen J. Collins, VP 	 	
 	 	Title:  	Prudential Investment Management, Inc., as Collateral Manager 	 	
 	
 	BOSTON HARBOR CLO 2004-1, Ltd.
 	 	
 	By:  	          /s/ Beth Mazor  	 	
 	 	Name:  	Beth Mazor 	 	
 	 	Title:  	V.P. 	 	
 	
 	PUTNAM BANK LOAN FUND (CAYMAN) MASTER FUND, a series of the PUTNAM OFFSHORE MASTER SERIES TRUST, by The Putnam Advisory Company, LLC
 	 	
 	By:  	          /s/ Angela Patel  	 	
 	 	Name:  	Angela Patel 	 	
 	 	Title:  	Vice President 	 	

 

 	 	 	 	 	
 	PUTNAM FLOATING RATE INCOME FUND
 	 	
 	By:  	          /s/ Beth Mazor  	 	
 	 	Name:  	Beth Mazor 	 	
 	 	Title:  	V.P. 	 	
 	
 	Yorkville CBNA Loan Funding LLC, for itself or
as agent for Yorkville CFPI Loan Funding LLC
as a Lender
 	 	
 	By:  	          /s/ Molly Walter  	 	
 	 	Name:  	Molly Walter 	 	
 	 	Title:  	Attorney-in-Fact 	 	
 	
 	TRS LEDA , LLC

By: Deutsche Bank AG New York Branch, Its Sole Member

By: DB Services New Jersey, Inc. s a Lender
 	 	
 	By:  	          /s/ Alice L. Wagner  	 	
 	 	Name:  	Alice L. Wagner 	 	
 	 	Title:  	Vice President 	 	

 	By:  	          /s/ Deborah O’Keefe  	 	
 	 	Name:  	Deborah O’Keefe 	 	
 	 	Title:  	Vice President 	 	
 	
 	Raven Credit Opportunities Master Fund, Ltd.
By: Raven Asset Management, LLC
As Investment Advisor
as a Lender
 	 	
 	By:  	          /s/ Kevin Gerlitz  	 	
 	 	Name:  	Kevin Gerlitz 	 	
 	 	Title:  	CFO 	 	

 

 	 	 	 	 	
 	RCG Corporation Master Fund, Ltd.
as a Lender
 	 	
 	By:  	          /s/ Jeffrey H. Solomon  	 	
 	 	Name:  	Jeffrey H. Solomon 	 	
 	 	Title:  	Authorized Signatory 	 	
 	
 	Sankaty Advisors, LLC as Collateral Manager for
Race Point CLO, Limited, as Term Lender

as a Lender
 	 	
 	By:  	          /s/ Alan K. Halfenger  	 	
 	 	Name:  	Alan K. Halfenger 	 	
 	 	Title:  	Chief Compliance Officer Assistant Secretary 	 	
 	
 	Sankaty Advisors, LLC as Collateral Manager for
Race Point III CLO, Limited, as Term Lender

as a Lender
 	 	
 	By:  	          /s/ Alan K. Halfenger  	 	
 	 	Name:  	Alan K. Halfenger 	 	
 	 	Title:  	Chief Compliance Officer Assistant Secretary 	 	
 	
 	Sankaty High Yield Partners, III, L.P.

as a Lender
 	 	
 	By:  	          /s/ Alan K. Halfenger  	 	
 	 	Name:  	Alan K. Halfenger 	 	
 	 	Title:  	Chief Compliance Officer Assistant Secretary 	 	

 

 	 	 	 	 	
 	Chatham Light II CLO, Limited, by Sankaty
Advisors LLC, as Collateral Manager

as a Lender
 	 	
 	By:  	          /s/ Alan K. Halfenger  	 	
 	 	Name:  	Alan K. Halfenger 	 	
 	 	Title:  	Chief Compliance Officer Assistant Secretary 	 	
 	
 	Sankaty Advisors, LLC as Collateral Manager for
Loan Funding XI LLC, As Term Lender

as a Lender
 	 	
 	By:  	          /s/ Alan K. Halfenger  	 	
 	 	Name:  	Alan K. Halfenger 	 	
 	 	Title:  	Chief Compliance Officer Assistant Secretary 	 	
 	
 	Sankaty Advisors, LLC as Collateral Manager for
Castle Hill III CLO, Limited, as Term Lender

as a Lender
 	 	
 	By:  	          /s/ Alan K. Halfenger  	 	
 	 	Name:  	Alan K. Halfenger 	 	
 	 	Title:  	Chief Compliance Officer Assistant Secretary	 	
 	
 	Sankaty Advisors, LLC as Collateral Manager for Castle Hill II - INGOTS, Ltd., as Term Lender 		
 	
 	as a Lender
 	 	
 	By:  	          /s/ Alan K. Halfenger  	 	
 	 	Name:  	Alan K. Halfenger 	 	
 	 	Title:  	Chief Compliance Officer Assistant Secretary 	 	

 

 	 	 	 	 	
 	Sankaty Advisors, LLC as Collateral Manager for
Nash Point CLO, Limited, as Term Lender

as a Lender
 	 	
 	By:  	          /s/ Alan K. Halfenger  	 	
 	 	Name:  	Alan K. Halfenger 	 	
 	 	Title:  	Chief Compliance Officer Assistant Secretary 	 	
 	
 	Sankaty Advisors, LLC as Collateral Manager for
Prospect Funding I, LLC, as Term Lender

as a Lender
 	 	
 	By:  	          /s/ Alan K. Halfenger  	 	
 	 	Name:  	Alan K. Halfenger 	 	
 	 	Title:  	Chief Compliance Officer Assistant Secretary 	 	
 	
 	Katonah III Ltd by Sankaty Advisors, LLC as
Sub-Advisors

as a Lender
 	 	
 	By:  	          /s/ Alan K. Halfenger  	 	
 	 	Name:  	Alan K. Halfenger 	 	
 	 	Title:  	Chief Compliance Officer Assistant Secretary 	 	
 	
 	Chatham Light II CLO, Limited, by Sankaty
Advisors LLC as Collateral Manager

as a Lender
 	 	
 	By:  	          /s/ Alan K. Halfenger  	 	
 	 	Name:  	Alan K. Halfenger 	 	
 	 	Title:  	Chief Compliance Officer Assistant Secretary 	 	

 

 	 	 	 	 	
 	Satellite Senior Income Fund II, LLC
By: Satellite Asset Management, L.P.
Its Investment Manager

as a Lender
 	 	
 	By:  	          /s/ Simon Raykher  	 	
 	 	Name:  	Simon Raykher 	 	
 	 	Title:  	General Counsel 	 	
 	
 	FIELD POINT II, LTD.,
as a Lender
 	 	
 	By:  	          /s/ Richard Petrilli  	 	
 	 	Name:  	Richard Petrilli 	 	
 	 	Title:  	Authorized Signatory 	 	
 	
 	FIELD POINT III, LTD.,
as a Lender
 	 	
 	By:  	          /s/ Richard Petrilli  	 	
 	 	Name:  	Richard Petrilli 	 	
 	 	Title:  	Authorized Signatory 	 	

 

 	 	 	 	 	
 	TRS CALLISTO LLC
By: Deutsche Bank AG New York Branch, its Sole Member
By: DB Services New Jersey, Inc.
as a Lender
 	 	
 	By:  	          /s/ Alice L. Wagner  	 	
 	 	Name:  	Alice L. Wagner 	 	
 	 	Title:  	Vice President 	 	

 	By:  	          /s/ Deirdre Whorton  	 	
 	 	Name:  	Deirdre Whorton 	 	
 	 	Title:  	Assistant Vice President 	 	
 	
 	SOL Loan Funding LLC
as a Lender
 	 	
 	By:  	          /s/ Molly Walter  	 	
 	 	Name:  	Molly Walter 	 	
 	 	Title:  	Attorney-in-Fact 	 	

 	Stone Tower CLO V Ltd.
By:      Stone Tower Debt Advisors LLC,
           as its Collateral Manager
 	 	
 	By:  	          /s/ Michael W. Delpercio  	 	
 	 	Name:  	Michael W. Delpercio 	 	
 	 	Title:  	Authorized Signatory 	 	
 	
 	Rampart CLO I Ltd.
By:      Stone Tower Debt Advisors LLC,
            as its Collateral Manager
 	 	
 	By:  	          /s/ Michael W. Delpercio  	 	
 	 	Name:  	Michael W. Delpercio 	 	
 	 	Title:  	Authorized Signatory 	 	

 

 	 	 	 	 	
 	Cornerstone CLO Ltd.
By:      Stone Tower Debt Advisors LLC,
            as its Collateral Manager
 	 	
 	By:  	          /s/ Michael W. Delpercio  	 	
 	 	Name:  	Michael W. Delpercio 	 	
 	 	Title:  	Authorized Signatory 	 	
 	
 	Stone Tower Credit Funding I Ltd.
By:      Stone Tower Fund Management LLC,
            as its Collateral Manager
 	 	
 	By:  	          /s/ Michael W. Delpercio  	 	
 	 	Name:  	Michael W. Delpercio 	 	
 	 	Title:  	Authorized Signatory 	 	
 	
 	Stone Tower CLO II Ltd.
By:      Stone Tower Debt Advisors LLC,
            as its Collateral Manager
 	 	
 	By:  	          /s/ Michael W. Delpercio  	 	
 	 	Name:  	Michael W. Delpercio 	 	
 	 	Title:  	Authorized Signatory 	 	
 	
 	Granite Ventures III Ltd.
By:      Stone Tower Debt Advisors LLC,
            as its Collateral Manager
 	 	
 	By:  	          /s/ Michael W. Delpercio  	 	
 	 	Name:  	Michael W. Delpercio 	 	
 	 	Title:  	Authorized Signatory 	 	

 

 	 	 	 	 	
 	Granite Ventures II Ltd.
By:      Stone Tower Debt Advisors LLC,
            as its Collateral Manager
 	 	
 	By:  	          /s/ Michael W. Delpercio  	 	
 	 	Name:  	Michael W. Delpercio 	 	
 	 	Title:  	Authorized Signatory 	 	
 	
 	Granite Ventures I Ltd.
By:     Stone Tower Debt Advisors LLC,
            as its Collateral Manager
 	 	
 	By:  	          /s/ Michael W. Delpercio  	 	
 	 	Name:  	Michael W. Delpercio 	 	
 	 	Title:  	Authorized Signatory 	 	
 	
 	Stone Tower CLO IV Ltd.
By:     Stone Tower Debt Advisors LLC,
           as its Collateral Manager
 	 	
 	By:  	          /s/ Michael W. Delpercio  	 	
 	 	Name:  	Michael W. Delpercio 	 	
 	 	Title:  	Authorized Signatory 	 	
 	
 	Galaxy V CLO, LTD
By: AIG Global Investment Corp.
its Collateral Manager, as a Lender
 	 	
 	By:  	          /s/ Steven S. Oh  	 	
 	 	Name:  	Steven S. Oh 	 	
 	 	Title:  	Managing Director 	 	

 

 	 	 	 	 	
 	Galaxy VI CLO, LTD
By: AIG Global Investment Corp.
its Collateral Manager, as a Lender
 	 	
 	By:  	          /s/ Steven S. Oh  	 	
 	 	Name:  	Steven S. Oh 	 	
 	 	Title:  	Managing Director 	 	
 	
 	Centurion CDO VI, Ltd.
By:     RiverSource Investments, LLC
           as Collateral Manager
as a Lender
 	 	
 	By:  	          /s/ Robin C. Stancil  	 	
 	 	Name:  	Robin C. Stancil 	 	
 	 	Title:  	Director of Operations 	 	
 	
 	Centurion CDO VII, Ltd.
By:    RiverSource Investments, LLC
          as Collateral Manager
as a Lender
 	 	
 	By:  	          /s/ Robin C. Stancil  	 	
 	 	Name:  	Robin C. Stancil 	 	
 	 	Title:  	Director of Operations 	 	
 	
 	Centurion CDO 8, Limited
By:     RiverSource Investments, LLC
          as Collateral Manager
as a Lender
 	 	
 	By:  	          /s/ Robin C. Stancil  	 	
 	 	Name:  	Robin C. Stancil 	 	
 	 	Title:  	Director of Operations 	 	

 

 	 	 	 	 	
 	Centurion CDO 9, Ltd.
By:     RiverSource Investments, LLC
          as Collateral Manager
as a Lender
 	 	
 	By:  	          /s/ Robin C. Stancil  	 	
 	 	Name:  	Robin C. Stancil 	 	
 	 	Title:  	Director of Operations 	 	
 	
 	Centurion CDO 9, Ltd.
By:     RiverSource Investments, LLC
          as Collateral Manager
as a Lender
 	 	
 	By:  	          /s/ Robin C. Stancil  	 	
 	 	Name:  	Robin C. Stancil 	 	
 	 	Title:  	Director of Operations 	 	
 	
 	Centurion CDO XI, Limited
By:     RiverSource Investments, LLC
          as Collateral Manager
as a Lender
 	 	
 	By:  	          /s/ Robin C. Stancil  	 	
 	 	Name:  	Robin C. Stancil 	 	
 	 	Title:  	Director of Operations 	 	
 	
 	Centurion CDO 12, Limited
By:     RiverSource Investments, LLC
          as Collateral Manager
as a Lender
 	 	
 	By:  	          /s/ Robin C. Stancil  	 	
 	 	Name:  	Robin C. Stancil 	 	
 	 	Title:  	Director of Operations 	 	

 

 	 	 	 	 	
 	RiverSource Bond Series, Inc.
RiverSource Floating Rate Fund
as a Lender
 	 	
 	By:  	          /s/ Robin C. Stancil  	 	
 	 	Name:  	Robin C. Stancil 	 	
 	 	Title:  	Assistant Vice President 	 	
 	
 	IDS Life Insurance Company
By:     RiverSource Investments, LLC
          as Collateral Manager
as a Lender
 	 	
 	By:  	          /s/ Yvonne E. Stevens  	 	
 	 	Name:  	Yvonne E. Stevens 	 	
 	 	Title:  	Senior Managing Director 	 	
 	
 	Ameriprise Certificate Company
By:    RiverSource Investments, LLC
          as Collateral Manager
as a Lender
 	 	
 	By:  	          /s/ Yvonne E. Stevens  	 	
 	 	Name:  	Yvonne E. Stevens 	 	
 	 	Title:  	Senior Managing Director 	 	
 	
 	Centurion CDO II, Ltd.
By:     RiverSource Investments, LLC
          as Collateral Manager
as a Lender
 	 	
 	By:  	          /s/ Robin C. Stancil  	 	
 	 	Name:  	Robin C. Stancil 	 	
 	 	Title:  	Director of Operations 	 	

 

 	 	 	 	 	
 	Taconic Capital Partners 1.5 LP,
By: Taconic Capital Advisors LLC, its investment
advisor
as a Lender
 	 	
 	By:  	          /s/ Jon Jachman  	 	
 	 	Name:  	Jon Jachman 	 	
 	 	Title:  	Principal 	 	
 	
 	The Foothill Group, Inc.
as a Lender
 	 	
 	By:  	          /s/ Dennis Ascher  	 	
 	 	Name:  	Dennis Ascher 	 	
 	 	Title:  	Senior Vice President 	 	
 	
 	VRS Venor LLC

By: Deutsche Bank AG Cayman Islands Branch, Its Sole Member

By: DB Services New Jersey, Inc.

as a Lender
 	 	
 	By:  	          /s/ Alice R. Wagner  	 	
 	 	Name:  	Alice R. Wagner 	 	
 	 	Title:  	Vice President 	 	

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

 

 	 	 	 	 	
 	GENERAL PARTNER:
TCW BASS LAKE PARTNERS, L.P.,
as General Partner

TCW ASSET MANAGEMENT COMPANY
its Managing Member
 	 	
 	By:  	          /s/ Melissa V. Weiler  	 	
 	 	Name:  	Melissa V. Weiler 	 	
 	 	Title:  	Managing Director 	 	

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

Those Persons Identified on the Records of the
General Partner

By: TCW Bass Lake Partners, L.P.,
as attorney-in-fact

By: TCW ASSET MANAGEMENT COMPANY
its Managing Member
 	 	
 	By:  	          /s/ Melissa V. Weiler  	 	
 	 	Name:  	Melissa V. Weiler 	 	
 	 	Title:  	Managing Director 	 	

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

 

 	 	 	 	 	
 	VITESSE CLO LTD.
By: TCW Advisors as its Portfolio Manager
 	 	
 	By:  	          /s/ Wayne Hosang  	 	
 	 	Name:  	Wayne Hosang 	 	
 	 	Title:  	Vice President 	 	

 	By:  	          /s/ Vikas Mavinkurve  	 	
 	 	Name:  	Vikas Mavinkurve 	 	
 	 	Title:  	Vice President 	 	
 	
 	CELEBRITY CLO LIMITED
By: TCW Advisors. Inc., as Agent
 	 	
 	By:  	          /s/ Wayne Hosang  	 	
 	 	Name:  	Wayne Hosang 	 	
 	 	Title:  	Vice President 	 	

 	By:  	          /s/ Vikas Mavinkurve  	 	
 	 	Name:  	Vikas Mavinkurve 	 	
 	 	Title:  	Vice President 	 	
 	
 	VELOCITY CLO, LTD.
By: TCW Advisors. Inc., its Collateral Manager
 	 	
 	By:  	          /s/ Wayne Hosang  	 	
 	 	Name:  	Wayne Hosang 	 	
 	 	Title:  	Vice President 	 	

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

 

 	 	 	 	 	
 	TCW SELECT LOAN FUND, LIMITED
By: TCW Advisors. Inc., as its Collateral Manager
 	 	
 	By:  	          /s/ Wayne Hosang  	 	
 	 	Name:  	Wayne Hosang 	 	
 	 	Title:  	Vice President 	 	

 	By:  	          /s/ Vikas Mavinkurve  	 	
 	 	Name:  	Vikas Mavinkurve 	 	
 	 	Title:  	Vice President 	 	
 	
 	TCW Senior Secured Floating Rate Loan Fund, L.P.
By: TCW Advisors. Inc., as its Investment Advisor
 	 	
 	By:  	          /s/ Wayne Hosang  	 	
 	 	Name:  	Wayne Hosang 	 	
 	 	Title:  	Vice President 	 	

 	By:  	          /s/ Vikas Mavinkurve  	 	
 	 	Name:  	Vikas Mavinkurve 	 	
 	 	Title:  	Vice President 	 	
 	
 	TCW Senior Secured Loan Fund
By: TCW Advisors. Inc., as its Investment Advisor
 	 	
 	By:  	          /s/ Wayne Hosang  	 	
 	 	Name:  	Wayne Hosang 	 	
 	 	Title:  	Vice President 	 	

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

 

 	 	 	 	 	
 	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/ Wayne Hosang  	 	
 	 	Name:  	Wayne Hosang 	 	
 	 	Title:  	Vice President 	 	

 	By:  	          /s/ Vikas Mavinkurve  	 	
 	 	Name:  	Vikas Mavinkurve 	 	
 	 	Title:  	Vice President 	 	
 	
 	FIRST 2004-II CLO, LTD.
By: TCW Advisors. Inc., its Collateral Manager
 	 	
 	By:  	          /s/ Wayne Hosang  	 	
 	 	Name:  	Wayne Hosang 	 	
 	 	Title:  	Vice President 	 	

 	By:  	          /s/ Vikas Mavinkurve  	 	
 	 	Name:  	Vikas Mavinkurve 	 	
 	 	Title:  	Vice President 	 	
 	
 	FIRST 2004-I CLO, LTD.
By: TCW Advisors. Inc.,
its Collateral Manager
 	 	
 	By:  	          /s/ Wayne Hosang  	 	
 	 	Name:  	Wayne Hosang 	 	
 	 	Title:  	Vice President 	 	

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

 

 	 	 	 	 	
 	WG Horizons CLO I, as a Lender
By:     West Gate Horizons Advisors LLC,
           as Manager
 	 	
 	By:  	          /s/ Gordon R. Cook  	 	
 	 	Name:  	Gordon R. Cook 	 	
 	 	Title:  	Senior Credit Analyst 	 	
 	
 	WG Horizons CLO I, as a Lender
By:     West Gate Horizons Advisors LLC,
           as Manager
 	 	
 	By:  	          /s/ Gordon R. Cook  	 	
 	 	Name:  	Gordon R. Cook 	 	
 	 	Title:  	Senior Credit Analyst 	 	
 	
 	ENDURANCE CLO I., LTD, as a Lender
c/o West Gate Horizons Advisors LLC,
As Portfolio Manager
 	 	
 	By:  	          /s/ Gordon R. Cook  	 	
 	 	Name:  	Gordon R. Cook 	 	
 	 	Title:  	Senior Credit Analyst 	 	
 	
 	Union Bank of California, N.A.
as a Lender
 	 	
 	By:  	          /s/ Bryan Read  	 	
 	 	Name:  	Bryan Read 	 	
 	 	Title:  	Vice President 	 	

 

 	 	 	 	 	
 	PRESIDENT & FELLOWS of HARVARD COLLEGE (Ref: Harvard Special Situations Account), as a Lender

By:     Whippoorwill Associates, Incorporated,
           its agent and authorized signatory
 	 	
 	By:  	          /s/ Shelley F. Greenhaus  	 	
 	 	Name:  	Shelley F. Greenhaus 	 	
 	 	Title:  	President 	 	
 	
 	BLUE CROSS OF CALIFORNIA, as a Lender

By:     Whippoorwill Associates, Incorporated,
           its agent and authorized signatory
 	 	
 	By:  	          /s/ Shelley F. Greenhaus  	 	
 	 	Name:  	Shelley F. Greenhaus 	 	
 	 	Title:  	President 	 	
 	
 	WHIPPOORWILL ASSOCIATES, INC. PROFIT SHARING PLAN, as a Lender
 	 	
 	By:  	          /s/ Shelley F. Greenhaus  	 	
 	 	Name:  	Shelley F. Greenhaus 	 	
 	 	Title:  	Trustee 	 	
 	
 	WHIPPOORWILL DISTRESSED OPPORTUNITY FUND, L.P., as a Lender

By:     Whippoorwill Distressed Opportunity Fund
          GP, LLC, its general partner
By:     Whippoorwill Associates, Incorporated,
          its managing member
 	 	
 	By:  	          /s/ Shelley F. Greenhaus  	 	
 	 	Name:  	Shelley F. Greenhaus 	 	
 	 	Title:  	President 	 	

 

 	 	 	 	 	
 	WHIPPOORWILL OFFSHORE DISTRESSED OPPORTUNITY FUND, LTD., as a Lender

By:     Whippoorwill Associates, Incorporated,
          its agent and authorized signatory
 	 	
 	By:  	          /s/ Shelley F. Greenhaus  	 	
 	 	Name:  	Shelley F. Greenhaus 	 	
 	 	Title:  	President 	 	
 	
 	PRESIDENT & FELLOWS of HARVARD COLLEGE, as a Lender

By:     Whippoorwill Associates, Incorporated,
          its agent and authorized signatory
 	 	
 	By:  	          /s/ Shelley F. Greenhaus  	 	
 	 	Name:  	Shelley F. Greenhaus 	 	
 	 	Title:  	President 	 	
 	
 	SILVERADO CLO 2006-1 LIMITED,
as a Lender

By: Wells Capital Management as Portfolio Manager
 	 	
 	By:  	          /s/ Philip Susser  	 	
 	 	Name:  	Philip Susser 	 	
 	 	Title:  	Senior Analyst 	 	
 	
 	VULCAN VENTURES, INC.,
as a Lender
 	 	
 	By:  	          /s/ Philip Susser  	 	
 	 	Name:  	Philip Susser 	 	
 	 	Title:  	Senior Analyst 	 	

 

 	 	 	 	 	
 	WELLS CAPITAL MANAGEMENT 16463700,
as a Lender
 	 	
 	By:  	          /s/ Philip Susser  	 	
 	 	Name:  	Philip Susser 	 	
 	 	Title:  	Senior Analyst 	 	
 	
 	WELLS CAPITAL MANAGEMENT 13823100,
as a Lender
 	 	
 	By:  	          /s/ Philip Susser  	 	
 	 	Name:  	Philip Susser 	 	
 	 	Title:  	Senior Analyst 	 	
 	
 	WELLS CAPITAL MANAGEMENT 12222133,
as a Lender
 	 	
 	By:  	          /s/ Philip Susser  	 	
 	 	Name:  	Philip Susser 	 	
 	 	Title:  	Senior Analyst 	 	
 	
 	WELLS CAPITAL MANAGEMENT 18866500,
as a Lender
 	 	
 	By:  	          /s/ Philip Susser  	 	
 	 	Name:  	Philip Susser 	 	
 	 	Title:  	Senior Analyst 	 	

 

 	 	 	 	 	
 	LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, as a Lender
 	 	
 	By:  	          /s/ Phillip J. Kirkham  	 	
 	 	Name:  	Phillip J. Kirkham 	 	
 	 	Title:  	Vice President, Corporate Finance Division, Structured Finance 	 	

 	By:  	          /s/ David A. Leech  	 	
 	 	Name:  	David A. Leech 	 	
 	 	Title:  	Senior Vice President, Manager, Corporate Finance Division 	 	
 	
 	OCM High Yield Plus Fund, L.P.
As a Lender

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 [illegible]  	 	
 	 	Name:  	 	 	
 	 	Title:  	 	 	

 

Exhibit A
to the Third Amendment
Annex 6.7A of Schedule 6.7
to the Credit Agreement

 

Exhibit B
to the Third Amendment

 

EXHIBIT I
to the Credit Agreement
FORM OF
PREPAYMENT OPTION NOTICE
Dated: ____, 200_
Deutsche Bank Trust Company Americas,
as First Priority Agent
Global Products Leveraged Loan Portfolio
60 Wall Street
New York, New York 10005
Attention: Marcus Tarkington
Telecopy No. 212-797-0070
Credit Suisse, as
Second Priority Agent
Eleven Madison Avenue
New York, New York 10010
Attention: James Moran
Telecopy No. 212-743-1878
Ladies and Gentlemen:
          The undersigned, [Deutsche Bank Trust Company Americas, as administrative agent for the First Priority Lenders] [CS as administrative agent for the Second Priority Term Lenders] (in such capacity, the “ Administrative Agent ”), refers to the Amended and Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 23, 2006 (the “ Credit Agreement ”), among Calpine Corporation (the “ Borrower ”), the subsidiaries of the Borrower named therein, the financial institutions from time to time parties thereto (collectively, the “ Lenders ”), and Deutsche Bank Trust Company Americas, as administrative agent for the First Priority Lenders, and Credit Suisse, as administrative agent for the Second Priority Term Lenders (collectively, the “ Administrative Agents ”) among others. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. The Administrative Agent hereby gives notice of an offer of prepayment made by the Borrower pursuant to Section 2.17(e) of the Credit Agreement of the [First Priority Term Loans] [Second Priority Term Loans] Prepayment Amount. Amounts applied to prepay the [First Priority Term Loans] [Second Priority Term Loans] shall NOT be

 

applied pro rata to the [First Priority Term Loan] [Second Priority Term Loan] held by you unless you elect to receive such prepayment pursuant to the instructions below. The portion of the prepayment amount to be allocated to the [First Priority Term Loan] [Second Priority Term Loan] held by you and the date on which such prepayment will be made to you (should you elect to receive such prepayment) are set forth below:

(A)	 	Total [First Priority Term Loan] [Second Priority Term Loan] Prepayment Amount:                                	
 		
(B)	 	Portion of [First Priority Term Loan] [Second Priority Term Loan] Prepayment Amount to be received by you:                                	
 		
(C)	 	Mandatory Prepayment Date (ten (10) Business Days after the date of this Prepayment Option Notice):                     	
           IF YOU WISH TO RECEIVE ALL OR ANY OF THE [FIRST PRIORITY TERM LOAN] [SECOND PRIORITY TERM LOAN] PREPAYMENT AMOUNT TO BE ALLOCATED TO YOU ON THE MANDATORY PREPAYMENT DATE INDICATED IN PARAGRAPH (C) ABOVE, please sign this notice in the space provided below and indicate the percentage of the [First Priority Term Loan] [Second Priority Term Loan] Prepayment Amount otherwise payable which you wish to receive. Please return this notice as so completed via telecopy to the attention of [                                           ], no later than five (5) Business Days after receipt of this Prepayment Notice , at telecopy number [                                           ]. IF YOU DO NOT RETURN THIS NOTICE, YOU WILL NOT RECEIVE ANY OF THE [FIRST PRIORITY TERM LOAN] [SECOND PRIORITY TERM LOAN] PREPAYMENT ALLOCATED TO YOU ON THE MANDATORY PREPAYMENT DATE .
[remainder intentionally of page left blank.]

 

 	 	 	 	 	
 	[DEUTSCHE BANK TRUST COMPANY
AMERICAS, as First Priority Agent]

[CREDIT SUISSE, as Second Priority Agent]
 	 	
 	By:  	 	 	
 	 	Title: 	 	

                                                                     ,
(Name of Lender)
 	 	 	 	 	
By:	 	 	 	 	
Title:	 	 	 	 	
 	 	 	
 	 	Percentage of [First Priority Term Loan] [Second
          Priority Term Loan]:                     	
 	 	 	
 	 	Prepayment Amount accepted:                      %	

 

Exhibit 10.1.1.7
EXECUTION COPY
FOURTH AMENDMENT
          FOURTH AMENDMENT (this “ Amendment ”), dated as of February 28, 2007, to the Amended and Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 23, 2006 (as heretofore amended, supplemented or otherwise modified, the “ Credit Agreement ”), among (i) CALPINE CORPORATION (the “ Borrower ”), (ii) the subsidiaries of the Borrower named therein (the “ Guarantors ”), (iii) CREDIT SUISSE SECURITIES (USA) LLC and DEUTSCHE BANK SECURITIES INC. (“ DBSI ”), as joint syndication agents (in such capacities, collectively, the “ Syndication Agents ”), (iv) DEUTSCHE BANK TRUST COMPANY AMERICAS (“ DB ”), as administrative agent for the First Priority Lenders hereunder (in such capacity and including any successors, the “ First Priority Agent ”), (v) GENERAL ELECTRIC CAPITAL CORPORATION (including its successors, “ GE Capital ”), as Sub-Agent for the Revolving Lenders hereunder (in such capacity and including any successors, the “ Sub-Agent ”), (vi) CREDIT SUISSE (“ CS ”), as administrative agent for the Second Priority Term Lenders hereunder (in such capacity and including any successors, the “ Second Priority Agent ”), (vii) LANDESBANK HESSEN THÜRINGEN GIROZENTRALE, NEW YORK BRANCH, GE CAPITAL and HSH NORDBANK AG, NEW YORK BRANCH, as joint documentation agents for the First Priority Lenders hereunder, and BAYERISCHE LANDESBANK, GE CAPITAL and UNION BANK OF CALIFORNIA, N.A., as joint documentation agents for the Second Priority Lenders hereunder (in such capacities and including any successors, collectively, the “ Documentation Agents ”), and (viii) each of the financial institutions from time to time party thereto (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 requested that the Lenders agree to amend certain provisions of the Credit Agreement as set forth below; and
          WHEREAS, the Lenders have agreed to such requested amendments, but only upon the terms and conditions set forth herein;
          NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, and for other valuable consideration the receipt of which is hereby acknowledged, the Borrower, the Lenders and the Administrative Agents hereby agree as follows:

 

 2
     SECTION 1. DEFINITIONS. Unless otherwise defined herein, capitalized terms are used herein as defined in the Credit Agreement.
     SECTION 2. AMENDMENTS.
     2.1 Amendments to Section 1.1 . Section 1.1 of the Credit Agreement is hereby amended by adding the following new defined terms in their appropriate alphabetical order:
     ““ Fourth Amendment Effective Date ”: Effective Date under and as defined in the Fourth Amendment, dated as of February 28, 2007, to this Agreement.
     “ Santa Rosa Power Plant Assets ”: (a) the electrical generation plant in Santa Rosa, California owned by the Borrower on the Fourth Amendment Effective Date and known as the “Santa Rosa Plant”, which plant is non-operating on the Fourth Amendment Effective Date, and (b) the assets of the Borrower reasonably necessary for, and to be used in, the operation of the plant described in clause (a) (and not otherwise reasonably necessary or used in the operations of the Borrower or any of its Subsidiaries).
     “ Santa Rosa Subsidiary ”: a direct Subsidiary of Calpine Energy Services, L.P. to be selected by the Borrower after the Fourth Amendment Effective Date which Subsidiary shall become a Debtor and a Loan Party prior to or concurrently with the Disposition described in Section 6.5(q)(ii) and shall have no material operations as of the Fourth Amendment Effective Date, but has received market-based rate authorization from the Federal Energy Regulatory Commission of the United States.
     “ Snapping Shoals ”: collectively, Snapping Shoals Electric Membership Corporation, a Georgia electric membership corporation, Central Georgia Electric Membership Corporation, a Georgia electric membership corporation, Excelsior Electric Membership Corporation, a Georgia electric membership corporation, Diverse Power Corporation, a Georgia electric membership corporation, Washington Electric Membership Corporation, a Georgia electric membership corporation, Upson Electric Membership Corporation, a Georgia electric membership corporation, and Cobb Electric Membership Corporation, a Georgia electric membership corporation.
     “ Snapping Shoals PPA ”: the power purchase agreement in effect as of the Fourth Amendment Effective Date between Snapping Shoals and Calpine Energy Services, L.P., as such agreement may thereafter be amended, amended and restated, restructured, assigned, assumed, supplemented or otherwise modified, and any successor power purchase agreement between Snapping Shoals and the Santa Rosa Subsidiary.”.
     2.2 Amendment to Section 6.5 . Section 6.5 of the Credit Agreement is hereby amended by (a) deleting the word “and” at the end of clause (o) therein, (b) deleting the period at the end of clause (p) therein and substituting in lieu thereof “; and” and (c) adding immediately after clause (p) therein new clause (q) as follows:

 

 3
     “(q) (i) the Disposition of the Capital Stock of the Santa Rosa Subsidiary to the Borrower or to Calpine Power Company, (ii) the Disposition (including without limitation, the contribution) of all or substantially all of the Santa Rosa Power Plant Assets to the Santa Rosa Subsidiary, (iii) prior to the Disposition described in clause (ii) above, an amendment or other modification to the Snapping Shoals PPA to provide that the source therefor may be designated as the “Santa Rosa Plant” constituting a portion of the Santa Rosa Power Plant Assets ( provided that within ninety days after such Disposition, the source for the Snapping Shoals PPA shall be so designated) and (iv) if determined by the Borrower to be reasonably practicable and commercially advisable, the assumption of the Snapping Shoals PPA by Calpine Energy Services, L.P. and the assignment of the Snapping Shoals PPA thereafter to the Santa Rosa Subsidiary, provided that such assignment to the Santa Rosa Subsidiary shall occur as soon following the Disposition described in clause (ii) above as the Borrower determines is reasonably practicable and commercially advisable.”.
          2.3 Amendment to Section 6.7 . Section 6.7 of the Credit Agreement is hereby amended by deleting the dollar amount “$45,000,000” in clause (l) therein and substituting in lieu thereof “$68,000,000”.
SECTION 3. CONDITIONS PRECEDENT.
          3.1 Effective Date. This Amendment shall become effective as of the date first set forth above (the “ Effective Date ”) following the date on which all of the following conditions have been satisfied or waived:
          (a) Execution and Delivery. The Administrative Agents shall have received counterparts of this Amendment duly executed by (A) the Borrower and the Guarantors, and (B) the Required Lenders.
          (b) Fees and Expenses. The Administrative Agents shall have received all fees and accrued expenses of the Administrative Agents (including invoiced fees and expenses of legal counsel to the Administrative Agents) required to be paid by the Borrower; and
          (c) No Default. After giving effect to this Amendment, there shall be no Default or Event of Default.
SECTION 4. GENERAL.
          4.1 Representations and Warranties . In order to induce the Administrative Agents and the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to the Administrative Agents and the Lenders that after giving effect to this Amendment, the representations and warranties of the Borrower contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Effective Date (after giving effect hereto) as if made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date); provided that all references to the “Credit Agreement” in any Loan Document shall be and are deemed to mean the Credit Agreement as amended hereby.

 

 4
          4.2 Loan Document . This Amendment constitutes a Loan Document.
          4.3 GOVERNING LAW . THIS AMENDMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO THIS AMENDMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND, TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE.
          4.4 Counterparts. This Amendment may be executed by the parties hereto in any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
          4.5 Consent of Guarantors. Each of the Guarantors hereby consents to the modifications to the Credit Agreement contemplated hereby.
          4.6 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the Borrower and the Guarantors and each of their respective successors and assigns, and upon the Administrative Agents and the Lenders and their successors and assigns. The execution and delivery of this Amendment by any Lender prior to the Effective Date shall be binding upon its successors and assigns and shall be effective as to any loans or commitments assigned to it after such execution and delivery.
          4.7 Limited Effect . Except as expressly modified by this Amendment, the Credit Agreement and the other Loan Documents are ratified and confirmed and are, and shall continue to be, in full force and effect in accordance with their respective terms. Each Loan Party acknowledges and agrees that such Loan Party is truly and justly indebted to the Lenders and the Administrative Agents for the Obligations, without defense, counterclaim or offset of any kind, and such Loan Party ratifies and reaffirms the validity, enforceability and binding nature of such Obligations. The Borrower acknowledges and agrees that nothing in this Amendment shall constitute an indication of the Lenders’ willingness to consent to any other amendment or waiver of any other provision of the Credit Agreement or a waiver of any Default or Event of Default not referenced in this Amendment or for any other time period.
          4.8 Headings . Section headings used in this Amendment are for convenience of reference only, are not part of this Amendment and are not to affect the constructions of, or to be taken into consideration in interpreting, this Amendment.

 

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first above written.
 	 	 	 	 	
 	BORROWER :

CALPINE CORPORATION
 	 	
 	By:  	     /s/ Eric Pryor  	 	
 	 	Name:  	Eric Pryor 	 	
 	 	Title:  	Senior Vice President 	 	

 

 	 	 	
 	 	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	

 

 7
 	 	 	
 	 	CENTER GP, LLC	
 	 	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 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 FINANCE COMPANY	
 	 	CALPINE FREESTONE ENERGY GP, LLC	
 	 	CALPINE FREESTONE ENERGY, LP	
 	 	CALPINE FREESTONE, LLC	
 	 	CALPINE FUELS CORPORATION	

 

 8
 	 	 	
 	 	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.	
 	 	CALPINE LOST PINES OPERATIONS, INC.	
 	 	CALPINC LOUISIANA PIPELINE COMPANY	
 	 	CALPINE MAGIC VALLEY PIPELINE, INC.	
 	 	CALPINE MONTEREY COGENERATION, INC.	
 	 	CALPINE MVP, INC.	
 	 	CALPINE NCTP GP, LLC	
 	 	CALPINE NCTP, LP	

 

 9
 	 	 	
 	 	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 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, 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 PROJECT HOLDINGS, INC.	
 	 	CALPINE PRYOR, INC.	
 	 	CALPINE RUMFORD I, INC.	
 	 	CALPINE RUMFORD, INC.	
 	 	CALPINE SCHUYLKILL, INC.	
 	 	CALPINE SISKIYOU GEOTHERMAL	

 

 10
 	 	 	
 	 	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 L.P.	
 	 	CPN 3RD TURBINE, INC.	
 	 	CPN ACADIA, INC.	
 	 	CPN BERKS GENERATION, INC.	
 	 	CPN BERKS, LLC	
 	 	CPN BETHPAGE 3RD TURBINE, INC.	

 

 11
 	 	 	
 	 	CPN CASCADE, INC.	
 	 	CPN CLEAR LAKE, INC.	
 	 	CPN DECATUR PIPELINE, 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 POWER SERVICES, LP	
 	 	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	
 	 	GEC BETHPAGE INC.	
 	 	GEOTHERMAL ENERGY PARTNERS LTD.	
 	 	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.	
 	 	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	

 

 12
 	 	 	
 	 	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	
 	 	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.	
 	 	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	

 

 13 
TEXAS CITY COGENERATION, L.P.
TEXAS COGENERATION COMPANY
TEXAS COGENERATION FIVE, INC.
TEXAS COGENERATION ONE
COMPANY
THERMAL POWER COMPANY
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/ Charles B. Clark, Jr.	 	 	
 	 	 	 	 
Name: Charles B. Clark, Jr.	 	 	
 	 	 	 	Title: Chief Financial Officer	 	 	

 

 14 

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

 

 15 

 	 	CALPINE CONSTRUCTION
MANAGEMENT COMPANY, INC.
CALPINE OPERATING
SERVICES COMPANY, INC.
CALPINE POWER SERVICES, INC.
NEWSOUTH ENERGY LLC
THOMASSEN TURBINE
SYSTEMS AMERICA, INC.	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Eric N. Pryor	
 	 	 	 	 	
 	 	 	 	Name:	 	Eric N. Pryor	
 	 	 	 	Title:	 	Senior Vice President	

 

 16 

 	 	CALPINE ENERGY SERVICES, LP
CALPINE PRODUCER SERVICES, L.P.
CPN ENERGY SERVICES GP, INC.	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Thomas N. May	
 	 	 	 	 	
 	 	 	 	Name:	 	Thomas N. May	
 	 	 	 	Title:	 	President	

 

 	 	 	 	 	 	 	
 	 	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/ Paul O’Leary	
 	 	 	 	 	
 	 	 	 	Name:	 	Paul O’Leary	
 	 	 	 	Title:	 	Vice President	
 	 	 	 	 	 	 	
 	 	CREDIT SUISSE, Cayman Islands Branch, as a
Lender	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Thomas Cantello	
 	 	 	 	 	
 	 	 	 	Name:	 	Thomas Cantello	
 	 	 	 	Title:	 	Director	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Laurence Lapeyre	
 	 	 	 	 	
 	 	 	 	Name:	 	Laurence Lapeyre	
 	 	 	 	Title:	 	Associate	

 

 	 	 	 	 	 	 	
 	 	TRS CALLISTO LLC	
 	 	By:	 	Deutsche Bank AG New York Branch,
its Sole Member	
 	 	By:	 	DB Services New Jersey, Inc.	
 	 	as a Lender	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Alice L. Wagner	
 	 	 	 	 	
 	 	 	 	Name:	 	Alice L. Wagner	
 	 	 	 	Title:	 	Vice President	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Deborah O’Keefe	
 	 	 	 	 	
 	 	 	 	Name:	 	Deborah O’Keefe	
 	 	 	 	Title:	 	Vice President	
 	 	 	 	 	 	 	
 	 	CONTINENTAL CASUALTY COMPANY
as a Lender	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Marilou R. McGirr	
 	 	 	 	 	
 	 	 	 	Name:	 	Marilou R. McGirr	
 	 	 	 	Title:	 	Vice President and Assistant Treasurer	
 	 	 	 	 	 	 	
 	 	SIL Loan Funding LLC
as a Lender	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Paul Raj	
 	 	 	 	 	
 	 	 	 	Name:	 	Paul Raj	
 	 	 	 	Title:	 	Officer	

 

 	 	 	 	 	 	 	
 	 	Classic Cayman B.D. Limited as a Lender	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Brian Schneider	
 	 	 	 	 	
 	 	 	 	Name:	 	Brian Schneider	
 	 	 	 	Title:	 	Authorized Signatory	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ John Fitzgerald	
 	 	 	 	 	
 	 	 	 	Name:	 	John Fitzgerald	
 	 	 	 	Title:	 	Authorized Signatory	
 	 	 	 	 	 	 	
 	 	LANDMARK VII CDO LTD	
 	 	 	 	 	 	 	
 	 	By:	 	Aladdin Capital Management LLC
as Manager	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Angela Bozorgmir	
 	 	 	 	 	
 	 	 	 	Name:	 	Angela Bozorgmir	
 	 	 	 	Title:	 	Director	
 	 	 	 	 	 	 	
 	 	LANDMARK VIII CDO LTD	
 	 	By:	 	Aladdin Capital Management LLC
as Manager	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Angela Bozorgmir	
 	 	 	 	 	
 	 	 	 	Name:	 	Angela Bozorgmir	
 	 	 	 	Title:	 	Director	

 

 	 	 	 	 	 	 	
 	 	Landesbank Hessen-Thüringen Girozentrale
as a Lender	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Phillip J. Kirkham	
 	 	 	 	 	
 	 	 	 	Name:	 	Phillip J. Kirkham	
 	 	 	 	Title:	 	Vice President, Corporate Finance Division
Structured Finance	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Christian C. Bruns	
 	 	 	 	 	
 	 	 	 	Name:	 	Christian C. Bruns	
 	 	 	 	Title:	 	Senior Vice President, Landesbank Hessen-
Thüringen, New York Branch	
 	 	 	 	 	 	 	
 	 	FORE CONVERTIBLE MASTER FUND, LTD
as a Lender	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Mel Gao	
 	 	 	 	 	
 	 	 	 	Name:	 	Mel Gao	
 	 	 	 	Title:	 	Chief Portfolio Manager	
 	 	 	 	 	 	 	
 	 	FORE ERISA FUND, LTD
as a Lender	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Mel Gao	
 	 	 	 	 	
 	 	 	 	Name:	 	Mel Gao	
 	 	 	 	Title:	 	Chief Portfolio Manager	
 	 	 	 	 	 	 	
 	 	FORE MULTI STRATEGY MASTER FUND, LTD, as a
Lender	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Mel Gao	
 	 	 	 	 	
 	 	 	 	Name:	 	Mel Gao	
 	 	 	 	Title:	 	Chief Portfolio Manager	

 

 	 	 	 	 	 	 	
 	 	FORE LEVERAGED LOAN OPPORTUNITY FUND, LTD, as a
Lender	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Mel Gao	
 	 	 	 	 	
 	 	 	 	Name:	 	Mel Gao	
 	 	 	 	Title:	 	Chief Portfolio Manager	
 	 	 	 	 	 	 	
 	 	FORE CONVERTIBLE MASTER FUND, LTD
as a Lender	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Mel Gao	
 	 	 	 	 	
 	 	 	 	Name:	 	Mel Gao	
 	 	 	 	Title:	 	Chief Portfolio Manager	
 	 	 	 	 	 	 	
 	 	MAN MAC 1 LIMITED
as a Lender	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Mel Gao	
 	 	 	 	 	
 	 	 	 	Name:	 	Mel Gao	
 	 	 	 	Title:	 	Chief Portfolio Manager	
 	 	 	 	 	 	 	
 	 	HSH Nordbank AG, New York Branch
as a Lender	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Thomas K. Emmons	
 	 	 	 	 	
 	 	 	 	Name:	 	Thomas K. Emmons	
 	 	 	 	Title:	 	Senior Vice President, HSH Nordbank,
New York Branch	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Lisa Cintron	
 	 	 	 	 	
 	 	 	 	Name:	 	Lisa Cintron	
 	 	 	 	Title:	 	Vice President	

 

 	 	 	 	 	 	 	
 	 	BLACK DIAMOND CLO 2005-2 Ltd.	
 	 	By:	 	Black Diamond CLO 2005-2 Adviser, L.L.C.	
 	 	As its Collateral Manager
As a Lender	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Stephen H. Deckoff	
 	 	 	 	 	
 	 	 	 	Name:	 	Stephen H. Deckoff	
 	 	 	 	Title:	 	Managing Principal	
 	 	 	 	 	 	 	
 	 	BLACK DIAMOND CLO 2005-1 Ltd.	
 	 	By:	 	Black Diamond CLO 2005-1 Adviser, L.L.C.	
 	 	As its Collateral Manager
As a Lender	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Stephen H. Deckoff	
 	 	 	 	 	
 	 	 	 	Name:	 	Stephen H. Deckoff	
 	 	 	 	Title:	 	Managing Principal	
 	 	 	 	 	 	 	
 	 	BLACK DIAMOND CLO 2006-1 Ltd.	
 	 	By:	 	Black Diamond CLO 2006-1 Adviser, L.L.C.	
 	 	As its Collateral Manager
As a Lender	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Stephen H. Deckoff	
 	 	 	 	 	
 	 	 	 	Name:	 	Stephen H. Deckoff	
 	 	 	 	Title:	 	Managing Principal	
 	 	 	 	 	 	 	
 	 	Black Diamond International Funding, Ltd.
As Advised by BDCM Fund Advisor, L.L.C. As a Lender	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Simon Wetherell	
 	 	 	 	 	
 	 	 	 	Name:	 	Simon Wetherell	
 	 	 	 	Title:	 	Director	

 

 	 	 	 	 	
 	SECURITY INCOME FUND-INCOME
OPPORTUNITY SERIES  	 	
 	By:  	Four Corners Capital Management, LLC  	 	
 	As Sub-Adviser
 	 	
 	By:  	     /s/ Dean F. Valentine  	 	
 	 	Name:  	Dean F. Valentine 	 	
 	 	Title:  	Senior Vice President 	 	
 	
 	FIRST TRUST/FOUR CORNERS SENIOR
FLOATING RATE INCOME FUND  	 	
 	By:  	Four Corners Capital Management, LLC  	 	
 	As Sub-Adviser
 	 	
 	By:  	     /s/ Dean F. Valentine  	 	
 	 	Name:  	Dean F. Valentine 	 	
 	 	Title:  	Senior Vice President 	 	
 	
 	FOUR CORNERS CLO 2005-1, LTD.  	 	
 	By:  	Four Corners Capital Management, LLC  	 	
 	As Sub-Adviser
 	 	
 	By:  	     /s/ Dean F. Valentine  	 	
 	 	Name:  	Dean F. Valentine 	 	
 	 	Title:  	Senior Vice President 	 	
 	
 	FIRST TRUST/FOUR CORNERS SENIOR
FLOATING RATE INCOME FUND II  	 	
 	By:  	Four Corners Capital Management, LLC  	 	
 	As Sub-Adviser
 	 	
 	By:  	     /s/ Dean F. Valentine  	 	
 	 	Name:  	Dean F. Valentine 	 	
 	 	Title:  	Senior Vice President 	 	

 

 	 	 	 	 	
 	FORTRESS PORTFOLIO TRUST  	 	
 	By:  	Four Corners Capital Management, LLC  	 	
 	As Sub-Adviser
 	 	
 	By:  	     /s/ Dean F. Valentine  	 	
 	 	Name:  	Dean F. Valentine 	 	
 	 	Title:  	Senior Vice President 	 	
 	
 	MACQUARIE/FIRST TRUST GLOBAL
INFRASTRUCTURE/UTILITIES DIVIDEND &
INCOME FUND  	 	
 	By:  	Four Corners Capital Management, LLC  	 	
 	As Sub-Adviser
 	 	
 	By:  	     /s/ Dean F. Valentine  	 	
 	 	Name:  	Dean F. Valentine 	 	
 	 	Title:  	Senior Vice President 	 	
 	
 	The Foothill Group, Inc.
as a Lender
 	 	
 	By:  	     /s/ Dennis Ascher  	 	
 	 	Name:  	Dennis Ascher 	 	
 	 	Title:  	Senior Vice President 	 	
 	
 	Raven Credit Opportunities Master Fund, Ltd.
as a Lender
by Raven Asset Management, LLC
as Investment Advisor
 	 	
 	By:  	     /s/ Kevin Gerlitz  	 	
 	 	Name:  	Kevin Gerlitz 	 	
 	 	Title:  	CFO 	 	

 

 	 	 	 	 	
 	ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN AG
as a Lender
 	 	
 	By:  	     /s/ Bryan J. Lynch  	 	
 	 	Name:  	Bryan J. Lynch 	 	
 	 	Title:  	Managing Director 	 	

 	By:  	     /s/ Patrick W. Kunkel  	 	
 	 	Name:  	Patrick W. Kunkel 	 	
 	 	Title:  	Executive Director 	 	
 	
 	Citigroup Financial Products, Inc.
as a Lender
 	 	
 	By:  	     /s/ Jeffrey M. Farmer  	 	
 	 	Name:  	Jeffrey M. Farmer 	 	
 	 	Title:  	Authorized Signatory 	 	
 	
 	Dresdner Bank AG, New York and Grand Cayman
Branches
as a Lender
 	 	
 	By:  	     /s/ Brian Schneider  	 	
 	 	Name:  	Brian Schneider 	 	
 	 	Title:  	Vice President 	 	
 	
 	By:  	     /s/ Janet Wolff  	 	
 	 	Name:  	Janet Wolff 	 	
 	 	Title:  	Director 	 	

   

 

 	 	 	 	 	
 	LightPoint CLO 2004-1, Ltd.
Premium Loan Trust I, Ltd.
LightPoint CLO III, Ltd.
LightPoint CLO IV, Ltd.
(as an Institution)
 	 	
 	By:  	     /s/ Colin Donlan  	 	
 	 	Name:  	Colin Donlan 	 	
 	 	Title:  	Director 	 	
 	
 	FREESTYLE SPECIAL OPPORTUNITIES
MASTER FUND, LTD.
as a Lender
 	 	
 	By:  	     /s/ Adrian MacKay  	 	
 	 	Name:  	Adrian MacKay 	 	
 	 	Title:  	Managing Member of Freestyle Fund Services	 	
 	 	Company LLC, Investment Manager	 	
 	
 	AUGUSTA TRADING LLC, as a Lender
 	 	
 	By:  	     /s/ Christina L. Ramseur  	 	
 	 	Name:  	Christina L. Ramseur 	 	
 	 	Title:  	Assistant Vice President 	 	
 	
 	JUPITER LOAN FUNDING LLC, as a Lender
 	 	
 	By:  	     /s/ Christina L. Ramseur  	 	
 	 	Name:  	Christina L. Ramseur 	 	
 	 	Title:  	Assistant Vice President 	 	

   

 

 	 	 	 	 	
 	GLOBAL LEVERAGED CAPITAL CREDIT
OPPORTUNITY FUND I, as a Lender

GLOBAL LEVERAGED CAPITAL
MANAGEMENT, LLC, as Collateral Manager
 	 	
 	By:  	     /s/ Andy Cai  	 	
 	 	Name:  	Andy Cai 	 	
 	 	Title:  	Analyst 	 	
 	
 	WIND RIVER CLO I LTD  	 	
 	By:  	McDonnell Investment Management, LLC  	 	
 	as Manager
as a Lender
 	 	
 	By:  	     /s/ Kathleen A, Zam  	 	
 	 	Name:  	Kathleen A. Zam 	 	
 	 	Title:  	Vice President 	 	
 	
 	WIND RIVER CLO II — TATE INVESTORS LTD  	 	
 	By:  	McDonnell Investment Management, LLC  	 	
 	as Manager
as a Lender
 	 	
 	By:  	     /s/ Kathleen A, Zam  	 	
 	 	Name:  	Kathleen A. Zam 	 	
 	 	Title:  	Vice President 	 	
 	
 	MCDONNELL LOAN OPPORTUNITY LTD.  	 	
 	By:  	McDonnell Investment Management, LLC  	 	
 	as Manager
as a Lender
 	 	
 	By:  	     /s/ Kathleen A, Zam  	 	
 	 	Name:  	Kathleen A. Zam 	 	
 	 	Title:  	Vice President 	 	

   

 

 	 	 	 	 	
 	GANNETT PEAK CLO I, LTD.  	 	
 	By:  	McDonnell Investment Management, LLC  	 	
 	as Manager
as a Lender
 	 	
 	By:  	     /s/ Kathleen A, Zam  	 	
 	 	Name:  	Kathleen A. Zam 	 	
 	 	Title:  	Vice President 	 	
 	
 	EAGLE CREEK CLO, LTD.
as a Lender
 	 	
 	By:  	     /s/ Thomas N. Davis  	 	
 	 	Name:  	Thomas N. Davis 	 	
 	 	Title:  	Authorized Signor 	 	
 	
 	FALL CREEK CLO, LTD.
as a Lender
 	 	
 	By:  	     /s/ Thomas N. Davis  	 	
 	 	Name:  	Thomas N. Davis 	 	
 	 	Title:  	Authorized Signor 	 	
 	
 	TRS FORE LLC, As a Lender  	 	
 	By:  	Deutsche Bank AG New York Branch,  	 	
 	 	its sole member 	 	
 	By:  	DB Services New Jersey, Inc.  	 	
 	 	 	
 	By:  	     /s/ Deborah O’Keeffe  	 	
 	 	Name:  	Deborah O’Keeffe 	 	
 	 	Title:  	Vice President 	 	
 	 	 	
 	By:  	     /s/ Deirdre Whorton  	 	
 	 	Name:  	Deirdre Whorton 	 	
 	 	Title:  	Assistant Vice President 	 	

 

 	 	 	 	 	 	 	 	 	
 	 	BROOKFIELD ASSET MANAGEMENT INC.	 	 	
 	 	as a Lender	 	 	
 	 	 	 	 	 	 	 	 	
 	 	By:	 	      /s/ [illegible]	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name:	 	 	 	 	
 	 	 	 	Title:	 	 	 	 	
 	 	 	 	 	 	 	 	 	
  	 	Ares IIR CLO Ltd.	 	 	
 	 	 	 	 	 	 	 	 	
 	 	By:	 	Ares CLO Management IIR, L.P.,	 	 	
 	 	 	 	Investment Manager	 	 	
 	 	 	 	 	 	 	 	 	
 	 	By:	 	Ares CLO GP IIR, LLC,	 	 	
 	 	 	 	Its General Partner	 	 	
 	 	 	 	 	 	 	 	 	
 	 	as a Lender	 	 	
 	 	 	 	 	 	 	 	 	
 	 	By:	 	     /s/ John Leupp	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name:	 	John Leupp	 	 	
 	 	 	 	Title:	 	Vice President	 	 	
 	 	 	 	 	 	 	 	 	
 	 	Ares VR CLO Ltd.	 	 	
 	 	 	 	 	 	 	 	 	
 	 	By:	 	Ares CLO Management VR, L.P.,	 	 	
 	 	 	 	Investment Manager	 	 	
 	 	 	 	 	 	 	 	 	
 	 	By:	 	Ares CLO GP VR, LLC,	 	 	
 	 	 	 	Its General Partner	 	 	
 	 	 	 	 	 	 	 	 	
 	 	as a Lender	 	 	
 	 	 	 	 	 	 	 	 	
 	 	By:	 	      /s/ John Leupp	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name:	 	John Leupp	 	 	
 	 	 	 	Title:	 	Vice President	 	 	

 

 	 	 	 	 	 	 	 	 	
 	 	Ares VIR CLO Ltd.	 	 	
 	 	 	 	 	 	 	 	 	
 	 	By:	 	Ares CLO Management VIR, L.P.,	 	 	
 	 	 	 	Investment Manager	 	 	
 	 	 	 	 	 	 	 	 	
 	 	By:	 	Ares CLO GP VIR, LLC,	 	 	
 	 	 	 	Its General Partner	 	 	
 	 	 	 	 	 	 	 	 	
 	 	as a Lender	 	 	
 	 	 	 	 	 	 	 	 	
 	 	By:	 	      /s/ John Leupp	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name:	 	John Leupp	 	 	
 	 	 	 	Title:	 	Vice President	 	 	
 	 	 	 	 	 	 	 	 	
 	 	Ares VII CLO Ltd.	 	 	
 	 	 	 	 	 	 	 	 	
 	 	By:	 	Ares CLO Management VIII, L.P.,	 	 	
 	 	 	 	Investment Manager	 	 	
 	 	 	 	 	 	 	 	 	
 	 	By:	 	Ares CLO GP VIII, LLC,	 	 	
 	 	 	 	Its General Partner	 	 	
 	 	 	 	 	 	 	 	 	
 	 	as a Lender	 	 	
 	 	 	 	 	 	 	 	 	
 	 	By:	 	     /s/ John Leupp	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name:	 	John Leupp	 	 	
 	 	 	 	Title:	 	Vice President	 	 	
 	 	 	 	 	 	 	 	 	
 	 	Ares IX CLO Ltd.	 	 	
 	 	 	 	 	 	 	 	 	
 	 	By:	 	Ares CLO Management IX, L.P.,	 	 	
 	 	 	 	Investment Manager	 	 	
 	 	 	 	 	 	 	 	 	
 	 	By:	 	Ares CLO GP IX, LLC,	 	 	
 	 	 	 	Its General Partner	 	 	
 	 	 	 	 	 	 	 	 	
 	 	as a Lender	 	 	
 	 	 	 	 	 	 	 	 	
 	 	By:	 	      /s/ John Leupp	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name:	 	John Leupp	 	 	
 	 	 	 	Title:	 	Vice President	 	 	

 

 	 	 	 	 	 	 	 	 	
 	 	Ares X CLO Ltd.	 	 	
 	 	 	 	 	 	 	 	 	
 	 	By:	 	Ares CLO Management X, L.P.,	 	 	
 	 	 	 	Investment Manager	 	 	
 	 	 	 	 	 	 	 	 	
 	 	By:	 	Ares CLO GP X, LLC,	 	 	
 	 	 	 	Its General Partner	 	 	
 	 	 	 	 	 	 	 	 	
 	 	as a Lender	 	 	
 	 	 	 	 	 	 	 	 	
 	 	By:	 	      /s/ John Leupp	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name:	 	John Leupp	 	 	
 	 	 	 	Title:	 	Vice President	 	 	
 	 	 	 	 	 	 	 	 	
 	 	CONFLUENT 2 LIMITED.	 	 	
 	 	 	 	 	 	 	 	 	
 	 	By:	 	Ares Private Account Management I, L.P.	 	 	
 	 	 	 	as Sub-Manager	 	 	
 	 	 	 	 	 	 	 	 	
 	 	By:	 	Ares Management LLC, as Manager	 	 	
 	 	 	 	 	 	 	 	 	
 	 	as a Lender	 	 	
 	 	 	 	 	 	 	 	 	
 	 	By:	 	     /s/ John Leupp	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name:	 	John Leupp	 	 	
 	 	 	 	Title:	 	Vice President	 	 	
 	 	 	 	 	 	 	 	 	
 	 	ARES ENHANCED LOAN INVESTMENT STRATEGY, LTD.	 	 	
 	 	 	 	 	 	 	 	 	
 	 	By:	 	Ares Enhanced Loan Management, L.P.,	 	 	
 	 	 	 	Investment Manager	 	 	
 	 	 	 	 	 	 	 	 	
 	 	By:	 	Ares Enhanced Loan GP, LLC	 	 	
 	 	 	 	Its General Partner	 	 	
 	 	 	 	 	 	 	 	 	
 	 	as a Lender	 	 	
 	 	 	 	 	 	 	 	 	
 	 	By:	 	      /s/ John Leupp	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name:	 	John Leupp	 	 	
 	 	 	 	Title:	 	Vice President	 	 	

 

 	 	 	 	 	 	 	 	 	
 	 	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	 	 	
 	 	 	 	 	 	 	 	 	
 	 	as a Lender	 	 	
 	 	 	 	 	 	 	 	 	
 	 	By:	 	      /s/ John Leupp	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name:	 	John Leupp	 	 	
 	 	 	 	Title:	 	Vice President	 	 	
 	 	 	 	 	 	 	 	 	
 	 	KC CLO II Plc	 	 	
 	 	as a Lender	 	 	
 	 	 	 	 	 	 	 	 	
 	 	By:	 	     /s/ Melanie Harris	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name:	 	Melanie Harris	 	 	
 	 	 	 	Title:	 	Assistant Vice President, Operations	 	 	
 	 	 	 	 	 	 	 	 	
 	 	Union Bank of California, N.A., as a Lender	 	 	
 	 	 	 	 	 	 	 	 	
 	 	By:	 	      /s/ Bryan Read	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name:	 	Bryan Read	 	 	
 	 	 	 	Title:	 	Vice President	 	 	
 	 	 	 	 	 	 	 	 	
 	 	[Four Corners CLO II, LTD.]	 	 	
 	 	as a Lender	 	 	
 	 	 	 	 	 	 	 	 	
 	 	By:	 	     /s/ Erich Van Ravenswaay	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name:	 	Erich Van Ravenswaay	 	 	
 	 	 	 	Title:	 	Assistant Vice President	 	 	

 

 	 	 	 	 	
 	KNIGHT CBNA LOAN FUNDING - 
KNIGHT CFPI LOAN FUNDING LLC

Knight CBNA Loan Funding LLC, for itself or as Agent
for Knight CFPI Loan Funding LLC
as a Lender
 	 	
 	By:  	           /s/ Erich Van Ravenswaay  	 	
 	 	Name:  	Erich Van Ravenswaay 	 	
 	 	Title:  	Assistant Vice President 	 	

 	General Electric Capital Corporation
as a Lender
 	 	
 	By:  	           /s/ Ali Mirza  	 	
 	 	Name:  	Ali Mirza 	 	
 	 	Title:  	Duly Authorized Signatory 	 	

 	CREDIT SUISSE CAPITAL LLC
as a Lender
 	 	
 	By:  	          /s/ Robert Healey  	 	
 	 	Name:  	Robert Healey 	 	
 	 	Title:  	` Authorized Signatory 	 	

 	CREDIT SUISSE CAPITAL LLC
as a Lender
 	 	
 	By:  	          /s/ Robert Healey  	 	
 	 	Name:  	Robert Healey 	 	
 	 	Title:  	Authorized Signatory 	 	

 

 	 	 	 	 	
 	CREDIT SUISSE LOAN FUNDING LLC
as a Lender
 	 	
 	By:  	           /s/ Barry Zamore  	 	
 	 	Name:  	Barry Zamore 	 	
 	 	Title:  	Managing Director 	 	

 	By:  	           /s/ Robert Healey  	 	
 	 	Name:  	Robert Healey 	 	
 	 	Title:  	Authorized Signatory 	 	

 	CYPRESSTREE CLAIF FUNDING LLC
as a Lender
 	 	
 	By:  	          /s/ Christina L. Ramseur  	 	
 	 	Name:  	Christina L. Ramseur 	 	
 	 	Title:  	Assistant Vice President 	 	

 	Evergreen CBNA Loan Funding LLC
as a Lender
 	 	
 	By:  	           /s/ Molly Walter  	 	
 	 	Name:  	Molly Walter 	 	
 	 	Title:  	Attorney-in-Fact 	 	

 	Grand Central Asset Trust, KMT Series
as a Lender
 	 	
 	By:  	          /s/ Erich Van Ravenswaay  	 	
 	 	Name:  	Erich Van Ravenswaay 	 	
 	 	Title:  	Assistant Vice President 	 	

 

 	 	 	 	 	
 	 	 	 	 	
 	Grand Central Asset Trust, KMT Series
as a Lender
 	 	
 	By:  	          /s/ Erich Van Ravenswaay  	 	
 	 	Name:  	Erich Van Ravenswaay 	 	
 	 	Title:  	Assistant Vice President 	 	

 	The Hartford Mutual Funds, Inc., on behalf of
the Hartford Floating Rate Fund by Hartford
Investment Management Company, its sub-advisor, as a
Lender
 	 	
 	By:  	          /s/ Elisabeth V. Piker  	 	
 	 	Name:  	Elisabeth V. Piker 	 	
 	 	Title:  	Vice President 	 	

 	[Oppenheimer Senior Floating Rate Fund]
as a Lender
 	 	
 	By:  	          /s/ Sherry Settle  	 	
 	 	Name:  	Sherry Settle 	 	
 	 	Title:  	Manager 	 	

 	[HarbourView CLO 2006-1, Ltd.]
as a Lender
 	 	
 	By:  	          /s/ Sherry Settle  	 	
 	 	Name:  	Sherry Settle 	 	
 	 	Title:  	Manager 	 	

 

 	 	 	 	 	
 	 	 	 	 	
 	Azure Funding North America I
as a Lender
 	 	
 	By:  	          /s/ Heinz Noeding  	 	
 	 	Name:  	Heinz Noeding  	 	
 	 	Title:  	Authorized Signatory 	 	

 	Azure Funding North America II
as a Lender
 	 	
 	By:  	          /s/ Heinz Noeding  	 	
 	 	Name:  	Heinz Noeding  	 	
 	 	Title:  	Authorized Signatory 	 	

 	Grand Central Asset Trust, BAS Series
as a Lender
 	 	
 	By:  	          /s/ Erich Van Ravenswaay  	 	
 	 	Name:  	Erich Van Ravenswaay  	 	
 	 	Title:  	Assistant Vice President 	 	

 	SOL Loan Funding LLC
as a Lender
 	 	
 	By:  	          /s/ Erich Van Ravenswaay  	 	
 	 	Name:  	Erich Van Ravenswaay  	 	
 	 	Title:  	Assistant Vice President 	 	

 	Sankaty Advisors, LLC
as Collateral Manager for Castle Hill II — INGOTS, Ltd., as Term Lender
as a Lender
 	 	
 	By:  	          /s/ Alan K. Halfenger  	 	
 	 	Name:  	Alan K. Halfenger  	 	
 	 	Title:  	Chief Compliance Officer
Assistant Secretary 	 	

 

 	 	 	 	 	
 	Sankaty Advisors, LLC
as Collateral Manager for Castle Hill III CLO,
Limited, as Term Lender
as a Lender
 	 	
 	By:  	        /s/ Alan K. Halfenger  	 	
 	 	Name:  	Alan K. Halfenger 	 	
 	 	Title:  	Chief Compliance Officer Assistant Secretary 	 	

 	Sankaty Advisors, LLC
as Collateral Manager for Loan Funding XI LLC, as
Term Lender
as a Lender
 	 	
 	By:  	        /s/ Alan K. Halfenger  	 	
 	 	Name:  	Alan K. Halfenger 	 	
 	 	Title:  	Chief Compliance Officer Assistant Secretary 	 	

 	Chatham Light II CLO, Limited, by Sankaty
Advisors, LLC as Collateral Manager
as a Lender
 	 	
 	By:  	        /s/ Alan K. Halfenger  	 	
 	 	Name:  	Alan K. Halfenger 	 	
 	 	Title:  	Chief Compliance Officer Assistant Secretary 	 	

 	Katonah III, Ltd. by Sankaty Advisors, LLC, as
Sub-Advisors
as a Lender
 	 	
 	By:  	        /s/ Alan K. Halfenger  	 	
 	 	Name:  	Alan K. Halfenger 	 	
 	 	Title:  	Chief Compliance Officer Assistant Secretary 	 	

 

 	 	 	 	 	
 	Sankaty Advisors, LLC
as Collateral Manager for Nash Point CLO, Limited
as Collateral Manager
as a Lender
 	 	
 	By:  	        /s/ Alan K. Halfenger  	 	
 	 	Name:  	Alan K. Halfenger 	 	
 	 	Title:  	Chief Compliance Officer Assistant Secretary 	 	

 	Sankaty Advisors, LLC
as Collateral Manager for Prospect Funding I, LLC,
as Term Lender
as a Lender
 	 	
 	By:  	        /s/ Alan K. Halfenger  	 	
 	 	Name:  	Alan K. Halfenger 	 	
 	 	Title:  	Chief Compliance Officer Assistant Secretary 	 	

 	Sankaty Advisors, LLC
as Collateral Manager for Race Point CLO, Limited,
as Term Lender
as a Lender
 	 	
 	By:  	        /s/ Alan K. Halfenger  	 	
 	 	Name:  	Alan K. Halfenger 	 	
 	 	Title:  	Chief Compliance Officer Assistant Secretary 	 	

 	Sankaty Advisors, LLC
as Collateral Manager for Race Point III CLO,
Limited as Term Lender
as a Lender
 	 	
 	By:  	        /s/ Alan K. Halfenger  	 	
 	 	Name:  	Alan K. Halfenger 	 	
 	 	Title:  	Chief Compliance Officer Assistant Secretary 	 	

   

 

 	 	 	 	 	
 	Sankaty High Yield Partners II, L.P.
as a Lender
 	 	
 	By:  	        /s/ Alan K. Halfenger  	 	
 	 	Name:  	Alan K. Halfenger 	 	
 	 	Title:  	Chief Compliance Officer Assistant Secretary 	 	

 	Sankaty High Yield Partners III, L.P.
as a Lender
 	 	
 	By:  	        /s/ Alan K. Halfenger  	 	
 	 	Name:  	Alan K. Halfenger 	 	
 	 	Title:  	Chief Compliance Officer Assistant Secretary 	 	

 	Trumbull THC2 Loan Funding LLC, for itself or as
agent for Trumbull THC2 CFPI Loan Funding LLC
as a Lender
 	 	
 	By:  	        /s/ Molly Walter  	 	
 	 	Name:  	Molly Walter 	 	
 	 	Title:  	Attorney-in-Fact 	 	

 	CITIBANK, N.A.,
as a Lender
 	 	
 	By:  	        /s/ Christine M. Kanicki  	 	
 	 	Name:  	Christine M. Kanicki 	 	
 	 	Title:  	Attorney-in-Fact 	 	

   

 

 	 	 	 	 	
 	Wells Capital Management 12222133
Wells Capital Management 12222133
Wells Capital Management 18866500
Wells Capital Management 13823100
Wells Capital Management 16463700
Wells Capital Management 16463700
Wells Capital Management 13823100
Wells Capital Management 18866500
Vulcan Ventures Inc.

Silverado CLO 2006-I Limited 	 	
 	By:  	Wells Capital Management  	 	
 	 	as Portfolio Manager 	 	
 	 	 	 	 	
 	as a Lender
 	 	
 	By:  	        /s/ Zachary Tyler  	 	
 	 	Name:  	Zachary Tyler 	 	
 	 	Title:  	Authorized Signatory 	 	

 	BlueMountain CLO Ltd
as a Lender
 	 	
 	By:  	        /s/ Kimberly Reina  	 	
 	 	Name:  	Kimberly Reina 	 	
 	 	Title:  	Associate 	 	

 	BlueMountain CLO II Ltd
as a Lender
 	 	
 	By:  	        /s/ Kimberly Reina  	 	
 	 	Name:  	Kimberly Reina 	 	
 	 	Title:  	Associate 	 	

   

 

 	 	 	 	 	
 	DEUTSCHE BANK TRUST COMPANY AMERICAS  	 	
 	By:  	DB Services New Jersey, Inc. as a Lender  	 	
 	 	 	
 	By:  	        /s/ Edward Schaffer  	 	
 	 	Name:  	Edward Schaffer 	 	
 	 	Title:  	Vice President 	 	

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

 	HARBOUR TOWN FUNDING LLC,
as a Lender
 	 	
 	By:  	        /s/ Christina L. Ramseur  	 	
 	 	Name:  	Christina L. Ramseur 	 	
 	 	Title:  	Assistant Vice President 	 	

 	Atlas Loan Funding (Hartford), LLC  	 	
 	By:  	Atlas Capital Funding, Ltd.  	 	
 	By:  	Structured Asset Investors, LLC  	 	
 	Its Investment Manager
as a Lender
 	 	
 	By:  	        /s/ Diana M. Himes  	 	
 	 	Name:  	Diana M. Himes 	 	
 	 	Title:  	Associate 	 	

 	SOF INVESTMENTS, L.P.
as a Lender
 	 	
 	By:  	        /s/ Marc R. Lisker  	 	
 	 	Name:  	Marc R. Lisker 	 	
 	 	Title:  	Manager and General Counsel 	 	

 

 	 	 	 	 	
 	TRS VENOR LLC  	 	
 	By:  	Deutsche Bank AG New York Branch,  	 	
 	 	its Sole Member 	 	
		
 	By:  	DB Services New Jersey, Inc.  	 	
 	
 	as a Lender
 	 	
 	By:  	        /s/ Deborah O’Keefe  	 	
 	 	Name:  	Deborah O’Keefe 	 	
 	 	Title:  	Vice President 	 	

 	 	 	
 	By:  	        /s/ Deirdre Whorton  	 	
 	 	Name:  	Deirdre Whorton 	 	
 	 	Title:  	Assistant Vice President 	 	
 	
 	LONG LANE MASTER TRUST IV,
as a Lender
 	 	
 	By:  	        /s/ Christina L. Ramseur  	 	
 	 	Name:  	Christina L. Ramseur 	 	
 	 	Title:  	Authorized Agent 	 	
 	
 	SKY CBNA LOAN FUNDING
as a Lender
 	 	
 	By:  	        /s/ David Balmark  	 	
 	 	Name:  	David Balmark 	 	
 	 	Title:  	Attorney-in-Fact 	 	

 

 	 	 	 	 	 	 	
 	 	Bayerische Landesbank, New York Branch as an
Original Lender consenting hereto	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	        /s/ Georgina Fiordalisi	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name: Georgina Fiordalisi	 	 	
 	 	 	 	Title: Vice President	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	       /s/ Edward Cripps	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name: Edward Cripps	 	 	
 	 	 	 	Title: Vice President	 	 	
 	 	 	 	 	 	 	
 	 	[Symphony CLO I]
as a Lender	 	 	
 	 	By: Symphony Asset Management LLC	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	          /s/ Lenny Mason	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name: Lenny Mason	 	 	
 	 	 	 	Title: Portfolio Manager	 	 	
 	 	 	 	 	 	 	
 	 	[Symphony CLO II]
as a Lender	 	 	
 	 	By:	 	Symphony Asset Management LLC	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	          /s/ Lenny Mason	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name: Lenny Mason	 	 	
 	 	 	 	Title: Portfolio Manager	 	 	

 

 	 	 	 	 	 	 	
 	 	TRS ARIA LLC	 	 	
 	 	By:	 	Deutsche Bank AG New York Branch,	 	 	
 	 	 	 	its Sole Member	 	 	
 	 	By:	 	DB Services New Jersey, Inc.	 	 	
 	 	as a Lender	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Deborah O’Keefe	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name: Deborah O’Keefe	 	 	
 	 	 	 	Title: Vice President	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	      /s/ Deirdre Whorton	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name: Deirdre Whorton	 	 	
 	 	 	 	Title: Assistant Vice President	 	 	
 	 	 	 	 	 	 	
 	 	TCW Absolute Return Credit Fund, L.P.,	 	 	
 	 	As General Partner	 	 	
 	 	 	 	 	 	 	
 	 	TCW ASSET MANAGEMENT COMPANY	 	 	
 	 	its Managing Member	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	       /s/ Melissa V. Weller	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name: Melissa V. Weller	 	 	
 	 	 	 	Title: Managing Director	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	       /s/ Craig J. Rethmeyer	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name: Craig J. Rethmeyer	 	 	
 	 	 	 	Title: Senior Vice President	 	 	
 	 	 	 	 	 	 	
 	 	LIMITED PARTNERS:	 	 	
 	 	 	 	 	 	 	
 	 	Those Persons Identified on the Records of the General Partner	 	 	
 	 	By: TCW Absolute Return Credit Fund, L.P.	 	 	
 	 	as attorney-in-fact	 	 	
 	 	BY: TCW ASSET MANAGEMENT COMPANY	 	 	
 	 	its Managing Member	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	      /s/ Melissa V. Weller	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name: Melissa V. Weller	 	 	
 	 	 	 	Title: Managing Director	 	 	

 

 	 	 	 	 	 	 	
 	 	By:	 	       /s/ Craig J. Rethmeyer	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name: Craig J. Rethmeyer	 	 	
 	 	 	 	Title: Senior Vice President	 	 	
 	 	 	 	 	 	 	
 	 	CELERITY CLO LIMITED	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	TCW Advisors, Inc., as Agent	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	      /s/ Scott Whalen	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name: Scott Whalen	 	 	
 	 	 	 	Title: Vice President	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	/s/ Gil Tollinchi	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name: Gil Tollinchi	 	 	
 	 	 	 	Title: Vice President	 	 	
 	 	 	 	 	 	 	
 	 	FIRST 2004-I CLO, LTD.	 	 	
 	 	By: TCW Advisors, Inc., its Collateral Manager	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	           /s/ Scott Whalen	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name: Scott Whalen	 	 	
 	 	 	 	Title: Vice President	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	         /s/ Gil Tollinchi	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name: Gil Tollinchi	 	 	
 	 	 	 	Title: Vice President	 	 	
 	 	 	 	 	 	 	
 	 	FIRST 2004-II CLO, LTD.	 	 	
 	 	By:	 	TCW Advisors, Inc., its Collateral Manager	 	 	
 		
 	 	By:	 	        /s/ Scott Whalen	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name: Scott Whalen	 	 	
 	 	 	 	Title: Vice President	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	         /s/ Gil Tollinchi	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name: Gil Tollinchi	 	 	
 	 	 	 	Title: Vice President	 	 	

 

 	 	 	 	 	 	 	
 	 	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/ Scott Whalen	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name: Scott Whalen	 	 	
 	 	 	 	Title: Vice President	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	        /s/ Gil Tollinchi	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name: Gil Tollinchi	 	 	
 	 	 	 	Title: Vice President	 	 	
 	 	 	 	 	 	 	
 	 	TCW SELECT LOAN FUND, LIMITED	 	 	
 	 	By:	 	TCW Advisors, Inc., its Collateral Manager	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	        /s/ Scott Whalen	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name: Scott Whalen	 	 	
 	 	 	 	Title: Vice President	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	         /s/ Gil Tollinchi	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name: Gil Tollinchi	 	 	
 	 	 	 	Title: Vice President	 	 	
 	 	 	 	 	 	 	
 	 	TCW Senior Secured Loan Fund	 	 	
 	 	By: TCW Advisors, Inc., its Investment Advisor	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	        /s/ Scott Whalen	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name: Scott Whalen	 	 	
 	 	 	 	Title: Vice President	 	 	
 	 	 	 	 	 	 	
 	 	By:	 	          /s/ Gil Tollinchi	 	 	
 	 	 	 	 	 	 	
 	 	 	 	Name: Gil Tollinchi	 	 	
 	 	 	 	Title: Vice President	 	 	

 

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

 	By:  	           /s/ Scott Whalen  	 	
 	 	Name:  	Scott Whalen 	 	
 	 	Title:  	Vice President 	 	

 	By:  	           /s/ Gil Tollinchi  	 	
 	 	Name:  	Gil Tollinchi 	 	
 	 	Title:  	Vice President 	 	

 	 	VELOCITY CLO, LTD.	 	 	
 	 	By:	 	      TCW Advisors, Inc., its Collateral Manager	 	 	

 	By:  	          /s/ Scott Whalen  	 	
 	 	Name:  	Scott Whalen 	 	
 	 	Title:  	Vice President 	 	

 	By:  	          /s/ Gil Tollinchi  	 	
 	 	Name:  	Gil Tollinchi 	 	
 	 	Title:  	Vice President 	 	

 	 	VITESSE CLO LTD.	 	 	
 	 	By:	 	TCW Advisors, Inc., as its Portfolio Manager	 	 	

 	By:  	          /s/ Scott Whalen  	 	
 	 	Name:  	Scott Whalen 	 	
 	 	Title:  	Vice President 	 	

 	By:  	          /s/ Gil Tollinchi  	 	
 	 	Name:  	Gil Tollinchi 	 	
 	 	Title:  	Vice President 	 	

 

 	 	 	 	 	 	 	
 	 	Cornerstone CLO Ltd.	 	 	
 	 	By:	 	      Stone Tower Debt Advisors LLC.,	 	 	
 	 	 	 	      As Its Collateral Manager	 	 	

 	By:  	          [/s/ Michael Delpercio]  	 	
 	 	Name:  	 	 	
 	 	Title:  	 	 	

 	 	Stone Tower CLO V Ltd.	 	 	
 	 	By:	 	Stone Tower Debt Advisors LLC.,	 	 	
 	 	 	 	As Its Collateral Manager	 	 	

 	By:  	           [/s/ Michael Delpercio]  	 	
 	 	Name:  	 	 	
 	 	Title:  	 	 	

 	 	Granite Ventures I Ltd.	 	 	
 	 	By:	 	     Stone Tower Debt Advisors LLC.,	 	 	
 	 	 	 	     As Its Collateral Manager	 	 	

 	By:  	          [/s/ Michael Delpercio]  	 	
 	 	Name:  	 	 	
 	 	Title:  	 	 	

 	 	Rampart CLO I Ltd.	 	 	
 	 	By:	 	      Stone Tower Debt Advisors LLC.,	 	 	
 	 	 	 	      As Its Collateral Manager	 	 	

 	By:  	           [/s/ Michael Delpercio]  	 	
 	 	Name:  	 	 	
 	 	Title:  	 	 	

 	 	Stone Tower CLO IV Ltd.	 	 	
 	 	By:	 	     Stone Tower Debt Advisors LLC.,	 	 	
 	 	 	 	     As Its Collateral Manager	 	 	

 	By:  	           [/s/ Michael Delpercio]  	 	
 	 	Name:  	 	 	
 	 	Title:  	 	 	

 

 	 	 	 	 	 	 	
 	 	Stone Tower Credit Funding Ltd.	 	 	
 	 	By:	 	     Stone Tower Debt Advisors LLC.,	 	 	
 	 	 	 	     As Its Collateral Manager	 	 	

 	By:  	           [/s/ Michael Delpercio]  	 	
 	 	Name:  	 	 	
 	 	Title:  	 	 	

 	 	Granite Ventures III Ltd.	 	 	
 	 	By:	 	      Stone Tower Debt Advisors LLC.,	 	 	
 	 	 	 	      As Its Collateral Manager	 	 	

 	By:  	          [/s/ Michael Delpercio]  	 	
 	 	Name:  	 	 	
 	 	Title:  	 	 	

 	 	Granite Ventures II Ltd.	 	 	
 	 	By:	 	      Stone Tower Debt Advisors LLC.,	 	 	
 	 	 	 	      As Its Collateral Manager	 	 	

 	By:  	          [/s/ Michael Delpercio]  	 	
 	 	Name:  	 	 	
 	 	Title:  	 	 	

 	 	Stone Tower CLO IV Ltd.	 	 	
 	 	By:	 	     Stone Tower Debt Advisors LLC.,	 	 	
 	 	 	 	     As Its Collateral Manager	 	 	

 	By:  	          [/s/ Michael Delpercio]  	 	
 	 	Name:  	 	 	
 	 	Title:  	 	 	

 	 	Granite Ventures I Ltd.	 	 	
 	 	By:	 	     Stone Tower Debt Advisors LLC.,	 	 	
 	 	 	 	      As Its Collateral Manager	 	 	

 	By:  	          [/s/ Michael Delpercio]  	 	
 	 	Name:  	 	 	
 	 	Title:  	 	 	

 

 	 	 	 	 	
 	Stone Tower CLO II Ltd.
By: Stone Tower Debt Advisors LLC.,
      As Its Collateral Manager
 	 	
 	By:  	[/s/ Michael Delpercio]  	 	
 	 	Name:  	 	 	
 	 	Title:  	 	 	
 	
 	Stone Tower Credit Funding Ltd.
By: Stone Tower Fund Management LLC.,
      As Its Collateral Manager
 	 	
 	By:  	[/s/ Michael Delpercio]  	 	
 	 	Name:  	 	 	
 	 	Title:  	 	 	
 	
 	NATIXIS New York Branch
as a Lender
 	 	
 	By:  	/s/ Pierre Audrain  	 	
 	 	Name:  	Pierre Audrain 	 	
 	 	Title:  	Director 	 	
 	
 	NATIXIS New York Branch
as a Lender
 	 	
 	By:  	/s/ Robert Park  	 	
 	 	Name:  	Robert Park 	 	
 	 	Title:  	Associate 	 	

  

Exhibit 10.5.2.2
AMENDMENT TO EMPLOYMENT AGREEMENT
     This Amendment to Employment Agreement (the “Amendment”) is made as of December ___, 2006, by and between CALPINE CORPORATION, a Delaware Corporation (the “Company”) and SCOTT J. DAVIDO (the “Executive”).
      WHEREAS , the Company and Executive entered into an Employment Agreement, dated January 30, 2006 (the “Employment Agreement”); 1
      WHEREAS , the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) entered an order on May 15, 2006 approving the Employment Agreement;
      WHEREAS , Executive is currently employed by the Company as Executive Vice President, Chief Financial Officer and Chief Restructuring Officer;
      WHEREAS , the Company and Executive desire that Executive continue as an employee of the Company in accordance with the terms and conditions of the Employment Agreement except as otherwise expressly set forth in this Amendment;
      WHEREAS , the Company and Executive desire that (a) Executive no longer be required to perform certain responsibilities, (b) that Executive be required to perform certain additional responsibilities and (c) that Executive relinquish the title of Chief Financial Officer (the “New Responsibilities”);
      WHEREAS , certain provisions of the Employment Agreement must be amended to reflect the New Responsibilities; and
      WHEREAS , the Company and Executive desire that this amendment shall not be effective unless and until an order approving this Amendment is entered by the Bankruptcy Court and that if no such order is entered by January 31, 2006, this Amendment, other than paragraph 3, shall be of no force and effect and shall be void ab initio .
      NOW THEREFORE , in consideration of the mutual obligations set forth in this Amendment, which Executive and the Company agree are sufficient, Executive and the Company agree as follows:
     1.  Amendment . The following provisions of the Employment Agreement are amended as follows:
     (a) The third paragraph of the preamble shall be amended to read in its entirety as follows:
“The Company and Executive have agreed that Executive will be employed by the Company and will serve as the Company’s Executive Vice President and Chief Restructuring Officer, upon the terms and conditions set forth below.”
     (b) The first paragraph in paragraph 2 shall be amended to read in its entirety as follows:

1	 	Capitalized terms used herein not otherwise defined shall have the meanings ascribed to them in the Employment Agreement.	
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“During the Term of Employment, Executive shall have the position and responsibilities described in this paragraph 2. Executive shall be employed as the Company’s Executive Vice President and Chief Restructuring Officer, with the general executive powers and authority that accompany those positions. Executive shall report directly to the Chief Executive Officer and shall have the duties and responsibilities consistent with his position that are assigned to Executive by the Chief Executive Officer or the Board. In addition, as Executive Vice President and Chief Restructuring Officer, Executive shall have overall responsibility for management of the Company’s chapter 11 reorganization process, including all tasks related to, and associated with, the development of a plan of reorganization. In addition, Executive shall have responsibility for the management of the Company’s commercial risk organization. Executive agrees to comply with such lawful policies of the Company as may be adopted from time to time. Although Executive may be reasonably required to travel from time to time for business reasons, his principal place of employment shall be the Company’s corporate offices wherever located.”
     (c) The first sentence of paragraph 3(e) shall be amended to read in its entirety as follows:
“When a plan of reorganization that is confirmed by the Bankruptcy Court becomes effective (the “Plan Effective Date”) during Executive’s tenure as Chief Restructuring Officer of the Company, Executive shall be entitled to receive a one-time payment in an amount equal to the amount set forth on Exhibit A attached hereto (the “Success Fee”).”
     2.  Section Headings . All headings in this Amendment are inserted for convenience only. Headings do not constitute a part of the Amendment and may not affect the meaning or interpretation of any term or other provision of this Amendment.
     3.  Legal Fees . On or before January 31, 2006, or such later date to which Executive and Company mutually agree, the Company shall pay Executive’s reasonable legal fees that are directly related to the negotiation, entry and approval by the Bankruptcy Court of this Amendment and were actually incurred during such negotiation, entry or approval, in an amount not to exceed $25,000.
     4.  Modifications . Except as expressly modified hereby, the Employment Agreement is in all other respects hereby ratified and confirmed and will continue in full force and effect.
     5.  Counterparts . This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute a single instrument.
     6. Force and Effect . This Amendment shall be effective upon the entry of an order by the Bankruptcy Court approving this Amendment. If the Bankruptcy Court does not enter an order approving this Amendment by January 31, 2006, this Amendment, other than paragraph 3, shall have no force or effect and shall be void ab initio . In addition, if the
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Bankruptcy Court does not enter an order approving this Amendment by January 31, 2006, Executive and the Company shall be entitled to all rights, remedies, and obligations under the Agreement.
      IN WITNESS WHEREOF , the parties to this Amendment have executed this Amendment on December ___, 2006.
CALPINE CORPORATION:
 	 	 	 	 	 	 	 	 	
By:	 	      /s/ Robert P. May
 
Robert P. May	 	 	 	      /s/ Scott J. Davido
 
Scott J. Davido, in his individual capacity	 	 	
 	 	Chief Executive Officer	 	 	 	 	 	 	

Exhibit 10.5.2.3
PRIVILEGED AND CONFIDENTIAL
SUBJECT TO FRE 408
Separation Agreement and General Release
      1. Your Employment Agreement.
     This Separation Agreement and General Release (the “Separation Agreement”) relates to your Employment Agreement dated as of January 30, 2006, and as amended from time to time, with Calpine Corporation, a California corporation, (the “Company”) (the “Employment Agreement”). The Company and its affiliates, including without limitation those affiliates that are affiliated debtors in possession in the Company’s Chapter 11 cases, shall be sometimes hereinafter referred to as the “Group.” This Separation Agreement is made as of this 16th day of February 2007 by and among the Company and SCOTT J. DAVIDO (“Executive,” and together with the Company and the Group, “the Parties”).
     WHEREAS, Executive has been employed by the Company under terms set forth in the Employment Agreement; and
     WHEREAS, Executive’s employment with the Company has ended by Executive’s resignation (the “Separation”) effective as of February 16, 2007 (the “Separation Date”); and,
     WHEREAS, the Parties desire to enter into this Separation Agreement in order to set forth the definitive rights and obligations of the Parties in connection with the Separation.
     NOW, THEREFORE, in consideration of the mutual covenants, commitments and agreements contained herein, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties intending to be legally bound hereby agree as follows:
      2.  Acknowledgment of Separation . The Parties acknowledge and agree that the Separation is effective as of the Separation Date.
      3.  Resignation of Office . Effective as of the Separation Date, Executive voluntarily resigns his position as Chief Restructuring Officer of the Company, and from any and all other offices (or other positions) which he holds at the Company and any member of the Group.
      4.  Executive’s Acknowledgment of Consideration . Executive specifically acknowledges receipt of consideration for waiver of any obligations or payments due under his Employment Agreement, and for the remaining obligations and payments which relate to the Separation which were agreed to by the Parties upon entering into the Employment Agreement.
      5.  Payments and Benefits Upon and After the Separation .

 

          (a)  Final Pay . On the next regular payroll date following the Separation Date, Executive shall receive a lump sum payment of all then-outstanding final wages and accrued unused vacation, plus any expenses incurred prior to the Separation Date that are reimbursable pursuant to the Company’s relevant expense reimbursement policies, minus applicable federal, state and local tax withholdings, for services performed for the Company through and including the Separation Date.
          (b)  2006 Earned, but Unpaid Bonus . On or before March 15, 2007, Executive shall receive a lump sum payment of his minimum Bonus (as defined in the Employment Agreement) for the fiscal year ending December 31, 2006. Pursuant to Section 3(b)(i) of the Employment Agreement, such Bonus will equal $700,000 and be paid prior to March 15, 2007.
          (c)  COBRA and COBRA Premium Payments . For a period of eighteen months following the Separation Date, the Company shall, at its sole cost and expense (but disregarding any individual tax liability of Executive), and at the election of continuation health coverage by the Executive pursuant to the provisions of Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”), provide Executive (and his spouse and eligible dependents) with group health benefits substantially similar to those benefits that Executive (and his spouse and eligible dependents) were receiving immediately prior to the Separation Date (which may at the Company’s election be pursuant to reimbursement of the applicable COBRA premium). Such coverage shall be provided to Executive as COBRA benefits and shall terminate prior to the eighteen month period if Executive, his spouse or eligible dependents are no longer eligible for COBRA coverage or are otherwise provided with similar group health benefits from another source. To the extent possible, the payment of Executive’s (and his spouse’s and dependents’) COBRA coverage shall be made in a tax efficient manner for the Executive so long as there are no adverse tax consequences for the Company.
          (d)  Guaranteed Minimum Success Fee . The Parties agree that Executive shall receive a payment equal to 1.5 times Executive’s base salary (i.e., $700,000) as of the Separation Date in lieu of the Guaranteed Minimum Success Fee set forth in Section 3(f)(i) of the Employment Agreement. Subject to the timing rule set forth in Section 3(f)(ii) of the Employment Agreement and any other provisions of Section 409A of the Internal Revenue Code, payment of this Guaranteed Minimum Success Fee shall not be accelerated and shall be paid ratably on a monthly basis over a period of 18 months. If Executive: (i) becomes employed, provides consulting, independent contractor, or similar services, serves as a director, or is a partner in any business enterprise; or (ii) is in any way entitled to any current or future form of compensation or remuneration, in each such case (i) through (ii) in any manner or capacity after the Separation Date, he shall forfeit those payments of the Guaranteed Minimum Success Fee due in the 13th through the 18th months. For the avoidance of doubt, the Parties expressly acknowledge that the preceding sentence shall be given the broadest possible interpretation for the benefit of the Company.
          (e) Relocation Expenses . The Company shall pay Executive the relocation expenses set forth in Section 3(g) of the Employment Agreement for periods up to and ending on the Separation Date. Such payments shall be made by March 15 of the calendar year after the calendar year in which the expenses were incurred (as set forth in Section 3(g) of the
 2 

 

Employment Agreement). The Company shall also remain obligated to make any gross up payments in respect of these relocation payments as provided under Section 3(g) of the current Employment Agreement. Relocation expenses of Executive shall include all reasonable expenses associated with moving the personal effects of Executive back to his home in Minnesota, or any other location in the continental United States, including travel expenses related thereto. Relocation expenses of Executive shall also include all reasonable expenses related to the termination or early termination of Executive’s residential lease obligations; provided that , Executive gives the Company the opportunity to assume any existing residential lease obligations (including furniture rental obligations) prior to termination or early termination of such obligations.
          (f)  Legal Fees . On or before March 1, 2007, the Company shall pay Executive’s reasonable legal fees that were incurred in connection with the prior Amendment of the Employment Agreement, and were due to be paid by the Company no later than January 31, 2007, but remain unpaid,
          (g)  Excise Tax . The Company shall pay the Executive the “Gross-Up” as defined in Section 6 of the Employment Agreement on the terms and on such dates as are set forth in Section 6 of the Employment Agreement.
      6.  Waiver of Certain Payments Upon and After the Separation
          (a)  Success Fee . Executive agrees to waive payment of the Success Fee, as defined in Section 3(e) of the Employment Agreement, to the extent such Success Fee would be payable under the Employment Agreement.
          (b)  Guaranteed Minimum Success Fee . Executive agrees to waive payment of the portion of the Guaranteed Minimum Success Fee that is not paid pursuant to Section 5(d) of this Separation Agreement.
          (c)  Waiver of Right to Recoup Signing Bonus . The Company agrees to waives any right, under section 3(d) of the Employment Agreement or otherwise, to recoup any portion of the signing bonus paid to Executive.
      7.  Confidential Information; Non-Competition; Non-Solicitation; Non-Disparagement .
          (a) Confidential Information . Executive acknowledges that the information, observations and data obtained by him concerning the business and affairs of the Company during the course of his employment with the Company, or that may be obtained in connection with his assistance and cooperation with the Company, is the property of the Company. Executive agrees that he will not, directly, willfully or negligently disclose to any unauthorized person or use for his own account any of such information, observations or data (“Confidential Information”) without the Company’s written consent, unless, and to the extent, that (i) the aforementioned matters become generally known to and available for use by the public other than as a result of the Executive’s acts or omissions to act, or (ii) he is required to do so by order of a court of competent jurisdiction (by subpoena or similar process), in which event Executive shall reasonably cooperate with the Company in connection with any action by the
 3 

 

Company to limit or suppress such disclosure. Executive represents, warrants and covenants that at no time prior to or contemporaneous with his execution of this Agreement has he, directly, willfully or negligently disclosed Confidential Information to any unauthorized person or used such Confidential Information for his own purposes or benefit. Executive acknowledges his understanding of his non-competition, non-solicitation, non-disclosure and non-disparagement restrictions as set forth in the Employment Agreement. Executive understands that his breach of this Section 7 shall eliminate his entitlement to any benefits or payments under this Separation Agreement, including such payments already received and, with respect to payments received, Executive shall be required to immediately return any such amounts in the event of a breach.
          (b)  Non-Competition; Non-Solicitation; Non-Disparagement .
               (i)  Non-Competition . The Company has agreed to waive the non-competition provisions of Section 5 (a) of the Employment Agreement; provided, however, that without the Company’s express prior written consent, provided, however, that , the Company’s express prior written consent shall not be unreasonably withheld, Executive agrees that, for the period from the Separation Date to the date that is 18 months after the effective date of the Company’s confirmed Chapter 11 plan of reorganization, Executive shall not directly or indirectly manage, operate, participate in, be employed by, perform consulting or advisory services for, or otherwise be connected in any way with any party-in-interest (at any time) in the Group’s Chapter 11 cases, including without limitation any creditor, or holder of any securities, of the Company (or its affiliates), any official or unofficial committee in connection with such Chapter 11 cases, or any advisor to such parties-in-interest, or any affiliates or related-entities of the foregoing.
               (ii)  Non-Solicitation . During the Term of Employment and for an 18 month period after termination of Executive’s employment, Executive will not directly or indirectly solicit or attempt to solicit anyone who, at the time of the termination of Executive’s employment, is then an employee of the Group (or who was an employee of the Group within the six months prior to the termination of his Employment) to resign from the Group or to apply for or accept employment with any company or other enterprise.
               (iii)  Non-Disparagement . During and after Executive’s employment with the Company, the Parties mutually covenant and agree that neither will directly or indirectly disparage the other (or any officers, directors, employees, or advisors to any member of the Group) or make or solicit any comments, statements, or the like to any clients, competitors, suppliers, employees or former employees of the Company, prospective employers or others seeking a reference regarding Executive, the press, other media, or others that may be considered derogatory or detrimental to the good name or business reputation of the other party. This non-disparagement obligation also applies to any public statements or filings. Nothing herein shall be deemed to constrain either party’s cooperation in any Board-authorized investigation or governmental action. Executive and Company shall agree on any press release relating to such termination and the Company and Executive shall not publicly discuss or comment on Executive’s termination or non-renewal in any manner other than as mutually agreed in any such press release. Bob May, as CEO of Calpine and Executive’s direct supervisor, will serve as the sole point of contact for the Group regarding all inquiries regarding Executive’s tenure and performance at Calpine.
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      8.  General Release and Waiver.
          (a)  General Release . Executive, for and on behalf of himself and each of his heirs, executors, administrators, personal representatives, successors and assigns, to the maximum extent permitted by law, hereby acknowledges full and complete satisfaction of and fully and forever releases, acquits and discharges the Company, together with its subsidiaries, parents and affiliates, including but not limited to any of the Company’s affiliated debtors in the Company’s Chapter 11 cases, and each of their past and present direct and indirect stockholders, directors, members, partners, officers, employees, attorneys, agents and representatives, and their heirs, executors, administrators, personal representatives, successors and assigns (collectively, the “Releasees”), from any and all claims, demands, suits, causes of action, liabilities, obligations, judgments, orders, debts, liens, contracts, agreements, covenants and causes of action of every kind and nature, whether known or unknown, suspected or unsuspected, concealed or hidden, vested or contingent, in law or equity, existing by statute, common law, contract or otherwise, which have existed, may exist or do exist, through and including the execution and delivery by Executive of this Separation Agreement, including, without limitation, any of the foregoing arising out of or in any way related to or based upon:
               (i) Executive’s application for and employment with the Company, his being an officer or employee of the Company, or the Separation;
               (ii) any and all claims in tort or contract, and any and all claims alleging breach of an express or implied, or oral or written, contract, policy manual or employee handbook;
               (iii) any alleged misrepresentation, defamation, interference with contract, intentional or negligent infliction of emotional distress, sexual harassment, negligence or wrongful discharge; or
               (iv) any federal, state or local statute, ordinance or regulation, including but not limited to the Age Discrimination in Employment Act of 1987, as amended, Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act and Women’s Equity Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code; the Equal Pay Act of 1963, as amended; the Occupational Safety and Health Act of 1970; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Consolidated Omnibus Budget Reconciliation Act of 1985; the Vocational Rehabilitation Act of 1973; the Worker Adjustment Retraining and Notification Act of 1988; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act and the National Labor Relations Act, as amended, the California Fair Employment and Housing Act, the California Unruh Civil Rights Act, the California Equal Pay Law.
          (b)  Exceptions . Notwithstanding the above, this Separation Agreement shall not : (I) limit in any way the Executive’s right to enforce this Separation Agreement or the Employment Agreement; or (II) release any claim for indemnification and continued liability coverage (under the Employment Agreement or otherwise).
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          (c)  Current or Pending Claims of any Kind and No Relief for Released Claims . Executive has not and as of the date of this Separation Agreement will not have filed any civil action, suit, arbitration, administrative charge or legal proceeding against any Releasee, nor has the Executive assigned, pledged or hypothecated any claim as of the Separation Date to any person and no other person has any interest in the claims that Executive is releasing herein. Executive agrees that should any person or entity file or cause to be filed any civil action, suit, arbitration or other legal proceedings seeking equitable or monetary relief concerning any claim released by Executive, Executive will not seek or accept any personal relief from or as the result of any action, suit or arbitration or other legal proceeding.
          (d)  Effect of Release and Waiver . Executive understands and intends that this Section 8 constitutes a general release of all claims except as otherwise provided in Section 8(a) , above, and that no reference therein to a specific form of claim, statute or type of relief is intended to limit the scope of such general release and waiver.
          (e)  Waiver of Unknown Claims . If Executive hereafter discovers claims or facts in addition to or different than those which he now knows or believes to exist with respect to the subject matter of this Separation Agreement and which, if known or suspected at the time of entering into this Separation Agreement, may have materially affected this Separation Agreement and his decision to enter into it; nevertheless, Executive hereby waives any right, claim or cause of action that might arise as a result of such different or additional claims or facts and hereby expressly waives any and all rights and benefits confirmed upon me by the provisions of California Civil Code Section 1542, which provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE GENERAL RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
      9.  Confidentiality . The Company and Executive agree that the terms and conditions of this Separation Agreement are to be strictly confidential, except that Executive may disclose the terms and conditions to his family, attorneys, accountants, tax consultants, state and federal tax authorities or as may otherwise be required by law. The Company may disclose the terms and conditions of this Separation Agreement as the Company deems necessary to its officers, employees, board of directors, stockholders, insurers, attorneys, accountants, state and federal tax authorities, or as may otherwise be required by law. Executive asserts that he has not discussed, and agrees that except as expressly authorized by the Company he will not discuss, this Separation Agreement or the circumstances of his Separation with any employee of the Company, and that he will take affirmative steps to avoid or absent himself from any such discussion even if he is not an active participant therein. EXECUTIVE ACKNOWLEDGES THE SIGNIFICANCE AND MATERIALITY OF THIS PROVISION TO THIS RELEASE, AND HIS UNDERSTANDING THEREOF.
      10.  Return of Corporate Property; Conveyance of Information .
          (a)  Company Property . Upon his Separation, Executive hereby covenants and agrees to immediately return all documents, keys, credit cards (without further use
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thereof), and all other items which are the property of the Company and/or which contain Confidential Information; and, in the case of documents, to return any and all materials of any kind and in whatever medium evidenced, including, without limitation, all hard disk drive data, diskettes, microfiche, photographs, negatives, blueprints, printed materials, tape recordings and videotapes.
     (b) Information . Executive hereby acknowledges and affirms that he possesses intellectual information regarding the Company and their businesses, operations, and customer relationships. In addition to the obligation to turn over any physical embodiment of such information as defined in the Federal Rules of Civil Procedure and pursuant to Section 7(a) , above, and to keep such information strictly confidential pursuant to Section 7 , above, Executive agrees to make himself available from time to time at the Company’s request (during normal business hours and with reasonable prior notice) to discuss and disseminate such information and to otherwise cooperate with the Company’s efforts relating thereto.
      11.  Remedies . Executive hereby acknowledges and affirms that in the event of any breach by Executive of any of his covenants, agreements and obligations hereunder, monetary damages would be inadequate to compensate the Releasees or any of them. Accordingly, in addition to other remedies which may be available to the Releasees hereunder or otherwise at law or in equity, any Releasee shall be entitled to specifically enforce such covenants, obligations and restrictions through injunctive and/or equitable relief, in each case without the posting of any bond or other security with respect thereto. Should any provision hereof be adjudged to any extent invalid by any court or tribunal of competent jurisdiction, each provision shall be deemed modified to the minimum extent necessary to render it enforceable.
      12.  Acknowledgment of Voluntary Agreement; ADEA Compliance . Executive acknowledges that he has entered into this Separation Agreement freely and without coercion, that he has been advised by the Company to consult with counsel of his choice, that he has had adequate opportunity to so consult, and that he has been given all time periods required by law to consider this Separation Agreement, including but not limited to the 21-day period required by the ADEA. Executive understands that he may execute this Separation Agreement less than 21 days from its receipt from the Company, but agrees that such execution will represent his knowing waiver of such 21-day consideration period. Executive further acknowledges that within the 7-day period following his execution of this Separation Agreement (the “Revocation Period”) he shall have the unilateral right to revoke this Separation Agreement, and that the Company’s obligations hereunder shall become effective only upon the expiration of the Revocation Period without Executive’s revocation hereof. In order to be effective, notice of Executive’s revocation of this Separation Agreement must be received by the Company on or before the last day of the Revocation Period.
      13. Complete Agreement; Inconsistencies . This Separation Agreement, including the Employment Agreement and any other documents referenced herein, constitute the complete and entire agreement and understanding of the Parties with respect to the subject matter hereof, and supersedes in its entirety any and all prior understandings, commitments, obligations and/or agreements, whether written or oral, with respect thereto; it being understood and agreed that this Separation Agreement and including the mutual covenants, agreements,
 7 

 

acknowledgments and affirmations contained herein, is intended to constitute a complete settlement and resolution of all matters set forth in Section 8 hereof.
      14.  Third Party Beneficiaries . The Releasees are intended third-party beneficiaries of this Separation Agreement, and this Separation Agreement may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Releasees hereunder. Executive’s heirs or assigns also are intended third-party beneficiaries with respect to the payments set forth in Section 5 of this Separation Agreement in the event of Executive’s death, and this Separation Agreement may be enforced by each of them in accordance with the terms of that Section 5 in respect of the rights granted to such heirs or assigns therein. Except and to the extent set forth in the preceding two sentences, this Separation Agreement is not intended for the benefit of any Person other than the Parties, and no such other Person shall be deemed to be a third party beneficiary hereof. Without limiting the generality of the foregoing, it is not the intention of the Company to establish any policy, procedure, course of dealing or plan of general application for the benefit of or otherwise in respect of any other employee, officer, director or stockholder, irrespective of any similarity between any contract, agreement, commitment or understanding between the Company and such other employee, officer, director or stockholder, on the one hand, and any contract, agreement, commitment or understanding between the Company and Executive, on the other hand, and irrespective of any similarity in facts or circumstances involving such other employee, officer, director or stockholder, on the one hand, and the Executive, on the other hand.
      15.  Tax Withholdings . Notwithstanding any other provision herein, the Company shall be entitled to withhold from any amounts otherwise payable hereunder to Executive any amounts required to be withheld in respect of federal, state or local taxes. To the extent necessary to comply with the restriction in Section 409(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) concerning payments to specified employees, the first payment to Executive under Section 5(d) shall be made on the first installment date that is at least six months after Executive’s termination date. Such first payment shall include any installments that would have been paid previously were it not for this special timing rule, plus interest on the delayed installments at an annual rate (compounded monthly) equal to the federal short-term rate (as in effect under Section 1274(d) of the Code on Executive’s termination date.
      16.  Governing Law . All issues and questions concerning the construction, validity, enforcement and interpretation of this Separation Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application hereto of the laws of any jurisdiction other than the State of California. In furtherance of the foregoing, the internal law of the State of California shall control the interpretation and construction of this Release, even though under any other jurisdiction’s choice of law or conflict of law analysis the substantive law of some other jurisdiction may ordinarily apply.
      17.  Severability . The invalidity or unenforceability of any provision of this Separation Agreement shall not affect the validity or enforceability of any other provision of this Separation Agreement, which shall otherwise remain in full force and effect.
 8 

 

      18.  Counterparts . This Separation Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. It is not necessary that the Company sign this Separation Agreement for it to become binding upon the Company and Executive.
      19.  Successors and Assigns . The Parties’ obligations hereunder shall be binding upon their successors and assigns. The Parties’ rights and the rights of the other Releasees shall inure to the benefit of, and be enforceable by, any of the Parties’ and Releasees’ respective successors and assigns. The Company may assign all rights and obligations of this Separation Agreement to any successor in interest to the assets of the Company. In the event that the Company is dissolved, all obligations of the Company under this Separation Agreement shall be provided for in accordance with applicable law.
      20.  Amendments and Waivers . No amendment to or waiver of this Separation Agreement or any of its terms shall be binding upon any Party unless consented to in writing by such Party.
      21.  Headings . The headings of the Sections and subsections hereof are for purposes of convenience only, and shall not be deemed to amend, modify, expand, limit or in any way affect the meaning of any of the provisions hereof.
      22.  Attorneys Fees . In the event a Party commences an action to enforce the terms of this agreement, or for damages for a breach arising out of or relating to this Agreement, the Prevailing Party shall be entitled to an award of reasonable attorneys fees.
* * * * *
(Intentionally Blank)
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     IN WITNESS WHEREOF, the Parties have executed this Separation Agreement effective as of the date of the first signature affixed below or as otherwise provided in this Separation Agreement.
READ CAREFULLY BEFORE SIGNING
     I have read this Separation Agreement and have had the opportunity to consult legal counsel prior to my signing of this Separation Agreement. I understand that by executing this Separation Agreement, I will relinquish any right or demand I may have against the Releasees or any of them.
 	 	 	 	 	 	 	 	 	
DATED: February 19, 2007	 	 	 	By:	 	/s/ Scott J. Davido
 
[Executive’s Name]	 	 	
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
 	 	 	 	 	 	 	 	 	
DATED: 2/20/2006 [sic]	 	 	 	By:	 	/s/ Robert P. May
 
[Company Name]	 	 	
 	 	 	 	 	 	By: [Representative’s name]	 	 	
 	 	 	 	 	 	[Representative’s title]	 	 	

Exhibit 10.5.3.1
 	 	 	
	 	Detroit  New York  Chicago  Dallas	
December 17, 2005
Mr. Robert P. May
President and Chief Executive Officer
Calpine Corporation
50 West San Fernando Street
San Jose, CA 95113
Re: Agreement for Restructuring Services
Dear Mr. May:
This letter outlines the understanding (“Agreement”) between AP Services LLC, a Michigan limited liability company (“APS”) and Calpine Corporation (the “Company”) of the objectives, tasks, work product and fees for the engagement of APS that will provide Lisa Donahue as a Managing Director to lead a project whereby APS will provide financial services to the Company, reporting to you in your role as President and Chief Executive Officer. The letter supersedes in its entirety the agreement dated November 29, 2005 between APS and the Company.
All defined terms shall have the meanings ascribed to them in this letter and in the attached Schedules, Exhibit and General Terms and Conditions.

Objectives

•	 	Assist the Company and its management in developing short-term cash flow forecasting tools and related methodologies and assist with day-to-day operational planning and for the evaluation of strategic alternatives as requested by the Company.	
 		
•	 	Assist the Company and its management in preparing contingency plans in the event that a Chapter 11 bankruptcy filing is required and, if a filing is required, thereafter to support the Company as needed in its Chapter 11 proceedings with a view to emerging from Chapter 11 at the earliest possible date. In doing so, we will work closely with you and other members of the Calpine Management team and its advisors to assure that there is not duplication of effort, that work product and projects are carefully targeted to assure that our effort is in response to a specific need and that we work collaboratively with Management, Kirkland & Ellis, Miller Buckfire & Co., Kurtzman Carson Consultants and any other professionals that are retained by the Company to assist the Company.	
/s/ Abc
2000 Town Center | Suite 2400 | Southfield, MI | 48075 | 248.358.4420 | 248.358.1969 fax | www.alixpartners.com

 

 	 	 	
Mr. Robert P. May	 	December 17, 2005	

Tasks
APS’s Tasks will be determined by the Company. The Company and AP will review the list of the assigned Tasks on a periodic schedule determined by the Company to review and confirm the current Task list, the status and completion dates for each Task and the estimated budget. APS’s tasks may include the following:

•	 	Assist the Company in very quickly addressing its current liquidity challenges, including, but not limited to:	

 	—	 	Developing a rolling 13-week cash forecasting tool for cash sources and uses, as outlined below, including the impact of business environment changes such as:	

 	§	 	Credit rating changes	
 		
 	§	 	Spark spread deterioration or improvement	
 		
 	§	 	Collateral requirements	

 	—	 	Understanding the corporate structure and its impact on liquidity	
 		
 	—	 	Understanding the various debt agreements and restrictions contained therein	
 		
 	—	 	Understanding the current cash positions and what funds may be available for general corporate needs and which are restricted	
 		
 	—	 	Understanding the transactions among and between subsidiaries and the flows of funds related to these inter-company transactions	
 		
 	—	 	Developing an understanding and forecasting methodology for the settlement of power supply and fuel delivery agreements	
 		
 	—	 	Understanding and forecasting the settlement of proprietary/non-generation trading positions	
 		
 	—	 	Forecast the impact of credit rating changes on collateral required to support hedged positions	
 		
 	—	 	Monitor actual receipts and disbursements and assist the Company in developing a variance reporting mechanism, explanations of key differences and recommendations for improving the forecasting process	
 		
 	—	 	Assist management in identifying and implementing recommendations to improve the Company’s net cash position.	

•	 	Assist with the Company’s financial and treasury functions as they respond to the analytical requests and other requests for information that are placed upon them.	
2
/s/ Abc

 

 	 	 	
Mr. Robert P. May	 	December 17, 2005	

•	 	Provide assistance in the formulation and negotiation with respect to a Plan of Reorganization.	
 		
•	 	Assist in preparing for and filing a Bankruptcy Petition, coordinating and providing administrative support for the proceeding and developing the Company’s Plan of Reorganization or other appropriate case resolution, if necessary.	
 		
•	 	Assist with the preparation of the statement of affairs, schedules and other regular reports required by the Bankruptcy Court or which are customarily issued by the Company’s Chief Financial Officer as well as providing assistance in such areas as testimony before the Bankruptcy Court on matters that are within APS’ areas of expertise.	
 		
•	 	Assist with financing issues either prior to or during the bankruptcy proceeding and in conjunction with the Plan of Reorganization or which arise from the Company’s financing sources outside of the United States.	
 		
•	 	Assist in negotiations with stakeholders and their representatives.	
 		
•	 	Assist in managing the “working group” professionals who are assisting the Company in the reorganization process or who are working for the Company’s various stakeholders to improve coordination of their effort and individual work product to be consistent with the Company’s overall restructuring goals.	
 		
•	 	Work with the Company and its team to further identify and implement both short-term and long-term liquidity generating initiatives.	
 		
•	 	Assist in developing and implementing cash management strategies, tactics and processes. Work with the Company’s treasury department and other professionals and coordinate the activities of the representatives of other constituencies in the cash management process.	
 		
•	 	Assist in overseeing and driving financial performance in conformity with the Company’s business plan.	
 		
•	 	Assist management with the development of the Company’s revised business plan, and such other related forecasts as may be required by the bank lenders in connection with negotiations or by the Company for other corporate purposes.	
 		
•	 	Assist in communication and/or negotiation with outside constituents including the banks and their advisors.	
3
/s/Abc

 

 	 	 	
Mr. Robert P. May	 	December 17, 2005	

•	 	Provide such other assistance as may be requested and is within our expertise to support.	

Work Product
Our work product will be in the form of:

•	 	Information to be discussed with you and others, as you may direct.	
 		
•	 	Written reports and analysis worksheets to support our suggestions as we deem necessary or as you may request.	

Staffing
Lisa Donahue will be the managing director responsible for the day-to-day execution of the engagement. She will be assisted by Michael Feder and a staff of professionals at various levels as provided on Exhibit A, all of whom have a wide range of skills and abilities related to this type of assignment. In addition, we have relationships with and periodically retain independent contractors with specialized skills and abilities to assist us; however, those independent contractors shall not be retained without the prior written approval of the Company.
Staffing levels and assignments shall be determined through consultation between the Company and APS. The staff may be assisted by or replaced by other professionals at various levels, as required. APS will keep the Company informed as to APS’ staffing and will not add additional staff to the assignment without first consulting with the Company to obtain your agreement that such additional resources are required and do not duplicate the activities of other employees or professionals.

Timing, Fees and Retainer
This will confirm that APS commenced this engagement on November 29, 2005. This Agreement supersedes our engagement letter pursuant thereto and is replaced by this Agreement as if it was entered into on that date.
APS shall be compensated for its services, and reimbursed for expenses, under this Agreement as set forth on Schedule 1.
* * *
4
/s/ Abc

 

 	 	 	
Mr. Robert P. May	 	December 17, 2005	
In the event the Company seeks protection under the U.S. Bankruptcy Code, the Company will promptly apply to the Bankruptcy Court to obtain approval of APS’ retention and Retainer nunc pro tunc to the date of the filing.
The terms and conditions set out in the attached Schedules, Exhibit and the General Terms and Conditions form part of this Agreement and are incorporated by reference herein.
If these terms meet with your approval, please sign and return the enclosed copy of this Agreement and wire transfer the amount specified on Schedule 1 to establish the Retainer.
We look forward to working with you.
Sincerely yours,
AP Services, LLC
/s/ Lisa Donahue

 	 	           by A. A. Koch	
Lisa Donahue
Managing Director
Acknowledged and Agreed to:
CALPINE CORPORATION
 	 	 	 	 	
By:	 	/s/ Ann B. Curtis	 	 	
 	 	 	 	 	
Its:	 	Executive Vice President	 	 	
 	 	 	 	 	
Dated:	 	December 19, 2005	 	 	
 	 	 	 	 	
2000 Town Center | Suite 2400 | Southfield, MI | 48075 | 248.358.4420 | 248.358.1969 fax | www.alixpartners.com

 

AP Services, LLC
Employment by Calpine Corporation
Exhibit A
 	 	 	 	 	 	 	 	 	
 	 	 	 	Hourly	 	Commitment	
Name	 	Description	 	Rate	 	Full 1 or Part 2 Time	
Lisa Donahue	 	Managing Director	 	$	670	 	 	Full time	
Al Koch	 	Managing Director	 	$	690	 	 	Part Time	
Michael Feder	 	Managing Director	 	$	630	 	 	Full Time	
Barry Folse	 	Director	 	$	480	 	 	Full Time	
John Castellano	 	Director	 	$	510	 	 	Full Time	
Dave Johnston	 	Director	 	$	460	 	 	Full Time	
Bryan Porter	 	Director	 	$	460	 	 	Full Time	
Terry Singla	 	Vice President	 	$	320	 	 	Full Time	
Robb McWilliams	 	Vice President	 	$	300	 	 	Full Time	
Drew Lockard	 	Vice President	 	$	300	 	 	Full Time	
Aleksandra Bozic	 	Vice President	 	$	350	 	 	Full Time	
Deborah Rieger-Paganis	 	Director	 	$	480	 	 	Full Time	
Tom Osmun	 	Director	 	$	480	 	 	Full Time	
Scott Mell	 	Director	 	$	480	 	 	Full Time	
The parties agree that Exhibit A can be amended by APS from time to time, subject to the Company’s approval, to add or delete staff and the Monthly Staffing Reports shall be treated by the parties as such amendments. Staff will be expanded or contracted in order to meet the Company’s needs.

1	 	Full time is defined as substantially full time.	
 		
2	 	Part time is defined as approximately 2-3 days per week, with some weeks more or less depending on the needs and issues facing the Company at that time.	
1
/s/ Abc

 

Schedule 1
Fees and Expenses

1.	 	Fees: APS staff will be billed to the Company on a semi- monthly basis and will be based on the hours charged at APS’ hourly rates, which are:	
 	 	 	
Managing Directors
Directors
Vice Presidents
Associates
Analysts
Paraprofessionals	 	$570 — 690
$430 — 530
$320 — 410
$250 — 280
$180 — 200
      $150	

 	 	APS reviews and revises its billing rates on January 1 of each year. The billing rates listed in this engagement letter are those in effect for 2005; however, APS agrees that no increase for 2006 shall be made in the above rates. APS will give the Company written notice prior to increasing its rates.	
 		
 	 	APS acknowledges that the Company retains the right to restrict the number of hours worked per APS staff person.	

2.	 	Contingent Success Fee: APS and the Company agree that within 90 days from the date of this letter they will determine a reasonable success fee, if any, based upon APS’ contribution to a successful reorganization or sale of the Company. A separate filing with the Bankruptcy Court will be made seeking approval of the results of these discussions. APS shall be entitled to receive the contingent success fee whether or not it is still actively engaged when the event giving rise to payment of the success fee occurs. Provided, however, that if APS is not engaged at the time that Chapter 11 is filed or on March 31, 2006 if a Chapter 11 bankruptcy petition is not filed then no Contingent Success Fee shall be payable.	

3.	 	Expenses: In addition to the fees set forth herein, the Company shall pay directly, or reimburse APS upon receipt of periodic billings, for all reasonable out-of-pocket expenses incurred in connection with this assignment, such as coach class air travel, lodging, postage and a communications charge of $4.00 per billable hour to cover telephone and facsimile charges.	
 		
4.	 	Break Fee: APS does not seek a Break Fee in connection with this engagement.	
 		
5.	 	Retainer: The Company shall pay APS a total retainer of $1,500,000 to be applied against Fees and Expenses as set forth in this Schedule and in accordance with Section 2 of the attached General Terms and Conditions. We acknowledge receipt of a $700,000 retainer; therefore, the amount still owing under this paragraph is $800,000.	
2
/s/ Abc

 

0Schedule 2
Disclosures
We have completed a check of approximately 1,400 parties in interest that we received from the Company. Following is the listing of disclosures from our review of the first listing of parties in interest. We provide this so that you might assess the impact, if any, that you believe such disclosures have upon our relationship.

•	 	Questor Partners Fund, L.P. (“QPF”) and an affiliated side-by-side fund and Questor Partners Fund II, L.P. (“QPF II”) and affiliated side-by-side funds, $300 million and $865 million funds, respectively, are private equity funds that invest in special situations and under-performing companies. Neither QPF nor QPF II will make an investment to the Company for at least three years after the date that APS’ engagement terminates.	
 		
•	 	Mr. Jay Alix, a managing director in AlixPartners, an affiliate of APS, is also the President and CEO of Questor Management Company, LLC (“Questor”), the entity that manages QPF and QPF II.	
 		
•	 	Questor and AlixPartners are separate companies. AlixPartners, pursuant to contract, performs certain accounting and other administrative services for Questor. From time to time, Questor hires AlixPartners as a contractor to advise it regarding a potential acquisition, and occasionally investee companies of QPF and QPF II hire AlixPartners. From time to time, employees of AlixPartners are elected to the boards of directors of investee companies of QPF and QPF II, but other than Mr. Koch no such board members are involved in this engagement. Mr. Koch is Chairman of the Board of Polar Corporation, an investee company of QPF II.	
 		
•	 	Mr. Alix and Mr. Robert Shields own interests in Questor General Partner, LP (“QGP”) and Questor General Partner II, LP (“QGP II”), the general partners of QPF and QPF II. Substantially all of the AlixPartners managing directors are limited partners in QGP II and, as such, are passive participants in the general partner with no voice in authorizing QPF II’s investments. Mr. Alix, Mr. Albert A. Koch, and Mr. Michael Grindfors are also managing directors of Questor and, along with Mr. Shields, members of its Investment Committee. The Investment Committee makes investment decisions for Questor.	
 		
•	 	Substantially all of the managing directors of AlixPartners own limited partnership interests in one or more of the following entities: Questor Side-by-Side Partners, L.P. (“SBS”), Questor Side-by-Side Partners II,L.P. (“SBS II”) and Questor Side-by-Side Partners II 3(c)(1), L.P. (“SBS II 3c1”). Limited partners, except for Mr. Alix, Mr. Koch and Mr. Grindfors are passive investors and have no voice in approving the entities’ investments.	
 		
•	 	Some of the limited partners of QPF and/or QPF II are affiliates of financial institutions that are also lenders to companies that may have retained AlixPartners. The affiliates of such	
1
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 	 	financial institutions are passive investors in QPF and QPF II and have no voice in approving Questor’s investments. Where such situations occur, the lending relationship and investment in QPF and/or QPF II is detailed in AlixPartners’ disclosures.	
 		
•	 	QPF, QPF II, SBS, SBS II, SBS II 3c1 and Questor are all related entities. The Side-by-Side funds contain, in the aggregate, 6.3% of the total Questor funds, which are in excess of $1.17 billion.	
 		
•	 	ABN Amro, a contract party of the Company, is a current and former client of AlixPartners in matters unrelated to the Company. ABN Amro was an indenture trustee, bondholder and collateral agent for vendors to former AlixPartners and/or APS clients in matters unrelated to the Company.	
 		
•	 	ANR Pipeline Company, a contract party of the Company, was a related party to a former AlixPartners client in matters unrelated to the Company.	
 		
•	 	Benjamin B. Abedine, an officer/director of the Company, was an officer of a former AlixPartners client in matters unrelated to the Company.	
 		
•	 	Bruce Bisson, an officer/director of the Company, was a director of a former AlixPartners client in matters unrelated to the Company.	
 		
•	 	AIG/National Union, a contract party of the Company, is affiliated with entities that are investors in QPF and QPF II. In addition, other AIG/National Union affiliated entities are limited partners, lenders and bondholders of current and former AlixPartners and/or APS clients in matters unrelated to the Company.	
 		
•	 	Bank of America Securities, a contract party of the Company, is a current and former client of AlixPartners, as well as a professional person and lender to current and former AlixPartners and/or APS clients in matters unrelated to the Company.	
 		
•	 	Booz Allen & Hamilton, a vendor to the Company, was former employer of current AlixPartners employees.	
 		
•	 	BP Energy Company, a contract party of the Company and affiliated entities, is a current client of AlixPartners in matters unrelated to the Company.	
 		
•	 	Bracewell & Giuliani, a vendor to the Company, is a professional person to a current APS client in matters unrelated to the Company.	
 		
•	 	Carolina Power & Light Company, a contract party of the Company, was a creditor, vendor and director affiliated company to former AlixPartners and/or APS clients in matters unrelated to the Company.	
 		
•	 	Cinergy Services, a contract party of the Company, was a related party to a former	
2
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 	 	AlixPartners client in matters unrelated to the Company.	

•	 	Conoco, a vendor to the Company, was a creditor and adverse party to former AlixPartners and/or APS clients in matters unrelated to the Company. In addition, Conoco was a related party to a former AlixPartners client in matters unrelated to the Company.	
 		
•	 	Covington & Burling, a vendor to the Company, was a client professional to a former AlixPartners client in matters unrelated to the Company.	
 		
•	 	Credit Suisse First Boston, a contract party of the Company, and CSFB affiliates are current and former clients of AlixPartners, as well as creditors, professionals, noteholders and lenders to current and former AlixPartners and/or APS clients in matters unrelated to the Company. A CSFB affiliated entity is a lender to a Questor portfolio company.	
 		
•	 	Deloitte & Touche, a contract party and professional of the Company, is affiliated with entities that are vendors to AlixPartners, adverse to a former AlixPartners client, as well as professionals to current and former AlixPartners and/or APS clients in matters unrelated to the Company. Deloitte & Touche is also a current client of AlixPartners in matters unrelated to the Company . Additionally, Deloitte & Touche affiliated entities previously employed several current AlixPartners employees.	
 		
•	 	Deutsche Bank, a vendor to the Company, is affiliated with entities that are shareholders, lenders, indenture trustees, creditors, limited partners and retained professionals to current and former AlixPartners and/or APS clients in matters unrelated to the Company.	
 		
•	 	Dow Chemical Company, a vendor to the Company, was a former client of AlixPartners in matters unrelated to the Company. Dow Chemical Company was also a creditor and director affiliated company of former AlixPartners and/or APS clients in matters unrelated to the Company.	
 		
•	 	Enron North America Corp., a contract party of the Company, and ENAC affiliated entities are adverse parties, creditors, and financial derivative counterparties to current and former clients of AlixPartners in matters unrelated to the Company. In addition, an affiliated entity of Enron North America was a former client of AlixPartners in matters unrelated to the Company.	
 		
•	 	General Electric International, a vendor to the Company, is affiliated with an investor in QPF II. General Electric International and its affiliated entities are also former clients of AlixPartners as well as creditors, lenders, lessors and bondholders to current and former AlixPartners and/or APS clients in matters unrelated to the Company.	
 		
•	 	Houlihan Lokey, a contract party of the Company, was an affiliated entity and client professional to current and former AlixPartners and/or APS clients in matters unrelated to the Company.	
3
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•	 	Intercontinental Exchange, a contract party of the Company, was a counterparty to litigation of a former APS client in matters unrelated to the Company.	
 		
•	 	Illinois Power Company, a contract party of the Company, was a related party to a former AlixPartners client in matters unrelated to the Company.	
 		
•	 	Internal Revenue Service was a former creditor and client through representative creditor’s committee to former AlixPartners and/or APS clients in matters unrelated to the Company. In addition, Internal Revenue Service was previous employer of current AlixPartners employees.	
 		
•	 	Iron Mountain, a vendor to the Company, is a vendor to AlixPartners and is a former AlixPartners client in matters unrelated to the Company.	
 		
•	 	Kinder Morgan, a contract party of the Company, is a current client of AlixPartners in matters unrelated to the Company.	
 		
•	 	KirkPatrick & Lockhart, a vendor to the Company, is client professional to current and former AlixPartners and/or APS clients in matters unrelated to the Company.	
 		
•	 	KPMG, a professional to the Company, is a current client of AlixPartners as well as a professional, adverse party and creditor to current and former AlixPartners and/or APS clients in matters unrelated to the Company. Additionally, KPMG previously employed several current AlixPartners employees.	
 		
•	 	Kurtzman Carson Consultants, a professional to the Company, is client professional to a current AlixPartners client in matters unrelated to the Company.	
 		
•	 	Latham & Watkins, a professional to the Company, is legal counsel and opposing legal counsel to current and former AlixPartners and/or APS clients in matters unrelated to the Company.	
 		
•	 	Lehman Brothers, a contract party of the Company, was a former client of AlixPartners through AlixPartners work for a bank group, a vendor to AlixPartners, a client related party, as well as bondholders, shareholders and lenders to current and former AlixPartners and/or APS clients in matters unrelated to the Company. Additionally, Lehman Brothers previously employed a current AlixPartners employee.	
 		
•	 	Marathon Oil Company, a contract party of the Company, was a creditor and related party to former AlixPartners and/or APS clients in matters unrelated to the Company.	
 		
•	 	Merrill Lynch, a contract party of the Company, is affiliated with several entities that are former clients of AlixPartners, as well as lenders, bondholders, shareholders limited partners and retained professionals to current and former AlixPartners and/or APS clients in matters unrelated to the Company. Merrill Lynch Asset Management is a lender to a Questor	
4
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 	 	portfolio company. Additionally, Merrill Lynch previously employed several AlixPartners employees.	

•	 	Mirant America Energy Marketing, a contract party of the Company, and affiliated entities were former clients of APS in matters unrelated to the Company.	
 		
•	 	Morgan Stanley, a contract party of the Company, is a lender, bondholder and client professional of current AlixPartners and/or APS clients in matters unrelated to the Company. Additionally, Morgan Stanley was a lender to a former QPF and QPF II portfolio company. Lastly, Morgan Stanley previously employed a current AlixPartners employee.	
 		
•	 	National Bank of Canada, a contract party of the Company, was a lender and client, as a participant bank, to former AlixPartners and/or APS clients in matters unrelated to the Company.	
 		
•	 	Nixon Peabody, a professional to the Company, is a client professional to a current APS client in matters unrelated to the Company.	
 		
•	 	NRG Energy, an affiliate of the Company, was an adverse party to a former AlixPartners client in matters unrelated to the Company.	
 		
•	 	Pratt & Whitney, a vendor to the Company, was a member of the creditor’s committee to a former AlixPartners client in matters unrelated to the Company.	
 		
•	 	Progress Energy, a vendor to the Company, is a director affiliated company to a former APS client in matters unrelated to the Company.	
 		
•	 	Oaktree Capital, a contract party of the Company, was an adverse party to a former AlixPartners client in a litigated matter as well as a bondholder and lender to current and former AlixPartners and/or APS affiliated entities in matters unrelated to the Company. Additionally, Oaktree is a significant shareholder of a Questor portfolio company and a director of that same Questor portfolio company is affiliated with Oaktree Capital.	
 		
•	 	Oracle Corporation, a vendor to the Company, is a former AlixPartners client in matters unrelated to the Company . In addition, Oracle Corporation was a creditor and adverse party to former AlixPartners and/or APS clients in matters unrelated to the Company. Lastly, Oracle Corporation was previous employer of a current AlixPartners employee.	
 		
•	 	Paul Weiss Rifkind & Garrison, a professional of the Company, is clients’ legal counsel to current and former AlixPartners and/or APS clients in matters unrelated to the Company.	
 		
•	 	Perkins Coie, a professional of the Company, was opposing counsel and client professional to former AlixPartners and/or APS clients in matters unrelated to the Company.	
 		
•	 	PricewaterhouseCoopers, a professional of the Company, is a professional to current and	
5
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 	 	former AlixPartners clients in matters unrelated to the Company. PWC is the auditor for QPF and QPF II. Additionally, PWC previously employed several current AlixPartners employees.	

•	 	Refco, Inc., a contract party of the Company, is a current client of APS in matters unrelated to the Company.	
 		
•	 	Sargent & Lundy, a contract party of the Company, was a former client of AlixPartners in matters unrelated to the Company.	
 		
•	 	Siemens Power Generation, a vendor to Company, and SPC affiliated entities are creditors, lenders, adverse parties and lessors to former AlixPartners and/or APS clients in matters unrelated to the Company. In addition, affiliated entities of Siemens Power Generation were former clients of AlixPartners in matters unrelated to the Company.	
 		
•	 	Skadden, Arps, Slate, Meagher & Flom, a professional of the Company, is client’s professional to current and former AlixPartners and/or APS clients in matters unrelated to the Company.	
 		
•	 	A Confidential client, a contract party of the Company, is a current AlixPartners client in matters unrelated to the Company. In addition, an affiliated entity of the confidential client is an investor in QPF.	
 		
•	 	Stroock & Stroock & Lavan, a professional of the Company, is a current and former client of AlixPartners, as well as a professional and adverse party to current and former AlixPartners clients in matters unrelated to the Company.	
 		
•	 	Sun Microsystems, a vendor to the Company, was a creditor to former APS clients in matters unrelated to the Company. In addition, Sun Microsystems was previous employer of a current AlixPartners employee.	
 		
•	 	Thelen Reid & Priest, a vendor to the Company, was a former AlixPartners client in matters unrelated to the Company.	
 		
•	 	UBS AG, a contract party of the Company, is affiliated with entities that are lenders, vendors, professionals, creditors, bondholders, and lessors to current and former AlixPartners and/or APS clients in matters unrelated to the Company.	
 		
•	 	UPS, a contract party of the Company, was a vendor and director affiliated company to current and former AlixPartners and/or APS clients in matters unrelated to the Company.	
 		
•	 	U.S Filter Corporation, a vendor to the Company, was previous employer of a current AlixPartners employee.	
 		
•	 	Winston & Strawn, a professional of the Company, is a current and former client of	
6
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 	 	AlixPartners. In addition Winton & Strawn is a professional and opposing counsel to current and former AlixPartners clients in matters unrelated to the Company.	
We recently received a supplemental listing of approximately 1,000 additional parties in interest and, as soon as practicable, we will provide you with a listing of parties with whom we have current or prior relationships that may be related to the Company.
This Schedule 2 may be updated by APS from time to time to disclose additional connections or relationships between APS and the interested parties.
7
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AP Services, LLC
General Terms and Conditions
These General Terms and Conditions (“Terms”) are incorporated into the letter agreement (“Agreement”) between the Company and APS to which these Terms are attached.
Section 1. Company Responsibilities
The Company will undertake responsibilities as set forth below:

1.	 	Provide reliable and accurate detailed information, materials, documentation and	
 		
2.	 	Make decisions and take future actions, as the Company determines in its sole discretion, on any recommendations made by APS in connection with the tasks or work product under this Agreement.	
APS’ delivery of the services and the fees charged are dependent on (i) the Company’s timely and effective completion of its responsibilities; and (ii) timely decisions and approvals made by the Company’s management. The Company shall be responsible for any delays, additional costs or other deficiencies caused by not completing its responsibilities.
Section 2. Retainer and Payments.
Retainer. APS will submit semi-monthly invoices for services rendered and expenses incurred and will offset such invoices against the Retainer. Payment will be due upon receipt of the invoices to replenish the Retainer to the agreed-upon amount. Any unearned portion of the Retainer will be returned to the Company at the termination of the engagement.
Payments. All payments to be made by the Company to APS shall be payable upon receipt of invoice via wire transfer to APS’ bank account, as follows:
 	 	 	
Receiving Bank:	 	Comerica Bank
ABA #072000096	
Receiving Account:	 	AP Services, LLC
A/C #1851-765410	
Section 3. Relationship of the Parties.
The parties intend that an independent contractor relationship will be created by the Agreement. As an independent contractor, APS will have complete and exclusive charge of the management and operation of its business, including hiring and paying the wages and other compensation of all its employees and agents, and paying all bills, expenses and other charges incurred or payable with respect to the operation of its business. Of course, neither the Temporary Staff nor APS will be entitled to receive from the Company any vacation pay, sick leave, retirement, pension or social security benefits, workers’ compensation, disability, unemployment insurance benefits or any other employee benefits. APS will be responsible for all employment, withholding, income and other taxes incurred in connection with the operation and conduct of its business.
The Company shall not solicit, recruit or hire any employees or agents of APS for a period of two years subsequent to the completion and/or termination of the Agreement.
Section 4. Confidentiality.
APS shall keep confidential its relationship with the Company (unless such relationship is disclosed publicly in a Court filing or otherwise) and all non-public, confidential or proprietary information obtained from the Company during the performance of its services hereunder (the “Information”), and neither APS nor the Temporary Staff will disclose any Information to any other person or entity. “Information” includes non-public, confidential and proprietary data, plans, reports, schedules, drawings, accounts, records, calculations, specifications, flow sheets, computer programs, source or object codes, results, models or any work product relating to the business of the Company, its subsidiaries, distributors, affiliates, vendors, customers, employees, contractors and consultants.
The foregoing is not intended to prohibit, nor shall it be construed as prohibiting, APS or the Temporary Staff from disclosure pursuant to a valid subpoena or court order, but neither APS nor the Temporary Staff shall encourage, suggest, invite or request, or assist in securing, any such subpoena or court order; and the Temporary Staff shall promptly give notice of any such subpoena or court order by fax transmission to the Company. After obtaining written permission from the general counsel of the Company, APS and the Temporary Staff may make reasonable disclosures of Information to third parties in connection with the performance of APS’ obligations and assignments hereunder unless such disclosure is occurring in the regular course of a bankruptcy proceeding and is to parties-at-interest in such proceeding in which case no written permission shall be required.
The Company acknowledges that all information (written or oral), including Work Product (as defined in Section 5), generated by APS and the Temporary Staff in connection with this engagement is intended solely for the benefit and use of the Company (limited to its management and its Board of Directors) in connection with the transactions to which it relates. The Company agrees that no such information shall be used for any other purpose or reproduced, disseminated, quoted or referred to with attribution to APS at any time in any manner or for any purpose without APS’ prior approval except as required by law.
Section 5. Intellectual Property.
All methodologies, processes, techniques, ideas, concepts, know-how, procedures, software, tools, writings and other intellectual property that APS has created, acquired or developed prior to the date of this Agreement are, and shall remain, the sole and exclusive property of APS, and the Company shall not acquire any interest therein. APS shall be free to use all methodologies, processes, techniques, ideas, concepts, know-how, procedures, software, tools, writings and other intellectual property that APS may create or develop in connection with this engagement, subject to its duty of confidentiality to the extent that the same contain information or materials furnished to APS by the Company that constitute Information referred to in Section 4 above. Except as provided above, all information, reports, materials, software and other work product that APS creates or develops specifically for the Company as part of this engagement (collectively known as “Work Product”) shall be owned by the Company and shall constitute Information referred to in Section 4 above. APS may retain copies of the Work Product subject to its obligations under Section 4 above.
Section 6. Framework of the Engagement.
The Company acknowledges that it is retaining APS to provide the Temporary Staff solely to assist the Company and its Board of Directors in the management and restructuring of the Company. This engagement shall not constitute an audit, review or compilation, or any other type of financial statement reporting or consulting engagement that is subject to the rules of the AICPA, the SSCS or other such state and national professional bodies.
Section 7. Indemnification and Other Matters.
The Company shall indemnify, hold harmless and defend APS and APS’ directors, officers, employees, Temporary Staff and agents from
1
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AP Services, LLC
General Terms and Conditions
and against all claims, liabilities, losses, expenses and damages to the extent of the most favorable indemnities provided by the Company to any of its directors or officers, provided, however, that to the extent any matter for which indemnification is called for hereunder arises while the Company is under the protection of the Bankruptcy Code, indemnification of APS personnel who are not directors or officers of the Company shall be subject to the approval of the Board of Directors of the Company. The Company shall pay costs as incurred, including reasonable legal fees and disbursements of counsel and the costs of APS’ professional time (APS’ professional time will be reimbursed at APS’ rates in effect when such future time is required), relating to or arising out of the engagement, including any legal proceeding in which APS or other indemnitees may be required or agree to participate but in which they are not a party. APS and its directors, officers, employees, Temporary Staff and agents may, but are not required to, engage a single firm of separate counsel of their choice in connection with any of the matters to which this indemnification agreement relates.
The Company shall use its best efforts to specifically include and cover, as a benefit for their protection, Temporary Staff serving as directors or officers of the Company or affiliates from time to time with direct coverage as named insureds under the Company’s policy for directors’ and officers’ (“D&O”) insurance. The Company will maintain such D&O insurance coverage for the period through which claims can be made against such persons. The Company disclaims a right to distribution from the D&O insurance coverage with respect to such persons. In the event that the Company is unable to include Temporary Staff under the Company’s policy or does not have first dollar coverage acceptable to APS in effect for at least $30 million (e.g., such policy is not reserved based on actions that have been or are expected to be filed against officers and directors alleging prior acts that may give rise to a claim), APS may, at its option, attempt to purchase a separate D&O policy that will cover the Temporary Staff only. The cost of same shall be invoiced to the Company as an out -of -pocket cash expense. If APS is unable to purchase such D&O insurance, then APS reserves the right to terminate the Agreement.
APS is not responsible for any third-party products or services. The Company’s sole and exclusive rights and remedies with respect to any third party products or services are against the third-party vendor and not against APS, whether or not APS is instrumental in procuring the third-party product or service.
APS shall not be liable to the Company except for actual damages resulting from breach of this agreement, bad faith, self-dealing or intentional misconduct.
Section 8. Governing
The Agreement is governed by and shall be construed in accordance with the laws of the State of New York with respect to contracts made and to be performed entirely therein and without regard to choice of law or principles thereof.
Any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by arbitration. Each party shall appoint one non-neutral arbitrator. The two party arbitrators shall select a third arbitrator. If within 30 days after their appointment the two party arbitrators do not select a third arbitrator, the third arbitrator shall be selected by the American Arbitration Association (AAA). The arbitration shall be conducted in New York, New York under the AAA’s Commercial Arbitration Rules, and the arbitrators shall issue a reasoned award. The arbitrators may award costs and attorneys’ fees to the prevailing party. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. However, in the event the Company is under the protection of the Bankruptcy Code, the arbitration provisions shall apply only to the extent that the Bankruptcy Court, or the U.S. District Court if the reference is withdrawn, does not retain jurisdiction over a controversy or claim.
Section 9. Termination and Survival.
The Agreement may be terminated at any time by written notice by one party to the other; provided, however, that notwithstanding such termination APS will be entitled to any fees and expenses due under the provisions of the Agreement, including Contingent Success Fee and Break Fee in accordance with Schedule 1. The Break Fee is due and payable at the time of termination of the Agreement. Such payment obligation shall inure to the benefit of any successor or assignee of APS.
In connection with any of the foregoing, if there has been a Change in Control of the Company, APS will receive the Success Fee in accordance with Schedule 2 immediately prior to such Change in Control.
Additionally, unless the Agreement is terminated by the Company for Cause (as defined below) or due to circumstances described in the Contingent Success Fee provision in the Agreement, APS shall remain entitled to the Contingent Success Fee(s) that otherwise would be payable for the greater of 12 months from the date of termination or the period of time that that has elapsed from the date of this Agreement to the date of termination. Cause shall mean:
(a) a Temporary Staff member acting on behalf of the Company is convicted of a felony, or
(b) it is determined in good faith by the Board of Directors of the Company that, after 30 days notice and opportunity to cure, either (i) a Temporary Staff member is engaging in misconduct injurious to the Company, or (ii) a Temporary Staff member breaches any of his or her material obligations under this Agreement; or (iii) a Temporary Staff member willfully disobeys a lawful direction of the Board of Directors or senior management of the Company.
Sections 2, 4, 5, 7, 8, 9 and 10 of these Terms shall survive the expiration or termination of the Agreement.
Section 10. General.
Severability. If any portion of the Agreement shall be determined to be invalid or unenforceable, the remainder shall be valid and enforceable to the maximum extent possible.
Entire Agreement. These Terms, the letter agreement into which they are incorporated and the Schedule(s) and Exhibit to such letter agreement contain the entire understanding of the parties relating to the services to be rendered by APS and the Temporary Staff and may not be amended or modified in any respect except in a writing signed by the parties. APS is not responsible for performing any services not specifically described herein or in a subsequent writing signed by the parties. If there is a conflict between these Terms and the balance of the Agreement, these Terms shall govern.
Notices. All notices required or permitted to be delivered under the Agreement shall be sent, if to APS, to:
AP Services, LLC
2000 Town Center, Suite 2400
Southfield, MI 48075
Attention: Mr. Melvin R. Christiansen
and if to the Company, to the address set forth in the Agreement, to the attention of the Company’s General Counsel, or to such other name or address as may be given in writing to the other party. All notices under the Agreement shall be sufficient if delivered by
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AP Services, LLC
General Terms and Conditions
facsimile or overnight mail. Any notice shall be deemed to be given only upon actual receipt.
Section 11. Disclosures.
APS is not aware of any fact or situation, other than those disclosed in Schedule 2, which would represent a conflict of interest for APS with regard to the Company. However, APS has not completed a thorough check of the parties in interest with regard to the Company. Upon receiving additional information from the Company with respect to the parties in interest, APS will promptly complete a search of its relationships and will notify the Company of any connections APS may have with such parties in interest. While APS is not aware of any relationships, other than those disclosed in Schedule 2, that connect APS to any party in interest, because APS is a consulting firm that serves clients on a international basis in numerous cases, it is possible that APS may have rendered services to or have business associations with other entities which had or have relationships with the Company. APS has not and will not represent the interests of any of the entities disclosed on Schedule 2 in this case.
3
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Exhibit 10.5.3.2
Detroit New York Chicago Dallas

November 3, 2006
Robert May
Calpine Corporation
50 West San Fernando Street
San Jose, CA 95113
Re: Agreement for Restructuring Services
This letter is the first amendment of the Agreement dated December 17, 2005 (the “Agreement”), between AP Services LLC, a Michigan limited liability company (“APS”) and Calpine Corporation (“Calpine” or the “Company”). Unless otherwise modified herein, the terms and conditions of the Agreement remain in full force and effect.

Tasks
The following tasks are added to those stated in the Agreement:

•	 	Assist in the review and assessment of executory contracts to identify rejection opportunities.	
 		
•	 	Collaborate with internal and external legal counsel to develop strategies for dealing with uneconomic contracts that cannot be rejected due to jurisdictional issues.	
 		
•	 	Support Company process to evaluate and sell certain plants and assets that are no longer strategically relevant to Calpine.	
 		
•	 	Assist in the development and process for completing the monthly operating reports and other reporting required during the bankruptcy.	
 		
•	 	Assist the Company in analyzing and reconciling Chapter 11 bankruptcy claims, including reclamation analysis and potential preferences.	
 		
•	 	Advising the Company’s accounting department on certain reporting requirements and evaluating the closing process to accelerate the reporting of financial results.	
 		
•	 	Support US company and evaluate issues related to the Canadian chapter 11 filing.	
 		
•	 	Develop analysis to assess solvency of CES, LP and the trading operations, including evaluating interco transactions.	
2000 Town Center | Suite 2400 | Southfield, MI | 48075 | 248.358.4420 | 248.358.1969 fax | www.alixpartners.com

 

Calpine Corporation
November 3, 2006
Page 2

•	 	Work with the Company to identify the total population of inter-company general ledger accounts and to understand the purpose and nature of activity for each inter-company account.	
 		
•	 	Work with management and the Company’s outside counsel to review a sample of structured finance transactions, assess the economic value of the transactions, and identify potential pre and post-petition claims for the respective transactions.	
 		
•	 	Maintain a controlled and repeatable forecasting methodology for the Debtors’ trading operations to provide a forecast of cash flows based on current commodity prices and dispatch trends rather than historical trends.	
 		
•	 	Develop a model whereby contractual toll payments indexed to power and gas prices can be updated on a weekly basis to account for changes in the commodity price index.	
 		
•	 	Assist the Company by providing an analyst in the Treasury department responsible for maintaining a daily bank reconciliation between forecasted and actual cash flow activity for all cash accounts that sweep to Corp (over 20 accounts).	
 		
•	 	Assist the Company by providing an analyst in the Credit Department responsible for interacting with all counterparties on a daily basis, assessing the net exposure between the counterparty and Calpine, and determining if any cash collateral will need to posted or can be colleted. This analyst maintains the information and documentation that will allow the Director of Credit the ability to help minimize the working capital required in the trading organization.	
 		
•	 	Assist the Company and its legal advisors in identifying possible substantive consolidation scenarios, as well as support the Company in understanding both the third-party and intercompany affiliate claims associated with each legal entity and scenario	
 		
•	 	Managing the transition of accounting and finance functions from San Jose to Houston, to include:	

 	•	 	Retentions of key San Jose staff through an appropriate transition period	
 		
 	•	 	Recruiting, retention and training of new staff in Houston	
 		
 	•	 	Transitioning of duties from San Jose staff to Houston staff	

•	 	Diagnosis and develop strategies and tactics to enhance processes surrounding accounting close and consolidation	

 

Calpine Corporation
November 3, 2006
Page 3

Staffing
The Staffing section of the Agreement is replaced in its entirety by the following:
APS will provide Lisa Donahue to serve as the Company’s Chief Financial Officer, reporting to the Company’s Chief Executive Officer. Working collaboratively with the senior management team, the Board of Directors and other Company professionals, Ms. Donahue will assist the Company in evaluating and implementing strategic and tactical options through the restructuring process. She will be assisted by Michael Feder and a staff of professionals at various levels as provided on Exhibit A, all of whom have a wide range of skills and abilities related to this type of assignment. In addition, we have relationships with and periodically retain independent contractors with specialized skills and abilities to assist us.
Staffing levels and assignments shall be determined through consultation between the Company and APS. The staff may be assisted by or replaced by other professionals at various levels, as required. APS will keep the Company informed as to APS’ staffing and will add additional staff to the assignment after consulting with the Company.
If APS finds it desirable to augment its professional staff with independent contractors (an “I/C”) in this case, it shall do so consistent with applicable bankruptcy law.

Schedule 1, Fees and Expenses
Section 2, Contingent Success Fee, of Schedule 1 is replaced in its entirety with the following:
APS shall be eligible to receive an Emergence Incentive Bonus of up to $6.0 million earned upon consummation of a confirmed plan of reorganization. The threshold at which such bonus shall be earned and the maximum amount of the Emergence Incentive Bonus shall be as specified in the schedule attached hereto; provided that it shall remain within the sole discretion of the CEO to reduce the Emergence Incentive Bonus below the maximum amount specified in the schedule.
Please see the attached schedule for a detailed analysis of the APS Incentive Bonuses.
APS reviews and revises its billing rates on January 1 of each year. However, rates were not revised for the Temporary Staff in place on the engagement at January 1, 2006. Therefore, APS will be returning to standard rates effective January 1, 2007

Exhibit A
The attached Exhibit A replaces in its entirety the Exhibit A attached to the Agreement.

 

Calpine Corporation
November 3, 2006
Page 4
APS reviews and revises its billing rates on January 1 of each year. However, rates were not revised for the Temporary Staff in place on the engagement at January 1, 2006. Therefore, APS will be returning to standard rates effective January 1, 2007

Exhibit A
The attached Exhibit A replaces in its entirety the Exhibit A attached to the Agreement.
* * *
This letter is supplemental to, and not in lieu of, the Agreement, and, except as modified herein, the Agreement shall remain in full force and effect.
Sincerely yours,
AP Services, LLC
/s/ Lisa J. Donahue
Lisa J. Donahue
Managing Director
Acknowledged and Agreed to:
CALPINE CORPORATION
 	 	 	 	 	
By:
Its:	 	/s/ Robert P. May
 	 	 	
Dated:	 	 	 	 	

 

AP Services, LLC
Employment by Calpine Corporation
Exhibit A — Temporary Employees
Individuals with Executive Officer Positions
 	 	 	 	 	 	 	
 	 	 	 	 	 	Commitment	
Name	 	Description	 	Hourly Rate	 	Full 1 or Part Time	
 	
Lisa Donahue	 	Chief Financial Officer	 	$670	 	Full	
 	
Additional Temporary Employees
 	 	 	 	 	 	 	
 	 	 	 	 	 	Commitment	
Name	 	Description	 	Hourly Rate	 	Full 1 or Part 2 Time	
Amanda Knudsen	 	Claims Resolution	 	$220	 	Full	
 	
Timothy Rosolio	 	Claims Resolution	 	$220	 	Full	
 	
Christopher Anderson	 	Contract Resolution	 	$260	 	Full	
 	
Aleksandra Bozic	 	Contract Resolution	 	$280	 	Full	
 	
Adam Hollerbach	 	Treasury Analyst	 	$300	 	Full	
 	
Robert Albergotti	 	Restructuring	 	$300	 	Full	
 	
Andrew Baker	 	Intercompany claims	 	$300	 	Full	
 	
Ryan Thurber-Dean	 	Contract Resolution	 	$300	 	Part	
 	
Robb McWilliams	 	Claims Management	 	$300	 	Full	
 	
Lauren Schulman	 	Intercompany Claims	 	$300	 	Full	
 	
Terry Singla	 	Cash Management and Forecasting	 	$320	 	Full	
 	
Meaghan Frawley	 	Intercompany Claims	 	$330	 	Full	
 	
Drew Lockard	 	Claims Management	 	$330	 	Full	
 	
Kevin Montague	 	Restructuring	 	$350	 	Full	
 	
Kyle Braden	 	Cash Management and Forecasting	 	$380	 	Full	
 	
Salvador Caputto	 	Accounts Payable	 	$380	 	Full	
 	
Jeffrey Webb	 	Credit Analyst	 	$380	 	Full	
 	
Heather Stack	 	Intercompany Claims	 	$380	 	Full	
 	
Tamie Vitek	 	Accounting	 	$425	 	Full	
 	
Jon Shell	 	Accounting	 	$430	 	Full	
 	
Henry Colvin	 	Restructuring	 	$440	 	Full	
 	
David Johnston	 	Restructuring	 	$460	 	Full	
 	
Bryan Porter	 	Claims Management	 	$460	 	Full	
 	
Thomas Osmun	 	Business Plan/Restructuring	 	$480	 	Full	
 	
Deborah Rieger-Paganis	 	Contract Resolution	 	$480	 	Full	
 	
Barry Folse	 	Claims Management	 	$480	 	Full	
 	
Doug Jung	 	Intercompany Claims	 	$495	 	Full	
 	
Michael Tinsely	 	Contract Resolution	 	$495	 	Full	
 	
Jamie Lisac	 	Contract Resolution	 	$495	 	Full	
 	
Robert Rakowski	 	Contract Resolution	 	$495	 	Full	
 	
John Castellano	 	Cash Management, Forecasting and Restructuring	 	$510	 	Full	
 	
Jared Yerian	 	Restructuring	 	$590	 	Part	
 	
Michael Feder	 	Restructuring	 	$630	 	Full	

The parties agree that Exhibit A can be amended by APS from time to time to add or delete staff, and the Monthly Staffing Reports shall be treated by the parties as such amendments.	
 		
1	 	Full time is defined as substantially full time.	
 		
2	 	Part time is defined as approximately 2-3 days per week, with some weeks more or less depending on the needs and issues facing the Company at that time.	

 

Calpine Corporation
AP Services, LLC Compensation Summary
($MM)
 	 	 	 	 	
Additional Emergence Incentive Component	 	-	 	At the discretion of the CEO, upon consummation of a confirmed plan of reorganization, earned on achievement of Market Adjusted Enterprise Value (“Market AEV”) (1) and Plan Adjusted Enterprise Value (“Plan AEV”) metrics (2)	
 	 	 	 	 	
 	 	-	 	To be earned beginning at Initial Market AEV hurdle of $5.0 billion provided that Plan AEV is greater than $5.0 billion	
 	 	 	 	 	
 	 	-	 	Increase by $133,334 for each $100 million increase in market AEV over $4.5 billion (3) provided that payments do not exceed $4.0 million and Total Incentive Bonus does not exceed $6.0 million.	
Plan Adjusted Enterprise Value > $5,000
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	Market Adjusted Enterprise Value	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	
 	 	$	3,500	 	 	$	4,000	 	 	$	4,500	 	 	$	5,000	 	 	$	5,500	 	 	$	6,000	 	 	$	6,500	 	 	$	7,000	 	 	$	7,500	 	 	$	8,000	 	 	$	8,500	 	 	$	9,000	 	
 	 	 	
Minimum Emergence Bonus	 	 	*	 	 	 	*	 	 	 	*	 	 	$	2.00	 	 	$	2.00	 	 	$	2.00	 	 	$	2.00	 	 	$	2.00	 	 	$	2.00	 	 	$	2.00	 	 	$	2.00	 	 	$	2.00	 	
Valuation Component	 	 	—	 	 	 	—	 	 	 	—	 	 	 	0.67	 	 	 	1.33	 	 	 	2.00	 	 	 	2.67	 	 	 	3.33	 	 	 	4.00	 	 	 	4.00	 	 	 	4.00	 	 	 	4.00	 	
% of Valuation Increase	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0.13	%	 	 	0.13	%	 	 	0.13	%	 	 	0.13	%	 	 	0.13	%	 	 	0.13	%	 	 	0.00	%	 	 	0.00	%	 	 	0.00	%	
 	 	 	
Total Incentive Bonus	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	2.67	 	 	$	3.33	 	 	$	4.00	 	 	$	4.67	 	 	$	5.33	 	 	$	6.00	 	 	$	6.00	 	 	$	6.00	 	 	$	6.00	 	

(1)	 	Market AEV shall be equal to: The market value of debt that is primarily the obligation of reorganized Calpine Corporation (“Calpine”) (i.e., debt other than all project-level debt and guarantees thereon including, without limitation, notes payable, capital leases, project loans, project-level preferred interests, and sale lease back obligations (collectively, “Project-Level Debt”); plus the market value of preferred equity at reorganized Calpine; minus cash on the balance sheet of reorganized Calpine upon the effective date of a Plan or Reorganization (other than any restricted cash held by direct or indirect subsidiaries posted in favor of trading counterparties, cash posted to collateralize letters of credit and pre-petition asset sales proceeds in escrow); plus the market value of reorganized Calpine’s common stock (and any other equity-link securities including warrants) excluding non-vested equity (including options) issued as part of the management incentive compensation pursuant to a Plan of Reorganization. All market prices shall be calculated as a 10-day average beginning on the 60 th trading day following the consummation date and for the following nine (9) trading days. Prices for debt and preferred equity shall be calculated as an average price based on AdvantageData (ADI quote), Factset, Market Loans (LoanX) and Bloomberg. The average market price for any given debt, preferred or convertible security on any given day shall be equal to the average of the trade prices for all trades recorded on that day greater than or equal to $1 million of said security. Any corporate-level debt, equity or equity-linked security (“Corporate-Level Securities” for which there is no publicly quoted price shall be valued at face value. Volume weighted-average prices for common equity shall be determined by reference to Bloomberg’s AQR function. Market AEV shall be further adjusted for the exclusion of any debt or other securities issues at reorganized Calpine used to refinance Project-Level Debt.	
 		
(2)	 	Plan AEV shall be equal to: Total Enterprise Value, as set forth in a confirmed Plan of Reorganization and/or its accompanying Disclosure Statement, plus cash (excluding cash escrowed from pre-petition asset sales) which will be distributed on or around the effective date in accordance with said Plan of Reorganization (excluding any cash raised through any and all post-petition and exit financing transactions); minus the book value of all Project-Level Debt. Plan AEV shall be further adjusted upward, to include 9a) cash received from asset sales consummated post-petition used to repay any Corporate-Level Securities prior to the consummation of the Plan of Reorganization; and (b) corporate-level cash used to repay Corporate-Level Securities during the pendency of the chapter 11 cases (excluding any cash raised through all pre- or post-petition financing and cash held in escrow from pre-petition asset sales).	
 		
(3)	 	Equivalent to 13.3 bps for each incremental $100 million in AEV achieved.	
 		
*	 	APS will have the same threshhold as for the senior executives in the Emergence Incentive Plan.	

 

Exhibit 10.5.11
CALPINE CORPORATION
Calpine Incentive Plan

I.	 	Effective Date	
 		
 	 	The Calpine Incentive Plan (the “CIP” or the “Plan”) is effective as of January 1, 2006 and supersedes and replaces all previously implemented Management Incentive Plans and Business Unit Incentive Plans of Calpine (or the “Company”).	
 		
II.	 	Plan Purpose	
 		
 	 	The CIP is a key element of the Company’s total compensation program and is designed to attract, motivate, retain and reward eligible employees. The plan rewards eligible employees by allowing them to receive bonuses based upon both how well the Company performs against certain financial objectives as well as how the individual personally performs. In order for any bonuses to be earned and paid, the Company must meet minimally acceptable performance targets. If those targets are not met, no bonuses will be paid. If those targets are met, then bonuses will be paid based on a combination of Company performance and individual performance.	
 		
III.	 	Plan Eligibility	
 		
 	 	Participants eligible to participate in the Plan are defined in Exhibit A.	
 		
IV.	 	Bonus Pool Determination	
 		
 	 	The aggregate CIP bonus pool amount approved by the Compensation Committee of the Board of Directors (the “Committee”), is determined in the following steps:	

 	1.	 	Prior to the start of, or early in each performance period, the Company shall confirm the business/performance goals (“Corporate Goals”) for that period. The Corporate Goals for the current performance period are attached hereto as Exhibit B.	
 		
 	2.	 	During the fiscal quarter following the performance period (which in some situations is the first half of a calendar year, and in others, the entire calendar year), the Plan Administrator shall review how the actual results for the period compared to the Corporate Goals for that period and determine the level of achievement of the various goals, expressed as a	

 

 	 	 	percentage. As required, the Committee will review and approve, modify, adjust or cancel the achievement in its sole discretion.	
 		
 	3.	 	The sum each participant’s “Annual Cash Bonus Target” which is each participant’s Target Percentage (described in Section V (1) below) multiplied by his or her base salary, for the calendar year to which Corporate Goals (as defined in Section IV(1) above) and Individual Goals (as defined in Section V(4)) apply (“Base Salary”), establishes the target aggregate CIP bonus pool (“Aggregate Target CIP Bonus Pool”).	
 		
 	4.	 	The percentage of goal achievement shall be applied to the Aggregate Target CIP Bonus Pool, and may result in a final actual aggregate CIP bonus pool (“Final Aggregate CIP Bonus Pool”) greater than, or less than, the sum each participant’s Annual Cash Bonus Target. As a general rule, the level of the Final Aggregate CIP Bonus Pool shall be consistent with the Company’s level of Corporate Goal achievement.	
 		
 	 	 	For example, if the Company achieved 100% of the established Corporate Goals, the Final Aggregate CIP Bonus Pool will be 100% of the Aggregate Target CIP Bonus Pool.	
 		
 	 	 	Based upon the achievement of the Corporate Goals, the Aggregate Target CIP Bonus Pool may be adjusted upward or downward within a range of 90% to 110% of the sum of the Annual Cash Bonus Targets.	

V.	 	Participant Bonus Determination	
 		
 	 	Although participant bonus determinations are completely at the discretion of the Plan Administrator and subject to the achievement of Corporate Goals, many factors are taken into consideration in determining an individual participant’s earned bonus under the Plan.	
 		
 	 	The bonus amount allocated to a participant (“Earned Bonus”) is generally determined by the following factors:	

 	1.	 	Position – Each eligible position is associated with a job code that is assigned a target percentage based on the level of responsibility and market practices for the position (“Target Percentage”). The Target Percentage will be communicated to each participant upon hire, placement in, or promotion to any CIP eligible position.	
 		
 	2.	 	Base Salary – The amount of a participant’s Base Salary earned in a CIP eligible position during a performance period is directly related to a participant’s Earned Bonus.	
 2 

 

 	3.	 	Company Performance – The level of Company Corporate Goal achievement and the resulting funding level as determined by the Committee and described in Section IV (3) is one factor used in determining a participant’s Earned Bonus. The portion of a participant’s Annual Cash Bonus Target attributable to Company performance generally will be adjusted by the same percentage by which the Aggregate Target CIP Bonus Pool is adjusted as described in Section IV (4).	
 		
 	4.	 	Participant Job Performance – An additional component in calculating a participant’s Earned Bonus is the attainment of specific individual goals and objectives, which are established by the participant along with the participant’s respective manager at the beginning of the measurement period (“Individual Goals”).	
 		
 	5.	 	Mix of Corporate Goals and Individual Goals – Earned Bonuses are determined based on a combination, or mix, of the achievement of Corporate Goals and Individual Goals that is determined by Job Level, and is included in Exhibits A attached hereto.	
 		
 	6.	 	Other Factors Considered:	

 	•	 	Foremost are Calpine’s overriding principles of ethical conduct and integrity. It is expected that each participant will conduct Calpine’s business in an open and honest fashion and actions, and that decisions will represent the Company with honor and distinction in the face of public scrutiny.	
 		
 	•	 	Furthermore, a participant’s compliance with all applicable laws and Company policies, procedures and standards (including, but not limited to, the Code of Conduct, the Risk Management Procedures Manual, the Antitrust Policy, the Safety and Health Policy, and the Equal Employment Opportunity Policy) is an essential consideration in determining bonus eligibility and amount. In addition, a participant’s Earned Bonus under the Plan may be adjusted for his or her individual performance and contribution, as determined by the participant’s manager.	

VI.	 	Payment of Earned Bonus	
 		
 	 	Each Earned Bonus under the Plan will be calculated based on attainment of goals and paid as follows:	

 	•	 	Participants in positions at the Director, Manager and Individual Contributor levels: Provided the Corporate Goals are achieved, participants in the aforementioned levels will receive two payments per year. The first payment, equal to one-third of their Annual Cash Bonus	
 3 

 

 	 	 	Target, will be earned for the performance in the first half of the year. Payout will occur within 75 days after the end of the first half of the year (June 30).	
 		
 	 	 	The second payment will be an amount equal to the Earned Bonus less any amount paid out after the first half of the year (as described in the preceding paragraph) and will be determined based on the criteria as described in Exhibit B. Any resulting payout will occur within 75 days after the end of the plan year — December 31.	
 		
 	 	 	If Company performance does not meet the Corporate Goal performance threshold for the year or the employee voluntarily or involuntarily terminates, no repayment will be required by the participant to the Company for the 1/3 bonus payment nor will there be any offset of future bonus payments.	
 		
 	•	 	Participants in positions at or above the level of Vice President: Provided the Corporate Goals are achieved, one-hundred (100%) percent of the Earned Bonus will be paid within 75 days after the end of the Plan Year – December 31.	
 		
 	•	 	Participants in the Transition Incentive Award program of the CIP: The CIP also provides a limited number of awards to participants under the Transition Incentive Provision (“Exhibit C”). These employees are engaged in activities such as asset sales, plant closings, etc. which may, by the nature of the activity, result in the elimination of their jobs. Employees in this classification will be advised of their respective participation based on criteria determined by the Company from time to time.	
 		
 	•	 	In all cases, bonus payments will be subject to all applicable taxes and any applicable and appropriate deductions for garnishments, 401(k) Retirement Savings Plan, and other deductions or withholdings.	

VII.	 	Transfers and New Hires	
 		
 	 	In the event that a participant transfers from one position to another during the course of the performance period, or is a new hire, his/her Plan bonus for the year will be calculated on a pro-rated basis to reflect the actual time spent in each position and the bonus target for each position during the performance period. An employee hired between November 1 and December 31 is not eligible to participate in the CIP for the calendar year in which he or she was hired.	
 		
VIII.	 	Retirements, Disability, Death and Terminations	
 4 

 

 	 	Except as provided below, participants are eligible to receive a bonus under this Plan provided they remain actively employed on the day bonus payments are paid. Participants in the Transition Incentive Award program of the CIP are exempt from this provision.	
 		
 	 	Notwithstanding the foregoing, in the event of a participant’s retirement (provided such participant qualified under the Company’s retirement policy), long-term disability or death during a Plan year, his/her Earned Bonus will be pro-rated to reflect the actual time in active service during the Plan year. If a Plan participant dies, retires or becomes subject to long-term disability after the conclusion of a performance period, but prior to the bonus payout for such period, he or she will still be eligible to receive the entire Earned Bonus under the Plan for such period.	
 		
 	 	Except as otherwise provided hereunder, any participant whose employment is terminated by the Company for any reason (including such termination by the Company after a participant becomes eligible for retirement) or who voluntarily resigns (except for retirement) prior to the Earned Bonus payout is not eligible to receive a bonus payment under such program.	
 		
IX	 	Administration	
 		
 	 	The Plan will be administered by the Plan Administrator who shall be Calpine’s Chief Executive, or the Company officer designated by the Chief Executive Officer from time to time (i.e., SVP Human Resources, etc.). The Plan Administrator shall have broad authority to interpret the terms and conditions of the Plan, subject to the following decisions reserved for the Committee:	
 		
 	 	1. As required, the approval of the Company’s financial and non-financial goals discussed in Section IV above;	
 		
 	 	2. Interpretation of the Plan on any matters in which the Chief Executive Officer or the Plan Administrator is not a disinterested party.	
 		
 	 	Furthermore, the Plan Administrator must approve any modifications, amendments, or adjustments to the Plan or any of its key provisions and all bonus payments. In addition, all bonus payments under this Plan are subject to the review and the approval of the Chief Executive Officer. Any decisions of the Plan Administrator in the interpretation of the Plan may be appealed in writing to the Committee. However, any decision of the majority of the Committee is final and binding on all parties.	
 		
X	 	Disputes	
 5 

 

 	 	If a Plan participant disputes a bonus payment or the absence of a payment under such program, he or she must submit a claim in writing describing the claim to the Plan Administrator. The Plan Administrator will respond to the claim within a reasonable time. Any decisions of the Plan Administrator may be appealed in writing to the Committee. However, any decision of a majority of the Committee is final and binding on all parties.	
 		
XI	 	Discretion in Amendment/Termination	
 		
 	 	Distribution and payout of all Earned Bonus amounts under the CIP are at the sole discretion of the Plan Administrator. The Plan Administrator may at any time and for any reason, amend, alter, suspend or terminate this Plan, subject to the approval of the Committee. Any amendment, supplement, or exception to this Plan must be in writing and will be communicated to all eligible participants. Likewise, any superseding management incentive plan must be in writing and expressly state that it supersedes this Plan. The Committee may in its discretion suspend any and all payments under the Plan.	
 		
XII	 	No Employment Rights	
 		
 	 	Notwithstanding anything to the contrary herein, each Plan participant’s employment with the Company is and shall continue to be at-will. A participant’s employment with the Company may be terminated at any time by the participant or the Company, with or without cause and with or without notice, as permitted by law.	
 		
XIII	 	Governing Law	
 		
 	 	The validity, interpretation, construction and performance of this Plan shall be governed in accordance with Texas law, except for its conflict of laws provisions, unless a superseding federal law is applicable or, in the case of Canada, unless a superseding law under Canadian jurisdiction is applicable.	
 		
XIV	 	No Assignment	
 		
 	 	Without the written consent of the Plan Administrator, no participant may assign any right or obligation under this Plan to any other person or entity. Notwithstanding the foregoing, the terms of this Plan and all rights of the participant hereunder shall inure to the benefit of, and be enforceable by, the participant’s personal and legal representatives, executors, administrators, successors, heirs, distributes, devisees or legatees.	
 		
XV	 	Integration	
 		
 	 	This document and each exhibit hereto represent the entire agreement and understanding between the Company and the participants in the Plan as to the	
 6 

 

 	 	subject matter herein, and therefore supersede all prior or contemporaneous agreements, whether written or oral.	
 		
XVI	 	Severability	
 		
 	 	The invalidity of unenforceability of any provision or provisions of this Plan shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.	
 7 

 

EXHIBIT A
2006
Calpine Incentive Plan – Eligible Participants
I. Power Operations, Central Operations and Corporate Staff as listed below
     Participants in the Calpine Incentive Plan (“CIP”) will include employees at the following levels:

 	•	 	Executive Vice President	
 		
 	•	 	Senior Vice President	
 		
 	•	 	Vice President and equivalent	
 		
 	•	 	Director and equivalent	
 		
 	•	 	Managers and equivalent	
 		
 	•	 	Individual Contributors as determined by the Plan Administrator	
Eligible participants will be notified by the Plan Administrator and will receive a plan document at the time they are nominated for participation.
A. Six Month Bonus
Provided that the six month (through June 30, 2006) Corporate Cash Flow objective of ($350) million as described in Exhibit B is attained, participants in positions at the Director, Manager and Individual Contributor levels will be eligible to receive a payment equal to one-third of their Annual Cash Bonus Target within 75 days after the end of the first half of the calendar year.
B. Earned Bonus and Annual Goals
The Earned Bonus will be determined upon attainment of the annual Corporate Goals as described in Exhibit B. Payout will occur within 75 days after the end of the Plan year (12/31). Participants will receive 100% of any Earned Bonus within 75 days after the end of the plan year (12/31).
Note: Payments to participants in jobs at the Director level and below will be reduced by any payment they may have received subject to achievement of the Corporate Cash Flow objective of ($350 million) described above in “A”.
Participants’ Earned Bonus will be determined by the achievement of both Corporate Goals and Individual Goals as described in the following table:

 

 	 	Target	 	 	 	 	
 	 	Awards as	 	 	 	 	
 	 	% of Base	 	Corporate CIP	 	Individual Goal	
Job Level	 	Salary	 	Goal Achievement	 	Achievement	
Section 16(b) Officers	 	Discretionary Review by Compensation Committee	
Executive Vice President	 	 	100	%	 	80% of award	 	20% of award	
Senior Vice President	 	 	40	%	 	70% of award	 	30% of award	
Vice President	 	 	30	%	 	60% of award	 	40% of award	
Director	 	 	25	%	 	50% of award	 	50% of award	
Manager	 	 	20	%	 	40% of award	 	60% of award	
Individual Contributor	 	 	15	%	 	20% of award	 	80% of award	

 

EXHIBIT B
2006
Pool Funding and CIP Bonus Plan Goals/Metrics
Pool Funding

 	•	 	Each plan participant has an Annual Cash Bonus Target that equals the product of his/her Base Salary times the Target Percentage associated with his/her job level (see table in Exhibit A). The Aggregate Target CIP Bonus Pool equals the sum of the participants’ Annual Cash Bonus Targets.	
 		
 	•	 	Based upon results, the Bonus Pool may be adjusted upward or downward for a range of 90% — 110% of the Annual Cash Bonus Targets	
* * * * *
      CIP Bonus Plan Goals/Metrics

 	•	 	First Half Goals/Metrics:	

 	s	 	Cash Flow	

 	§	 	June 30, 2006 ($350) Million	

 	•	 	Annual Goals/Metrics	

 	s	 	Cash Flow	

 	§	 	December 31, 2006 ($316) Million	

 	s	 	Individual Goals	

 	§	 	Specific dollar goals as determined department by department to meet the overall annualized goal of reducing expenses by $180 million	
 		
 	§	 	Personal goals as determined by each employee’s immediate supervisor and mutually agreed	
Subject to attainment of Cash Flow Goals for the first half of the 2006 Plan Year payments of one-third (33.3%) of the Annual Cash Bonus Target will be disbursed to participants at the Director level and below before the 75 th day following June 30, 2006.
With the exception of awards paid under the Transition Incentive program (Exhibit C) that may involve the elimination of a participant’s own position, participants must be actively employed on the date of the payment of the Earned Bonus in order to receive payment.

 

EXHIBIT C
2006
Transition Incentive Plans
In connection with activities necessary to the successfully disposition of assets, closing of plants and similar activities designed to support the restructuring of Calpine, there may be a number of employees who, by the nature of their activities, eliminate their respective jobs. The Transition Incentive Plans provide a program that rewards these participants for their work in completing assignments and specific transactions that enhance Calpine’s value.
A. Transaction/Transition Bonus
To be paid to CIP eligible employees who are working on a specific assignment with a targeted end date. In the majority of cases, the completion of the assignment will result in the affected employee’s lay-off. Generally, the Earned Bonus for an affected employee will be calculated based upon his/her Annual Cash Bonus Target. Any Earned Bonus may be paid during the assignment or specific transaction, upon the assignment’s or transaction’s completion, or both. The Transaction/Transition bonus is paid in lieu of a CIP bonus. An Earned Bonus shall be paid with 75 days of the assignment’s or transaction’s completion.
Subject to a written agreement, an employee who voluntarily resigns or is terminated by the Company for any reason prior to successful completion of the specified assignment will not be eligible for a Transaction/Transition bonus payout.
B. Construction Completion Bonus
To be paid to construction, engineering and commissioning employees at the level of Director and below (including designated employees who are not eligible for the CIP) assigned to specific capital or construction projects. Each specified project will have a construction completion bonus pool assigned to it. An Earned Bonus will be made on a discretionary basis by management based upon an employee’s contribution to that project. An Earned Bonus may be paid during the project, upon completion of the construction project or both. Each Earned Bonus may be paid to employees who are no longer employed with Calpine at the time the entire construction project is completed as long as management deems their services to have been satisfactorily completed and no longer needed at some time prior to the project’s completion date.
Subject to a written agreement, an employee who voluntarily resigns or is terminated by the Company for any reason prior to completion of the construction project will not be eligible for a Construction Completion Earned Bonus payout.

 

Exhibit 10.5.12
SUMMARY OF CALPINE EMERGENCE INCENTIVE PLAN

 	a.	 	The Emergence Incentive Plan provides cash awards payable at emergence to selected senior employees. Approximately 20 senior employees have been selected for participation in the Emergence Incentive Plan, which includes primarily executive vice presidents and a select group of senior vice presidents.	
 		
 	b.	 	The Emergence Incentive Plan provides for a variable cash award contingent upon the achievement of certain performance metrics. These cash payments will not be made until Debtors’ emergence from Chapter 11 and will be distributed among eligible employees at the discretion of the chief executive officer. Employees who terminate their employment voluntarily will not be eligible for any payment under the Emergence Incentive Plan. If (i) the employee’s employment is terminated involuntarily (and not for cause), (ii) the employee’s business unit is sold prior to emergence or (iii) the employee dies or becomes disabled, then he or she would remain eligible for payment under the plan. Such payments, however, would be deferred until active participants receive their payment.	
 		
 	c.	 	The Emergence Incentive Plan consists of an incentive pool created according to market adjusted enterprise value (“Market AEV”) 1 and plan adjusted enterprise value (“Plan AEV”) 2 . The Emergence Incentive Plan begins with an incentive pool of $5.45 million earned for the successful consummation of a plan of reorganization and a threshold Plan AEV of at least $5.0 billion. The incentive pool will then be increased by $285,000 for each incremental increase of $100 million to Market AEV above $5.0 billion.	

1	 	Market-Based Adjusted Enterprise Value (“Market AEV”) shall be equal to:	
 		
The market value of debt that is primarily the obligation of reorganized Calpine Corporation (“Calpine”) (i.e., debt other than all project-level debt and guarantees thereon including, without limitation, notes payable, capital leases, project loans, project-level preferred interests, and sale lease back obligations (collectively, “Project-Level Debt”); plus the market value of preferred equity at reorganized Calpine; minus cash on the balance sheet of reorganized Calpine upon the effective date of a Plan of Reorganization (other than any restricted cash held by direct or indirect subsidiaries of reorganized Calpine, including but not limited to, project-level cash that is not readily available for use by Calpine Corporation (e.g., project-level construction accounts, project-level debt service reserves), collateral posted in favor of trading counterparties, cash posted to collateralize letters of credit and pre-petition asset sale proceeds in escrow); plus the market value of reorganized Calpine’s common stock (and any other equity-linked securities including warrants) excluding non-vested equity (including options) issued as part of the management incentive compensation pursuant to a Plan of Reorganization. All market prices shall be calculated as a 10-day average beginning on the 60th trading day following the consummation date and for the following nine (9) trading days. Prices for debt and preferred equity shall be calculated as an average price based on AdvantageData (ADI quote), Factset, Markit Loans (LoanX) and Bloomberg. The average market price for any given debt, preferred or convertible security on any given day shall be equal to the average of the trade prices for all trades recorded on that day greater than or equal to $1 million of said security. Any corporate-level debt, equity or equity-linked security (“Corporate-Level Securities”) for which there is no publicly quoted price shall be valued at face value. Volume weighted-average prices for common equity shall be determined by reference to Bloomberg’s AQR function. Market AEV shall be further adjusted for the exclusion of any debt or other securities issued at reorganized Calpine used to refinance Project-Level Debt.	
 		
2	 	Plan-Based Adjusted Enterprise Value (“Plan AEV”) shall be equal to:	
 		
Total Enterprise Value, as set forth in a confirmed Plan of Reorganization and/or its accompanying Disclosure Statement, plus cash (excluding cash escrowed from pre-petition asset sales) which will be distributed on or around the effective date in accordance with said Plan of Reorganization (excluding any cash raised through any and all post-petition and exit financing transactions); minus the book value of all Project-Level Debt. Plan AEV shall be further adjusted upward, to include (a) cash received from asset sales consummated post-petition used to repay any Corporate-Level Securities prior to the consummation of the Plan of Reorganization; and (b) corporate-level cash used to repay Corporate-Level Securities during the pendency of the chapter 11 cases (excluding any cash raised through all pre- or post-petition financing and cash held in escrow from pre-petition asset sales).	

 

Exhibit 10.5.13
EMPLOYMENT AGREEMENT
          This Employment Agreement (the “Agreement”) is entered into on June 13, 2006, between CALPINE CORPORATION, a Delaware corporation (the “Company”), and Robert E. Fishman (“Executive”) to provide the terms and conditions for Executive’s employment with the Company and its affiliates from time to time (together, the “Group”). This Agreement is conditioned upon the following: (a) the approval of the United States bankruptcy court having jurisdiction over the Company’s reorganization under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Court”); and (b) the approval of the Company’s Compensation Committee.
          The Company and Executive have agreed that Executive will be employed by the Company and will serve as the Company’s EVP – Power Operations, upon the terms and conditions set forth below.
          Accordingly, and in consideration of the mutual obligations set forth in this Agreement, which Executive and the Company agree are sufficient, Executive and the Company agree as follows:

1	 	Term of Employment.	
          Subject to the provisions of paragraph 4 below, Executive’s term of employment under this agreement (“Term of Employment”) consists of the initial term and any subsequent term for which the Agreement is renewed. The initial term of this Agreement (“Initial Term”) begins on June 13, 2006, and ends on June 13, 2007. Subject to the termination provisions of paragraph 4 below, Executive’s employment by the Company shall be automatically renewed for an additional 12 months at the end of the Initial Term and each annual anniversary of the end of the then-current renewal term unless either party provides written notice to the other party no less than 90 days prior to the date of any such scheduled renewal of its or the Executive’s intention not to renew the term of Executive’s employment.

2	 	Position and Responsibilities.	
          During the Term of Employment, Executive shall have the position and responsibilities described below. Executive shall be employed as the Company’s EVP – Power Operations, with the general power and authority that accompanies that position. Executive shall report directly to the Chief Executive Officer and shall have the duties and responsibilities that are typically performed by an EVP – Power Operations, as well as any other duties consistent with Executive’s position that are assigned to Executive by the Chief Executive Officer or the Board. In addition, as Executive Vice President – Power Operations, Executive shall: (i) have overall responsibility for production and execution of business plans, strategies, and goals for Power Operations, all day-to-day power plant operations, major maintenance and capital project planning, asset management and project development; and (ii) participate in the formulation of Company’s business and strategic plans. Executive agrees to comply with such lawful policies of the Company as may be adopted from time to time. Although Executive may be reasonably required to travel from time to time for business reasons, Executive’s principal place of employment shall be the Company’s corporate offices wherever located.

 

 	(a)	 	Executive shall devote all of his full business time and his best efforts, skill, and attention to the Company’s business and affairs and to promoting the Company’s best interests.	
 		
 	(b)	 	Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) serving on the board of directors of one other corporation (subject to the approval of the Chief Executive Officer, such approval not to be unreasonably withheld), (ii) serving on the board of directors of one charitable organization (subject to the approval of the Chief Executive Officer, such approval not to be unreasonably withheld), (iii) engaging in charitable activities and community affairs, and (iv) managing his personal investments and affairs, provided that any such activities listed in (i), (ii) and (iii) above do not interfere in more than a de minimis manner with the proper performance of his duties and responsibilities hereunder and comply with the limitations set forth in paragraph 5.a.	

3	 	Compensation.	
          For all of Executive’s services during the Term of Employment, Executive shall receive the following compensation:

 	(a)	 	Base Salary . Executive’s annual base salary shall be $500,000 (as may be increased from time to time, the “Base Salary”). The Chief Executive Officer and Board (or a committee thereof) will review the Base Salary at least annually and may increase it at any time for any reason, in their sole discretion; however, they shall have no obligation to do so.	
 		
 	(b)	 	Bonus . In addition to Executive’s Base Salary, Executive shall be eligible to receive an annual cash performance bonus (the “Bonus”) for each fiscal year ending during the Term of Employment if, and to the extent that, Executive remains employed by the Company on the last day of such fiscal year and corporate performance objectives established by the Chief Executive Officer and the Board are achieved, as determined by the Chief Executive Officer and the Board (or a committee thereof), in their sole discretion. Payment of the Bonus shall be made at the same time that other senior-level executives receive their bonuses, and no later than March 15th of the calendar year after the calendar year in which the Bonus is earned. The target level for Executive’s Bonus shall be established by the Board (or a committee thereof) in their sole discretion, provided that the minimum target level for any year shall be 90% of the Base Salary (the “Target Annual Bonus”).	
 		
 	(c)	 	Benefits . Executive shall be eligible to participate in all Company benefit plans and programs as are generally available for its senior executives, and Executive’s benefits shall be based on the terms of the applicable plan as established by the Company from time to time; provided, however, that the Executive shall not be eligible for benefits under the Calpine Corporation U.S. Severance Program. Nothing in this Agreement shall restrict the Company’s ability to change or terminate any or all of its employee benefit plans and programs from time to time; nor shall anything in this Agreement prevent any such change from affecting Executive.	
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 	(d)	 	Success Fee . When a plan of reorganization that is confirmed by the Bankruptcy Court becomes effective (the “Plan Effective Date”) during Executive’s tenure as Company’s EVP – Power Operations, Executive shall be eligible to receive a one-time payment of a Success Fee at the sole discretion of the Chief Executive Officer of the Company as part of the Company’s Emergence Incentive Plan.	
 		
 	(e)	 	Guaranteed Minimum Success Fee . Executive shall be entitled to receive the guaranteed minimum success fee (the “Guaranteed Minimum Success Fee”) described in this paragraph 3.e; provided, however, that this paragraph 3.e shall not apply after the Plan Effective Date. The Guaranteed Minimum Success Fee shall be deemed earned as of the date this Agreement is approved by the Bankruptcy Court.	

 	(i)	 	Amount and Payment Schedule . Executive’s Guaranteed Minimum Success Fee shall be an annual amount equal to the two times his annual Base Salary as of the earlier of (a) the date his term of employment under this Agreement terminates or (b) the Plan Effective Date. The Guaranteed Minimum Success Fee shall be paid to Executive on the earliest of (y) the date Executive is terminated by the Company without Cause, and (z) the date Executive terminates his employment for Good Reason. The Guaranteed Minimum Success Fee shall be paid ratably on the same payment schedule that applied to Executive’s salary as of such date.	
 		
 	(ii)	 	Timing . To the extent necessary to comply with the restriction in Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) concerning payments to specified employees, the first Guaranteed Minimum Success Fee payment (if the Guaranteed Minimum Success Fee is paid ratably) to Executive shall be made on the first installment date (determined under paragraph 3.e.i, above) that is at least six months after Executive’s termination date. The first payment shall include any installments that would have been paid previously under paragraph 3.e.i were it not for this special timing rule, plus interest on the delayed installments at an annual rate (compounded monthly) equal to the federal short-term rate (as in effect under Section 1274(d) of the Code on Executive’s termination date).	

4	 	Termination.	

 	(a)	 	Termination of Employment .	

 	(i)	 	Termination by the Company for Cause . The Board or Chief Executive Officer may terminate Executive’s employment for Cause at any time. “Cause” means any of the following: (1) Executive’s breach of any material term of this Agreement that is not corrected within 10 days after delivery of a termination notice to Executive with respect to such breach; (2) Executive’s commission of, or formal prosecutorial charge or indictment alleging commission of, a felony or any crime of similar status, any crime involving fraud or any crime involving moral turpitude (other than motor vehicle related) (it being agreed that in the	
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 	 	 	case of a crime involving moral turpitude, only to the extent such crime materially and adversely affects the business, standing or reputation of the Company or any other member of the Group); (3) Executive’s breach of fiduciary duty to the Company or any other member of the Group that has any material and adverse impact on the Company that is not corrected within 10 days after delivery of a termination notice to Executive with respect to such breach; (4) Executive’s misappropriation of funds or material property of the Company or any other member of the Group; (5) Executive’s refusal to follow the lawful directives of the Chief Executive Officer or Board without a materially valid business justification that is not corrected within 10 days after delivery of a termination notice to Executive with respect to such refusal; (6) Executive’s fraud related to the Company; (7) Executive’s material dishonesty, disloyalty, gross negligence or willful misconduct, where such dishonesty, disloyalty, gross negligence or willful misconduct is reasonably likely to result, in substantial and material damage to the Company or any other member of the Group; (8) Executive’s willful and material violation of any of the Company’s Code of Conduct or employment policies; or (9) Executive’s material violation of any federal, state or local laws that could result in a direct or indirect financial loss to the Company or any other member of the Group or damage the reputation of the Company or any other member of the Group.	
 		
 	 	 	For this definition, no act or omission by the Executive will be “willful” unless it is made by him in bad faith or without a reasonable belief that Executive’s act or omission was in the best interests of the Company or the Group. Any act, or failure to act, based upon the advice of counsel to the Company or any member of the Group shall be presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company and the Group.	
 		
 	(ii)	 	Termination by the Company without Cause . The Company may terminate Executive’s employment under this Agreement without Cause upon at least 20 days’ prior written notice to Executive.	
 		
 	(iii)	 	Death or Disability . Executive’s employment by the Company will immediately terminate upon Executive’s death and at the option of either Executive or the Company, exercisable upon written notice to the other party, may terminate upon the Executive’s Disability. For purposes of this Agreement, “Disability” will occur if (A) Executive becomes eligible for benefits under a long-term disability policy provided by the Company, if any, or (B) Executive has become unable, due to physical or mental illness or incapacity, to substantially perform the essential duties of Executive’s employment with reasonable accommodation for a period of 90 days or an aggregate of 180 days during any consecutive 12 month	
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 	 	 	period, as determined by an independent physician approved by the Company and Executive.	
 		
 	(iv)	 	Termination by Executive for Good Reason . Executive may terminate his employment for Good Reason at any time. “Good Reason” shall mean the occurrence, during the Term of Employment, of any of the following actions or failures to act, but in each case only if it is not consented to by Executive in writing: (A) a material adverse change in Executive’s duties, reporting responsibilities, titles or elected or appointed offices as in effect immediately prior to the effective date of such change; (B) any reduction or failure to pay when due the Executive’s Base Salary or Bonus earned; (C) the Company’s failure to renew this Agreement; (D) the Company’s breach of any material term of this Agreement that is not corrected within 10 days after delivery of a notice to the Company with respect to such breach or (E) the failure of the Company to obtain the assumption in writing of this Agreement by any successor to or an acquirer of all or substantially all of the assets of the Company on or prior to a merger, consolidation, sale or similar transaction. For purposes of this definition, none of the actions described in clauses (A) through (E) above shall constitute “Good Reason” with respect to Executive if it was an isolated and inadvertent action not taken in bad faith by the Company and if it is remedied by the Company within 10 days after receipt of written notice thereof given by Executive.	
 		
 	(v)	 	Termination by Executive without Good Reason . Executive may terminate his employment under this Agreement without Good Reason upon at least 20 days’ prior written notice to the Company.	

 	(b)	 	Consequences of Termination of Employment .	

 	(i)	 	Termination by the Company without Cause or by Executive for Good Reason before the Plan Effective Date . Executive shall receive the benefits described in this paragraph 4.b (excluding the severance benefits set forth in paragraphs 4.b.ii.1 and 4.b.ii.2) if the Company terminates Executive’s employment without Cause (under paragraph 4.a.ii) at any time during the Term of Employment or if Executive terminates his employment at any time during the Term of Employment for Good Reason (under paragraph 4.a.iv) prior to the Plan Effective Date. For a period of one year following the date of termination of Executive’s employment from the Company, the Company shall at its sole cost and expense (but disregarding any individual tax liability of Executive), and at the election of COBRA by Executive, provide Executive (and his spouse and eligible dependents) with group health benefits substantially similar to those benefits that Executive (and his spouse and eligible dependents) were receiving immediately before his termination (which may at the Company’s election be pursuant to reimbursement of the applicable COBRA premium). Such coverage	
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 	 	 	shall be provided to Executive as COBRA benefits and shall terminate prior to the end of the one-year period if Executive, his spouse or eligible dependents are no longer eligible for COBRA coverage. To the extent possible, the benefits under this section 4.b.i.1 shall be made in a manner that is tax efficient for the Executive so long as there is no adverse tax consequences to the Company.	
 		
 	(ii)	 	Termination by the Company without Cause or by Executive for Good Reason after the Plan Effective Date . Executive shall receive the benefits described in this paragraph 4.b.ii (including the benefits set forth in paragraph 4.b.i.) if the Company terminates Executive’s employment without Cause (under paragraph 4.a.ii) at any time during the Term of Employment or if Executive terminates his employment at any time during the Term of Employment for Good Reason (under paragraph 4.a.iv) after the Plan Effective Date. If Executive receives the benefits set forth in this paragraph 4.b.ii, Executive shall not be eligible for severance benefits from any other plan, program or policy of the Company then in effect.	

 	1.	 	Amount and Payment Schedule . Executive’s severance benefit (in addition to the other payments specifically contemplated in this Agreement) shall be an amount equal to two times his annual Base Salary as of the date his employment terminates. Subject to the timing rule described in paragraph 4.b.ii.2 below, the severance benefit shall be paid ratably on the same payment schedule that applied to Executive’s salary at the time of his termination.	
 		
 	2.	 	Timing . To the extent necessary to comply with the restriction in Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) concerning payments to specified employees, the first severance payment to Executive shall be made on the first installment date (determined under paragraph 4.b.ii.1 above) that is at least six months after Executive’s termination date. The first payment shall include any installments that would have been paid previously under paragraph 4.b.ii.1 were it not for this special timing rule, plus interest on the delayed installments at an annual rate (compounded monthly) equal to the federal short-term rate (as in effect under Section 1274(d) of the Code on Executive’s termination date).	

 	(iii)	 	Death or Disability . In the event of termination of Executive’s employment due to death or Disability (under paragraph 4.a.iii), Executive shall be entitled to receive (in addition to any other payments specifically contemplated in this Agreement) a pro rata portion of his Target Annual Bonus for the portion of the calendar year before the date of termination of employment, as promptly as practicable and in any	
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 	 	 	event payable on or before March 15th of the calendar year after the calendar year in which such termination of employment occurs; but Executive shall not be eligible to receive any other severance benefit under this paragraph 4. Executive’s eligibility (if any) to receive a severance or retirement benefit under any other severance or retirement plan or program maintained by the Company shall be determined by the terms of that plan or program as in effect on Executive’s termination date.	
 		
 	(iv)	 	Termination for Cause or Voluntary Termination . If the Company terminates Executive’s employment for Cause (under paragraph 4.a.i), or if Executive terminates his employment without Good Reason (under paragraph 4.a.v), Executive shall receive accrued but unpaid base salary earned only through Executive’s termination date, and shall not be eligible to receive any severance benefit under this paragraph 4.b. Executive’s eligibility (if any) to receive a severance or retirement benefit under any other severance or retirement plan or program maintained by the Company shall be determined by the terms of that plan or program as in effect on Executive’s termination date. The foregoing shall not limit the remedies available to the Group, at law or in equity, for any loss or other injury caused directly or indirectly by Executive.	
 		
 	(v)	 	Release . The Company will not be required to make the payments stated in this paragraph 4 unless the Executive executes and delivers to the Company an agreement releasing from all liability (other than Executive’s rights under this Agreement and any indemnification arrangement of the Company with respect to Executive) the Group and any of their respective past or present directors, officers, employees, shareholders, controlling persons or agents of the Group. No payment will be made until the period for revocation of the release has ended and unless Executive has not revoked the release.	

5	 	Restrictive Covenants.	

 	(a)	 	Non-Competition . During the time Executive is employed by the Company and for 12 months thereafter, Executive shall not directly or indirectly manage, operate, participate in, be employed by, perform consulting services for, or otherwise be connected with NRG Energy, Inc., Mirant Corporation, Reliant Energy, Dynegy Inc., Edison Mission Energy/Edison International, Constellation Energy Group, Inc. (FPL Group, Inc.) and Pacific Gas & Electric Company (each a “Competitive Enterprise”); nor shall Executive receive compensation from any other company or business during the time Executive is employed with the Company unless the arrangement giving rise to such compensation has been (i) disclosed to and approved by the Chief Executive Officer and the Board in advance or (ii) is otherwise permitted by the terms of this Agreement.	
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 	 	 	Executive may invest in any Competitive Enterprise, provided that Executive and Executive’s immediate family members (as defined in Section 1361(c)(B) of the Code) do not own collectively more than one percent of the voting securities of any such entity at any time. If Executive is terminated without cause or leaves for good reason, Executive may reduce this non-compete provision from 12 months to as short as 6 months by repaying a pro rata portion of the Guaranteed Minimum Success Fee (net of any associate income and employment taxes) or any severance benefits, if applicable, prior to operating, participating in, being employed by or performing consulting services for the above referenced competitive enterprises. Within 10 days after the filing of Executive’s federal income tax return for the year in which such repayment is made, Executive shall pay to the Company the amount by which Executive’s federal and state income tax liability for such year was reduced as a result of such repayment.	
 		
 	(b)	 	Use and Disclosure of Proprietary Information .	

 	(i)	 	Definition of Proprietary Information . “Proprietary Information” means confidential or proprietary information, knowledge or data concerning (1) the Group’s businesses, strategies, operations, financial affairs, organizational matters, personnel matters, budgets, business plans, marketing plans, studies, policies, procedures, products, ideas, processes, software systems, trade secrets and technical know-how, (2) any other matter relating to the Group, (3) any matter relating to clients of the Group or other third parties having relationships with the Group and (4) any confidential information from which the Group derives business advantage or economic value. Proprietary Information includes (A) the names, addresses, phone numbers and buying habits and preferences and other information concerning clients and prospective clients of the Group, and (B) information and materials concerning the personal affairs of employees of the Group. In addition, Proprietary Information may include information furnished to Executive orally or in writing (whatever the form or storage medium) or gathered by inspection, in each case before or after the date of this Agreement. Proprietary Information does not include information (X) that was or becomes generally available to Executive on a non-confidential basis, if the source of this information was not reasonably known to Executive to be bound by a duty of confidentiality, (Y) that was or becomes generally available to the public, other than as a result of a disclosure by Executive, directly or indirectly, or (Z) that Executive can establish was independently developed by Executive without reference to Proprietary Information.	
 		
 	(ii)	 	Acknowledgements . Executive acknowledges that he will obtain or create Proprietary Information in the course of Executive’s involvement in the Group’s activities and may already have Proprietary Information.	
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 	 	 	Executive agrees that the Proprietary Information is the exclusive property of the Group. In addition, nothing in this Agreement will operate to weaken or waive any rights the Group may have under statutory or common law, or any other agreement, to the prohibition of unfair competition or the protection of trade secrets, confidential business information and other confidential information.	
 		
 	(iii)	 	During Employment . Executive will use and disclose Proprietary Information only for the Group’s benefit and in accordance with any restrictions placed on its use or disclosure by the Group.	
 		
 	(iv)	 	Post-Employment . After the termination of Executive’s employment, Executive will not use or disclose any Proprietary Information for any purpose. For the avoidance of doubt, but without limitation of the foregoing, after termination of Executive’s employment, Executive will not directly or indirectly use Proprietary Information from which the Group derives business advantage or economic benefit to solicit, impair or interfere with, or attempt to solicit, impair or interfere with, any person or entity, who, at the time of the termination of Executive’s employment, is then a customer, vendor or business relationship of the Group (or who Executive knew was a potential customer, vendor or business relationship of the Company within the six months prior to the termination of Executive’s Employment).	

 	(c)	 	Non-Solicitation of Employees . During the Term of Employment and for an 18 month period after termination of Executive’s employment, Executive will not directly or indirectly solicit or attempt to solicit anyone who, at the time of the termination of Executive’s employment, is then an employee of the Group (or who was an employee of the Group within the six months prior to the termination of Executive’s Employment) to resign from the Group or to apply for or accept employment with any company or other enterprise.	
 		
 	(d)	 	Non-Disparagement . During and after Executive’s employment with the Company, the parties mutually covenant and agree that neither will directly or indirectly disparage the other, or make or solicit any comments, statements, or the like to any clients, competitors, suppliers, employees or former employees of the Company, the press, other media, or others that may be considered derogatory or detrimental to the good name or business reputation of the other party. Nothing herein shall be deemed to constrain either party’s cooperation in any Board authorized investigation or governmental action. In the event of Executive’s termination or the non-renewal of this Agreement, Executive and Company shall agree on any press release relating to such termination or non-renewal and the Company and Executive shall not publicly discuss or comment on Executive’s termination or non-renewal in any manner other than as mutually agreed in the press release.	

6	 	Employment Taxes. All payments and other compensation under this Agreement shall be subject to withholding of the applicable income and employment taxes.	
 		
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7	 	Nonduplication of Benefits. No term or other provision of this Agreement may be interpreted to require the Company to duplicate any payment or other compensation that Executive is already entitled to receive under a compensation or benefit plan, program, or other arrangement maintained by the Company.	
 		
8	 	Indemnification. To the fullest extent permitted by applicable law, the Company shall provide indemnification for Executive under its Articles of Incorporation and Bylaws. Executive shall be covered by the Company’s standard indemnification agreement and by any director’s and officer’s liability insurance policy maintained by the Company.	
 		
9	 	Successors . Any successor to the Company or to all or substantially all of the Company’s business and/or assets (whether a direct or indirect successor, and whether by purchase, lease, merger, consolidation, liquidation, or otherwise) shall assume the obligations under this Agreement. In case of any succession, the term “Company” shall refer to the successor. The terms of this Agreement and all of Executive’s rights hereunder shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees.	
 		
10	 	No Third-Party Beneficiaries. Except as provided in paragraph 9 above, nothing in this Agreement may confer upon any person or entity not a party to this Agreement any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement.	
 		
11	 	No Duty to Mitigate. Executive shall not be required to seek new employment or otherwise to mitigate the payments contemplated by this Agreement. The payments contemplated by this Agreement shall not be reduced by earnings that Executive may receive from any other source; provided, however, that COBRA payments may cease in accordance with the provisions of this Agreement.	
 		
12	 	Notice. Notices and other communications between the parties to this Agreement shall be delivered in writing and shall be deemed to have been given when personally delivered or on the third business day after mailing by U.S. registered or certified mail, return receipt requested and postage prepaid.	

 	(a)	 	Notices and other communications to Executive shall be addressed to Executive, at the most recent home address that he provided in writing to the Company.	
 		
 	(b)	 	Notices and other communications to the Company shall be addressed to the Company’s corporate headquarters, to the attention of the Company’s Secretary.	

13	 	Waiver and Amendments. No provision of this Agreement may be modified, waived, or discharged, unless the modification, waiver, or discharge is agreed to in writing signed by Executive and by an authorized representative of the Company (other than Executive). Unless specifically characterized as a continuing waiver, no waiver of a condition or provision at anyone time may be considered a waiver of the same provision or condition (or any different provision or condition) at any other time.	
 		
14	 	Costs. The prevailing party in any dispute or disagreement relating to this Agreement and/or any obligations under this Agreement shall be entitled to recover from the other	
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 	 	party any expenses, including reasonable attorney’s fees, incurred by the prevailing party as a result of, or in connection with, any such dispute or disagreement. Notwithstanding anything to the contrary, the obligation under this Section shall survive any termination of this Agreement or Executive’s termination of employment.	
 		
15	 	Ability to Enter this Agreement. Executive represents and warrants that neither the execution and delivery of this Agreement nor the performance of Executive’s services hereunder will conflict with, or result in a breach of any employment or other agreement to which Executive is a party or by which Executive might be bound or affected. Executive further represents and warrants that Executive has full right, power, and authority to enter into and carry out the provisions of this Agreement.	
 		
16	 	Remedy at Law Inadequate. Executive acknowledges that a remedy at law for any breach or attempted breach of the covenants described in paragraph 5 of this Agreement will be inadequate and agrees that the Group shall be entitled to specific performance and injunctive and other equitable relief in the case of any such breach or attempted breach.	
 		
17	 	American Jobs Creation Act of 2004. This Agreement shall be construed, administered and interpreted in accordance with a good-faith interpretation of Section 409A of the Code and Section 885 of the American Jobs Creation Act of 2004. If the Company or Executive determines that any provision of this Agreement is or might be inconsistent with such provisions (including any administrative guidance issued thereunder), the parties shall make their best efforts in good faith to agree to such amendments to this Agreement as may be necessary or appropriate to comply with such provisions.	
 		
18	 	Choice of Law. This Agreement (including its validity, interpretation, construction, and performance) shall be governed by the laws of the State of New York, without regard to any concerning conflicts or choice of law that might otherwise refer construction or interpretation to the substantive law of another jurisdiction.	
 		
19	 	Section Headings. All headings in this Agreement are inserted for convenience only. Headings do not constitute a part of the Agreement and may not affect the meaning or interpretation of any term or other provision of this Agreement.	
 		
20	 	Severability and Reformation. Each substantive provision of this Agreement is a separate agreement, independently supported by good and adequate consideration, and is severable from the other provisions of the Agreement. If a court of competent jurisdiction determines that any term or provision of this Agreement is unenforceable, then the other terms and provisions of this Agreement shall remain in full force and effect, and the unenforceable terms or provisions shall be equitably modified to the extent necessary to achieve the underlying purpose in an enforceable way.	
 		
21	 	Whole Agreement. This Agreement reflects the entire understanding and agreement between the Company and Executive regarding Executive’s employment. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings, and agreements, whether oral or written, relating to Executive’s employment with the Company. The respective rights and obligations of	
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 	 	the parties to this Agreement shall survive the termination of Executive’s employment to the extent necessary to give such rights and obligations their intended effect.	
 		
22	 	Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute a single instrument.	
* * *
IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement on June 13, 2006.
CALPINE CORPORATION:
 	 	 	 	 	 	 	 	
 	By	 	/s/ R.P. May	 	 	 	 	
 	 	 	 	 	 	 	 	
 	Its 	 	CEO	 	 	 		

 	 	 	 	 	 	 	 	
EXECUTIVE:
 	 	 	 	 	 	 	 	
	/s/ Robert E. Fishman	 	 	 	 	
 	 	 	 	 	 	
 	Robert E. Fishman	 	 	 	 	
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Exhibit 10.5.14
EMPLOYMENT AGREEMENT
          This Employment Agreement (the “Agreement”) is entered into on May 25, 2006, between CALPINE CORPORATION, a Delaware corporation (the “Company”), and Thomas N. May (“Executive”) to provide the terms and conditions for Executive’s employment with the Company and its affiliates from time to time (together, the “Group”). This Agreement is conditioned upon the following: (a) the approval of the United States bankruptcy court having jurisdiction over the Company’s reorganization under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Court”), (b) the approval of the Company’s Compensation Committee, and (c) Executive obtains and maintains appropriate work authorization with the U.S. Department of Homeland Security.
          The Company and Executive have agreed that Executive will be employed by the Company and will serve as the Company’s EVP, and President CMSC, upon the terms and conditions set forth below.
          Accordingly, and in consideration of the mutual obligations set forth in this Agreement, which Executive and the Company agree are sufficient, Executive and the Company agree as follows:

1	 	Term of Employment.	
          Subject to the provisions of paragraph 4 below, Executive’s term of employment under this Agreement (“Term of Employment”) consists of the initial term and any subsequent term for which the Agreement is renewed. The initial term of this Agreement (“Initial Term”) begins on May 30, 2006, and ends on May 30, 2007. Subject to the termination provisions of paragraph 4 below, Executive’s employment by the Company shall be automatically renewed for an additional 12 months at the end of the Initial Term and each annual anniversary of the end of the then-current renewal term unless either party provides written notice to the other party no less than 90 days prior to the date of any such scheduled renewal of its or the Executive’s intention not to renew the term of Executive’s employment.

2	 	Position and Responsibilities.	
          During the Term of Employment, Executive shall have the position and responsibilities described below. Executive shall be employed as the Company’s EVP, and President CMSC, with the general powers and authority that accompany those positions. Executive shall report directly to the Chief Executive Officer and shall have the duties and responsibilities that are typically performed by an EVP, and President CMSC, as well as any other duties consistent with Executive’s position that are assigned to Executive by the Chief Executive Officer or the Board. Executive agrees to comply with such lawful policies of the Company as may be adopted from time to time. Although Executive may be reasonably required to travel from time to time for business reasons, Executive’s principal place of employment shall be the Company’s corporate offices wherever located.

 	(a)	 	Executive shall devote all of his full business time and his best efforts, skill, and attention to the Company’s business and affairs and to promoting the Company’s best interests.	

 

 	(b)	 	Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) serving on charitable organizations (subject to the approval of the Chief Executive Officer, such approval not to be unreasonably withheld), (ii) engaging in charitable activities and community affairs, and (iii) managing his personal investments and affairs, provided that any such activities listed in (i) and (ii) above do not interfere in more than a de minimis manner with the proper performance of his duties and responsibilities hereunder and comply with the limitations set forth in paragraph 5.a.	

3	 	Compensation.	
          For all of Executive’s services during the Term of Employment, Executive shall receive the following compensation:

 	(a)	 	Base Salary . Executive’s annual base salary shall be $500,000 (as may be increased from time to time, the “Base Salary”). The Chief Executive Officer and Board (or a committee thereof) will review the Base Salary at least annually and may increase it at any time for any reason, in its sole discretion; however, it shall have no obligation to do so.	
 		
 	(b)	 	Bonus . In addition to Executive’s Base Salary, Executive shall be eligible to receive an annual cash performance bonus (the “Bonus”) for each fiscal year ending during the Term of Employment if, and to the extent that, Executive remains employed by the Company on the last day of such fiscal year and corporate performance objectives established by the Chief Executive Officer and the Board are achieved, as determined by the Chief Executive Officer and the Board (or a committee thereof), in their sole discretion. Payment of the Bonus shall be made at the same time that other senior-level executives receive their bonuses, and no later than March 15th of the calendar year after the calendar year in which the Bonus is earned. The target level for Executive’s Bonus shall be established by the Board (or a committee thereof) in their sole discretion, provided that the minimum target level for any year shall be 100% of the Base Salary (the “Target Annual Bonus”).	

 	(i)	 	For the Company’s fiscal year ending December 31, 2006, Executive shall be entitled to receive a minimum Bonus of $500,000, to be paid no later than March 15, 2007 but no earlier than January 1, 2007.	

 	(c)	 	Benefits . Executive shall be eligible to participate in all Company benefit plans and programs as are generally available for its senior executives, and Executive’s benefits shall be based on the terms of the applicable plan as established by the Company from time to time; provided, however, that the Executive shall not be eligible for benefits under the Calpine Corporation U.S. Severance Program. Nothing in this Agreement shall restrict the Company’s ability to change or terminate any or all of its employee benefit plans and programs from time to time; nor shall anything in this Agreement prevent any such change from affecting Executive.	
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 	(d)	 	Success Fee . When a plan of reorganization that is confirmed by the Bankruptcy Court becomes effective (the “Plan Effective Date”) during Executive’s tenure as Company’s EVP, and President CMSC, Executive shall be eligible to receive a one-time payment of a Success Fee at the sole discretion of the Chief Executive Officer of the Company as part of the Company’s Emergence Incentive Plan.	
 		
 	(e)	 	Guaranteed Minimum Success Fee . Executive shall be entitled to receive the guaranteed minimum success fee (the “Guaranteed Minimum Success Fee”) described in this paragraph 3.e; provided, however, that this paragraph 3.e shall not apply after the Plan Effective Date. The Guaranteed Minimum Success Fee shall be deemed earned as of the date this Agreement is approved by the Bankruptcy Court.	

 	(i)	 	Amount and Payment Schedule . Executive’s Guaranteed Minimum Success Fee shall be an annual amount equal to two times his annual Base Salary as of the earlier of (a) the date his term of employment under this Agreement terminates or (b) the Plan Effective Date. The Guaranteed Minimum Success Fee shall be paid to Executive on the earliest of (y) the date Executive is terminated by the Company without Cause, and (z) the date Executive terminates his employment for Good Reason. The Guaranteed Minimum Success Fee shall be paid ratably on the same payment schedule that applied to Executive’s salary as of such date.	
 		
 	(ii)	 	Timing . To the extent necessary to comply with the restriction in Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) concerning payments to specified employees, the first Guaranteed Minimum Success Fee payment (if the Guaranteed Minimum Success Fee is paid ratably) to Executive shall be made on the first installment date (determined under paragraph 3.e.i, above) that is at least six months after Executive’s termination date. The first payment shall include any installments that would have been paid previously under paragraph 3.e.i were it not for this special timing rule, plus interest on the delayed installments at an annual rate (compounded monthly) equal to the federal short-term rate (as in effect under Section 1274(d) of the Code on Executive’s termination date).	

 	(f)	 	Signing Bonus . In addition to the Base Salary, Bonus and Guaranteed Minimum Success Fee, Executive shall be entitled to receive a one-time payment of $500,000, payable within 15 days of the effective date of this Agreement. If Executive resigns his employment without Good Reason or Executive’s employment is terminated by the Company for Cause, Executive shall repay a pro rata portion (based on the number of full calendar months remaining in the Initial Term divided by twelve months) of the signing bonus (net of any associated income and employment taxes) within 10 days after such resignation or termination of employment. Within 10 days after the filing of Executive’s federal income tax return for the year in which such repayment is made, Executive shall pay to the Company the amount by which Executive’s federal and state income tax liability for such year was reduced as a result of such	
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 	 	 	repayment. If Executive resigns for Good Reason, dies or becomes disabled or if Executive’s employment is terminated by the Company without Cause, Executive shall be entitled to retain the full amount of the signing bonus.	
 		
 	(g)	 	Relocation . The Company shall reimburse Executive for customary and reasonable commuting expenses from Executive’s current residence in Princeton, NJ and temporary furnished housing and living expenses in the area in which the Company’s headquarters is located for a period of six months from the Start Date. In the sole discretion of the Chief Executive Officer, this initial six-month period may be extended from time to time. Reimbursements shall be paid monthly, on an “as incurred” basis, and in all events before March 15 of the calendar year after the calendar year in which the applicable expenses were incurred. Upon termination of this temporary commuting arrangement, Executive shall be reimbursed for all reasonable transaction costs and expenses (including any real estate brokerage fees, commissions and closing costs) and moving expenses incurred by Executive, in each case while an employee of the Company, in connection with relocating Executive’s spouse, dependents and personal property and goods from Executive’s current residence to the area in which the Company’s headquarters is located, provided that Executive provides appropriate documentation (the “Reimbursement”). Reimbursements under this paragraph shall be paid promptly and in all events on or before March 15 of the calendar year after the calendar year in which the applicable expenses were incurred. In connection with such payment, during the calendar year after the calendar year in which the applicable expenses are incurred, the Company shall pay Executive an additional payment in an amount such that after the actual payment by Executive of taxes, if any, imposed in connection with the Reimbursement, Executive retains an amount equal to the Reimbursement.	

4	 	Termination.	

 	(a)	 	Termination of Employment .	

 	(i)	 	Termination by the Company for Cause . The Board or Chief Executive Officer may terminate Executive’s employment for Cause at any time. “Cause” means any of the following: (1) Executive’s breach of any material term of this Agreement that is not corrected within 10 days after delivery of a termination notice to Executive with respect to such breach; (2) Executive’s commission of, or formal prosecutorial charge or indictment alleging commission of, a felony or any crime of similar status, any crime involving fraud or any crime involving moral turpitude (other than motor vehicle related) (it being agreed that in the case of a crime involving moral turpitude, only to the extent such crime materially and adversely affects the business, standing or reputation of the Company or any other member of the Group); (3) Executive’s breach of fiduciary duty to the Company or any other member of the Group that has any material and adverse impact on the Company that is not corrected within 10 days after delivery of a termination notice to Executive with respect to such breach; (4) Executive’s misappropriation	
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 	 	 	of funds or material property of the Company or any other member of the Group; (5) Executive’s refusal to follow the lawful directives of the Chief Executive Officer or Board without a materially valid business justification that is not corrected within 10 days after delivery of a termination notice to Executive with respect to such refusal; (6) Executive’s fraud related to the Company; (7) Executive’s material dishonesty, disloyalty, gross negligence or willful misconduct, where such dishonesty, disloyalty, gross negligence or willful misconduct is reasonably likely to result, in substantial and material damage to the Company or any other member of the Group; (8) Executive’s willful and material violation of any of the Company’s Code of Conduct or employment policies; or (9) Executive’s material violation of any federal, state or local laws that could result in a direct or indirect financial loss to the Company or any other member of the Group or damage the reputation of the Company or any other member of the Group.	
 		
 	 	 	For this definition, no act or omission by the Executive will be “willful” unless it is made by him in bad faith or without a reasonable belief that Executive’s act or omission was in the best interests of the Company or the Group. Any act, or failure to act, based upon the advice of counsel to the Company or any member of the Group shall be presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company and the Group.	
 		
 	(ii)	 	Termination by the Company without Cause . The Company may terminate Executive’s employment under this Agreement without Cause upon at least 20 days’ prior written notice to Executive.	
 		
 	(iii)	 	Death or Disability . Executive’s employment by the Company will immediately terminate upon Executive’s death and at the option of either Executive or the Company, exercisable upon written notice to the other party, may terminate upon the Executive’s Disability. For purposes of this Agreement, “Disability” will occur if (A) Executive becomes eligible for benefits under a long-term disability policy provided by the Company, if any, or (B) Executive has become unable, due to physical or mental illness or incapacity, to substantially perform the essential duties of Executive’s employment with reasonable accommodation for a period of 90 days or an aggregate of 180 days during any consecutive 12 month period, as determined by an independent physician approved by the Company and Executive.	
 		
 	(iv)	 	Termination by Executive for Good Reason . Executive may terminate his employment for Good Reason at any time. “Good Reason” shall mean the occurrence, during the Term of Employment, of any of the following actions or failures to act, but in each case only if it is not consented to by Executive in writing: (A) a material adverse change in Executive’s duties, reporting responsibilities, titles or elected or	
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 	 	 	appointed offices as in effect immediately prior to the effective date of such change; (B) any reduction or failure to pay when due the Executive’s Base Salary or Bonus earned; (C) the Company’s failure to renew this Agreement; (D) the Company’s breach of any material term of this Agreement that is not corrected within 10 days after delivery of a notice to the Company with respect to such breach or (E) the failure of the Company to obtain the assumption in writing of this Agreement by any successor to or an acquirer of all or substantially all of the assets of the Company on or prior to a merger, consolidation, sale or similar transaction. For purposes of this definition, none of the actions described in clauses (A) through (E) above shall constitute “Good Reason” with respect to Executive if it was an isolated and inadvertent action not taken in bad faith by the Company and if it is remedied by the Company within 10 days after receipt of written notice thereof given by Executive.	
 		
 	(v)	 	Termination by Executive without Good Reason . Executive may terminate his employment under this Agreement without Good Reason upon at least 20 days’ prior written notice to the Company.	

 	(b)	 	Consequences of Termination of Employment .	

 	(i)	 	Termination by the Company without Cause or by Executive for Good Reason before the Plan Effective Date . Executive shall receive the benefits described in this paragraph 4.b (excluding the severance benefits set forth in paragraphs 4.b.ii.1 and 4.b.ii.2) if the Company terminates Executive’s employment without Cause (under paragraph 4.a.ii) at any time during the Term of Employment or if Executive terminates his employment at any time during the Term of Employment for Good Reason (under paragraph 4.a.iv) prior to the Plan Effective Date. For a period of one year following the date of termination of Executive’s employment from the Company, the Company shall at its sole cost and expense (but disregarding any individual tax liability of Executive), and at the election of COBRA by Executive, provide Executive (and his spouse and eligible dependents) with group health benefits substantially similar to those benefits that Executive (and his spouse and eligible dependents) were receiving immediately before his termination (which may at the Company’s election be pursuant to reimbursement of the applicable COBRA premium). Such coverage shall be provided to Executive as COBRA benefits and shall terminate prior to the end of the one-year period if Executive, his spouse or eligible dependents are no longer eligible for COBRA coverage. To the extent possible, the benefits under this section 4.b.i.1 shall be made in a manner that is tax efficient for the Executive so long as there is no adverse tax consequences to the Company.	
 		
 	(ii)	 	Termination by the Company without Cause or by Executive for Good Reason after the Plan Effective Date . Executive shall receive	
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 	 	 	the benefits described in this paragraph 4.b.ii (including the benefits set forth in paragraph 4.b.i.) if the Company terminates Executive’s employment without Cause (under paragraph 4.a.ii) at any time during the Term of Employment or if Executive terminates his employment at any time during the Term of Employment for Good Reason (under paragraph 4.a.iv) after the Plan Effective Date. If Executive receives the benefits set forth in this paragraph 4.b.ii, Executive shall not be eligible for severance benefits from any other plan, program or policy of the Company then in effect.	

 	1.	 	Amount and Payment Schedule . Executive’s severance benefit (in addition to the other payments specifically contemplated in this Agreement) shall be an annual amount equal to two times his annual Base Salary as of the date his employment terminates. Subject to the timing rule described in paragraph 4.b.ii.2 below, the severance benefit shall be paid ratably on the same payment schedule that applied to Executive’s salary at the time of his termination.	
 		
 	2.	 	Timing . To the extent necessary to comply with the restriction in Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) concerning payments to specified employees, the first severance payment to Executive shall be made on the first installment date (determined under paragraph 4.b.ii.1 above) that is at least six months after Executive’s termination date. The first payment shall include any installments that would have been paid previously under paragraph 4.b.ii.1 were it not for this special timing rule, plus interest on the delayed installments at an annual rate (compounded monthly) equal to the federal short-term rate (as in effect under Section 1274(d) of the Code on Executive’s termination date).	

 	(iii)	 	Death or Disability . In the event of termination of Executive’s employment due to death or Disability (under paragraph 4.a.iii), Executive shall be entitled to receive (in addition to any other payments specifically contemplated in this Agreement) a pro rata portion of his Target Annual Bonus for the portion of the calendar year before the date of termination of employment, as promptly as practicable and in any event payable on or before March 15th of the calendar year after the calendar year in which such termination of employment occurs; but Executive shall not be eligible to receive any other severance benefit under this paragraph 4. Executive’s eligibility (if any) to receive a severance or retirement benefit under any other severance or retirement plan or program maintained by the Company shall be determined by the terms of that plan or program as in effect on Executive’s termination date.	
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 	(iv)	 	Termination for Cause or Voluntary Termination . If the Company terminates Executive’s employment for Cause (under paragraph 4.a.i), or if Executive terminates his employment without Good Reason (under paragraph 4.a.v), Executive shall receive accrued but unpaid base salary earned only through Executive’s termination date, and shall not be eligible to receive any severance benefit under this paragraph 4.b. Executive’s eligibility (if any) to receive a severance or retirement benefit under any other severance or retirement plan or program maintained by the Company shall be determined by the terms of that plan or program as in effect on Executive’s termination date. The foregoing shall not limit the remedies available to the Group, at law or in equity, for any loss or other injury caused directly or indirectly by Executive.	
 		
 	(v)	 	Release . The Company will not be required to make the payments stated in this paragraph 4 unless the Executive executes and delivers to the Company an agreement releasing from all liability (other than Executive’s rights under this Agreement and any indemnification arrangement of the Company with respect to Executive) the Group and any of their respective past or present directors, officers, employees, shareholders, controlling persons or agents of the Group. No payment will be made until the period for revocation of the release has ended and unless Executive has not revoked the release.	

5	 	Restrictive Covenants.	

 	(a)	 	Non-Competition . During the time Executive is employed by the Company and for 12 months thereafter, Executive shall not directly or indirectly manage, operate, participate in, be employed by, perform consulting services for, or otherwise be connected with NRG Energy, Inc., Mirant Corporation, Reliant Energy, Dynegy Inc., Edison Mission Energy/Edison International, Constellation Energy Group, Inc. (FPL Group, Inc.) and Pacific Gas & Electric Company (each a “Competitive Enterprise”); nor shall Executive receive compensation from any other company or business during the time Executive is employed with the Company unless the arrangement giving rise to such compensation has been (i) disclosed to and approved by the Chief Executive Officer and the Board in advance or (ii) is otherwise permitted by the terms of this Agreement. Executive may invest in any Competitive Enterprise, provided that Executive and Executive’s immediate family members (as defined in Section 1361(c)(B) of the Code) do not own collectively more than one percent of the voting securities of any such entity at any time. If Executive is terminated without cause or leaves for good reason, Executive may reduce this non-compete provision from 12 months to as short as 6 months by repaying a pro rata portion of the Guaranteed Minimum Success Fee (net of any associate income and employment taxes) or	
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 	 	 	any severance benefits, if applicable, prior to operating, participating in, being employed by or performing consulting services for the above referenced competitive enterprises. Within 10 days after the filing of Executive’s federal income tax return for the year in which such repayment is made, Executive shall pay to the Company the amount by which Executive’s federal and state income tax liability for such year was reduced as a result of such repayment.	
 		
 	(b)	 	Use and Disclosure of Proprietary Information .	

 	(i)	 	Definition of Proprietary Information . “Proprietary Information” means confidential or proprietary information, knowledge or data concerning (1) the Group’s businesses, strategies, operations, financial affairs, organizational matters, personnel matters, budgets, business plans, marketing plans, studies, policies, procedures, products, ideas, processes, software systems, trade secrets and technical know-how, (2) any other matter relating to the Group, (3) any matter relating to clients of the Group or other third parties having relationships with the Group and (4) any confidential information from which the Group derives business advantage or economic value. Proprietary Information includes (A) the names, addresses, phone numbers and buying habits and preferences and other information concerning clients and prospective clients of the Group, and (B) information and materials concerning the personal affairs of employees of the Group. In addition, Proprietary Information may include information furnished to Executive orally or in writing (whatever the form or storage medium) or gathered by inspection, in each case before or after the date of this Agreement. Proprietary Information does not include information (X) that was or becomes generally available to Executive on a non-confidential basis, if the source of this information was not reasonably known to Executive to be bound by a duty of confidentiality, (Y) that was or becomes generally available to the public, other than as a result of a disclosure by Executive, directly or indirectly, or (Z) that Executive can establish was independently developed by Executive without reference to Proprietary Information.	
 		
 	(ii)	 	Acknowledgements . Executive acknowledges that he will obtain or create Proprietary Information in the course of Executive’s involvement in the Group’s activities and may already have Proprietary Information. Executive agrees that the Proprietary Information is the exclusive property of the Group. In addition, nothing in this Agreement will operate to weaken or waive any rights the Group may have under statutory or common law, or any other agreement, to the prohibition of unfair competition or the protection of trade secrets, confidential business information and other confidential information.	
 		
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 	(iii)	 	During Employment . Executive will use and disclose Proprietary Information only for the Group’s benefit and in accordance with any restrictions placed on its use or disclosure by the Group.	
 		
 	(iv)	 	Post-Employment . After the termination of Executive’s employment, Executive will not use or disclose any Proprietary Information for any purpose. For the avoidance of doubt, but without limitation of the foregoing, after termination of Executive’s employment, Executive will not directly or indirectly use Proprietary Information from which the Group derives business advantage or economic benefit to solicit, impair or interfere with, or attempt to solicit, impair or interfere with, any person or entity, who, at the time of the termination of Executive’s employment, is then a customer, vendor or business relationship of the Group (or who Executive knew was a potential customer, vendor or business relationship of the Company within the six months prior to the termination of Executive’s Employment).	

 	(c)	 	Non-Solicitation of Employees . During the Term of Employment and for an 18 month period after termination of Executive’s employment, Executive will not directly or indirectly solicit or attempt to solicit anyone who, at the time of the termination of Executive’s employment, is then an employee of the Group (or who was an employee of the Group within the six months prior to the termination of Executive’s Employment) to resign from the Group or to apply for or accept employment with any company or other enterprise.	
 		
 	(d)	 	Non-Disparagement . During and after Executive’s employment with the Company, the parties mutually covenant and agree that neither will directly or indirectly disparage the other, or make or solicit any comments, statements, or the like to any clients, competitors, suppliers, employees or former employees of the Company, the press, other media, or others that may be considered derogatory or detrimental to the good name or business reputation of the other party. Nothing herein shall be deemed to constrain either party’s cooperation in any Board authorized investigation or governmental action. In the event of Executive’s termination or the non-renewal of this Agreement, Executive and Company shall agree on any press release relating to such termination or non-renewal and the Company and Executive shall not publicly discuss or comment on Executive’s termination or non-renewal in any manner other than as mutually agreed in the press release.	

6	 	Employment Taxes. All payments and other compensation under this Agreement shall be subject to withholding of the applicable income and employment taxes.	
 		
7	 	Nonduplication of Benefits. No term or other provision of this Agreement may be interpreted to require the Company to duplicate any payment or other compensation that Executive is already entitled to receive under a compensation or benefit plan, program, or other arrangement maintained by the Company.	
 		
8	 	Indemnification. To the fullest extent permitted by applicable law, the Company shall provide indemnification for Executive under its Articles of Incorporation and Bylaws.	
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 	 	Executive shall be covered by the Company’s standard indemnification agreement and by any director’s and officer’s liability insurance policy maintained by the Company.	
 		
9	 	Successors . Any successor to the Company or to all or substantially all of the Company’s business and/or assets (whether a direct or indirect successor, and whether by purchase, lease, merger, consolidation, liquidation, or otherwise) shall assume the obligations under this Agreement. In case of any succession, the term “Company” shall refer to the successor. The terms of this Agreement and all of Executive’s rights hereunder shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees.	
 		
10	 	No Third-Party Beneficiaries. Except as provided in paragraph 9 above, nothing in this Agreement may confer upon any person or entity not a party to this Agreement any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement.	
 		
11	 	No Duty to Mitigate. Executive shall not be required to seek new employment or otherwise to mitigate the payments contemplated by this Agreement. The payments contemplated by this Agreement shall not be reduced by earnings that Executive may receive from any other source; provided, however, that COBRA payments may cease in accordance with the provisions of this Agreement.	
 		
12	 	Notice. Notices and other communications between the parties to this Agreement shall be delivered in writing and shall be deemed to have been given when personally delivered or on the third business day after mailing by U.S. registered or certified mail, return receipt requested and postage prepaid.	

 	(a)	 	Notices and other communications to Executive shall be addressed to Executive, at the most recent home address that he provided in writing to the Company.	
 		
 	(b)	 	Notices and other communications to the Company shall be addressed to the Company’s corporate headquarters, to the attention of the Company’s Secretary.	

13	 	Waiver and Amendments. No provision of this Agreement may be modified, waived, or discharged, unless the modification, waiver, or discharge is agreed to in writing signed by Executive and by an authorized representative of the Company (other than Executive). Unless specifically characterized as a continuing waiver, no waiver of a condition or provision at anyone time may be considered a waiver of the same provision or condition (or any different provision or condition) at any other time.	
 		
14	 	Costs. The prevailing party in any dispute or disagreement relating to this Agreement and/or any obligations under this Agreement shall be entitled to recover from the other party any expenses, including reasonable attorney’s fees, incurred by the prevailing party as a result of, or in connection with, any such dispute or disagreement. Notwithstanding anything to the contrary, the obligation under this Section shall survive any termination of this Agreement or Executive’s termination of employment.	
 		
15	 	Ability to Enter this Agreement. Executive represents and warrants that neither the execution and delivery of this Agreement nor the performance of Executive’s services	
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 	 	hereunder will conflict with, or result in a breach of any employment or other agreement to which Executive is a party or by which Executive might be bound or affected. Executive further represents and warrants that Executive has full right, power, and authority to enter into and carry out the provisions of this Agreement.	
 		
16	 	Remedy at Law Inadequate. Executive acknowledges that a remedy at law for any breach or attempted breach of the covenants described in paragraph 5 of this Agreement will be inadequate and agrees that the Group shall be entitled to specific performance and injunctive and other equitable relief in the case of any such breach or attempted breach.	
 		
17	 	American Jobs Creation Act of 2004. This Agreement shall be construed, administered and interpreted in accordance with a good-faith interpretation of Section 409A of the Code and Section 885 of the American Jobs Creation Act of 2004. If the Company or Executive determines that any provision of this Agreement is or might be inconsistent with such provisions (including any administrative guidance issued thereunder), the parties shall make their best efforts in good faith to agree to such amendments to this Agreement as may be necessary or appropriate to comply with such provisions.	
 		
18	 	Choice of Law. This Agreement (including its validity, interpretation, construction, and performance) shall be governed by the laws of the State of New York, without regard to any concerning conflicts or choice of law that might otherwise refer construction or interpretation to the substantive law of another jurisdiction.	
 		
19	 	Section Headings. All headings in this Agreement are inserted for convenience only. Headings do not constitute a part of the Agreement and may not affect the meaning or interpretation of any term or other provision of this Agreement.	
 		
20	 	Severability and Reformation. Each substantive provision of this Agreement is a separate agreement, independently supported by good and adequate consideration, and is severable from the other provisions of the Agreement. If a court of competent jurisdiction determines that any term or provision of this Agreement is unenforceable, then the other terms and provisions of this Agreement shall remain in full force and effect, and the unenforceable terms or provisions shall be equitably modified to the extent necessary to achieve the underlying purpose in an enforceable way.	

21	 	Whole Agreement. This Agreement reflects the entire understanding and agreement between the Company and Executive regarding Executive’s employment. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings, and agreements, whether oral or written, relating to Executive’s employment with the Company. The respective rights and obligations of the parties to this Agreement shall survive the termination of Executive’s employment to the extent necessary to give such rights and obligations their intended effect.	
 		
22	 	Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute a single instrument.	
* * *
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IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement on May 25, 2006.
CALPINE CORPORATION:
 	 	 	 	 	 	 	 	
 	By	 	/s/ R.P. May	 	 	 	 	
 	 	 	 	 	 	 	 	
 	Its 	 	CEO	 	 	 		

 	 	 	 	 	 	 	 	
EXECUTIVE:
 	 	 	 	 	 	 	 	
	/s/ Thomas N. May	 	 	 	 	
 	 	 	 	 	 	
 	Thomas N. May	 	 	 	 	
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Exhibit 10.5.15
EMPLOYMENT AGREEMENT
           This Employment Agreement (the “Agreement”) is entered into on June 19, 2006, between CALPINE CORPORATION, a Delaware corporation (the “Company”), and Gregory L. Doody (“Executive”) to provide the terms and conditions for Executive’s employment with the Company and its affiliates from time to time (together, the “Group”). This Agreement is conditioned upon the following: (a) the approval of the United States bankruptcy court having jurisdiction over the Company’s reorganization under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Court”); and (b) the approval of the Company’s Compensation Committee.
          The Company and Executive have agreed that Executive will be employed by the Company and will serve as the Company’s EVP, General Counsel and Secretary, upon the terms and conditions set forth below.
          Accordingly, and in consideration of the mutual obligations set forth in this Agreement, which Executive and the Company agree are sufficient, Executive and the Company agree as follows:

1	 	Term of Employment.	
           Subject to the provisions of paragraph 4 below, Executive’s term of employment under this agreement (“Term of Employment”) consists of the initial term and any subsequent term for which the Agreement is renewed. The initial term of this Agreement begins on July 17, 2006, and ends on July 17, 2007. Subject to the termination provisions of paragraph 4 below, Executive’s employment by the Company shall be automatically renewed for an additional 12 months at the end of the Initial Term and each annual anniversary of the end of the then-current renewal term unless either party provides written notice to the other party no less than 90 days prior to the date of any such scheduled renewal of its or the Executive’s intention not to renew the term of Executive’s employment.

2	 	Position and Responsibilities.	
          During the Term of Employment, Executive shall have the position and responsibilities described below. Executive shall be employed as the Company’s EVP, General Counsel and Secretary, with the general powers and authority that accompany those positions. Executive shall report directly to the Chief Executive Officer and shall have the duties and responsibilities that are typically performed by an EVP, General Counsel and Secretary, as well as any other duties consistent with Executive’s position that are assigned to Executive by the Chief Executive Officer or the Board. Executive agrees to comply with such lawful policies of the Company as may be adopted from time to time. Although Executive may be reasonably required to travel from time to time for business reasons, Executive’s principal place of employment shall be the Company’s corporate offices wherever located.

 	(a)	 	Executive shall devote all of his full business time and his best efforts, skill, and attention to the Company’s business and affairs and to promoting the Company’s best interests.	

 	(b)	 	Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) serving on charitable organizations (subject to the approval of the Chief	

 

 	 	 	Executive Officer, such approval not to be unreasonably withheld), (ii) engaging in charitable activities and community affairs, and (iii) managing his personal investments and affairs, provided that any such activities listed in (i) and (ii) above do not interfere in more than a de minimis manner with the proper performance of his duties and responsibilities hereunder and comply with the limitations set forth in paragraph 5.a.	

3	 	Compensation.	
          For all of Executive’s services during the Term of Employment, Executive shall receive the following compensation:

 	(a)	 	Base Salary . Executive’s annual base salary shall be $500,000 (as may be increased from time to time, the “Base Salary”). The Chief Executive Officer and Board (or a committee thereof) will review the Base Salary at least annually and may increase it at any time for any reason, in their sole discretion; however, they shall have no obligation to do so.	
 		
 	(b)	 	Bonus . In addition to Executive’s Base Salary, Executive shall be eligible to receive an annual cash performance bonus (the “Bonus”) for each fiscal year ending during the Term of Employment if, and to the extent that, Executive remains employed by the Company on the last day of such fiscal year and corporate performance objectives established by the Chief Executive Officer and the Board are achieved, as determined by the Chief Executive Officer and the Board (or a committee thereof), in their sole discretion. Payment of the Bonus shall be made at the same time that other senior-level executives receive their bonuses, and no later than March 15th of the calendar year after the calendar year in which the Bonus is earned. The target level for Executive’s Bonus shall be established by the Board (or a committee thereof) in their sole discretion, provided that the minimum target level for any year shall be 90% of the Base Salary (the “Target Annual Bonus”).	

 	(i)	 	For the Company’s fiscal year ending December 31, 2006, Executive shall be entitled to receive a minimum Bonus of $450,000, to be paid no later than March 15, 2007 but no earlier than January 1, 2007.	

 	(c)	 	Benefits . Executive shall be eligible to participate in all Company benefit plans and programs as are generally available for its senior executives, and Executive’s benefits shall be based on the terms of the applicable plan as established by the Company from time to time; provided, however, that the Executive shall not be eligible for benefits under the Calpine Corporation U.S. Severance Program. Nothing in this Agreement shall restrict the Company’s ability to change or terminate any or all of its employee benefit plans and programs from time to time; nor shall anything in this Agreement prevent any such change from affecting Executive.	
 		
 	(d)	 	Success Fee . When a plan of reorganization that is confirmed by the Bankruptcy Court becomes effective (the “Plan Effective Date”) during Executive’s tenure as Company’s EVP, General Counsel and Secretary, Executive shall be eligible to	
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 	 	 	receive a one-time payment of a Success Fee at the sole discretion of the Chief Executive Officer of the Company as part of the Company’s Emergence Incentive Plan.	
 		
 	(e)	 	Guaranteed Minimum Success Fee . Executive shall be entitled to receive the guaranteed minimum success fee (the “Guaranteed Minimum Success Fee”) described in this paragraph 3.e; provided, however, that this paragraph 3.e shall not apply after the Plan Effective Date. The Guaranteed Minimum Success Fee shall be deemed earned as of the date this Agreement is approved by the Bankruptcy Court.	

 	(i)	 	Amount and Payment Schedule . Executive’s Guaranteed Minimum Success Fee shall be an annual amount equal to two times his annual Base Salary as of the earlier of (a) the date his term of employment under this Agreement terminates or (b) the Plan Effective Date. The Guaranteed Minimum Success Fee shall be paid to Executive on the earliest of (y) the date Executive is terminated by the Company without Cause, (z) the date Executive terminates his employment for Good Reason. The Guaranteed Minimum Success Fee shall be paid ratably on the same payment schedule that applied to Executive’s salary as of such date.	
 		
 	(ii)	 	Timing . To the extent necessary to comply with the restriction in Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) concerning payments to specified employees, the first Guaranteed Minimum Success Fee payment (if the Guaranteed Minimum Success Fee is paid ratably) to Executive shall be made on the first installment date (determined under paragraph 3.e.i, above) that is at least six months after Executive’s termination date. The first payment shall include any installments that would have been paid previously under paragraph 3.e.i were it not for this special timing rule, plus interest on the delayed installments at an annual rate (compounded monthly) equal to the federal short-term rate (as in effect under Section 1274(d) of the Code on Executive’s termination date).	

 	(f)	 	Signing Bonus . In addition to the Base Salary, Bonus and Guaranteed Minimum Success Fee, Executive shall be entitled to receive a one-time payment of $500,000, payable within 15 days of the effective date of this Agreement. If Executive resigns his employment without Good Reason or Executive’s employment is terminated by the Company for Cause, Executive shall repay a pro rata portion (based on the number of full calendar months remaining in the initial month term divided by twelve months) of the signing bonus (net of any associated income and employment taxes) within 10 days after such resignation or termination of employment. Within 10 days after the filing of Executive’s federal income tax return for the year in which such repayment is made, Executive shall pay to the Company the amount by which Executive’s federal and state income tax liability for such year was reduced as a result of such repayment. If Executive resigns for Good Reason, dies or becomes disabled or if	
 3 

 

 	 	 	Executive’s employment is terminated by the Company without Cause, Executive shall be entitled to retain the full amount of the signing bonus.	
 		
 	(g)	 	Relocation . The Company shall reimburse Executive for customary and reasonable commuting expenses from Executive’s current residence in Birmingham, AL and temporary furnished housing and living expenses in the area in which the Company’s headquarters is located for a period of six months from the Start Date. In the sole discretion of the Chief Executive Officer, this initial six-month period may be extended from time to time. Reimbursements shall be paid monthly, on an “as incurred” basis, and in all events before March 15 of the calendar year after the calendar year in which the applicable expenses were incurred. Upon termination of this temporary commuting arrangement, Executive shall be reimbursed for all reasonable transaction costs and expenses (including any real estate brokerage fees, commissions and closing costs) and moving expenses incurred by Executive, in each case while an employee of the Company, in connection with relocating Executive’s spouse, dependents and personal property and goods from Executive’s current residence to the area in which the Company’s headquarters is located, provided that Executive provides appropriate documentation (the “Reimbursement”). Reimbursements under this paragraph shall be paid promptly and in all events on or before March 15 of the calendar year after the calendar year in which the applicable expenses were incurred. In connection with such payment, during the calendar year after the calendar year in which the applicable expenses are incurred, the Company shall pay Executive an additional payment in an amount such that after the actual payment by Executive of taxes, if any, imposed in connection with the Reimbursement, Executive retains an amount equal to the Reimbursement.	

4	 	Termination.	

 	(a)	 	Termination of Employment .	

 	(i)	 	Termination by the Company for Cause . The Board or Chief Executive Officer may terminate Executive’s employment for Cause at any time. “Cause” means any of the following: (1) Executive’s breach of any material term of this Agreement that is not corrected within 10 days after delivery of a termination notice to Executive with respect to such breach; (2) Executive’s commission of, or formal prosecutorial charge or indictment alleging commission of, a felony or any crime of similar status, any crime involving fraud or any crime involving moral turpitude (other than motor vehicle related) (it being agreed that in the case of a crime involving moral turpitude, only to the extent such crime materially and adversely affects the business, standing or reputation of the Company or any other member of the Group); (3) Executive’s breach of fiduciary duty to the Company or any other member of the Group that has any material and adverse impact on the Company that is not corrected within 10 days after delivery of a Termination Notice to Executive with respect to such breach; (4) Executive’s misappropriation of funds or material property of the Company or any other member of	
 4 

 

 	 	 	the Group; (5) Executive’s refusal to follow the lawful directives of the Chief Executive Officer or Board without a materially valid business justification that is not corrected within 10 days after delivery of a Termination Notice to Executive with respect to such refusal; (6) Executive’s fraud related to the Company; (7) Executive’s material dishonesty, disloyalty, gross negligence or willful misconduct, where such dishonesty, disloyalty, gross negligence or willful misconduct is reasonably likely to result, in substantial and material damage to the Company or any other member of the Group; (8) Executive’s willful and material violation of any of the Company’s Code of Conduct or employment policies; or (9) Executive’s material violation of any federal, state or local laws that could result in a direct or indirect financial loss to the Company or any other member of the Group or damage the reputation of the Company or any other member of the Group.	
 		
 	 	 	For this definition, no act or omission by the Executive will be “willful” unless it is made by him in bad faith or without a reasonable belief that Executive’s act or omission was in the best interests of the Company or the Group. Any act, or failure to act, based upon the advice of counsel to the Company or any member of the Group shall be presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company and the Group.	
 		
 	(ii)	 	Termination by the Company without Cause . The Company may terminate Executive’s employment under this Agreement without Cause upon at least 20 days’ prior written notice to Executive.	
 		
 	(iii)	 	Death or Disability . Executive’s employment by the Company will immediately terminate upon Executive’s death and at the option of either Executive or the Company, exercisable upon written notice to the other party, may terminate upon the Executive’s Disability. For purposes of this Agreement, “Disability” will occur if (A) Executive becomes eligible for benefits under a long-term disability policy provided by the Company, if any, or (B) Executive has become unable, due to physical or mental illness or incapacity, to substantially perform the essential duties of Executive’s employment with reasonable accommodation for a period of 90 days or an aggregate of 180 days during any consecutive 12 month period, as determined by an independent physician approved by the Company and Executive.	
 		
 	(iv)	 	Termination by Executive for Good Reason . Executive may terminate his employment for Good Reason at any time. “Good Reason” shall mean the occurrence, during the Term of Employment, of any of the following actions or failures to act, but in each case only if it is not consented to by Executive in writing: (A) a material adverse change in Executive’s duties, reporting responsibilities, titles or elected or appointed offices as in effect immediately prior to the effective date of	
 5 

 

 	 	 	such change; (B) any reduction or failure to pay when due the Executive’s Base Salary or Bonus earned; (C) the Company’s failure to renew this Agreement; (D) the Company’s breach of any material term of this Agreement that is not corrected within 10 days after delivery of a notice to the Company with respect to such breach or (E) the failure of the Company to obtain the assumption in writing of this Agreement by any successor to or an acquirer of all or substantially all of the assets of the Company on or prior to a merger, consolidation, sale or similar transaction. For purposes of this definition, none of the actions described in clauses (A) through (E) above shall constitute “Good Reason” with respect to Executive if it was an isolated and inadvertent action not taken in bad faith by the Company and if it is remedied by the Company within 10 days after receipt of written notice thereof given by Executive.	
 		
 	(v)	 	Termination by Executive without Good Reason . Executive may terminate his employment under this Agreement without Good Reason upon at least 20 days’ prior written notice to the Company.	

 	(b)	 	Consequences of Termination of Employment .	

 	(i)	 	Termination by the Company without Cause or by Executive for Good Reason before the Plan Effective Date . Executive shall receive the benefits described in this paragraph 4.b (excluding the severance benefits set forth in paragraphs 4.b.ii.1 and 4.b.ii.2) if the Company terminates Executive’s employment without Cause (under paragraph 4.a.ii) at any time during the Term of Employment or if Executive terminates his employment at any time during the Term of Employment for Good Reason (under paragraph 4.a.iv) prior to the Plan Effective Date. For a period of one year following the date of termination of Executive’s employment from the Company, the Company shall at its sole cost and expense (but disregarding any individual tax liability of Executive), and at the election of COBRA by Executive, provide Executive (and his spouse and eligible dependents) with group health benefits substantially similar to those benefits that Executive (and his spouse and eligible dependents) were receiving immediately before his termination (which may at the Company’s election be pursuant to reimbursement of the applicable COBRA premium). Such coverage shall be provided to Executive as COBRA benefits and shall terminate prior to the end of the one-year period if Executive, his spouse or eligible dependents are no longer eligible for COBRA coverage. To the extent possible, the benefits under this section 4.b.i.1 shall be made in a manner that is tax efficient for the Executive so long as there is no adverse tax consequences to the Company.	
 		
 	(ii)	 	Termination by the Company without Cause or by Executive for Good Reason after the Plan Effective Date . Executive shall receive the benefits described in this paragraph 4.b.ii (including the benefits set	
 6 

 

 	 	 	forth in paragraph 4.b.i.) if the Company terminates Executive’s employment without Cause (under paragraph 4.a.ii) at any time during the Term of Employment or if Executive terminates his employment at any time during the Term of Employment for Good Reason (under paragraph 4.a.iv) after the Plan Effective Date. If Executive receives the benefits set forth in this paragraph 4.b.ii, Executive shall not be eligible for severance benefits from any other plan, program or policy of the Company then in effect.	

 	1.	 	Amount and Payment Schedule . Executive’s severance benefit (in addition to the other payments specifically contemplated in this Agreement) shall be an amount equal to two times his annual Base Salary as of the date his employment terminates. Subject to the timing rule described in paragraph 4.b.ii.2 below, the severance benefit shall be paid ratably on the same payment schedule that applied to Executive’s salary at the time of his termination.	
 		
 	2.	 	Timing . To the extent necessary to comply with the restriction in Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) concerning payments to specified employees, the first severance payment to Executive shall be made on the first installment date (determined under paragraph 4.b.ii.1 above) that is at least six months after Executive’s termination date. The first payment shall include any installments that would have been paid previously under paragraph 4.b.ii.1 were it not for this special timing rule, plus interest on the delayed installments at an annual rate (compounded monthly) equal to the federal short-term rate (as in effect under Section 1274(d) of the Code on Executive’s termination date).	

 	(iii)	 	Death or Disability . In the event of termination of Executive’s employment due to death or Disability (under paragraph 4.a.iii), Executive shall be entitled to receive (in addition to any other payments specifically contemplated in this Agreement) a pro rata portion of his Target Annual Bonus for the portion of the calendar year before the date of termination of employment, as promptly as practicable and in any event payable on or before March 15th of the calendar year after the calendar year in which such termination of employment occurs; but Executive shall not be eligible to receive any other severance benefit under this paragraph 4. Executive’s eligibility (if any) to receive a severance or retirement benefit under any other severance or retirement plan or program maintained by the Company shall be determined by the terms of that plan or program as in effect on Executive’s termination date.	
 7 

 

 	(iv)	 	Termination for Cause or Voluntary Termination . If the Company terminates Executive’s employment for Cause (under paragraph 4.a.i), or if Executive terminates his employment without Good Reason (under paragraph 4.a.v), Executive shall receive accrued but unpaid base salary earned only through Executive’s termination date, and shall not be eligible to receive any severance benefit under this paragraph 4.b. Executive’s eligibility (if any) to receive a severance or retirement benefit under any other severance or retirement plan or program maintained by the Company shall be determined by the terms of that plan or program as in effect on Executive’s termination date. The foregoing shall not limit the remedies available to the Group, at law or in equity, for any loss or other injury caused directly or indirectly by Executive.	
 		
 	(v)	 	Release . The Company will not be required to make the payments stated in this paragraph 4 unless the Executive executes and delivers to the Company an agreement releasing from all liability (other than Executive’s rights under this Agreement and any indemnification arrangement of the Company with respect to Executive) the Group and any of their respective past or present directors, officers, employees, shareholders, controlling persons or agents of the Group. No payment will be made until the period for revocation of the release has ended and unless Executive has not revoked the release.	

5	 	Restrictive Covenants.	

 	(a)	 	Non-Competition . During the time Executive is employed by the Company and for 12 months thereafter, Executive shall not directly or indirectly manage, operate, participate in, be employed by, perform consulting services for, or otherwise be connected with NRG Energy, Inc., Mirant Corporation, Reliant Energy, Dynegy Inc., Edison Mission Energy/Edison International, Constellation Energy Group, Inc. (FPL Group, Inc.) and Pacific Gas & Electric Company (each a “Competitive Enterprise”); nor shall Executive receive compensation from any other company or business during the time Executive is employed with the Company unless the arrangement giving rise to such compensation has been (i) disclosed to and approved by the Chief Executive Officer and the Board in advance or (ii) is otherwise permitted by the terms of this Agreement. Executive may invest in any Competitive Enterprise, provided that Executive and Executive’s immediate family members (as defined in Section 1361(c)(B) of the Code) do not own collectively more than one percent of the voting securities of any such entity at any time. If Executive is terminated without cause or leaves for good reason, Executive may reduce this non-compete provision from 12 months to as short as 6 months by repaying a pro rata portion of the Guaranteed Minimum Success Fee (net of any associate income and employment taxes) or	
 8 

 

 	 	 	any severance benefits, if applicable, prior to operating, participating in, being employed by or performing consulting services for the above referenced competitive enterprises. Within 10 days after the filing of Executive’s federal income tax return for the year in which such repayment is made, Executive shall pay to the Company the amount by which Executive’s federal and state income tax liability for such year was reduced as a result of such repayment.	
 		
 	(b)	 	Use and Disclosure of Proprietary Information .	

 	(i)	 	Definition of Proprietary Information . “Proprietary Information” means confidential or proprietary information, knowledge or data concerning (1) the Group’s businesses, strategies, operations, financial affairs, organizational matters, personnel matters, budgets, business plans, marketing plans, studies, policies, procedures, products, ideas, processes, software systems, trade secrets and technical know-how, (2) any other matter relating to the Group, (3) any matter relating to clients of the Group or other third parties having relationships with the Group and (4) any confidential information from which the Group derives business advantage or economic value. Proprietary Information includes (A) the names, addresses, phone numbers and buying habits and preferences and other information concerning clients and prospective clients of the Group, and (B) information and materials concerning the personal affairs of employees of the Group. In addition, Proprietary Information may include information furnished to Executive orally or in writing (whatever the form or storage medium) or gathered by inspection, in each case before or after the date of this Agreement. Proprietary Information does not include information (X) that was or becomes generally available to Executive on a non-confidential basis, if the source of this information was not reasonably known to Executive to be bound by a duty of confidentiality, (Y) that was or becomes generally available to the public, other than as a result of a disclosure by Executive, directly or indirectly, or (Z) that Executive can establish was independently developed by Executive without reference to Proprietary Information.	
 		
 	(ii)	 	Acknowledgements . Executive acknowledges that he will obtain or create Proprietary Information in the course of Executive’s involvement in the Group’s activities and may already have Proprietary Information. Executive agrees that the Proprietary Information is the exclusive property of the Group. In addition, nothing in this Agreement will operate to weaken or waive any rights the Group may have under statutory or common law, or any other agreement, to the prohibition of unfair competition or the protection of trade secrets, confidential business information and other confidential information.	
 9 

 

 	(iii)	 	During Employment . Executive will use and disclose Proprietary Information only for the Group’s benefit and in accordance with any restrictions placed on its use or disclosure by the Group.	
 		
 	(iv)	 	Post-Employment . After the termination of Executive’s employment, Executive will not use or disclose any Proprietary Information for any purpose. For the avoidance of doubt, but without limitation of the foregoing, after termination of Executive’s employment, Executive will not directly or indirectly use Proprietary Information from which the Group derives business advantage or economic benefit to solicit, impair or interfere with, or attempt to solicit, impair or interfere with, any person or entity, who, at the time of the termination of Executive’s employment, is then a customer, vendor or business relationship of the Group (or who Executive knew was a potential customer, vendor or business relationship of the Company within the six months prior to the termination of Executive’s Employment).	

 	(c)	 	Non-Solicitation of Employees . During the Term of Employment and for an 18 month period after termination of Executive’s employment, Executive will not directly or indirectly solicit or attempt to solicit anyone who, at the time of the termination of Executive’s employment, is then an employee of the Group (or who was an employee of the Group within the six months prior to the termination of Executive’s Employment) to resign from the Group or to apply for or accept employment with any company or other enterprise.	
 		
 	(d)	 	Non-Disparagement . During and after Executive’s employment with the Company, the parties mutually covenant and agree that neither will directly or indirectly disparage the other, or make or solicit any comments, statements, or the like to any clients, competitors, suppliers, employees or former employees of the Company, the press, other media, or others that may be considered derogatory or detrimental to the good name or business reputation of the other party. Nothing herein shall be deemed to constrain either party’s cooperation in any Board authorized investigation or governmental action. In the event of Executive’s termination or the non-renewal of this Agreement, Executive and Company shall agree on any press release relating to such termination or non-renewal and the Company and Executive shall not publicly discuss or comment on Executive’s termination or non-renewal in any manner other than as mutually agreed in the press release.	

6	 	Employment Taxes. All payments and other compensation under this Agreement shall be subject to withholding of the applicable income and employment taxes.	
 		
7	 	Nonduplication of Benefits. No term or other provision of this Agreement may be interpreted to require the Company to duplicate any payment or other compensation that Executive is already entitled to receive under a compensation or benefit plan, program, or other arrangement maintained by the Company.	
 		
8	 	Indemnification. To the fullest extent permitted by applicable law, the Company shall provide indemnification for Executive under its Articles of Incorporation and Bylaws.	
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 	 	Executive shall be covered by the Company’s standard indemnification agreement and by any director’s and officer’s liability insurance policy maintained by the Company.	
 		
9	 	Successors . Any successor to the Company or to all or substantially all of the Company’s business and/or assets (whether a direct or indirect successor, and whether by purchase, lease, merger, consolidation, liquidation, or otherwise) shall assume the obligations under this Agreement. In case of any succession, the term “Company” shall refer to the successor. The terms of this Agreement and all of Executive’s rights hereunder shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees.	
 		
10	 	No Third-Party Beneficiaries. Except as provided in paragraph 9 above, nothing in this Agreement may confer upon any person or entity not a party to this Agreement any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement.	
 		
11	 	No Duty to Mitigate. Executive shall not be required to seek new employment or otherwise to mitigate the payments contemplated by this Agreement. The payments contemplated by this Agreement shall not be reduced by earnings that Executive may receive from any other source; provided, however, that COBRA payments may cease in accordance with the provisions of this Agreement.	
 		
12	 	Notice. Notices and other communications between the parties to this Agreement shall be delivered in writing and shall be deemed to have been given when personally delivered or on the third business day after mailing by U.S. registered or certified mail, return receipt requested and postage prepaid.	

 	(a)	 	Notices and other communications to Executive shall be addressed to Executive, at the most recent home address that he provided in writing to the Company.	
 		
 	(b)	 	Notices and other communications to the Company shall be addressed to the Company’s corporate headquarters, to the attention of the Company’s Secretary.	

13	 	Waiver and Amendments. No provision of this Agreement may be modified, waived, or discharged, unless the modification, waiver, or discharge is agreed to in writing signed by Executive and by an authorized representative of the Company (other than Executive). Unless specifically characterized as a continuing waiver, no waiver of a condition or provision at anyone time may be considered a waiver of the same provision or condition (or any different provision or condition) at any other time.	
 		
14	 	Costs. The prevailing party in any dispute or disagreement relating to this Agreement and/or any obligations under this Agreement shall be entitled to recover from the other party any expenses, including reasonable attorney’s fees, incurred by the prevailing party as a result of, or in connection with, any such dispute or disagreement. Notwithstanding anything to the contrary, the obligation under this Section shall survive any termination of this Agreement or Executive’s termination of employment.	
 		
15	 	Ability to Enter this Agreement. Executive represents and warrants that neither the execution and delivery of this Agreement nor the performance of Executive’s services	
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 	 	hereunder will conflict with, or result in a breach of any employment or other agreement to which Executive is a party or by which Executive might be bound or affected. Executive further represents and warrants that Executive has full right, power, and authority to enter into and carry out the provisions of this Agreement.	
 		
16	 	Remedy at Law Inadequate. Executive acknowledges that a remedy at law for any breach or attempted breach of the covenants described in paragraph 5 of this Agreement will be inadequate and agrees that the Group shall be entitled to specific performance and injunctive and other equitable relief in the case of any such breach or attempted breach.	
 		
17	 	American Jobs Creation Act of 2004. This Agreement shall be construed, administered and interpreted in accordance with a good-faith interpretation of Section 409A of the Code and Section 885 of the American Jobs Creation Act of 2004. If the Company or Executive determines that any provision of this Agreement is or might be inconsistent with such provisions (including any administrative guidance issued thereunder), the parties shall make their best efforts in good faith to agree to such amendments to this Agreement as may be necessary or appropriate to comply with such provisions.	
 		
18	 	Choice of Law. This Agreement (including its validity, interpretation, construction, and performance) shall be governed by the laws of the State of New York, without regard to any concerning conflicts or choice of law that might otherwise refer construction or interpretation to the substantive law of another jurisdiction.	
 		
19	 	Section Headings. All headings in this Agreement are inserted for convenience only. Headings do not constitute a part of the Agreement and may not affect the meaning or interpretation of any term or other provision of this Agreement.	
 		
20	 	Severability and Reformation. Each substantive provision of this Agreement is a separate agreement, independently supported by good and adequate consideration, and is severable from the other provisions of the Agreement. If a court of competent jurisdiction determines that any term or provision of this Agreement is unenforceable, then the other terms and provisions of this Agreement shall remain in full force and effect, and the unenforceable terms or provisions shall be equitably modified to the extent necessary to achieve the underlying purpose in an enforceable way.	
 		
21	 	Whole Agreement. This Agreement reflects the entire understanding and agreement between the Company and Executive regarding Executive’s employment. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings, and agreements, whether oral or written, relating to Executive’s employment with the Company. The respective rights and obligations of the parties to this Agreement shall survive the termination of Executive’s employment to the extent necessary to give such rights and obligations their intended effect.	
 		
22	 	Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute a single instrument.	
* * *
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CALPINE CORPORATION:
 	 	 	 	 	 	 	 	
 	By	 	/s/ R.P. May	 	 	 	 	
 	 	 	 	 	 	 	 	
 	Its 	 	Chief Executive Officer	 	 	 		
 	 	 	 	 	 	 	 	
 	Date 	 	6/20/06	 	 	 	 	
 	 	 	 	 	 	 	 	
EXECUTIVE:
 	 	 	 	 	 	 	 	
	/s/ Gregory L. Doody	 	 	 	 	
 	 	 	 	 	 	
 	Gregory L. Doody	 	 	 	 	
 	Date 6/19/06	 	 	 		
 	 	 	 	 	 	
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Exhibit 10.5.16
Via Hand Delivery
January 08, 2007
Eric Pryor
119 Fairwood Court
Danville, CA 94506
Dear Eric,
As previously discussed with your manager, your position is currently among those scheduled to be relocated to Houston. This letter and attachments provide additional information regarding this very important transition for you and our company.
One of our goals with the consolidation of certain functions in Houston is to accelerate the creation of a more integrated culture and leadership team for the new Calpine with a unified vision of who we are, where we are going, and how we are going to get there.
We believe this is an exciting opportunity for you to be part of a new beginning with Calpine. We hope you will seriously consider joining us in Houston. If you choose to relocate with your position to Houston prior to September 3, 2007, you are eligible for level 4 relocation assistance as outlined in the attached Relocation Summary. All business travel to Houston prior to your permanent relocation on or before September 3, 2007, will be treated as usual and customary business expenses.
If your decision is to not relocate with your position at this time, Calpine is offering you the option of commuter status. While you are in commuter status, Calpine will reimburse you for the following reasonable and customary commuting expenses until September 3, 2007; airfare, lodging, taxi/auto rental, and meals. You may continue to commute after September 3, 2007, however, associated expenses as outlined above will be treated, for tax purposes as business expenses and incrementally deducted from a portion of the relocation package for which you are eligible. The total amount available for funding to support commuting expenses after September 3, 2007 is $50,000. This amount is reflective of the estimated relocation services provided in your package, excluding real estate costs associated with the sale of your current home and the purchase of a new home in the Houston area. Once this $50,000 allowance for commuting expenses is exhausted, you will be solely responsible to cover commuting costs.
Please note that beginning September 3, 2007 you will be expected to maintain a customary full-time schedule in Houston, which generally includes full days Monday thru Friday. Prior to September 3, 2007, you will be expected to engage in travel to Houston as deemed appropriate and necessary by your manager.
If you decide to permanently relocate to the Houston area after September 3, 2007, only the balance remaining in the relocation package will be offered to support relocation costs incurred. If the full $50,000 has been exhausted, only the real estate related portion, as outlined in the attached summary, will be available.

 

Lastly, should you choose to leave Calpine instead of relocating to the Houston area prior to June 30, 2008, you will be eligible for severance benefits as described in the attached Severance Policy. In addition to the severance benefits, you will be eligible for a 2006 CIP bonus, if funded, and a 2007 Transaction Bonus equal to 100% of your CIP target. Should you choose to leave Calpine instead of relocating to the Houston after June 30, 2008, you will be eligible for severance benefits as determined and in place by Calpine at the time of your termination of employment.
Calpine reserves the right to extend the September 3, 2007 date referenced above in its sole discretion.
We appreciate your support and look forward to working with you to ensure a smooth and successful transition. Please complete and return a copy of this letter, including the election form below, on or before January 19, 2007. If you have questions regarding the terms and conditions outlined above, please contact Ed Pawkett at (408)794-2411.
Sincerely,

Kelly J. Zelinski
Vice President of Human Resources
If your decision is not to relocate with your position to Houston, please consider applying for other positions within Calpine. Should you elect not to move into another Calpine position and you remain employed up to the scheduled transition date, you will be eligible for severance benefits as described in the attached Severance Policy. In addition to the severance benefits, you will also be eligible for a 2006 CIP bonus (if funded) and a 2007 Transaction Bonus equal to 100% of your CIP target (if your transition date is sometime in 2007) for staying with Calpine until your position relocates to Houston.
EMPLOYEE ELECTION AND AKNOWLEDGEMENT
     Check one:
                           I agree to relocate to Houston on or before September 3 rd , 2007.
               X         I accept the commuter option and will decide whether to relocate at a later date.
I acknowledge and understand that the terms and conditions outlined above do not affect my status as an “at-will” employee in any way. I further understand that if I am terminated for cause at any point then I am not eligible for severance benefits regardless of how long I stay with Calpine. “Cause” shall mean (i) material breach of company policy, (ii) conviction of a felony, (iii) repeated unexplained or unjustified absence, (iv) willful insubordination, or (v) failure to meet Calpine’s standards of competence and job performance.
Signed /s/ Eric N. Pryor      Date                                        

 
Exhibit 21.1
Subsidiaries of the Company
 	 	 	
Entity	 	Jurisdiction	
 	
1066917 Ontario Inc.	 	Ontario	
1071931 Ontario Inc.	 	Ontario	
3094479 Nova Scotia Company	 	Nova Scotia	
3538982 Canada Inc.	 	Alberta	
Acadia Partners Pipeline, LLC	 	Louisiana	
Acadia Power Partners, LLC	 	Delaware	
Amelia Energy Center, LP	 	Delaware	
Anacapa Land Company, LLC	 	Delaware	
Anderson Springs Energy Company	 	California	
Androscoggin Energy LLC	 	Delaware	
Androscoggin Energy, Inc.	 	Illinois	
Antelope Energy Center, LLC	 	Delaware	
Auburndale GP, LLC	 	Delaware	
Auburndale Holdings, LLC	 	Delaware	
Auburndale LP, LLC	 	Delaware	
Auburndale Peaker Energy Center, LLC	 	Delaware	
Auburndale Power Partners, Limited Partnership	 	Delaware	
Augusta Development Company, LLC	 	Delaware	
Aviation Funding Corp.	 	Delaware	
Basento Energia S.r.l.	 	Italy	
Baytown Energy Center, LP	 	Delaware	
Baytown Power GP, LLC	 	Delaware	
Baytown Power, LP	 	Delaware	
Bellingham Cogen, Inc.	 	California	
Bethpage Energy Center 3, LLC	 	Delaware	
Bethpage Fuel Management Inc.	 	Delaware	
Blue Heron Energy Center, LLC	 	Delaware	
Blue Spruce Energy Center, LLC	 	Delaware	
Blue Spruce Holdings, LLC	 	Delaware	
Brazos Valley Energy LP	 	Delaware	
Brazos Valley Technology LP	 	Delaware	
Broad River Energy LLC	 	Delaware	
Broad River Holdings, LLC	 	Delaware	
Calgary Energy Centre ULC	 	Nova Scotia	
CalGen Equipment Finance Company, LLC	 	Delaware	
CalGen Equipment Finance Holdings, LLC	 	Delaware	
CalGen Expansion Company, LLC	 	Delaware	
CalGen Finance Corp.	 	Delaware	
CalGen Project Equipment Finance Company One, LLC	 	Delaware	
CalGen Project Equipment Finance Company Three, LLC	 	Delaware	
CalGen Project Equipment Finance Company Two, LLC	 	Delaware	
Calpine (Jersey) Holdings Limited	 	Islands of Jersey	
Calpine (Jersey) Limited	 	Islands of Jersey	
Calpine Acadia Holdings, LLC	 	Delaware	
Calpine Administrative Services Company, Inc.	 	Delaware	
Calpine Agnews, Inc.	 	California	
Calpine Amelia Energy Center GP, LLC	 	Delaware	
Calpine Amelia Energy Center LP, LLC	 	Delaware	
Calpine Auburndale Holdings, LLC	 	Delaware	
Calpine Auburndale, LLC	 	Delaware	
Calpine Baytown Energy Center GP, LLC	 	Delaware	

 

Affiliates	 	Jurisdiction	
 	
Calpine Baytown Energy Center LP, LLC	 	Delaware	
Calpine Bethpage 3 Pipeline Construction Company, Inc.	 	New York	
Calpine Bethpage 3, LLC	 	Delaware	
Calpine Brazos Valley Energy Center GP, LLC	 	Delaware	
Calpine Brazos Valley Energy Center LP, LLC	 	Delaware	
Calpine c*Power, Inc.	 	Delaware	
Calpine CalGen Holdings, Inc.	 	Delaware	
Calpine California Development Company, LLC	 	Delaware	
Calpine California Energy Finance, LLC	 	Delaware	
Calpine California Equipment Finance Company, LLC	 	Delaware	
Calpine California Holdings, Inc.	 	Delaware	
Calpine Calistoga Holdings, LLC	 	Delaware	
Calpine Canada Deer Park Partner LLC	 	Delaware	
Calpine Canada Energy Finance ULC	 	Nova Scotia	
Calpine Canada Energy Finance II ULC	 	Nova Scotia	
Calpine Canada Energy Ltd.	 	Nova Scotia	
Calpine Canada Holdings Ltd.	 	Nova Scotia	
Calpine Canada Natural Gas Partnership	 	Canada	
Calpine Canada Power Ltd.	 	Alberta	
Calpine Canada Power Services Ltd.	 	Ontario	
Calpine Canada Resources Company	 	Nova Scotia	
Calpine Canada TriGas, Ltd.	 	Alberta	
Calpine Canada Whitby Holdings Company	 	Alberta	
Calpine Canadian Saltend L.P.	 	Alberta	
Calpine Capital Trust	 	Delaware	
Calpine Capital Trust II	 	Delaware	
Calpine Capital Trust III	 	Delaware	
Calpine Capital Trust IV	 	Delaware	
Calpine Capital Trust V	 	Delaware	
Calpine CCFC GP, Inc.	 	Delaware	
Calpine CCFC Holdings, Inc.	 	Delaware	
Calpine CCFC LP, Inc.	 	Delaware	
Calpine Central Texas GP, Inc.	 	Delaware	
Calpine Central, Inc.	 	Delaware	
Calpine Central, L.P.	 	Delaware	
Calpine Central-Texas, Inc.	 	Delaware	
Calpine Channel Energy Center GP, LLC	 	Delaware	
Calpine Channel Energy Center LP, LLC	 	Delaware	
Calpine Clear Lake Energy GP, LLC	 	Delaware	
Calpine Clear Lake Energy, LP	 	Delaware	
Calpine Cogeneration Corporation	 	Delaware	
Calpine Construction Finance Company, L.P.	 	Delaware	
Calpine Construction Management Company, Inc.	 	Delaware	
Calpine Corporation	 	Delaware	
Calpine Corpus Christi Energy GP, LLC	 	Delaware	
Calpine Corpus Christi Energy, LP	 	Delaware	
Calpine Decatur Pipeline, Inc.	 	Delaware	
Calpine Decatur Pipeline, L.P.	 	Delaware	
Calpine Deer Park Partner, LLC	 	Delaware	
Calpine Deer Park, LLC	 	Delaware	
Calpine Development Holdings, Inc.	 	Delaware	
Calpine Dighton, Inc.	 	Delaware	
Calpine DP LLC	 	Delaware	
Calpine East Fuels, Inc.	 	Delaware	
Calpine Eastern Corporation	 	Delaware	
Calpine Edinburg, Inc.	 	Delaware	

 

Affiliates	 	Jurisdiction	
 	
Calpine Energy Finance Luxembourg S.a.r.l.	 	Luxembourg	
Calpine Energy Management, L.P.	 	Delaware	
Calpine Energy Services Canada Ltd.	 	Alberta	
Calpine Energy Services Canada Partnership	 	Alberta	
Calpine Energy Services Holdings, Inc.	 	Delaware	
Calpine Energy Services, L.P.	 	Delaware	
Calpine European Finance LLC	 	Delaware	
Calpine European Funding (Jersey) Holdings Limited	 	Islands of Jersey	
Calpine European Funding (Jersey) Limited	 	Islands of Jersey	
Calpine Finance (Jersey) Limited	 	Islands of Jersey	
Calpine Finance Company	 	Delaware	
Calpine Fox Holdings, LLC	 	Delaware	
Calpine Fox LLC	 	Wisconsin	
Calpine Freeport GP, LLC	 	Delaware	
Calpine Freeport LP, LLC	 	Delaware	
Calpine Freestone Energy GP, LLC	 	Delaware	
Calpine Freestone Energy, LP	 	Delaware	
Calpine Freestone, LLC	 	Delaware	
Calpine Fuels Corporation	 	California	
Calpine Gas Holdings LLC	 	Delaware	
Calpine Generating Company, LLC	 	Delaware	
Calpine Geysers Company, L.P.	 	Delaware	
Calpine Gilroy 1, Inc.	 	Delaware	
Calpine Gilroy 2, Inc.	 	Delaware	
Calpine Gilroy Cogen, L.P.	 	Delaware	
Calpine Global Investments, S.L.	 	Spain	
Calpine Global Services Company, Inc.	 	Delaware	
Calpine Gordonsville GP Holdings, LLC	 	Delaware	
Calpine Gordonsville LP Holdings, LLC	 	Delaware	
Calpine Gordonsville, LLC	 	Delaware	
Calpine Greenfield (Holdings) Corporation	 	Delaware	
Calpine Greenfield Commercial Trust	 	Delaware	
Calpine Greenfield Limited Partnership	 	Alberta	
Calpine Greenfield Ltd.	 	Alberta	
Calpine Greenfield ULC	 	Alberta	
Calpine Greenleaf Holdings, Inc.	 	Delaware	
Calpine Greenleaf, Inc.	 	Delaware	
Calpine Hermiston, LLC	 	Delaware	
Calpine Hidalgo Design, L.P.	 	Delaware	
Calpine Hidalgo Energy Center, L.P.	 	Texas	
Calpine Hidalgo Holdings, Inc.	 	Delaware	
Calpine Hidalgo Power GP, LLC	 	Delaware	
Calpine Hidalgo Power, LP	 	Delaware	
Calpine Hidalgo, Inc.	 	Delaware	
Calpine International Holdings, Inc.	 	Delaware	
Calpine International Indonesia B.V.	 	The Netherlands	
Calpine International Investment B.V.	 	The Netherlands	
Calpine International, LLC	 	Delaware	
Calpine Investment Holdings, LLC	 	Delaware	
Calpine Island Cogeneration Limited Partnership	 	Canada	
Calpine Island Cogeneration Project, Inc.	 	Canada	
Calpine Kennedy Airport, Inc.	 	Delaware	
Calpine Kennedy Operators Inc.	 	New York	
Calpine KIA, Inc.	 	New York	
Calpine King City 1, LLC	 	Delaware	
Calpine King City 2, LLC	 	Delaware	

 

Affiliates	 	Jurisdiction	
 	
Calpine King City Cogen Inc.	 	California	
Calpine King City Cogen, LLC	 	Delaware	
Calpine King City, Inc.	 	Delaware	
Calpine King City, LLC	 	Delaware	
Calpine Leasing Inc.	 	Delaware	
Calpine Long Island, Inc.	 	Delaware	
Calpine Lost Pines Operations, Inc.	 	Delaware	
Calpine Louisiana Pipeline Company	 	Delaware	
Calpine Magic Valley Pipeline, Inc.	 	Delaware	
Calpine Marketing, LLC	 	Delaware	
Calpine Merchant Services Company, Inc.	 	Delaware	
Calpine Monterey Cogeneration, Inc.	 	California	
Calpine MVP, Inc.	 	Delaware	
Calpine Natural Gas Holdings Limited	 	Alberta	
Calpine Natural Gas Limited	 	Alberta	
Calpine Natural Gas Services Limited	 	Alberta	
Calpine Natural Gas, L.P.	 	Alberta	
Calpine NCTP GP, LLC	 	Delaware	
Calpine NCTP, LP	 	Delaware	
Calpine Newark, LLC	 	Delaware	
Calpine Northbrook Corporation of Maine, Inc.	 	Illinois	
Calpine Northbrook Energy Holdings, LLC	 	Delaware	
Calpine Northbrook Energy Marketing, LLC	 	Delaware	
Calpine Northbrook Energy, LLC	 	Delaware	
Calpine Northbrook Holdings Corporation	 	Delaware	
Calpine Northbrook Investors, LLC	 	Delaware	
Calpine Northbrook Project Holdings, LLC	 	Delaware	
Calpine Northbrook Services, LLC	 	Delaware	
Calpine Northbrook Southcoast Investors, LLC	 	Delaware	
Calpine NTC, LP	 	Delaware	
Calpine Oneta Power I, LLC	 	Delaware	
Calpine Oneta Power II, LLC	 	Delaware	
Calpine Oneta Power, L.P.	 	Delaware	
Calpine Operating Services Company, Inc.	 	Delaware	
Calpine Operations Management Company, Inc.	 	Delaware	
Calpine Parlin, LLC	 	Delaware	
Calpine Pasadena Cogeneration, Inc.	 	Delaware	
Calpine Pasadena Energy GP, LLC	 	Delaware	
Calpine Pasadena Energy, LP	 	Delaware	
Calpine Pastoria Holdings, LLC	 	Delaware	
Calpine Peaker Holdings 2, LLC	 	Delaware	
Calpine Peaker Holdings, LLC	 	Delaware	
Calpine Philadelphia, Inc.	 	Delaware	
Calpine Pittsburg, LLC	 	Delaware	
Calpine Power Company	 	California	
Calpine Power Equipment LP	 	Texas	
Calpine Power Management, Inc.	 	Delaware	
Calpine Power Management, LP	 	Texas	
Calpine Power Services, Inc.	 	Delaware	
Calpine Power, Inc.	 	Virginia	
Calpine Power, L.P.	 	Alberta	
Calpine PowerAmerica, Inc.	 	Delaware	
Calpine PowerAmerica, LP	 	Texas	
Calpine PowerAmerica-CA, LLC	 	Delaware	
Calpine PowerAmerica-CT, LLC	 	Delaware	
Calpine PowerAmerica-MA, LLC	 	Delaware	

 

Affiliates	 	Jurisdiction	
 	
Calpine PowerAmerica-ME, LLC	 	Delaware	
Calpine PowerAmerica-NH, LLC	 	Delaware	
Calpine PowerAmerica-NY, LLC	 	Delaware	
Calpine PowerAmerica-OR, LLC	 	Delaware	
Calpine PowerAmerica-PA, LLC	 	Delaware	
Calpine PowerAmerica-RI, LLC	 	Delaware	
Calpine Producer Services, L.P.	 	Texas	
Calpine Project Holdings, Inc.	 	Delaware	
Calpine Pryor, Inc.	 	Delaware	
Calpine Riverside Holdings, LLC	 	Delaware	
Calpine Rumford I, Inc.	 	Delaware	
Calpine Rumford, Inc.	 	Delaware	
Calpine Russell City, LLC	 	Delaware	
Calpine Schuylkill, Inc.	 	Delaware	
Calpine Securities Company, L.P.	 	Delaware	
Calpine Siskiyou Geothermal Partners, L.P.	 	California	
Calpine Sonoran Pipeline LLC	 	Delaware	
Calpine Steamboat Holdings, LLC	 	Delaware	
Calpine Stony Brook Operators, Inc.	 	New York	
Calpine Stony Brook Power Marketing, LLC	 	Delaware	
Calpine Stony Brook, Inc.	 	New York	
Calpine Sumas, Inc.	 	California	
Calpine TCCL Holdings, Inc.	 	Delaware	
Calpine Texas Cogeneration, Inc.	 	Delaware	
Calpine Texas Pipeline GP, Inc.	 	Delaware	
Calpine Texas Pipeline LP, Inc.	 	Delaware	
Calpine Texas Pipeline, L.P.	 	Delaware	
Calpine Tiverton I, Inc.	 	Delaware	
Calpine Tiverton, Inc.	 	Delaware	
Calpine UK Energy Finance Public Limited Company	 	United Kingdom	
Calpine UK Holdings Limited	 	United Kingdom	
Calpine ULC I Holding, LLC	 	Delaware	
Calpine University Power, Inc.	 	Delaware	
Calpine Unrestricted Funding, LLC	 	Delaware	
Calpine Unrestricted Holdings, LLC	 	Delaware	
Calpine Vapor, Inc.	 	California	
Carville Energy LLC	 	Delaware	
CCFC Development Company, LLC	 	Delaware	
CCFC Equipment Finance Company, LLC	 	Delaware	
CCFC Finance Corp.	 	Delaware	
CCFC Preferred Holdings 2, LLC	 	Delaware	
CCFC Preferred Holdings, LLC	 	Delaware	
CCFC Project Equipment Finance Company One, LLC	 	Delaware	
CCT Holdings (US) Ltd. 1	 	Delaware	
Celtic Power Corporation	 	Delaware	
CES GP, LLC	 	Delaware	
CES Marketing IX, LLC	 	Delaware	
CES Marketing V, L.P.	 	Delaware	
CES Marketing VIII, LLC	 	Delaware	
CES Marketing X, LLC	 	Delaware	
CGC Dighton, LLC	 	Delaware	
Channel Energy Center, LP	 	Delaware	
Channel Power GP, LLC	 	Delaware	
Channel Power, LP	 	Delaware	
Clear Lake Cogeneration Limited Partnership	 	Texas	
Cloverdale Geothermal Partners, L.P.	 	California	

 

Affiliates	 	Jurisdiction	
 	
CM Greenfield Power Corp.	 	Ontario	
CNEM Holdings, LLC	 	Delaware	
CogenAmerica Asia Inc.	 	Delaware	
CogenAmerica Newark Supply Corp.	 	Delaware	
CogenAmerica Parlin Supply Corp.	 	Delaware	
Columbia Energy LLC	 	Delaware	
Corpus Christi Cogeneration L.P.	 	Delaware	
CPN 3rd Turbine, Inc.	 	Delaware	
CPN Acadia, Inc.	 	Delaware	
CPN Berks Generation, Inc.	 	Delaware	
CPN Berks, LLC	 	Delaware	
CPN Bethpage 3rd Turbine, Inc.	 	Delaware	
CPN Cascade, Inc.	 	Delaware	
CPN Clear Lake, Inc.	 	Delaware	
CPN Decatur Pipeline, Inc.	 	Delaware	
CPN East Fuels, LLC	 	Delaware	
CPN Energy Services GP, Inc.	 	Delaware	
CPN Energy Services LP, Inc.	 	Delaware	
CPN Freestone, LLC	 	Delaware	
CPN Funding, Inc.	 	Delaware	
CPN Hermiston, LLC	 	Delaware	
CPN Insurance Corporation	 	Hawaii	
CPN Morris, Inc.	 	Delaware	
CPN Oxford, Inc.	 	Delaware	
CPN Pipeline Company	 	Delaware	
CPN Pleasant Hill Operating, LLC	 	Delaware	
CPN Pleasant Hill, LLC	 	Delaware	
CPN Power Services GP, LLC	 	Delaware	
CPN Power Services, LP	 	Delaware	
CPN Pryor Funding Corporation	 	Delaware	
CPN Telephone Flat, Inc.	 	Delaware	
Creed Energy Center, LLC	 	Delaware	
DEC-LMEC Pipeline, LLC	 	Delaware	
Decatur Energy Center, LLC	 	Delaware	
Deer Park Energy Center Limited Partnership	 	Delaware	
Deer Park Energy Center, LLC	 	Delaware	
Deer Park Power GP, LLC	 	Delaware	
Deer Park Power, LP	 	Delaware	
Delta Energy Center, LLC	 	Delaware	
Dighton Power Associates Limited Partnership	 	Massachusetts	
East Altamont Energy Center, LLC	 	Delaware	
Fergas S.r.L.	 	Italy	
Fond du Lac Energy Center, LLC	 	Wisconsin	
Fontana Energy Center, LLC	 	Delaware	
Freeport Energy Center, LP	 	Delaware	
Freestone Power Generation LP	 	Texas	
GEC Bethpage Inc.	 	Delaware	
GEC Holdings, LLC	 	Delaware	
Geothermal Energy Partners LTD.,	 	 	
a California limited partnership	 	California	
Geysers Power Company II, LLC	 	Delaware	
Geysers Power Company, LLC	 	Delaware	
Geysers Power I Company	 	Delaware	
Gilroy Energy Center, LLC	 	Delaware	
Goldendale Energy Center, LLC	 	Delaware	
Goose Haven Energy Center, LLC	 	Delaware	

 

Affiliates	 	Jurisdiction	
 	
Gordonsville Energy, L.P.	 	Delaware	
Greenfield Energy Centre, LP	 	Ontario	
Hammond Energy LLC	 	Delaware	
Hermiston Power Partnership	 	Oregon	
Hillabee Energy Center, LLC	 	Delaware	
Idlewild Fuel Management Corp.	 	Delaware	
JMC Bethpage, Inc.	 	Delaware	
KIAC Partners	 	New York	
King City Holdings, LLC	 	Delaware	
King City LP	 	Delaware	
King City Ltd. LLC	 	Delaware	
Lake Wales Energy Center, LLC	 	Delaware	
Lawrence Energy Center, LLC	 	Delaware	
Lone Oak Energy Center, LLC	 	Delaware	
Los Esteros Critical Energy Facility, LLC	 	Delaware	
Los Medanos Energy Center LLC	 	Delaware	
Magic Valley Gas Pipeline GP, LLC	 	Delaware	
Magic Valley Gas Pipeline, LP	 	Delaware	
Magic Valley Pipeline, L.P.	 	Delaware	
Mankato Energy Center, LLC	 	Delaware	
MEP Pleasant Hill, LLC	 	Delaware	
Metcalf Energy Center, LLC	 	Delaware	
Metcalf Funding, LLC	 	Delaware	
Metcalf Holdings, LLC	 	Delaware	
Moapa Energy Center, LLC	 	Delaware	
Mobile Energy L L C	 	Delaware	
Modoc Power, Inc.	 	California	
Morgan Energy Center, LLC	 	Delaware	
Mount Hoffman Geothermal Company, L.P.	 	California	
Mt. Vernon Energy LLC	 	Delaware	
NewSouth Energy LLC	 	Delaware	
Nissequogue Cogen Partners	 	New York	
Northwest Cogeneration, Inc.	 	California	
NTC Five, Inc.	 	Delaware	
NTC GP, LLC	 	Delaware	
Nueces Bay Energy LLC	 	Delaware	
O.L.S. Energy-Agnews, Inc.	 	Delaware	
Odyssey Land Acquisition Company	 	Delaware	
Otay Mesa Energy Center, LLC	 	Delaware	
Pajaro Energy Center, LLC	 	Delaware	
Pasadena Cogeneration L.P.	 	Delaware	
Pastoria Energy Center, LLC	 	Delaware	
Pastoria Energy Facility L.L.C.	 	Delaware	
PCF2 Holdings, LLC	 	Delaware	
PCF2, LLC	 	Delaware	
Philadelphia Biogas Supply, Inc.	 	Delaware	
Pine Bluff Energy, LLC	 	Delaware	
Polsky SCQ Services, Inc. aka	 	 	
“Les Services Polsky SCQ Inc.”	 	Quebec	
Power Contract Financing III, LLC	 	Delaware	
Power Contract Financing, L.L.C.	 	Delaware	
Power Investors, L.L.C.	 	Wisconsin	
Power Systems MFG., LLC	 	Delaware	
Quintana Canada Holdings, LLC	 	Delaware	
Riverside Energy Center, LLC	 	Wisconsin	
RockGen Energy LLC	 	Wisconsin	

 

Affiliates	 	Jurisdiction	
 	
Rocky Mountain Energy Center, LLC	 	Delaware	
Rumford Power Associates Limited Partnership	 	Maine	
Russell City Energy Company, LLC	 	Delaware	
San Joaquin Valley Energy Center, LLC	 	Delaware	
Silverado Geothermal Resources, Inc.	 	California	
Skipanon Natural Gas, LLC	 	Delaware	
South Point Energy Center, LLC	 	Delaware	
South Point Holdings, LLC	 	Delaware	
Stony Brook Cogeneration, Inc.	 	Delaware	
Stony Brook Fuel Management Corp.	 	Delaware	
Sutter Dryers, Inc.	 	California	
Tahoma Energy Center, LLC	 	Delaware	
TBG Cogen Partners	 	New York	
Texas City Cogeneration, L.P.	 	Texas	
Texas Cogeneration Company	 	Delaware	
Texas Cogeneration Five, Inc.	 	Delaware	
Texas Cogeneration One Company	 	Delaware	
Thermal Power Company	 	California	
Thomassen Turbine Systems America, Inc.	 	Delaware	
Tiverton Power Associates Limited Partnership	 	Rhode Island	
Towantic Energy, L.L.C.	 	Delaware	
VEC Holdings, LLC	 	Delaware	
Venture Acquisition Company	 	Delaware	
Vineyard Energy Center, LLC	 	Delaware	
Wawayanda Energy Center, LLC	 	Delaware	
Whatcom Cogeneration Partners, L.P.	 	Delaware	
Whitby Cogeneration Limited Partnership	 	Canada	
Zion Energy LLC	 	Delaware	

 

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-16529, 333-34002, 333-37366, 333-106729, 333-106733, 333-115487, 333-117460 and 333-117461) of Calpine Corporation of our report dated March 14, 2007 relating to the financial statements, financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
March 14, 2007

Exhibit 31.1
CERTIFICATIONS
I, Robert P. May, certify that:
1. I have reviewed this annual report on Form 10-K of Calpine Corporation (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 14, 2007
/s/ Robert P. May
                                                              
Robert P. May
Chief Executive Officer
Calpine Corporation

 

Exhibit 31.2
CERTIFICATIONS
I, Lisa J. Donahue, certify that:
1. I have reviewed this annual report on Form 10-K of Calpine Corporation (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 14, 2007
/s/ Lisa Donahue
____________________________________________________
Lisa Donahue
Senior Vice President and Chief Financial Officer
Calpine Corporation

 

Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Calpine Corporation (the “Company”) on Form 10-K for the period ending December 31, 2006, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his or her knowledge, based upon a review of the Report:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 
/s/ Robert P. May	 	 	 	 
/s/ Lisa Donahue	 	 	
 
Robert P. May	 	 	 	 
Lisa Donahue	 	 	
Chief Executive Officer	 	 	 	Senior Vice President and Chief Financial Officer	
Calpine Corporation	 	 	 	Calpine Corporation	 	 	
Dated: March 14, 2007
A signed original of this written statement required by Section 906 has been provided to Calpine Corporation and will be retained by Calpine Corporation and furnished to the Securities and Exchange Commission or its staff upon request.