EX-10 3 ex10113.htm

Exhibit 10.1.1.3

CONSENT

CONSENT, dated as of June 28, 2006 (this “Consent”), under 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) LLCand 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 hereto (collectively, the “Lenders”).

W I T N E S S E T H :

WHEREAS, the Borrower, the Lenders and the Agents are parties to the Credit Agreement;

WHEREAS, the Borrower has entered into the Settlement Agreement, dated as of June 14, 2006 between, the Borrower, South Point Energy Center, LLC (“South Point”), Broad River Energy, LLC (“Broad River”), on the one hand, and Broad River OL-1, LLC, Broad River OL-2, LLC, Broad River OL-3, LLC and Broad River OL-4, LLC (collectively the “Broad River Owner Lessors”), South Point OL-1, LLC, South Point OL-2, LLC, South Point OL-3, LLC and South Point OL-4, LLC, and SBR OP-1, LLC, SBR OP-2, LLC, SBR OP-3, LLC and SBR OP-4, LLC, on the other hand, pursuant to which (a) the parties have agreed to amendcertain contracts and leases related to the Broad River facilities and South Point facilities, (b) Broad River and South Point have agreed to assume certain contracts and leases relating to the Broad River and South Point facilities, and (c) Broad River has agreed, subject to obtaining this consent, to grant to the Broad River Owner Lessors a temporary Lien on, and subsequently assigning to the Broad River Owner Lessors, the Power Purchase Agreements dated December 31, 1998 and July 7, 2000, respectively, between Broad River and Carolina Power and Light Company (the “PPA Assignments”);

 

 

2

 

 

WHEREAS, the Borrower has requested that the Lenders agree to consent under the Credit Agreement to the PPA Assignments; and

WHEREAS, the Lenders have agreed to such requested consent, 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:

SECTION 1.      DEFINITIONS.  Unless otherwise defined herein, capitalized terms are used herein as defined in the Credit Agreement.

SECTION 2.       CONSENT.  Effective upon entry by the Bankruptcy Court on the docket in the Cases of a final, non-appealable order or orders of the Bankruptcy Court, in each case, in form and substance reasonably acceptable to the Administrative Agents, approving the Settlement Agreement (the “Approval Order”), the Lenders hereby consent to the PPA Assignment pursuant to the Settlement Agreement as approved by the Approval Order.

 

SECTION 3.

CONDITIONS PRECEDENT.

3.1          Effective Date.  This Consent 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 Consent duly executed by (A) the Borrower and the Guarantors and (B) the Required Lenders; and

(b)          No Default.  After giving effect to this Consent, 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 Consent, the Borrower hereby represents and warrants to the Administrative Agents and the Lenders that after giving effect to this Consent, 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 modified hereby.

 

4.2

Loan Document.  This Consent constitutes a Loan Document.

 

 

3

 

 

4.3          GOVERNING LAW.  THIS CONSENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO THIS CONSENT, 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 Consent 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 Consent 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 Consent 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 Consent, 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 Consent shall constitute an indication of the Lenders’ willingness to consent to any other amendment, waiver or other modification of any other provision of the Credit Agreement or a waiver of any Default or Event of Default not referenced in this Consent or for any other time period.

4.8          Headings.  Section headings used in this Consent are for convenience of reference only, are not part of this Consent and are not to affect the constructions of, or to be taken into consideration in interpreting, this Consent.

 

 

4

 

 

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

 

BORROWER:

 

CALPINE CORPORATION

 

 

By:

        /s/  Robert E. Fishman                  

 

Name:

Robert E. Fishman

 

 

Title:

Executive Vice President

 

 

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

 

Guarantors - Consent

 

 

 

CALPINE KIA, INC.

CALPINE LEASING INC.

CALPINE LONG ISLAND, INC.

CALPINE LOST PINES OPERATIONS, INC.

CALPINE 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.

 

Guarantors - Consent

 

 

 

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

 

Guarantors - Consent

 

 

 

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.

 

Guarantors - Consent

 

 

 

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

 

 

 

Guarantors - Consent

 

 

 

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

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

FIRST LIEN

 

NAME OF INSTITUTION:

 

CREDIT SUISSE, CAYMAN ISLANDS BRANCH

 

 

By:

        /s/    Dana F. Klein                                                 

 

Name:

Dana F. Klein

 

 

Title:

Managing Director

 

 

 

By:

        /s/    Michael T. Wotanowski                                

 

Name:

Michael T. Wotanowski

 

 

Title:

Vice President

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

FIRST AND SECOND LIEN

 

NAME OF INSTITUTION:

 

CREDIT SUISSE CAPITAL LLC

 

 

By:

        /s/    Michael T. Wotanowski                                

 

Name:

Michael T. Wotanowski

 

 

Title:

Vice President

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

General Electric Capital Corporation

 

 

By:

        /s/Ali Imran Mirza                                                   

 

Name:

Ali Imran Mirza

 

 

Title:

Duly Authorized Signatory

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

LANDESBANK HESSEN-THÜRINGEN

 

 

By:

        /s/    Erica A. Egan                                                 

 

Name:

Erica A. Egan

 

 

Title:

Vice President

 

 

Corporate Finance Division

 

 

Structured Finance Dept.

 

 

 

By:

        /s/    David A. Leech                                               

 

Name:

David A. Leech

 

 

Title:

Senior Vice President

 

 

Manager, Corporate Finance

 

 

Corporate Finance Division

 

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Union Bank of California, N.A.

 

 

By:

        /s/    Bryan Read                                                     

 

Name:

Bryan Read

 

 

Title:

Vice President

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

TRICAP MANAGEMENT LIMITED

 

 

By:

        /s/    Bryan Davis                                                     

 

Name:

Bryan Davis

 

 

Title:

Vice President

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Oppenheimer Senior Floating Rate Fund

 

 

By:

        /s/    Jason Reuter                                                   

 

Name:

Jason Reuter

 

 

Title:

Manager

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

HarbourView 2006-1, Ltd.

 

 

By:

        /s/    Jason Reuter                                                   

 

Name:

Jason Reuter

 

 

Title:

Manager

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

BEAR STEARNS CREDIT PRODUCTS INC.

 

 

By:

        /s/    Jeffery Tuck                                                     

 

Name:

Jeffery Tuck

 

 

Title:

Authorized Signatory

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Erste Bank der Oesterreichischen Sparkassen AG

 

 

By:

        /s/    Patrick W. Kunkel                                          

 

Name:

Patrick W. Kunkel

 

 

Title:

Director

 

 

 

By:

        /s/    John Fay                                                         

 

Name:

John Fay

 

 

Title:

Director

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Fortress Credit Investments I, LTD.

 

 

By:

        /s/    Glenn P. Cummins                                        

 

Name:

Glenn P. Cummins

 

 

Title:

Chief Financial Officer

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Fortress Credit Investments II, LTD.

 

 

By:

        /s/    Glenn P. Cummins                                        

 

Name:

Glenn P. Cummins

 

 

Title:

Chief Financial Officer

 

 

 

 

 

 

CALPINE DIP – 2ND LIEN

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Taconic Capital Partners 1.5 LP

 

by Taconic Capital Advisors LLC, as Investment Advisor

 

 

By:

        /s/    Christopher DeLong                                      

 

Name:

Christopher DeLong

 

 

Title:

Principal

 

 

< PAGE >

 

CALPINE DIP – 1ST LIEN

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Taconic Capital Partners 1.5 LP

by Taconic Capital Advisors LLC, as Investment Advisor

 

 

By:

        /s/    Christopher DeLong                                      

 

Name:

Christopher DeLong

 

 

Title:

Principal

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Grand Central Asset Trust, DHM Series

 

 

By:

        /s/    Beata Konopko                                               

 

Name:

Beata Konopko

 

 

Title:

As attorney in fact

 

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

OCM High Yield Plus Fund, L.P.

 

 

By:

OCM High Yield Plus Fund GP, LLC

Its: General Partner

 

 

By:

Oaktree Capital Management, LLC

Its: Managing Member

 

 

By:

        /s/    Timothy J. Andrews                                      

 

Name:

Timothy J. Andrews

 

 

Title:

Managing Director

 

 

 

By:

        /s/    Richard Ting                                                   

 

Name:

Richard Ting

 

 

Title:

Senior Vice President

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Restoration Holdings, LTD

 

 

By:

        /s/    Ivona Smith                                                     

 

Name:

Ivona Smith

 

 

Title:

Principal

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

HFR DS Restoration Master Trust

 

 

By:

        /s/    Ivona Smith                                                     

 

Name:

Ivona Smith

 

 

Title:

Manager

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

WATERVILLE FUNDING LLC

 

 

By:

        /s/    M. Cristina Higgins                                        

 

Name:

M. Cristina Higgins

 

 

Title:

Assistant Vice President

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

BlueMountain CLO Ltd:

 

 

By:

        /s/    Kimberly Reina                                               

 

Name:

Kimberly Reina

 

 

Title:

Associate

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

BlueMountain CLO II Ltd:

 

 

By:

        /s/    Kimberly Reina                                               

 

Name:

Kimberly Reina

 

 

Title:

Associate

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Highland Floating Rate Advantage Fund

 

 

By:

        /s/    Mickey Minces                                               

 

Name:

Mickey Minces

 

 

Title:

Compliance Officer

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Highland Floating Rate LLC

 

 

By:

        /s/    Mickey Minces                                               

 

Name:

Mickey Minces

 

 

Title:

Compliance Officer

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Highland Legacy Limited

 

By:

Highland Capital Management, L.P.,

As Collateral Manager

 

By:

Strand Advisors, Inc., Its General Partner

 

 

By:

        /s/    J. Kevin Ciavarra                                             

 

Name:

J. Kevin Ciavarra

 

 

Title:

Officer

 

 

Highland Capital Management, L.P.

 

 

By: the General Partner,

 

 

Strand Advisors, Inc.

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Loan Funding IV LLC

 

By:

Highland Capital Management, L.P.,

As Collateral Manager

 

By:

Strand Advisors, Inc., Its General Partner

 

 

By:

        /s/    J. Kevin Ciavarra                                             

 

Name:

J. Kevin Ciavarra

 

 

Title:

Officer

 

 

Highland Capital Management, L.P.

 

 

By: the General Partner,

 

 

Strand Advisors, Inc.

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Loan Funding VII LLC

 

By:

Highland Capital Management, L.P.,

As Collateral Manager

 

By:

Strand Advisors, Inc., Its General Partner

 

 

By:

        /s/    J. Kevin Ciavarra                                             

 

Name:

J. Kevin Ciavarra

 

 

Title:

Officer

 

 

Highland Capital Management, L.P.

 

 

By: the General Partner,

 

 

Strand Advisors, Inc.

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Rockwall CDO LTD.

 

By:

Highland Capital Management, L.P.,

As Collateral Manager

 

By:

Strand Advisors, Inc., Its General Partner

 

 

By:

        /s/    J. Kevin Ciavarra                                             

 

Name:

J. Kevin Ciavarra

 

 

Title:

Officer

 

 

Highland Capital Management, L.P.

 

 

By: the General Partner,

 

 

Strand Advisors, Inc.

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Liberty CLO, Ltd.

 

By:

Highland Capital Management, L.P.,

As Collateral Manager

 

By:

Strand Advisors, Inc., Its General Partner

 

 

By:

        /s/    J. Kevin Ciavarra                                             

 

Name:

J. Kevin Ciavarra

 

 

Title:

Officer

 

 

Highland Capital Management, L.P.

 

 

By: the General Partner,

 

 

Strand Advisors, Inc.

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Sankaty Advisors, LLC as Collateral Manager for Loan

Funding XI LLC, As Term Lender

 

 

By:

        /s/    James F. Kellogg III                                      

 

Name:

James F. Kellogg III

 

 

Title:

Managing Director

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Sankaty Advisors, LLC as Collateral Manager for Castle

Hill III CLO, Limited, as Term Lender

 

 

By:

        /s/    James F. Kellogg III                                      

 

Name:

James F. Kellogg III

 

 

Title:

Managing Director

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Sankaty Advisors, LLC as Collateral Manager for Race

Point III, CLO Ltd., As Term Lender

 

 

By:

        /s/    James F. Kellogg III                                      

 

Name:

James F. Kellogg III

 

 

Title:

Managing Director

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Sankaty Advisors, LLC as Collateral Manager for Race

Point CLO, Limited, As Term Lender

 

 

By:

        /s/    James F. Kellogg III                                      

 

Name:

James F. Kellogg III

 

 

Title:

Managing Director

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Sankaty Advisors, LLC as Collateral Manager for

Prospect Funding I, LLC, As Term Lender

 

 

By:

        /s/    James F. Kellogg III                                      

 

Name:

James F. Kellogg III

 

 

Title:

Managing Director

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Sankaty Advisors, LLC as Collateral Manager for Castle

Hill II – INGOTS, Ltd., as Term Lender

 

 

By:

        /s/    James F. Kellogg III                                      

 

Name:

James F. Kellogg III

 

 

Title:

Managing Director

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Chatham Light II CLO, Limited, by Sankaty Advisors,

LLC, as Collateral Manager

 

 

By:

        /s/    James F. Kellogg III                                      

 

Name:

James F. Kellogg III

 

 

Title:

Managing Director

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

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

Advisors

 

 

By:

        /s/    James F. Kellogg III                                      

 

Name:

James F. Kellogg III

 

 

Title:

Managing Director

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Sankaty High Yield Partners, II, L.P.

 

 

By:

        /s/    James F. Kellogg III                                      

 

Name:

James F. Kellogg III

 

 

Title:

Managing Director

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Sankaty High Yield Partners, III, L.P.

 

 

By:

        /s/    James F. Kellogg III                                      

 

Name:

James F. Kellogg III

 

 

Title:

Managing Director

 

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

HARBOUR TOWN FUNDING LLC

 

 

By:

        /s/    M. Cristina Higgins                                        

 

Name:

M. Cristina Higgins

 

 

Title:

Assistant Vice President

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

LONG LANE MASTER TRUST IV

 

 

By:

        /s/    M. Cristina Higgins                                        

 

Name:

M. Cristina Higgins

 

 

Title:

Assistant Vice President

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

SKY CBNA LOAN FUNDING

 

 

By:

        /s/    Lori Phillips                                                     

 

Name:

Lori Phillips

 

 

Title:

Authorized Signatory

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Freestyle Special Opportunities Master Fund, Ltd.

 

 

By:

        /s/    Adrian Mackay                                               

 

Name:

Adrian Mackay

 

 

Title:

Managing Member of Freestyle

 

 

Fund Services Company LLC,

 

 

Investment Manager

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

SOL Loan Funding LLC for itself or as

agent for SOL2 Loan Funding LLC

 

 

By:

        /s/    Roy Hykal                                                       

 

Name:

Roy Hykal

 

 

Title:

Attorney-in-fact

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

LightPoint CLO 2004-I, Ltd.

Premium Loan Trust I, Ltd.

LightPoint CLO III, Ltd.

LightPoint CLI IV, Ltd.

 

 

By:

        /s/    Colin Donlan                                                   

 

Name:

Colin Donlan

 

 

Title:

Director

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

TRS CALLISTO LLC

 

 

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/    Edward Schaffer                                             

 

Name:

Edward Schaffer

 

 

Title:

Vice President

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

TRS CALLISTO LLC

 

 

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/    Edward Schaffer                                             

 

Name:

Edward Schaffer

 

 

Title:

Vice President

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Taconic Capital Partners 1.5 LP

 

 

By:

Taconic Capital Advisors LLC,

as Investment Advisor

 

 

By:

        /s/    Christopher DeLong                                      

 

Name:

Christopher DeLong

 

 

Title:

Principal

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

CSAM Funding IV

 

 

By:

        /s/    Thomas Flannery                                             

 

Name:

Thomas Flannery

 

 

Title:

Authorized Signatory

 

 

DIP Revolver

Second Priority DIP Term Loan

First Priority DIP Term Loan

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Atrium III

 

 

By:

        /s/    Thomas Flannery                                             

 

Name:

Thomas Flannery

 

 

Title:

Authorized Signatory

 

 

DIP Revolver

Second Priority DIP Term Loan

First Priority DIP Term Loan

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Atrium V

 

 

By:

        /s/    Thomas Flannery                                             

 

Name:

Thomas Flannery

 

 

Title:

Authorized Signatory

 

 

DIP Revolver

Second Priority DIP Term Loan

First Priority DIP Term Loan

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Madison Park Funding II, Ltd.

 

 

By:

        /s/    Thomas Flannery                                             

 

Name:

Thomas Flannery

 

 

Title:

Authorized Signatory

 

 

DIP Revolver

Second Priority DIP Term Loan

First Priority DIP Term Loan

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

CSAM FUNDING I

 

 

By:

        /s/    Thomas Flannery                                             

 

Name:

Thomas Flannery

 

 

Title:

Authorized Signatory

 

 

DIP Revolver

Second Priority DIP Term Loan

First Priority DIP Term Loan

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Atrium CDO

 

 

By:

        /s/    Thomas Flannery                                             

 

Name:

Thomas Flannery

 

 

Title:

Authorized Signatory

 

 

DIP Revolver

Second Priority DIP Term Loan

First Priority DIP Term Loan

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

CS Credit Strageies Master Fund, Ltd.

 

 

By:

        /s/    Thomas Flannery                                             

 

Name:

Thomas Flannery

 

 

Title:

Authorized Signatory

 

 

DIP Revolver

TRS-CS-1st Lien L+0.55%

TRS-CS Second Priority DIP TL L + 0.55%

TRS-CS-First Priority DIP TL L + 0.55%

Margin Deposit – 1st Lien DIP TL

Margin Deposit – 2nd Lien DIP TL

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

CSAM FUNDING III

 

 

By:

        /s/    Thomas Flannery                                             

 

Name:

Thomas Flannery

 

 

Title:

Authorized Signatory

 

 

DIP Revolver

Second Priority DIP Term Loan

First Priority DIP Term Loan

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

DUNES FUNDING LLC

 

 

By:

        /s/    M. Cristina Higgins                                        

 

Name:

M. Cristina Higgins

 

 

Title:

Assistant Vice President

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

Durham Acquisition Co., LLC

 

 

By:

        /s/    Christopher Mackey                                      

 

Name:

Christopher Mackey

 

 

Title:

Managing Principal

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

Credit Genesis CLO 2005-1 Ltd.

 

 

By:

        /s/    Christopher Mackey                                      

 

Name:

Christopher Mackey

 

 

Title:

Managing Principal

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

TRS VENOR LLC

 

By:

DEUTSCHE BANK AG

CAYMAN ISLANDS BRANCH, ITS SOLE MEMBER

 

By:

DB SERVICES NEW JERSEY, INC.

 

 

By:

        /s/    Alice L. Wagner                                             

 

Name:

Alice L. Wagner

 

 

Title:

Vice President

 

 

 

By:

        /s/    Michelle M. McCarthy                                  

 

Name:

Michelle M. McCarthy

 

 

Title:

Authorized Signatory

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

TRS BRUIN LLC

 

By:

DEUTSCHE BANK AG

CAYMAN ISLANDS BRANCH, ITS SOLE MEMBER

 

By:

DB SERVICES NEW JERSEY, INC.

 

 

By:

        /s/    Alice L. Wagner                                             

 

Name:

Alice L. Wagner

 

 

Title:

Vice President

 

 

 

By:

        /s/    Michelle M. McCarthy                                  

 

Name:

Michelle M. McCarthy

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

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/ Suzanne Smith                                                   

 

Name:

Suzanne Smith

 

 

Title:

As Attorney In Fact

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Four Corners CLO II, LTD.

 

 

By:

        /s/ Suzanne Smith                                                   

 

Name:

Suzanne Smith

 

 

Title:

As Attorney In Fact

 

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

TRS IO LLC

 

By:

DEUTSCHE BANK AG

CAYMAN ISLANDS BRANCH, ITS SOLE MEMBER

 

By:

DB SERVICES NEW JERSEY, INC.

 

 

By:

        /s/    Alice L. Wagner                                             

 

Name:

Alice L. Wagner

 

 

Title:

Vice President

 

 

 

By:

        /s/    Michelle M. McCarthy                                  

 

Name:

Michelle M. McCarthy

 

 

Title:

Authorized Signatory

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

HSH Nordbank

 

 

By:

        /s/    Thomas Emmons                                             

 

Name:

Thomas Emmons

 

 

Title:

Senior Vice President

 

 

 

By:

        /s/    Steven R. Pottle                                               

 

Name:

Steven R. Pottle

 

 

Title:

Vice President

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

CONTINENTAL CASUALTY COMPANY

 

 

By:

        /s/    Marilou R. McGirr                                        

 

Name:

Marilou R. McGirr

 

 

Title:

Vice President and Assistant Treasurer

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Raven Credit Opportunities Master Fund, Ltd.

By Raven Asset Management LLC

As Investment Advisor

 

 

By:

        /s/    Kevin Gerlitz                                                   

 

Name:

Kevin Gerlitz

 

 

Title:

CFO/COO

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

MERRILL LYNCH CREDIT PRODUCTS, LLC

 

 

By:

        /s/    Neyda Darias                                                   

 

Name:

Neyda Darias

 

 

Title:

Vice President

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

ARES ENHANCED LOAN INVESTMENT

STRATEGY, LTD.

 

 

By:

Ares Enhanced Loan Management, L.P.,

Investment Manager

 

 

By:

Ares Enhanced Loan GP, LLC,

Its General Partner

 

 

By:

        /s/    David A. Sachs                                               

 

Name:

David A. Sachs

 

 

Title:

Vice President

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

ARES ENHANCED LOAN INVESTMENT STRATEGY II, LTD.

 

 

By:

Ares Enhanced Loan Management, L.P.,

Investment Manager

 

 

By:

Ares Enhanced Loan GP, LLC,

Its General Partner

 

 

By:

        /s/    David A. Sachs                                               

 

Name:

David A. Sachs

 

 

Title:

Vice President

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Ares X CLO Ltd.

 

 

By:

Ares CLO Management X, L.P., Investment Manager

 

 

By:

Ares CLO GP X, LLC,

Its General Partner

 

 

By:

        /s/    David A. Sachs                                               

 

Name:

David A. Sachs

 

 

Title:

Vice President

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

ARES IIR CLO Management IIR, L.P.

 

 

By:

Ares CLO Management IIR, L.P., Investment Manager

 

 

By:

Ares CLO GP IIR, LLC,

Its General Partner

 

 

By:

        /s/    David A. Sachs                                               

 

Name:

David A. Sachs

 

 

Title:

Vice President

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

ARES VR CLO Ltd.

 

 

By:

Ares CLO Management VR, L.P., Investment Manager

 

 

By:

Ares CLO GP VR, LLC,

Its General Partner

 

 

By:

        /s/    David A. Sachs                                               

 

Name:

David A. Sachs

 

 

Title:

Vice President

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

ARES VIR CLO Ltd.

 

 

By:

Ares CLO Management VIR, L.P., Investment Manager

 

 

By:

Ares CLO GP VIR, LLC,

Its General Partner

 

 

By:

        /s/    David A. Sachs                                               

 

Name:

David A. Sachs

 

 

Title:

Vice President

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

ARES VIII CLO Ltd.

 

 

By:

Ares CLO Management VIII, L.P., Investment Manager

 

 

By:

Ares CLO GP VIII, LLC,

Its General Partner

 

 

By:

        /s/    David A. Sachs                                               

 

Name:

David A. Sachs

 

 

Title:

Vice President

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

ARES IX CLO Ltd.

 

 

By:

Ares CLO Management IX, L.P., Investment Manager

 

 

By:

Ares CLO GP IX, LLC,

Its General Partner

 

 

By:

        /s/    David A. Sachs                                               

 

Name:

David A. Sachs

 

 

Title:

Vice President

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

CONFLUENT 2 LIMITED

 

By:

Ares Private Account Management I, L.P., as Sub-Manager

 

 

By:

Ares Private Account Management I GP, LLC, as General Partner

 

 

By:

Ares Management LLC, As Manager

 

 

By:

        /s/    David A. Sachs                                               

 

Name:

David A. Sachs

 

 

Title:

Vice President

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

WIND RIVER CLO I LTD.

 

By:

McDonnell Investment Management, LLC, as

Manager

 

 

By:

        /s/    Kathleen A. Zarn                                             

 

Name:

Kathleen A. Zarn

 

 

Title:

Vice President

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

WIND RIVER CLO II LTD.

 

By:

McDonnell Investment Management, LLC, as

Manager

 

 

By:

        /s/    Kathleen A. Zarn                                             

 

Name:

Kathleen A. Zarn

 

 

Title:

Vice President

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

MCDONNELL LOAN OPPORTUNITY LTD.

 

By:

McDonnell Investment Management, LLC, as

Investment Manager

 

 

By:

        /s/    Kathleen A. Zarn                                             

 

Name:

Kathleen A. Zarn

 

 

Title:

Vice President

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

GANNETT PEAK CLO I, LTD.

 

By:

McDonnell Investment Management, LLC, as

Investment Manager

 

 

By:

        /s/    Kathleen A. Zarn                                             

 

Name:

Kathleen A. Zarn

 

 

Title:

Vice President

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

KC CLO II PLC.

 

 

By:

        /s/    Irina Bo      va                                          

 

Name:

Irina Bo___va

 

 

Title:

Vice President

 

 

 

By:

        /s/                       Martin                                

 

Name:

                Martin

 

 

Title:

Vice President

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Thracia, LLC

 

 

By:

        /s/    Frank Argenziano                                          

 

Name:

Frank Argenziano

 

 

Title:

CFO

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Union Bank of California, N.A.

 

 

By:

        /s/    Bryan Read                                                     

 

Name:

Bryan Read

 

 

Title:

Vice President

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Grand Central Asset Trust, STK Series

 

 

By:

                                                                                          

 

Name:

 

 

Title:

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Grand Central Asset Trust, BAS Series

 

 

By:

        /s/    Beata Konopko                                               

 

Name:

Beata Konopko

 

 

Title:

As attorney in fact

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

Grand Central Asset Trust, STK Series

 

 

By:

        /s/    Beata Konopko                                               

 

Name:

Beata Konopko

 

 

Title:

As attorney in fact

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE

INCOME FUND

 

By:

Four Corners Capital Management LLC

As Sub-Advisor

 

 

By:

        /s/    Vijay Srinivasan                                             

 

Name:

Vijay Srinivasan

 

 

Title:

Vice President

 

 

FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE

INCOME FUND II

 

By:

Four Corners Capital Management LLC

As Sub-Advisor

 

 

By:

        /s/    Vijay Srinivasan                                             

 

Name:

Vijay Srinivasan

 

 

Title:

Vice President

 

 

SECURITY INCOME FUND-INCOME OPPORTUNITY SERIES

 

By:

Four Corners Capital Management LLC

As Sub-Advisors

 

 

By:

        /s/    Vijay Srinivasan                                             

 

Name:

Vijay Srinivasan

 

 

Title:

Vice President

 

 

MACQUARIE/FIRST TRUST GLOBAL

INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND

 

By:

Four Corners Capital Management LLC

As Sub-Advisors

 

 

By:

        /s/    Vijay Srinivasan                                             

 

Name:

Vijay Srinivasan

 

 

Title:

Vice President

 

 

 

 

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

FORTRESS PORTFOLIO TRUST

 

BY:

Four Corners Capital Management LLC,

As Investment Manager

 

 

By:

        /s/    Vijay Srinivasan                                             

 

Name:

Vijay Srinivasan

 

 

Title:

Vice President

 

 

FOUR CORNERS CLO 2005-I, LLC

 

By:

Four Corners Capital Management LLC,

As Investment Manager

 

 

By:

        /s/    Vijay Srinivasan                                             

 

Name:

Vijay Srinivasan

 

 

Title:

Vice President

 

 

< PAGE >

 

SIGNATURE PAGE TO CONSENT DATED AS OF

JUNE __, 2006 TO THE AMENDED AND

RESTATED REVOLVING CREDIT, TERM LOAN

AND GUARANTEE AGREEMENT, DATED AS

OF FEBRUARY 23, 2006, AMONG CALPINE

CORPORATION, THE SUBSIDIARIES OF

CALPINE CORPORATION NAMED THEREIN,

THE LENDERS FROM TIME TO TIME PARTIES

THERETO, CREDIT SUISSE AND DEUTSCHE

BANK TRUST COMPANY AMERICAS, AS

ADMINISTRATIVE AGENT AND THE OTHER

AGENTS PARTIES THERETO.

 

NAME OF INSTITUTION:

 

AUGUSTA TRADING LLC

 

 

By:

        /s/    M. Cristina Higgins                                        

 

Name:

M. Cristina Higgins

 

 

Title:

Assistant Vice President