Selected Information in Calpine Exit Facility Lenders' Presentation

SPECIAL NOTICE REGARDING PUBLICLY AVAILABLE INFORMATION

CALPINE CORPORATION (THE “COMPANY”) HAS REPRESENTED THAT THE INFORMATION CONTAINED IN THIS PRESENTATION IS EITHER PUBLICLY

AVAILABLE OR DOES NOT CONSTITUTE MATERIAL NON-PUBLIC INFORMATION WITH RESPECT TO THE COMPANY (AS DEFINED HEREIN) OR ITS

SECURITIES. THE RECIPIENT OF THIS PRESENTATION ACKNOWLEDGES THAT OTHER LENDERS HAVE RECEIVED A CONFIDENTIAL PRESENTATION

THAT

CONTAINS

ADDITIONAL

INFORMATION

WITH

RESPECT

THE

COMPANY

ITS

SECURITIES

THAT

MAY

MATERIAL.

NEITHER

THE

COMP

ANY NOR THE LEAD ARRANGERS TAKES ANY RESPONSIBILITY FOR THE RECIPIENT'S DECISION TO LIMIT THE SCOPE OF THE INFORMATION IT HAS

OBTAINED IN CONNECTION WITH ITS EVALUATION OF THE COMPANY AND THE FACILITY.

CALPINE EXIT FACILITY LENDERS’

PRESENTATION

PUBLIC INFORMATION

JANUARY 8, 2008

Exhibit 99.2

FORWARD-LOOKING STATEMENT

The Evaluation Material may include certain matters that may be considered "forward-looking" statements within the

meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as

amended, including statements regarding the intent, belief or current expectations of Calpine Corporation and its

subsidiaries (the “Company”

and its management). Recipients are cautioned that any such forward-looking statements are

not guarantees of future performance and involve a number of risks and uncertainties that could materially affect actual

results such as, but not limited to: (i) the Company's ability to continue as a going concern; (ii) the ability of the Company to

operate pursuant to the terms of the Facilities; (iii)

the ability of the Company to develop, prosecute, confirm and

consummate one or more plans of reorganization with respect to the Chapter 11 cases; (iv) the ability of the Company to

obtain and maintain normal terms with vendors and service providers; (v) the Company's ability to maintain contracts that

are critical to its operations; (vi) the potential adverse impact of the Chapter 11 cases on the Company's liquidity or results

of operations; (vii) the ability of the Company to fund and execute its business plan; (viii) the ability of the Company to

attract, motivate and/or retain key executives and associates; (ix) the ability of the Company to attract and retain

customers; and (x) other risks identified from time-to-time in the Company's reports and registration statements filed with

the SEC, including the risk factors identified in its Annual Report on Form 10-K for the year ended December 31, 2006, and

its Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, which can also be found on the Company's

website at www.calpine.com. The Company undertakes no duty to update this Evaluation Material.

Transaction

and

Introduction

Vivek

Bantwal, Managing Director, Goldman

Sachs

Calpine Overview. . . . . . . . . . . . . . . . . . . . . . Robert P. May, CEO

Restructuring Accomplishments. . . . . . . . . . . . . Gregory

Doody,

Exec.

VP,

General

Counsel

Secretary

Operations Overview. . . . . . . . . . . . . . . . . . . . Todd Filsinger, Managing Partner, PA Consulting

Financial Results and Business Plan Overview. . . . Lisa J. Donahue, SVP, CFO

Transaction Overview . . . . . . . . . . . . . . . . . . . Zamir

Rauf, SVP Finance and Treasurer

Process and Timeline. . . . . . . . . . . . . . . . . . . . David Lischer, Managing Director, Goldman Sachs

AGENDA

TRANSACTION OVERVIEW

•

The Existing Exit Facility comprised of:

—

$1.0 billion First Lien Exit Revolving Facility

—

$4.0 billion First Lien Exit Term Loan

•

Additional $2.6 billion of Exit Term Loan Facilities consisting of:

—

$2.3 billion Additional First Lien Exit Term Loan

—

$300 million First Lien Bridge Facility

•

The additional loans will be used principally for the repayment of Calpine’s pre-

petition existing Second Lien Debt

Calpine is launching an amendment to the Existing DIP Facility (the “Amendment”)

in order to modify the $5.0 billion existing senior

secured

exit

financing (the

“Existing Exit Facility”) into exit financing that, together with additional exit

financing described below, will constitute a $7.6 billion New Exit Facility

COMPANY OVERVIEW

•

Founded in 1984, Calpine is a major U.S. power company, capable of delivering nearly

24,000 megawatts (“MW”) of clean, cost-effective, reliable and fuel-efficient electricity

to customers and communities in 18 states in the U.S.

•

Calpine owns or leases interests in 80

power plants with nearly 24,000 MW of generating

capacity

—

Fleet is primarily natural gas-fired, with the exception of the Company’s

geothermal plants

•

Since its founding more than two decades ago, Calpine has led the power industry in its

unwavering commitment to clean, energy-efficient and renewable power generation

•

Today, Calpine is the nation’s largest combined heat and power (cogeneration) and

renewable geothermal power provider

___________________________________

(1)

Excludes Calpine’s 3 development or construction plants, Otay Mesa, Russell City and Greenfield

CALPINE SOURCES OF VALUE

Commercial Operations

•

Calpine’s scale and

concentration in certain

markets enables Calpine to

effectively manage risk and

optimize fleet dispatch

Power Operations

•

Calpine's scale in gas-fired and

geothermal generation and

associated expertise in capital

projects and efficiency

improvements provides an

advantage in the marketplace

Asset Portfolio

•

Calpine owns valuable,

competitive assets in key

North American markets

•

Calpine continues to have a

growth pipeline

•

Calpine’s fleet is

environmentally friendly

CALPINE —

A MAJOR POWER COMPANY

Top Ten U.S. Merchants by Total Capacity¹

Top Ten U.S. Merchants by Gas Fired Capacity¹

___________________________________

Source:

Company websites and public filings

(1)

Operating capacity excludes Goldendale, Aries, Parlin, Newark, Pryor, Acadia, Hillabee, Fremont, Washington Parish, Otay Mesa, Russell City and Greenfield. Included in the operating capacity is the

non operational plant Philadelphia Water. Total generating capacity including Calpine’s net ownership in development and construction/development plants (Otay Mesa, Russell City and Greenfield) is

25,335 MW.

10,677

10,711

23,126

23,554

4,166

6,473

6,538

6,970

8,946

10,000

5,000

10,000

15,000

20,000

25,000

30,000

27,184

25,543

23,851

22,790

18,100

17,035

15,702

13,343

10,650

8,677

5,000

10,000

15,000

20,000

25,000

30,000

•

Capitalizing on Calpine’s strong foundation and rich heritage

—

Dedicated and skilled workforce

—

High-quality portfolio of assets, well diversified geographically

—

Focused on clean, cost-effective, fuel-efficient generation

Low-carbon, natural gas-fired power plants

World’s largest renewable fleet of geothermal power plants

—

Maximize value of existing power plant portfolio

—

Identify and pursue new growth opportunities

THE NEW CALPINE

RESTRUCTURING ACCOMPLISHMENTS

Overview

•

December 20, 2005 -

Filed for Chapter 11 protection

•

June 20, 2007 -

Filed Joint Plan of Reorganization and Disclosure Statement

•

September 26, 2007 –

Fourth Amended Joint Plan of Reorganization and

Disclosure Statement approved

•

December 19, 2007 –

Sixth Amended Joint Plan of Reorganization confirmed

•

Key restructuring accomplishments

—

Stabilized and streamlined our business

—

Strengthened our organization and leadership team

—

Improved results and capital structure

RESTRUCTURING ACCOMPLISHMENTS continued

Stabilized and Streamlined Our Business

•

Re-oriented our operations to focus on core power assets and markets

—

Divested or turned-over nine plants or businesses

—

Hillabee

and Fremont divestitures are in progress

—

Texas City and Clear Lake are being actively marketed

—

Reduced project debt by approximately $684 million and reduced lease obligations

—

Refocused development and construction activities

•

Contract restructuring

—

Reviewed

approximately

6,000

leases

and

executory

contracts

—

Rejected

approximately

executory

contracts

and

unexpired

leases

—

Will

reject

additional

212

executory

contracts

through

the

Plan

—

Eight

below-market

PPAs

were

either

terminated

restructured

•

Cost management

—

Reduce

overhead

costs

$180

million

annually

—

Reduction in workforce of approximately 1,096 employees

—

Closed 19 non-core office locations

RESTRUCTURING ACCOMPLISHMENTS continued

Strengthened Our Organization

•

Restructured our organization around seven functional groups

•

Restructured and simplified our corporate structures

•

Improved monitoring and reporting capabilities

•

Improved risk management organization

•

Enhanced our governance platform

Improved Results and Capital Structure

•

Lowered operating and overhead costs through restructuring efforts

•

Reduced

interest

expense,

including

through

the

repayment

the

CalGen

indebtedness

•

Maintained

strong

liquidity

and

raised

significant

proceeds

from

non-core

asset

divestitures

•

Improved our hedging programs

—

Currently, approximately 75% of gross margin is hedged for 2008

•

Total debt will

be reduced by approximately $7 billion

PLAN OF REORGANIZATION

Sixth Amended Joint Plan of Reorganization

•

Broad-based support

—

All ten classes of creditors entitled to vote on the Plan voted overwhelmingly in favor of the Plan

•

Plan provides for:

—

Calpine Corporation to continue as a going concern

—

Total Enterprise Value of $18.95 billion

—

Total funded indebtedness of approximately $10.7 billion, including $7.3 billion exit facility

—

Unsecured

creditors

receive

between

82.1%

and

100%

allowed

claims

—

Issuance of up to 500 million shares of common stock

—

Issuance of warrants to holders of former equity interests in Class E-1

—

Right to purchase up to approximately 10% of the common stock

—

Exercise

price

has

not

yet

been

determined,

but

expected

based

upon

reorganized

equity

value

$11.942

billion

—

Expiration on the later of August 25, 2008 or a date six months after the Effective Date of

the Plan

—

Re-listing on New York Stock Exchange

CALPINE CURRENT PORTFOLIO OVERVIEW

Fuel Type (MW)

Region (MW)

Dispatch Type (MW)

West Region

45 Plants

7,246 MW

Northeast &

Midwest Region

11 Plants

2,841 MW

Southeast Region

12 Plants

6,254 MW

Texas Region

12 Plants

7,510 MW

Total¹

80 Plants

23,851 MW

Gas

23,126 MW

97%

Geysers

725 MW

Texas

7,510 MW

31%

West

7,246 MW

30%

Southeast

6,254 MW

26%

Northeast and

Midwest

2,841 MW

12%

Intermediate

10,755 MW

45%

Intermediate

(Cogeneration)

7,394 MW

31%

Peaking

4,977 MW

21%

Baseload

(Geothermal)

725 MW

___________________________________

(1)

Operating capacity excludes Goldendale, Aries, Parlin, Newark, Pryor, Acadia, Hillabee, Fremont, Washington Parish, Otay Mesa, Russell City and Greenfield. Included in the

operating capacity is the non operational plant Philadelphia Water. Total generating capacity including Calpine’s net ownership in development and construction plants (Otay

Mesa, Russell City and Greenfield) is 25,335 MW.

RELATIVE FLEET CHARACTERISTICS

•

Calpine’s assets are more reliable and fuel-efficient

—

Higher availability and lower outages than national average

—

Operate at lower heat rates

•

Calpine’s fleet efficiency permits the Company to economically dispatch

its assets when it is uneconomic for other similar assets to operate

___________________________________

Sources: Calpine combined cycle data (excludes cogens): NERC Generating Availability Data System (GADS). National combined cycle data: NCF and EFOR plant data from

NERC; NHR plant data from Energy Velocity and PA Consulting Group

10%

20%

30%

40%

50%

60%

National Average +/- 1 St Dev

Calpine Average - 2005

National Average - 2005

Net Capacity Factor

10%

15%

20%

25%

30%

35%

40%

National Average +/- 1 St Dev

Calpine Average - 2005

National Average - 2005

Equiv. Forced Outage Rate

7,896

7,444

6,500

7,000

7,500

8,000

8,500

9,000

National Average +/- 1 St Dev

Calpine Average - 2005

National Average - 2005

Net Heat Rate

STRONG ENVIRONMENTAL POSITION

•

Environmental regulations slated for implementation in the next few years

include

—

and SO

regulations starting in 2009 and 2010, respectively, under

the Clean Air Interstate Rule (“CAIR”) with advantages to Calpine’s gas

fleet

—

Clean Air Mercury Rule (“CAMR”), creating a mercury cap-and-trade

program, starting in 2010 which is an advantage to a gas based fleet like

Calpine’s

•

Coal based portfolios will need to have significant Capex to meet these

future regulations, while Calpine’s gas fleet environmental Capex will be

minimal

•

As Renewable Portfolio Standards (“RPS”) increase and green prices increase-

the Geysers generation will benefit

CONTINUING FLEET WIDE INITIATIVES

•

Power Operations manages Calpine’s fleet of assets and focuses on continuous

operational improvement, including:

—

Performance Optimization Program (“POP”) focused on enhancing the total

efficiency of Calpine’s plants through implementation of best practices

gathered from across the fleet

—

Calpine Engine Optimization (“CEO”) designed to reduce heat rates and

increase power output of gas turbines through implementation of

optimized parts and components

—

Other engineering initiatives designed to optimize operations and processes

related to management of the power assets

•

Calpine is able to leverage lessons learned across the fleets for maximum

optimization

EXPANDING COMMERCIAL CAPABILITIES

•

Calpine’s commercial objective is to enhance the expected gross margin of its

portfolio of assets while stabilizing cash flows

—

Optimization of the assets through trading, dispatch and operations

—

Specific optimization targets are set annually

—

Active risk management through trading and hedging around the assets

—

New PPAs: part of commercial operations new focus

—

Hedging targets are set for a 3 year period

—

2008 hedging targets have been reached

—

2009 hedging is on target

•

Commercial operations is optimizing the use of collateral through netting

arrangements and through first lien collateral program

INCREMENTAL MARGIN RESULTS FROM OUR

COMMERCIAL OPERATIONS

Portfolio Attributes

•

Regional diversity

•

Efficient & flexible assets

•

Gas/Power integration

•

Gas supply flexibility

•

Large renewable position

Capabilities

•

Active real-time dispatch

•

Asset & valuation modeling

•

Spark spread management

•

Specialized personnel

•

Integrated process (“One

Calpine”)

Leveragable Advantages

•

Detailed market insight

•

Flexible networked position

•

Natural customer relationships

•

Scalable infrastructure

Incremental Value

•

Optimizing the asset base

through arbitrage and dispatch

•

Marketing & origination of

customized products

•

Leveraging market knowledge

to time the execution of

transactions

DEVELOPMENT EFFORTS INCLUDE OFF TAKE

AGREEMENTS

•

Calpine’s development program includes power purchase agreements

for off

take of power

•

Calpine has three projects where contractual agreements with counterparties

have been completed, totaling 2,198 MW:

—

Greenfield –

Ontario, Canada –

1,005 MW NG, Target COD –2008

—

Otay Mesa –

San Diego, CA –

593 MW NG, Target COD –2009

—

Russell City –

Hayward, CA –

600 MW NG, Target COD –2010

•

Calpine is actively pursuing off-take agreements with counterparties, totaling

790 MW:

—

Deer Park Expansion -

Deer Park, Texas –

230 MW NG CC, Cogeneration

—

Fontana –

Fontana, CA –

300 MW NG Peaker

—

Mankato Expansion -

Mankato, MN –

260 MW Peaker

MARKET BASED COMMODITY AND PLANT ASSUMPTIONS

•

The Nov 2007 Business Plan updates were prepared using a bottom-up approach in conjunction with

Calpine’s outside advisors and with extensive organizational input

•

The updated projections reflect forward prices as of June 29, 2007, and recent fundamental fuel

forecasts released by EIA, SEER and Global Insight

—

All three fundamental forecasts increased, due in part to upward

gas price pressure from LNG

development delays and higher LNG costs

•

Key changes from the previous Business Plan include:

—

Higher gas and power prices and lower projected load growth impacted by higher cost of new build

and earlier carbon legislation

—

Updated plant characteristics and new long-term contracts

___________________________________

(1)

Sources:

EIA

Annual

Energy

Outlook

2007

Early

Release,

Dec

2006,

Energy

Outlook

2006

Price

Update,

Global

Insight,

March

2007,

SEER

Natural

Gas

Report

(Reference

Case)

April 2007. Includes PA adder for carbon in 2012 and 2013.

(2)

Source: Bloomberg

Natural Gas Price Assumptions ($/MMBtu)

2008

2009

2010

2011

2012

2013

Consensus Forecast¹

$7.89

$7.66

$7.40

$7.25

$7.38

$7.45

Forward as of 06/29/2007²

8.41

8.55

8.36

8.08

7.81

n/a

Updated Business Plan Forecast

$8.41

$8.55

$8.14

$7.75

$7.38

$7.45

PRELIMINARY CALPINE CORPORATION CONSOLIDATED

2007 FORECASTED PERFORMANCE

___________________________________

Note:

Results presented on an accrual basis.

(1)

Financial close for Q4 2007 is not complete and Reorganization items and Income taxes in particular are subject to adjustment. Q4 2007 and FY 2007 forecasts are thus

preliminary, unaudited and subject to adjustment until the Company files its 2007 Form 10-K Report.

Calpine Corporation

Unaudited YTD

2007 Financial Results

Actuals at

Q4 2007

Full Year

Variance

(in $ millions)

30-Sep-2007

Forecast¹

2007 Forecast

Actuals 2006

2007 vs. 2006

Total Revenue

5,829

1,736

7,565

6,706

859

less Total Cost of Revenue

5,097

1,538

6,635

5,958

(677)

Gross Profit

732

198

930

748

182

Sales, general and administrative expense

112

146

175

Interest expense, net of interest income

1,128

314

1,442

1,183

(259)

Other (income) / expense

(110)

(6)

(116)

119

235

Net income before reorganization expense and taxes

(398)

(144)

(542)

(729)

187

Reorganization items

(3,366)

184

(3,182)

972

4,154

Net income before taxes

2,968

(328)

2,640

(1,701)

4,341

Income taxes

133

151

(87)

GAAP Net income

2,835

$(346)

2,489

$(1,765)

4,254

Adjustments to reconcile GAAP Income to Adjusted EBITDA:

Interest expense, net of interest income

1,128

314

1,442

1,183

259

Depreciation and amortization expense

383

126

509

522

(13)

Income tax provision (benefit)

133

151

Reorganization item

(3,366)

184

(3,182)

972

(4,154)

Other

(32)

(25)

(78)

Adjusted EBITDA

1,081

303

1,384

1,029

355

___________________________________

(1)

2007 preliminary forecasted EBITDAR is accrual-based (equivalent to Accrual EBITDAR). 2008 Accrual EBITDAR is based on the November Business Plan. 2008 Accrual

EBITDAR

is calculated per the definition in the Exit Facility.

EBITDAR BRIDGE: 2007 PRELIMINARY ACCRUAL

FORECAST TO 2008 ACCRUAL FORECAST

$111

$1,694

$142

$12

($4)

($13)

$1,384

$62

$200

$400

$600

$800

$1,000

$1,200

$1,400

$1,600

$1,800

$2,000

2007 Accrual

EBITDAR¹

Increase in

Regional Spark

Spread

New/Restructured

Contracts

Increase in Mark-

to-Market (net of

unrealized/equity

MTM), Trading and

Other revenue

Decrease in Plant

Operating Cost

(excluding MM

Exp), SG&A Costs

and Other

Operating Costs

Increase in

Transmission &

Royalties

Other

2008 Accrual

EBITDAR¹

($ millions)

BUSINESS PLAN OVERVIEW

•

In November 2007, Calpine management presented a Business Plan update including key developments

since the April Business Plan

—

The

financial

presentation

focuses

cash

EBITDAR

•

The Business Plan financial forecast was prepared using a bottom-up approach in conjunction with the

Company’s outside advisors and with extensive organizational input

•

Certain items that impact the forecast since April 2007 are:

—

Higher spark spreads in 2009 and higher long-term gas prices (at 29-Jun-07)

—

Benefits from new carbon regulations now expected in 2012

—

Upward pressure on cost of new builds, which influence longer-term market pricing

—

Renegotiated and received CPUC approval for the SCE contract

—

Entered

into

contracts

for

power

from

Santa

Rosa,

Hog

Bayou,

The

Geysers

and

Pastoria

—

RockGen, Santa Rosa, and Hog Bayou no longer assumed divested

—

Greenfield

and

Otay

Mesa

not

consolidated,

instead

accounted

for

equity

investments

___________________________________

(1)

Earnings before interest, tax, depreciation, amortization, major

maintenance expense and certain other adjustments, rent and reorganization items, as adjusted to reflect

the impact from equity investments in Greenfield and Otay Mesa and minority interest in Russell City.

FINANCIAL PERFORMANCE DRIVERS

•

Calpine is forecasting improved financial performance through 2013. There are numerous factors

contributing to the improved performance, including:

—

Forecasted diminishing reserve margins across the U.S.

—

Significant impact on Calpine’s key markets, ERCOT and California

—

Owners of CCGT and peaking plants will be the main beneficiaries

—

Development of regional capacity markets

—

Environmental pressures are anticipated to increase with carbon

legislation looming and rising replacement costs, particularly in California

—

Calpine’s low-carbon, cost-effective natural gas-fired generation portfolio is well

positioned as this trend continues

—

The

Geysers’

value

will

further

enhanced

the

renewable

energy

credit

market

develops

—

Power sector fundamental forecasts increased, due in part to upper gas price pressure from LNG

development delays and higher LNG costs

—

Positive

relationship

expected

exist

between

natural

gas

prices

and

Calpine’s

margins

due

to Calpine’s relative fuel efficiency

NOVEMBER 2007 BUSINESS PLAN EBITDAR FORECAST

___________________________________

Note:

Forecast excludes cash flows from assets sold, in process of being sold, or under evaluation, including Goldendale, Aries, Parlin, Newark, Pryor, Acadia, Hillabee, Fremont and

Washington

Parish.

RockGen

longer

considered

for

divestiture.

Cash

EBITDAR

after

minority

interest

for

Russell

City

and

including

income

from

equity

investments

Otay Mesa and Greenfield. Reporting for Otay Mesa changed in Q2 2007 from full consolidation to equity accounting due to terms of contractual arrangements with SDG&E.

Further

details

are

included

Calpine's

recent

SEC

quarterly

report.

For

reconciliation

net

income,

please

see

the

appendix

slide

“NET

INCOME

EBITDAR

RECONCILIATION”.

$ millions

2008

2009

2010

2011

2012

2013

Total Revenue Receipts

7,201

7,577

7,813

8,413

9,177

9,758

Fuel Cost Disbursements

(4,623)

(4,836)

(4,969)

(5,151)

(5,138)

(5,483)

Gross Margin

2,578

2,741

2,844

3,261

4,039

4,275

O&M and SG&A

$(299)

$(301)

$(313)

$(326)

$(816)

$(935)

Overhead and Other Miscellaneous

(259)

(265)

(271)

(277)

(284)

(290)

Labor

(162)

(164)

(166)

(170)

(174)

(178)

Insurance

(71)

(87)

(90)

(93)

(95)

(97)

Property Tax

(104)

(131)

(227)

(230)

(234)

(242)

Consolidated EBITDAR

1,682

1,794

1,777

2,164

2,437

2,533

Minority Interest/Equity Income EBITDAR Adjustment

Cash EBITDAR

1,702

1,892

1,852

2,231

2,510

2,605

GAAP, Mark-to-Market, Working Cap., and Other Adjustments

(8)

(203)

(50)

(111)

(76)

(67)

Accrual EBITDAR

1,694

1,689

1,802

2,121

2,435

2,538

2008E-2013E CASH EBITDAR BUILD UP

($ in millions)

$2,578

$2,741

$2,844

$3,261

$4,039

$4,275

$1,000

$2,000

$3,000

$4,000

$5,000

2008

2009

2010

2011

2012

2013

Gross Margin

Cash EBITDAR

$1,702

$1,892

$1,852

$2,231

$2,510

$2,605

$1,000

$2,000

$3,000

$4,000

$5,000

2008

2009

2010

2011

2012

2013

___________________________________

Note:

Gross Margin differs from Gross Profit. Excludes non-commodity cost of revenue items such as depreciation, plant operating costs, royalties and operating leases.

Gross Margin is reflected on a cash basis.

KEY TAKEAWAYS

•

Cash EBITDAR is forecasted to be $1,702 million in 2008 on a gross margin of

$2,578 million

•

Year-over-year growth is driven by three primary drivers

—

Fundamental

market

growth:

Growth

all

regions

and

pending

carbon

legislation drive commodity prices which in turn improves earnings

—

Cost

cutting

initiatives:

Decreased

expenses,

optimized

operations

and

increased

profitability

—

Contribution from new projects:

Major contributor to future earnings

___________________________________

(1)

Gross Margin differs from Gross Profit. Excludes non-commodity cost of revenue items such as depreciation, plant operating costs, royalties and operating leases.

Gross Margin is reflected on a cash basis.

FIRST LIEN SECURED BRIDGE FACILITY

“Asset Sale Bridge”

•

$300 million First Lien Asset Sale Bridge facility

•

This facility matures in 366 days, and will be retired with proceeds from the sale of

certain non-strategic assets, that currently do not generate any EBITDA, as well as

certain tax refunds

—

Provides an opportunity to deleverage with no impact on operating cash flow going

forward

$336.5

Total

Refunds of withholding tax previously paid

$70 mm due in Apr 08 with

remainder due Dec 08

$90.0

Tax Refunds

Partially constructed natural gas-fired

electricity generating facility

Signed agreement, with closing

expected in mid March 2008

$122.5

Hillabee

Other natural-gas fired electricity generating

assets

No agreements yet. Closing

expected in May 2008 timeframe

$200.0 plus

Other Asset Sales

Partially constructed natural gas-fired

electricity generating facility

Signed agreement, with closing

expected in mid Feb 08

$124.0

Fremont Energy Ctr

Description

Status

Approx.

Proceeds

Source

SOURCES AND USES

Sources

Amount

($mm)

Uses

Amount

($mm)

First Lien Exit Revolving Facility

Rollover First Lien DIP Revolving Facility

First Lien Exit Term Loans²

6,300

Rollover First Lien DIP Term Loan

3,844

Asset Sale Bridge Loan

300

Repayment of Existing Second Lien Debt and Claims

3,964

Other Cash and Refinancings

238

Other Claims

141

Cash on Balance Sheet

1,349

Estimated Transaction Expenses

166

Professional Fees -

Escrow

Total Sources

8,187

Total Uses

8,187

$300 million of posted letters of credit expected at close of the transaction against the $1,000 million revolving credit portion of the New Credit Facilities.

First Lien Exit Term Loans are subject to reduction pursuant to

the December 13, 2007 Commitment Letter.

September 30, 2007 balance adjusted to reflect anticipated prepayment from proceeds of ULC bonds and scheduled amortization offset by interest expense accrual.

Repayment of second lien debt includes $3,672mm of second lien principal and $292mm of accrued interest and certain other second lien claims.

Includes cash returns, change in restricted cash balances and certain refinancings.

Other Claims include the additional claims required to be paid upon exit.

CORPORATE CAPITALIZATION

___________________________________

Note:

Total existing debt excludes all ULC Notes due to Canada deconsolidation in December 2005. Unsecured debt does not include accrued pre-petition interest.

(1)

Based on 2007E Accrual EBITDAR of $1,384 million.

(2)

$45 million increase attributable to Blue Spruce and MetCalf refinancing.

(3)

$300 million of posted letters of credit expected at close of the transaction against the $1,000 million revolving credit portion of the New Credit Facilities.

(4)

Does not include $292 million of accrued pre-petition interest expense and claims.

(5)

Total pro forma debt assumes equitization of the unsecured debt.

(6)

Total

short

term

and

restricted

cash

per

September

30,

2007

10Q.

Pro

forma

cash

excludes

$1,349

million

used

the

sources

and

uses

for

this

transaction.

As of September 30, 2007

CCFC

1,079

0.8

Other Project Debt²

2,945

2,990

2.9

First Lien Revolving Facility³

2.9

First Lien Term Loan

3,980

2,320

6,300

5.8

7.5

Asset Sale Bridge Loan

300

5.8

7.7

Existing Second Lien Debt

3,672

(3,672)

8.4

7.7

Convertible Unsecured Senior Notes

1,824

(1,824)

9.8

7.7

Unsecured Senior Notes

1,880

(1,880)

11.1

7.7

Total Debt

15,380

10,669

11.1

7.7

Cash

2,264

(1,349)

915

1.6

0.7

Total Net Debt

13,116

9,754

9.5

7.0

Pro-forma Cumul.

Multiple of 2007E

EBITDAR¹

Outstanding

Amount ($mm)

Exit Financing

Adjustments

Pro-forma for

Exit Financing

($mm)

Current Cumul.

Multiple of 2007E

EBITDAR¹

NEW CREDIT FACILITIES COLLATERAL STRUCTURE

•

Existing DIP Facility is secured by first liens on all

unencumbered assets and junior liens on all

encumbered assets

•

Existing DIP Facility benefits from super priority

administrative expense claim at each debtor entity

•

Collateral for the Existing DIP Facility does not

prime the collateral of the secured corporate

bonds

•

First Lien Exit Facilities will be secured by first

liens on substantially all assets (including equity in

subsidiaries) of the Borrower and the guarantors to

the extent permitted by existing contractual

arrangements and legal requirements

CalGen

Existing DIP Facility

New Exit Facilities

Equity Pledge

Liens/Guarantees

The

Geysers

CCFC

Other

Projects

Equity Pledge

Liens/Guarantees

Calpine Corporation

First Lien Exit Facilities

Other

Projects

CalGen

The

Geysers

CCFC

Other

Projects

Calpine Corporation

Existing

Second

Lien

Debt

Existing DIP Facility

Other

Projects

COLLATERAL SUMMARY

•

First lien term loan and asset sale bridge loan share a first lien on substantially all

assets (including equity in direct or indirect subsidiaries) to the extent permitted by

existing contracts and requirements of law

•

Direct lien on The Geysers and CalGen

—

32 plants with generation capacity of 10,205 MW

•

Lien on equity investments held by Guarantors in CCFC, Rocky Mountain / Riverside

and Calpine Energy Services¹

—

8 plants with 4,840 MW of generation capacity

•

Equity

liens

remaining

plants

with

10,290

generation

capacity

the

extent

the terms of the existing contractual arrangements and requirements of

law, if reinstated, permit²

•

To the extent other projects are unencumbered, Lenders will receive a direct lien at

the entity level to the fullest extent permitted

___________________________________

(1)

Equity lien is on the residual value of the subsidiaries after project debt obligations.

(2)

Consists of 371 MW of Calpine Eastern and Cogen, 2,615 MW of Unrestricted Holdings, 3,024 MW of Calpine Central, 1,553 MW of Calpine Development Holdings (excluding

Rocky Mountain and Riverside) and 2,727 MW of other holdings.

TRANSACTION HIGHLIGHTS

Transaction highlights include:

•

Permanent financing structure with long-term maturity: March 2014 for the First Lien Exit Term Loan,

Additional First Lien Exit Term Loan, and First Lien Exit Revolving Facility

•

Sufficient cash availability in 2008 via asset sales and tax refunds to pay down the First Lien Bridge

Facility to reduce leverage levels with no prepayment penalty

•

Provides

necessary

liquidity

fund

distributions

under

Plan

Reorganization

(“POR”),

pay

fees

and

expenses,

and

for

working

capital

and

general

corporate

purposes

—

Repayment of approximately $3.7 billion pre-petition existing Second Lien Debt plus accrued

interest

Terms and Conditions of the New Exit Facility will remain substantially similar to the

Existing Exit Facility, but will include the following amendments and such other

amendments as are set forth in the Term Sheets and as GSCP may agree to:

•

Adjustment to leverage covenants to allow for the Additional First Lien Exit Term Loan Facilities and

First Lien Bridge Facility

•

Greater flexibility to operate the businesses and develop and finance new projects

•

Revised permitted annual capital expenditures

•

Enhancement of Calpine’s ability to manage commodity exposure going forward

SUMMARY INVESTMENT CONSIDERATIONS

•

Direct Lien on the 19 Geysers facilities (17 active) and 13 Calgen facilities

•

Equity lien on subsidiaries in CCFC (6 facilities) and CES if permitted

•

Equity interests in value of remaining 45 plants

Strong Asset and Collateral

Coverage

Unencumbered Geysers

Key Restructuring Benefits

Achieved Through

Reorganization

Strong Position in Key

Deregulated Markets

Competitive Portfolio

•

Strong free cash flow generation

•

Long lived geothermal reserves with high operational flexibility

•

Largest supplier of baseload green power in California

•

Optimize capital structure through leverage reduction

•

Identify and reject certain unprofitable contracts

•

Complete asset rationalization plans and cost reduction measures

•

Calpine portfolio comprises 7% and 10% of generating capacity in

CA and

TX, respectively, where gas is on the margin 90+% of the time

•

53 plants, 54% of net Calpine capacity, is in CA and TX, 2 of the largest

and most attractive power markets

•

Geographic, dispatch and fuel diversity limits power market exposure

•

Lower than market heat rate and superior operational performance

compared to national average

•

Superior environmental record and compliance

SUMMARY OF KEY TERMS

•

Revolver: $1.0 bn

•

Term Loan: $6.3 bn

Size / Structure

Mandatory

Prepayments

Financial

Covenants

•

March 29, 2014

•

Max Total Leverage and Max Senior

Leverage

•

Minimum Interest Coverage

•

Maximum Capex

•

Debt issuances, Equity issuances, Excess

Cash Flow, Asset Sales, Extraordinary

Receipts (all subject to specified

carveouts/exceptions)

Maturity

First Lien Long-Term Facility

First Lien Bridge Facility

•

Bridge:

$300 mm

•

366 days after closing date

•

1% p.a., Bullet at maturity

Amortization

•

None

•

102, 101, par thereafter

Call Protection

•

None

•

TBD

Interest Rate

•

TBD

•

Identical to those set forth in the First Lien

Long-Term Facilities

•

Priority with respect to proceeds from tax

refunds, 100% of proceeds from sale of

Fremont and Hillabee assets and other

similar assets; other prepayments mirror

First Lien Term Loan and Revolver other

than from excess cash flow sweep

EXIT FINANCING PROCESS TIMETABLE

January 2008

Dates

Close and fund

January 31

Amendment signature pages due

January 18

Comments due on amendment documentation

Week of January 14

Lenders meeting

Amendment documentation posted to Syndtrak

Week of January 7

THE GEYSERS COLLATERAL

•

One of the world’s largest geothermal operations producing renewable green

power, located approximately 72 miles north of San Francisco

•

Calpine owns the leasehold interest in The Geysers through a wholly owned

subsidiary Geysers Power Company LLC which also owns the gathering system

associated with the steam fields where The Geysers are located

•

19 units (17 active) which operate as a baseload unit (average capacity of

95%) and benefit from a substantial spread between its fixed operating costs

and California’s electricity prices

PURPA

STATUS

ACQUISITION

DATE

COD

CURRENT

CAPACITY

(MW)

INSTALLED

CAPACITY

(MW)

COUNTY

UNIT #

FACILITY

10/88-09/00

Jun-89

Sonoma

Aidlin

Jul-90

Sep-88

Lake

Bear Canyon

QF/EWG

Jul-98

Dec-83

Lake

Sonoma

Jul-90

Mar-89

Lake

West Ford Flat

EWG

May-99

Dec-71

106

Sonoma

5 & 6

McCabe

EWG

May-99

Nov-72

106

Sonoma

7 & 8

Ridge Line

EWG

May-99

Nov-73

–

Sonoma

9 & 10

Fumarole

725

1,302

Total

EWG

May-99

Oct-85

113

Sonoma

Grant

Calistoga

Socrates

Lake View

Quicksilver

Sulphur Springs

Big Geysers

Cobb Creek

Eagle Rock

Lake

Sonoma

Lake

Sonoma

Lake

Sonoma

113

109

106

QF/EWG

May-99

Oct-85

QF/EWG

May-99

Sep-80

QF/EWG

May-99

May-80

Oct-99

Apr-84

EWG

May-99

Feb-83

QF/EWG

May-99

Dec-82

QF/EWG

May-99

Mar-79

EWG

May-99

May-75

Facilities Overview

THE GEYSERS COLLATERAL continued

Strong Free Cash

Flow

Long Life Resource

Operational

Flexibility

Largest Baseload

“Green Power”

California

•

Baseload generating facilities that continue to benefit from

attractive electricity prices in California

•

Steam fuel supply creates a highly competitive cost structure

•

Strong performance with an avg. availability of 96% to 98%

•

Projected to be economically feasible through 2050

•

Capacity today is approximately 725 MW

•

Steam pressure and flow rate declines have been significantly

reduced through the implementation of resource

management programs

•

Geothermal plants can operate 24 hours per day versus

intermittent power generation from solar and wind

•

The Geysers comprise 19 units (17 active) lowering the

amount of plant specific risk and providing operational

flexibility

•

The Geysers are the largest supplier of renewable power, on

a baseload basis, to the California market

•

California’s RPS requires utilities to provide 20% of electricity

sales from renewable resources by 2010

BUSINESS RATIONALIZATION

Refocused resources through asset

evaluation and sales program

Launched a rationalization of generating

fleet through restructuring and sales

•

Initially identified 14

non-core or idle

assets with marginal or negative cash

flow for restructuring and/or

divestiture

•

Company will continue to evaluate

holdings in all assets

Assets

Status

Aries

Divested

Dighton

Divested

Fox

Divested

Valladolid III

Divested

Goldendale

Divested

Power Systems Manufacturing

Divested

Thomassen Turbine Systems

Divested

Parlin

Divested

Acadia

Divested

Rumford/Tiverton

Turned Over

Fremont

Pending Sale

Hillabee

Pending Sale

Pryor

Under Evaluation

Washington Parish

Under Evaluation

Newark

Under Evaluation

Texas City

Restructured/Actively Marketing for Sale

Clear Lake

Restructured/Actively Marketing for Sale

Pine Bluff

Restructured

RockGen

Restructured

Santa Rosa

Restructured

Hog Bayou

Restructured

NET INCOME TO EBITDAR RECONCILIATION

___________________________________

(1)

Interest expense is computed on the basis of the 3-month LIBOR (annual average) forward curve as of December 27, 2007. To the extent that actual interest rates in the

future differ from the rates depicted in the forward curve, Calpine's realized interest expense will differ from the amounts presented in this forecast.

(2)

Other includes Minority Interest Expense, Operating Lease Expense, GAAP and other adjustments.

$ millions

2008

2009

2010

2011

2012

2013

Net Income/(Loss)

191

327

638

1,038

1,235

Add Back:

Interest Expense net of Interest Income¹

808

757

728

696

611

507

Depreciation and Amortization

461

474

484

492

Major maintenance

174

125

138

127

132

Reorganization Items

Other²

132

175

138

157

167

172

Accrual EBITDAR

1,694

1,689

1,802

2,121

2,435

2,538