AMENDMENT NO. 2 TO CREDIT AGREEMENT

EXHIBIT 10.1

AMENDMENT NO. 2

This AMENDMENT NO. 2 to the Credit Agreement, dated as of July 30, 2014 (this “Amendment”), is entered into among CALPINE CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors, XXXXXXX XXXXX BANK USA., as administrative agent (in such capacity and including any successors in such capacity, the “Administrative Agent”), the New Revolving Lender and the existing Lenders under the Credit Agreement party hereto (the “Existing Lenders”), and amends the Credit Agreement, dated as of December 10, 2010 (as amended by Amendment No. 1 to Credit Agreement, dated as of June 27, 2013 and as may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) entered into among the Borrower, the institutions from time to time party thereto as Lenders, the Administrative Agent and Xxxxxxx Sachs Credit Partners L.P., as collateral agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Borrower has requested that (i) Crédit Agricole Corporate & Investment Bank become a Lender (as defined in the Credit Agreement) under the Credit Agreement and provide a Revolving Commitment in an aggregate principal amount as set forth opposite its name on Exhibit B hereto (the “New Revolving Lender”) and (ii) certain of the Existing Lenders party hereto increase the aggregate principal amount of their Revolving Commitments in the amounts opposite their respective names on Exhibit A hereto (the “Affected Revolving Lenders”);

WHEREAS, the New Revolving Lender has agreed (on a several and not joint basis), subject to the terms and conditions set forth herein and in the Credit Agreement, as amended by this Amendment, to provide a Revolving Commitment in the amount set forth opposite its name on Exhibit B hereto (the “New Revolving Lender Commitment”);

WHEREAS, each Affected Revolving Lender has agreed (on a several and not joint basis), subject to the terms and conditions set forth herein and in the Credit Agreement, as amended by this Amendment, to increase its Revolving Commitment in the amount set forth opposite such Affected Revolving Lender’s name on Exhibit A hereto (the “Increased Existing Revolving Lender Commitments” and, together with the New Revolving Lender Commitments, the “New Revolving Commitments”);

WHEREAS, after giving effect to this Amendment, the Revolving Commitments of each Existing Lender and the New Revolving Lender (collectively, the “Lenders”) shall be as set forth on Exhibit C hereto;

WHEREAS, pursuant to Section 9.1(a) of the Credit Agreement, (i) an Existing Lender may increase the aggregate principal amount of its Revolving Commitment under the Credit Agreement with the prior written consent of such Existing Lender and (ii) the Required

Lenders, the Administrative Agent, the Fronting Banks and the Borrower may make certain other amendments to the Credit Agreement; and

WHEREAS, the Existing Lenders party hereto constituting at least the Required Lenders (the “Amendment No. 2 Required Lenders”), the Administrative Agent and the Fronting Banks, hereby consent to the amendments set forth herein;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows:

Section 1.Amendments to the Credit Agreement

The Credit Agreement is, effective as of the Amendment No. 2 Effective Date, hereby amended to:

(a) remove Schedule 1.1A (Revolving Commitment Amounts) and replace it in its entirety by new Schedule 1.1A attached hereto as Exhibit C;

(b) add the following definition in alphabetical order to Section 1.1 (Defined Terms):

“Amendment No. 2 Effective Date”: means July 30, 2014.

“Total Revolving Commitments”: at any time, the aggregate amount of the Revolving Commitments then in effect. The Total Revolving Commitments on the Amendment No. 2 Effective Date are $1,500,000,000.

Section 2. Consent to Amendments. Pursuant to Section 9.1(a) of the Credit Agreement, the Administrative Agent, the Fronting Banks, the Borrower and each Required Amendment No. 2 Lender hereby consent to this Amendment, including, without limitation, the New Revolving Commitments, the amendments set forth in Section 1 hereof and the New Revolving Lender becoming a “Lender” under the Credit Agreement as amended hereby.

Section 3. New Revolving Commitments. The New Revolving Lender has agreed (on a several and not joint basis), subject to the terms and conditions set forth herein and in the Credit Agreement, as amended by this Amendment, to provide the New Revolving Lender Commitment in the amount set forth opposite its name on Exhibit B hereto. Each Affected Revolving Lender has agreed (on a several and not joint basis), subject to the terms and conditions set forth herein and in the Credit Agreement, as amended by this Amendment, to increase its Revolving Commitment in the amount set forth opposite such Affected Revolving Lender’s name on Exhibit A hereto and that from and after the Amendment No. 2 Effective Date its aggregate Revolving Commitment shall be in the amounts set forth opposite such Affected Revolving Lender’s name on Exhibit C hereto. For the avoidance of doubt, nothing in this

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Amendment shall reduce the aggregate amount of Incremental Revolving Facilities permitted to be obtained pursuant to Section 2.25 of the Credit Agreement.

Section 4. Reallocation. On the Amendment No. 2 Effective Date, the Borrower shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of the Existing Lenders that are not Affected Revolving Lenders, and incur additional Revolving Loans from the Affected Revolving Lenders and the New Revolving Lender to the extent necessary so that all of the Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Commitments (after giving effect to any increase in the Total Revolving Commitments pursuant to this Amendment). The participations in any outstanding Letters of Credit shall be adjusted in accordance with each Lender's Revolving Commitment Percentage as reallocated in accordance with such increase of the Total Revolving Commitments.

Section 5. Conditions Precedent to the Effectiveness of this Amendment

This Amendment shall become effective as of the date first written above when, and only when, each of the following conditions precedent shall have been satisfied (the “Amendment No. 2 Effective Date”):

(a) Executed Counterparts. The Administrative Agent shall have received this Amendment, duly executed by the Borrower, the Guarantors, the Administrative Agent, the Fronting Banks, the Amendment No. 2 Required Lenders, the New Revolving Lender and each of the Affected Revolving Lenders;

(b) No Default or Event of Default. Before and after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing under the Credit Agreement;

(c) Representations and Warranties. The representations and warranties of the Borrower contained in Article 3 of the Credit Agreement and Section 6 of this Amendment or any other Loan Document shall be true and correct in all material respects (and in all respects if qualified by materiality) on and as of the Amendment No. 2 Effective Date, as if made on and as of such date and except to the extent that such representations and warranties specifically relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date; provided, however, that references therein to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended hereby and after giving effect to the consents and waivers set forth herein;

(d) Officer’s Certificate. The Borrower shall have provided a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in paragraphs (b) and (c) of this Section 5;

(e) Fees and Expenses Paid. The Borrower shall have paid all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Amendment (including, without

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limitation, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto) and all other fees then due and payable to the Administrative Agent in connection with this Amendment; and

(f) Flood Determinations. The Administrative Agent shall have received with respect to each Mortgaged Property (i) a completed “life-of-loan” Federal Emergency Management Agency standard flood hazard determination (together with a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the applicable Loan Party relating thereto) and (ii) evidence of flood insurance satisfying the requirements of Section 5.4 of the Credit Agreement in form and substance reasonably satisfactory to the Administrative Agent.

(g) Opinion of Counsel. The Administrative Agent shall have received an executed legal opinion of White & Case LLP, counsel to the Loan Parties, addressed to the Administrative Agent and the Lenders, and in form and substance reasonably satisfactory to the Administrative Agent.

(h) Secretary’s Certificates. The Administrative Agent shall have received a certificate of the secretary or assistant secretary (or other authorized person) of each Loan Party, dated the Amendment No. 2 Effective Date and certifying:

(A) that (i) attached thereto is a true and complete copy of the certificate or articles of incorporation or organization such Loan Party certified as of a recent date by the secretary of state of the state of its organization (or that such organizational documents have not been amended since October 31, 2013), and that such certificate or articles are in full force and effect, (ii) attached thereto is a true and complete copy of the by-laws or operating agreements of each Loan Party as in effect on the Amendment No. 2 Effective Date (or that such organizational documents have not been amended since October 31, 2013) and (iii) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or other governing body) of each Loan Party authorizing the execution, delivery and performance of this Amendment and the other documents to be executed in connection herewith, to which such Loan Party is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and

(B) as to the incumbency and specimen signature of each officer executing this Amendment or any other document delivered in connection herewith on behalf of such Loan Party and signed by another officer as to the incumbency and specimen signature of the secretary or assistant secretary (or other authorized person) executing the certificate pursuant to this clause (g).

(i) Good Standing Certificates. The Administrative Agent shall have received certificates of good standing (to the extent such concept exists in such Loan Party’s state of organization) from the applicable secretary of state of the state of organization of each Loan Party.

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(j) Mortgage Amendments. The Borrower shall, or shall cause the applicable Guarantor to, enter into an amendment to such of the mortgages encumbering the Mortgaged Properties as the Administrative Agent may reasonably request based on the advice of local counsel in the jurisdiction in which each Mortgaged Property is located, in form reasonably acceptable to the Administrative Agent, together, in each case, with opinions of counsel with respect thereto and date-down or modification endorsement, or other title product where such an endorsement is unavailable, to the title policy insuring such mortgage.

Section 6. Representations and Warranties

On and as of the Amendment No. 2 Effective Date, after giving effect to this Amendment, each Loan Party hereby represents and warrants to the Administrative Agent and each Lender as follows:

(a) this Amendment has been duly authorized, executed and delivered by the each Loan Party and constitutes the legal, valid and binding obligations of the each Loan Party enforceable against the each Loan Party in accordance with its terms and the Credit Agreement as amended by this Amendment and constitutes the legal, valid and binding obligation of the each Loan Party enforceable against the each Loan Party in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability relating to or limiting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;

(b) each of the representations and warranties contained in Section 3 (Representations and Warranties) of the Credit Agreement and each other Loan Document is true and correct in all material respects (and in all respects if qualified by materiality) on and as of the Amendment No. 2 Effective Date, as if made on and as of such date and except to the extent that such representations and warranties specifically relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date; provided, however, that references therein to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended hereby and after giving effect to the consents and waivers set forth herein; and

(c) no Default or Event of Default has occurred, is continuing or existed immediately prior to giving effect to this Amendment.

Section 7. Fees and Expenses

The Borrower agrees to pay in accordance with the terms of Section 9.5 (Payment of Expenses and Taxes) of the Credit Agreement all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Amendment (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto). The Borrower also agrees to pay to the respective Lenders any costs of the type referred to in Section

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2.20 of the Credit Agreement in connection with any repayment and/or Borrowing pursuant to Section 4 of this Amendment.

Section 8. Reference to the Effect on the Loan Documents

(a) As of the Amendment No. 2 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder”, “thereof” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument. Each of the table of contents and lists of Exhibits and Schedules of the Credit Agreement shall be amended to reflect the changes made in this Amendment as of the Amendment No. 2 Effective Date.

(b) Except as expressly amended hereby or specifically waived above, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders (as such term is defined in the Credit Agreement and in this Amendment), the Borrower, the Guarantors, Lead Arrangers or the Administrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any purpose except as expressly set forth herein.

(d) This Amendment is a Loan Document.

Section 9. Reaffirmation

Each Loan Party hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, as well as, with respect to the Letter of Credit Fees described therein, that certain Fee Letter, dated as of December 10, 2010, by and between Deutsche Bank AG New York Branch and the Borrower, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby and (ii) its guarantee of the Obligations (including, without limitation, the New Revolving Commitments and any Borrowings thereunder) under the Guarantee and Collateral Agreement, as applicable, and its grant of Liens on the Collateral to secure the Obligations (including, without limitation, the New Revolving Commitments and any Borrowings thereunder) pursuant to the Security Documents.

Section 10. Execution in Counterparts

This Amendment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature

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pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 11. Governing Law

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Section 12. Section Titles

The section titles contained in this Amendment are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto, except when used to reference a section. Any reference to the number of a clause, sub-clause or subsection of any Loan Document immediately followed by a reference in parenthesis to the title of the section of such Loan Document containing such clause, sub-clause or subsection is a reference to such clause, sub-clause or subsection and not to the entire section; provided, however, that, in case of direct conflict between the reference to the title and the reference to the number of such section, the reference to the title shall govern absent manifest error. If any reference to the number of a section (but not to any clause, sub-clause or subsection there-of) of any Loan Document is followed immediately by a reference in parenthesis to the title of a section of any Loan Document, the title reference shall govern in case of direct conflict absent manifest error.

Section 13. Notices

All communications and notices hereunder shall be given as provided in the Credit Agreement.

Section 14. Severability

The fact that any term or provision of this Agreement is held invalid, illegal or unenforceable as to any person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation or jurisdiction or as applied to any person.

Section 15. Successors

The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

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Section 16. Jurisdiction; Waiver of Jury Trial

The jurisdiction and waiver of right to trial by jury provisions in Sections 9.12 and 9.16 of the Credit Agreement are incorporated herein by reference mutatis mutandis.

Section 17. Loss of FATCA Grandfather Status

The Borrower has determined that the modifications and amendments to the Credit Agreement contemplated by this Amendment result in a material modification of the Credit Agreement for purposes of Treasury Regulation Section 1.1471-2(b)(2)(iii). Accordingly, neither the Revolving Commitment nor any Revolving Loan, Swing Line Loan nor any Letter of Credit issued under or pursuant to the Credit Agreement shall constitute a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

[SIGNATURE PAGES FOLLOW]

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





		CALPINE CORPORATION
		By:	/s/ XXXXX XXXX
			Name: Zamir Rauf Title: Executive Vice President and
		Chief Financial Officer

Calpine Corporation Revolving Credit Agreement

Amendment No.2

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



	THE GUARANTORS SET FORTH ON
	ANNEX I & II TO THIS SIGNATURE
	PAGE

	By:	/s/ XXXXX XXXX
		Name: Xxxxx Xxxx Title: Chief Financial Officer



	THE GUARANTORS SET FORTH ON
	ANNEX III & IV TO THIS SIGNATURE
	PAGE

	By:	/s/ HETHER XXXXXXXX XXXXX
		Name: Hether Xxxxxxxx Xxxxx Title: Vice President

Calpine Corporation Revolving Credit Agreement

Amendment No.2

ANNEX I

Name of Guarantor

Anacapa Land Company, LLC

Xxxxxxxx Springs Energy Company

Auburndale Peaker Energy Center, LLC

Aviation Funding Corp.

Baytown Energy Center, LLC

CalGen Expansion Company, LLC

CalGen Project Equipment Finance Company Three, LLC

Calpine Administrative Services Company, Inc.

Calpine Auburndale Holdings, LLC

Calpine Bethlehem, LLC

Calpine c*Power, Inc.

Calpine CalGen Holdings, Inc.

Calpine Calistoga Holdings, LLC

Calpine Central Texas GP, Inc.

Calpine Central, Inc.

Calpine Central-Texas, Inc.

Calpine Cogeneration Corporation

Calpine Eastern Corporation

Calpine Edinburg, Inc.

Calpine Energy Services GP, LLC

Calpine Energy Services LP, LLC

Calpine Energy Services, L.P.

Calpine Fuels Corporation

Calpine Generating Company, LLC

Calpine Geysers Company, L.P.

Calpine Gilroy 1, Inc.

Calpine Gilroy 2, Inc.

Calpine Global Services Company, Inc.

Calpine Xxxxxxx Energy Center, L.P.

Calpine Xxxxxxx Holdings, Inc.

Name of Guarantor

Calpine Xxxxxxx, Inc.

Calpine Jupiter, LLC

Calpine Xxxxxxx Operators, Inc.

Calpine KIA, Inc.

Calpine King City, Inc.

Calpine King City, LLC

Calpine Leasing Inc.

Calpine Long Island, Inc.

Calpine Magic Valley Pipeline, Inc.

Calpine Mid-Atlantic Energy, LLC

Calpine Mid-Atlantic Generation, LLC

Calpine Mid-Atlantic Marketing, LLC

Calpine MVP, Inc.

Calpine Newark, LLC

Calpine New Jersey Generation, LLC

Calpine Northbrook Holdings Corporation

Calpine Northbrook Investors, LLC

Calpine Northbrook Project Holdings, LLC

Calpine Operations Management Company, Inc.

Calpine Power Company

Calpine Power Management, LLC

Calpine Power, Inc.

Calpine PowerAmerica, LLC

Calpine PowerAmerica-CA, LLC

Calpine PowerAmerica-ME, LLC

Calpine Project Holdings, Inc.

Calpine Schuylkill, Inc.

Calpine Solar, LLC

Calpine Stony Brook Operators, Inc.

Calpine Stony Brook, Inc.

Calpine TCCL Holdings, Inc.

Calpine Texas Pipeline GP, Inc.

Name of Guarantor

Calpine Texas Pipeline LP, Inc.

Calpine Texas Pipeline, L.P.

Calpine University Power, Inc.

Calpine Vineland Solar, LLC

CES Marketing IX, LLC

CES Marketing V, LLC

CES Marketing X, LLC

Channel Energy Center, LLC

Clear Lake Cogeneration Limited Partnership

Corpus Christi Cogeneration, LLC

CPN 3^rd Turbine, Inc.

CPN Acadia, Inc.

CPN Cascade, Inc.

CPN Clear Lake, Inc.

CPN Pipeline Company

CPN Xxxxx Funding Corporation

CPN Telephone Flat, Inc.

Delta Energy Center, LLC

Freestone Power Generation, LLC

GEC Bethpage Inc.

Geysers Power Company, LLC

Geysers Power I Company

Hillabee Energy Center, LLC

Idlewild Fuel Management Corp.

JMC Bethpage, Inc.

Los Medanos Energy Center LLC

Magic Valley Pipeline, L.P.

Modoc Power, Inc.

Xxxxxx Energy Center, LLC

New Development Holdings, LLC

NTC Five, Inc.

Pastoria Energy Center, LLC

Name of Guarantor

Pastoria Energy Facility, L.L.C.

Pine Bluff Energy, LLC

RockGen Energy LLC

South Point Energy Center, LLC

South Point Holdings, LLC

Stony Brook Cogeneration, Inc.

Stony Brook Fuel Management Corp.

Xxxxxx Dryers, Inc.

Texas City Cogeneration, LLC

Texas Cogeneration Five, Inc.

Texas Cogeneration One Company

Thermal Power Company

Zion Energy LLC

ANNEX II

Name of Guarantor

Deer Park Energy Center LLC

Deer Park Holdings, LLC

Xxxxxxx Energy Center, LLC

Xxxxxxx Holdings, LLC

ANNEX III

Name of Guarantor

Calpine Construction Management Company, Inc.

Calpine Mid-Atlantic Operating, LLC

Calpine Power Services, Inc.

Xxxxxxxxx Turbine Systems America, Inc.

ANNEX IV

Name of Guarantor

Calpine Operating Services Company, Inc.




	XXXXXXX XXXXX BANK USA,
		as Administrative Agent

	By:	/s/ XXXXXXX XXXXXX
		Name: Xxxxxxx Xxxxxx Title: Authorized Signatory

Calpine Corporation Revolving Credit Agreement

Amendment No.2

The undersigned Lender hereby irrevocably and unconditionally approves of and consents to the Amendment with respect to all Revolving Commitments held by such Lender and confirms its Revolving Commitments set forth on Exhibit C to the Amendment.



	Xxxxxxx Sachs Bank USA,
	as a Lender


	By:	/s/ XXXX XXXXXX
		Name: Xxxx Xxxxxx Title: Authorized Signatory

Calpine Corporation Revolving Credit Agreement

Amendment No.2



	Deutsche Bank AG New York Branch,
	as a Lender and as a Fronting Bank


	By:	/s/ XXXXXX X. XXXXXXXXXX
		Name: Xxxxxx X. Xxxxxxxxxx Title: Director




	By:	/s/ XXXXX XXXXXXX
		Name: Xxxxx Xxxxxxx Title: Director

Calpine Corporation Revolving Credit Agreement

Amendment No.2



	Xxxxxx Xxxxxxx Bank, N.A.,
	as a Lender


	By:	/s/ XXXXXXX XXXX
		Name: Xxxxxxx Xxxx Title: Authorized Signatory

Calpine Corporation Revolving Credit Agreement

Amendment No.2



	Xxxxxx Xxxxxxx Senior Funding, Inc.,
	as a Lender


	By:	/s/ XXXXXXX XXXX
		Name: Xxxxxxx Xxxx Title: Vice President

Calpine Corporation Revolving Credit Agreement

Amendment No.2



	Citibank, N.A.,
	as a Lender


	By:	/s/ XXXX XXX
		Name: Xxxx Xxx Title: Vice President

Calpine Corporation Revolving Credit Agreement

Amendment No.2



	Credit Suisse AG, Cayman Islands Branch,
	as a Lender


	By:	/s/ XXXXXXX XXXXXXXXXXX
		Name: Xxxxxxx Xxxxxxxxxxx Title: Authorized Signatory




	By:	/s/ XXXXXXX XXXXXX
		Name: Xxxxxxx Xxxxxx Title: Authorized Signatory

Calpine Corporation Revolving Credit Agreement

Amendment No.2



	Bank of America, N.A.,
	as a Lender


	By:	/s/ XXXXXXX XXXXXXX
		Name: Xxxxxxx Xxxxxxx Title: Vice President

Calpine Corporation Revolving Credit Agreement

Amendment No.2



	MUFG Union bank, N.A.
	(fka Union Bank, N.A.)
	as a Lender


	By:	/s/ XXXXXX X. XXXXX
		Name: Xxxxxx X. Xxxxx Title: Vice President

Calpine Corporation Revolving Credit Agreement

Amendment No.2



	Barclays Bank PLC,
	as a Lender


	By:	/s/ XXXXXXX XXXXXXXXXX
		Name: Xxxxxxx Xxxxxxxxxx Title: Vice President

Calpine Corporation Revolving Credit Agreement

Amendment No.2



	UBS AG, STAMFORD BRANCH,
	as a Lender


	By:	/s/ XXXX XXXXX
		Name: Xxxx Xxxxx Title: Director




	By:	/s/ XXXXXXXX XXXXXXXX
		Name: Xxxxxxxx Xxxxxxxx Title: Associate Director

Calpine Corporation Revolving Credit Agreement

Amendment No.2



	The Royal Bank of Scotland plc,
	as a Lender


	By:	/s/ XXXXXX XXXXXXX
		Name: Xxxxxx Xxxxxxx Title: Director

Calpine Corporation Revolving Credit Agreement

Amendment No.2



	The Royal Bank of Canada,
	as a Lender


	By:	/s/ XXXXX XXXXXXXXX
		Name: Xxxxx Xxxxxxxxx Title: Authorized Signatory

Calpine Corporation Revolving Credit Agreement

Amendment No.2



	Credit Agricole Corporate and Investment Bank,
	as a Lender


	By:	/s/ XXXX X. XXXX
		Name: Xxxx X. Xxxx Title: Managing Director




	By:	/s/ XXXXXXXX XXXXX
		Name: Xxxxxxxx Xxxxx Title: Vice President

Calpine Corporation Revolving Credit Agreement

Amendment No.2

EXHIBIT A

Increased Existing Revolving Lender Commitments



Affected Revolving Lenders	Increased Existing Revolving Lender Commitments
XXXXXXX XXXXX BANK USA	$38,300,000
DEUTSCHE BANK AG NEW YORK BRANCH	$38,300,000
XXXXXX XXXXXXX SENIOR FUNDING, INC.	$38,300,000
CITIBANK, N.A.	$38,300,000
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH	$38,300,000
BANK OF AMERICA, N.A.	$38,300,000
MUFG UNION BANK, N.A. (FKA UNION BANK, N.A.)	$38,300,000
BARCLAYS BANK PLC	$38,380,000
UBS AG, STAMFORD BRANCH	$38,380,000
THE ROYAL BANK OF SCOTLAND PLC	$38,380,000
ROYAL BANK OF CANADA	$38,380,000

EXHIBIT B

New Revolving Lender Commitments



New Revolving Lenders	New Revolving Lender Commitments
CRÉDIT AGRICOLE CORPORATE & INVESTMENT BANK	$78,380,000

EXHIBIT C

Schedule 1.1A

Revolving Commitment Amounts



LENDERS	REVOLVING COMMITMENT AMOUNT
XXXXXXX SACHS BANK USA	$158,300,000
DEUTSCHE BANK AG NEW YORK BRANCH	$158,300,000
XXXXXX XXXXXXX BANK, N.A.	$50,000,000
XXXXXX XXXXXXX SENIOR FUNDING, INC.	$108,300,000
CITIBANK, N.A.	$158,300,000
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH	$158,300,000
BANK OF AMERICA, N.A.	$158,300,000
MUFG UNION BANK, N.A. (FKA UNION BANK, N.A.)	$158,300,000
BARCLAYS BANK PLC	$78,380,000
UBS AG, STAMFORD BRANCH	$78,380,000
THE ROYAL BANK OF SCOTLAND PLC	$78,380,000
ROYAL BANK OF CANADA	$78,380,000
CRÉDIT AGRICOLE CORPORATE & INVESTMENT BANK	$78,380,000

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AMENDMENT NO. 2 TO CREDIT AGREEMENT

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