AMENDMENT NUMBER ONE TO PLEDGE AGREEMENT
THIS AMENDMENT NUMBER ONE TO PLEDGE AGREEMENT, dated as of May 9, 2002
(herein called this "Amendment"), is entered into by and among CALPINE
CORPORATION, a Delaware corporation (herein called the "Company") and THE BANK
OF NOVA SCOTIA, as joint administrative agent and funding agent (in such
capacity, the "Agent").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company and the Agent have heretofore entered into a certain
Pledge Agreement, dated as of March 8, 2002 (herein called the "Agreement"); and
WHEREAS, the Company, the Lenders and the Administrative Agents now desire
to amend the Agreement in certain respects, as hereinafter provided,
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the Company and the Agent hereby agree as follows:
SECTION 1. Attachment 1 to the Agreement is hereby replaced with Attachment
1-A hereto which deletes the references to Calpine Natural Gas GP, Inc. and
Calpine Natural Gas Holdings, Inc. All references to Attachment 1 in the
Agreement shall be deemed to refer to Attachment 1-A attached hereto.
SECTION 2. To induce the Lenders and the Agent to enter into this
Amendment, the Company hereby reaffirms, as of the date hereof, its
representations and warranties contained in Article III of the Agreement (except
to the extent such representations and warranties relate solely to an earlier
date) and additionally represents and warrants as follows:
(i) The execution and delivery of this Amendment, and the
performance by the Company of its obligations hereunder, are within
the Company's corporate powers, have been duly authorized by all
necessary action, have received all necessary governmental approval
(if any shall be required), and do not and will not contravene or
conflict with any provision of law or of the charter or by-laws of the
Company or of any agreement binding upon the Company;
(ii) As of the date of this Amendment, the Company owns all of
the equity interests in Calpine Holdings;
(iii) This Amendment is the legal, valid and binding obligation
of the Company enforceable against the Company in accordance with its
terms; and
(iv) No Default has occurred and is continuing and no Default
will result from the execution and delivery of this Amendment.
SECTION 3. The effectiveness of this Amendment is conditioned upon receipt
by the Administrative Agents of all the following documents, each in form and
substance satisfactory to the Administrative Agents:
(i) This Amendment duly executed by the Company and the Agent;
and
(ii) Such other documents as the Administrative Agents shall have
reasonably requested.
SECTION 4. This Amendment shall be deemed to be an amendment to the
Agreement, and the Agreement, as amended hereby, is hereby ratified, approved
and confirmed in each and every respect. All references to the Agreement in any
other document, instrument, agreement or writing shall hereafter be deemed to
refer to the Agreement as amended hereby.
SECTION 5. Unless otherwise defined herein or the context otherwise
requires, terms used in this Amendment, including its preamble and recitals,
have the meanings provided in the Agreement.
SECTION 6. THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. All
obligations of the Company and rights of the Agent expressed herein shall be in
addition to and not in limitation of those provided by applicable law. Whenever
possible each provision of this Amendment shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Amendment shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Amendment.
SECTION 7. This Amendment may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument, and
any party hereto may execute this Amendment by signing one or more counterparts.
SECTION 8. This Amendment shall be binding upon the Company and the Agent
and their respective successors and assigns, and shall inure to the benefit of
the Company and the Agent and the successors and assigns of the Agent.
SECTION 9. THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR
DEFEND ANY RIGHTS UNDER THIS AMENDMENT OR UNDER ANY AMENDMENT, INSTRUMENT,
DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH OR ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN
CONNECTION WITH THIS AMENDMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
CALPINE CORPORATION
By:__________________________________________
Name:________________________________________
Title:_______________________________________
THE BANK OF NOVA SCOTIA, as
Administrative Agent
By:__________________________________________
Name:________________________________________
Title:_______________________________________
ATTACHMENT 1-A
ATTACHMENT 1
to
Pledge Agreement
Pledged Shares
--------------
Pledged Share Issuer Common Stock
-------------------- ------------
Authorized Outstanding % of Shares
Shares Shares Pledged
---------- ----------- -----------
Calpine CCFC Holdings, Inc. ....... 1000 1000 100%
