EX-10 2 ex10-1_6.htm

EXECUTION COPY

THIRD AMENDMENT

THIRD AMENDMENT (this “Amendment”), dated as of December 20, 2006, to the Amended and Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 23, 2006 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among (i) CALPINE CORPORATION (the “Borrower”), (ii) the subsidiaries of the Borrower named therein (the “Guarantors”), (iii) CREDIT SUISSE SECURITIES (USA) LLC and DEUTSCHE BANK SECURITIES INC. (“DBSI”), as joint syndication agents (in such capacities, collectively, the “Syndication Agents”), (iv) DEUTSCHE BANK TRUST COMPANY AMERICAS (“DB”), as administrative agent for the First Priority Lenders hereunder (in such capacity and including any successors, the “First Priority Agent”), (v) GENERAL ELECTRIC CAPITAL CORPORATION (including its successors, “GE Capital”), as Sub-Agent for the Revolving Lenders hereunder (in such capacity and including any successors, the “Sub-Agent”), (vi) CREDIT SUISSE (“CS”), as administrative agent for the Second Priority Term Lenders hereunder (in such capacity and including any successors, the “Second Priority Agent”), (vii) LANDESBANK HESSEN THÜRINGEN GIROZENTRALE, NEW YORK BRANCH, GE CAPITAL and HSH NORDBANK AG, NEW YORK BRANCH, as joint documentation agents for the First Priority Lenders hereunder, and BAYERISCHE LANDESBANK, GE CAPITAL and UNION BANK OF CALIFORNIA, N.A., as joint documentation agents for the Second Priority Lenders hereunder (in such capacities and including any successors, collectively, the “Documentation Agents”), and (viii) each of the financial institutions from time to time party thereto (collectively, the “Lenders”).

W I T N E S S E T H :

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

WHEREAS, the Borrower has requested that the Lenders agree to amend certain financial covenants and other provisions of the Credit Agreement as set forth below; and

WHEREAS, the Lenders have agreed to such requested amendments, but only upon the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, and for other valuable consideration the receipt of which is hereby acknowledged, the Borrower, the Lenders and the Administrative Agents hereby agree as follows:

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

SECTION 2.

AMENDMENTS.

2.1

Amendments to Section 1.1.

Section 1.1 of the Credit Agreement is hereby amended by adding the following new defined terms in their appropriate alphabetical order:

““CalGen Adequate Protection Stipulation”: the “Agreed Order Further Modifying the Order Authorizing Use of Cash Collateral and Granting Adequate Protection” entered into among the Debtors, Wilmington Trust FSB, as indenture trustee, HSBC Bank USA, National Association, as indenture trustee, Manufacturers Traders & Trust Company, as indenture trustee, and Wilmington Trust Company, as collateral agent, in form and substance acceptable to the Administrative Agents and filed with the Bankruptcy Court on December 8, 2006, granting, inter-alia, adequate protection to CalGen Holdings, Inc. and/or any of its Subsidiaries.

“CalGen Cash Collateral Account”: a segregated account of the Borrower or any of its Subsidiaries which is a Debtor into which Unrestricted Cash (as defined in the CalGen Adequate Protection Stipulation) distributed by the CalGen Parties pursuant to the Calgen Adequate Protection Stipulation is held pending the use of such Unrestricted Cash by the Borrower or such Subsidiary.

“CalGen Parties”: collectively, CalGen Holdings, Inc. and its Subsidiaries.

“Goldendale”: Goldendale Energy Center, LLC.

“Goldendale Newco”: a limited liability company to be formed after the Third Amendment Effective Date which shall be a direct Subsidiary of Goldendale.

“Otay Mesa”: Otay Mesa Energy Center, LLC.

“Otay Mesa Motion”: the “Motion For Entry of an Order (A) Approving the PPA Reinstatement Agreement Between Certain of the Debtors, Otay Mesa Energy Center, LLC and San Diego Gas & Electric Company; (B) Authorizing Intercompany Transfers of Assets Comprising the Otay Mesa Project to Otay Mesa Energy Center, LLC Free and Clear of All Liens, Claims and Encumbrances and Other Interests; (C) Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection Therewith; (D) Authorizing Calpine Corporation to Make Capital Contributions to Otay Mesa Energy Center, LLC ; and (E) Granting Related Relief” filed by the Borrower and certain other Debtors in the Cases on October 23, 2006 (Docket number 2922), seeking the approval of the Bankruptcy Court for the transactions described therein, together with the order (which shall be in form and substance reasonably acceptable to the Administrative Agents), granting such motion.

“Third Amendment Effective Date”: has the meaning set forth in the Third Amendment, dated as of December 20, 2006, to this Agreement.”.

2.2

Amendment to Section 2.17.

(a) Section 2.17(b) of the Credit Agreement is hereby amended in its entirety to read as follows:

“(b) Amounts to be applied in connection with prepayments of the Loans and Commitment reductions made pursuant to Section 2.17(a) shall be applied, first, to the prepayment of the First Priority Term Loans (in accordance with Section 2.20(b)) until the First Priority Term Loans are paid in full and, second, to the prepayment of the Second Priority Term Loans until paid in full. The application of any prepayment pursuant to Section 2.17 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans; provided, however, in connection with any such prepayments of the Term Loans pursuant to Section 2.17(a), such prepayments shall be applied on a pro rata basis to the then outstanding applicable Term Loans being prepaid irrespective of whether such outstanding Term Loans are Base Rate Loans or Eurodollar Loans; provided that if any Lender accepts such prepayment pursuant to Section 2.17(e), then, with respect to such prepayment, the amount of such prepayment shall be applied first to Term Loans that are Base Rate Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.23. Each prepayment of the Loans under Section 2.17 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.”.

(b) Section 2.17(e) of the Credit Agreement is hereby amended in its entirety to read as follows:

“(e) Notwithstanding anything to the contrary in Section 2.17(b) or 2.20, with respect to the amount of any mandatory prepayment described in Section 2.17 (such amount, the “Prepayment Amount”), the Borrower will, on the date specified in Section 2.17 for such prepayment, give the Administrative Agents telephonic notice (promptly confirmed in writing) requesting that the First Priority Agent prepare and provide to each First Priority Term Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the First Priority Agent will send to each First Priority Term Lender a Prepayment Option Notice, which shall be substantially in the form of Exhibit I, and shall include an offer (“Offer”) by the Borrower to prepay on the date (each a “Mandatory Prepayment Date”) that is ten (10) Business Days after the date of the Prepayment Option Notice, the relevant First Priority Term Loans of such Lender by an amount equal to the portion of the Prepayment Amount indicated in such Lender’s Prepayment Option Notice. Each First Priority Term Lender may accept or reject the Offer contained in the Prepayment Option Notice. Unless the Offer is affirmatively accepted by a First Priority Term Lender as set forth below, the Offer shall be deemed

rejected by such First Priority Term Lender. With respect to First Priority Term Lenders accepting such Offer, on the Mandatory Prepayment Date, the First Priority Agent shall pay to the relevant First Priority Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant First Priority Term Loans in respect of which such Lenders have accepted prepayment. Any First Priority Term Lenders accepting such Offer must, as soon as practicable, but in no event later than five (5) Business Days after receipt of the Prepayment Option Notice, give the First Priority Agent telephonic notice (promptly confirmed in writing) of such acceptance and the First Priority Agent will give the Borrower corresponding telephonic notice (promptly confirmed in writing). The amount equal to the portion of the Prepayment Amount for which no notification of acceptance of the Offer was received will be used, subject to the provisions of this Section 2.17(e) set forth below, on the applicable Mandatory Prepayment Date to repay the Second Priority Term Loans in accordance with Section 2.17(b). Notwithstanding anything to the contrary contained in Section 2.17(b) or 2.20, with respect to the Prepayment Amount, the Borrower will, on the date specified in Section 2.17 for such prepayment or no later than five (5) Business Days after the applicable Mandatory Prepayment Date with respect to any amount not accepted by the First Priority Term Lenders and to be applied to the prepayment of the Second Priority Term Loans in accordance with the immediately preceding sentence, give the Administrative Agents telephonic notice (promptly confirmed in writing) requesting that the Second Priority Agent prepare and provide to each Second Priority Lender a Prepayment Option Notice. As described above, the Second Priority Agent will send to each Second Priority Lender a Prepayment Option Notice, which shall include an Offer by the Borrower to prepay on the Mandatory Prepayment Date the relevant Second Priority Term Loans of such Lender by an amount equal to the portion of the Prepayment Amount indicated in such Lender’s Prepayment Option Notice. Each Second Priority Term Lender may accept or reject the Offer contained in the Prepayment Option Notice. Unless the Offer is affirmatively accepted by a Second Priority Term Lender as set forth below, the Offer shall be deemed rejected by such Second Priority Term Lender. With respect to Second Priority Term Lenders accepting such Offer, on the Mandatory Prepayment Date, the First Priority Agent shall pay to the relevant Second Priority Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Second Priority Term Loans in respect of which such Lenders have accepted prepayment. Any Second Priority Term Lenders accepting such offer must, as soon as practicable, but in no event later than five (5) Business Days after receipt of the Prepayment Option Notice, give the Administrative Agents, telephonic notice (promptly confirmed in writing) of such acceptance and the Second Priority Agent will give the Borrower telephonic notice of the same (promptly confirmed in writing), and the amount equal to the portion of the Prepayment Amount for which no notification of acceptance of the Offer was received will be used to repay any outstanding Revolving Loans, provided that such repayments of the Revolving Loans shall not reduce the Total Revolving Commitments.”.

2.3 Amendment to Section 6.1. Section 6.1 of the Credit Agreement is hereby amended by deleting clause (n) thereof in its entirety and inserting in lieu thereof a new paragraph (n) as follows:

“(n) Swap Agreements incurred in the ordinary course of business and consistent with applicable risk management guidelines established by the Borrower from time to time and delivered to the Administrative Agents and in connection with Swap Agreements entered into with VMAC Energy I, LLC, associated reimbursement obligations, including with respect to letters of credit, to providers of credit support for such Swap Agreements in amounts not exceeding the notional amount of the Indebtedness outstanding under such Swap Agreements.”.

2.4 Amendment to Section 6.2. Section 6.2 of the Credit Agreement is hereby amended by (a) deleting the word “and” at the end of clause (m) therein, (b) deleting the period the period at the end of clause (n) therein and substituting in lieu thereof a semicolon and (c) adding immediately after clause (n) therein new clauses (o) and (p) as follows:

“(o) first priority Liens on the Capital Stock of Otay Mesa to secure the obligations of Otay Mesa and its Subsidiaries under any Project Financing (as defined in the Otay Mesa Motion) entered into by Otay Mesa or any such Subsidiaries, as contemplated by the Otay Mesa Motion; it being understood that the Liens of the Administrative Agent, for the benefit of the Lenders, shall be released without any further action upon consummation of any such Project Financing in accordance with Section 21 of the Security and Pledge Agreement; and

(p) Liens granted to the CalGen Parties pursuant to the CalGen Adequate Protection Stipulation.”.

2.5

Amendment to Section 6.3.

Section 6.3 of the Credit Agreement is hereby amended by (a) deleting the word “and” at the end of clause (g) therein, (b) deleting the period at the end of clause (h) therein and substituting in lieu thereof “; and” and (c) adding immediately after clause (h) therein a new clause (i) as follows:

“(i) Guarantee Obligations of the Borrower of obligations of Greenfield Project Partnership under the contract described in Section 6.5(l).”.

2.6

Amendment to Section 6.4.

Section 6.4 of the Credit Agreement is hereby amended by (a) deleting the word “and” at the end of clause (f) therein, (b) deleting the period at the end of clause (g) therein and substituting in lieu thereof a semicolon and (c) adding immediately after clause (g) therein new clauses (h) and (i) as follows:

“(h) creation by Goldendale of Goldendale Newco; and

(i) with the prior written consent of the Administrative Agents, mergers, consolidations or liquidations not otherwise permitted above of Credit Parties or any of their Subsidiaries which are inactive or have de minimis assets.”.

2.7

Amendment to Section 6.5.

Section 6.5 of the Credit Agreement is hereby amended by (a) deleting the word “and” at the end of clause (j) therein, (b) deleting the period at the end of clause (k) therein and substituting in lieu thereof a semicolon and (c) adding immediately after clause (k) therein new clauses (l), (m), (n), (o) and (p) as follows:

“(l) the Disposition by the Borrower, directly or indirectly, to Greenfield Project Partnership of a purchase contract with Siemens Power Generation, Inc. relating to warranties on turbines transferred to Greenfield Project Partnership prior to the Third Amendment Effective Date;

(m) the Disposition by the Borrower and Calpine Power Corporation of (i) the Facility Assets, the Contributed Assets, the Interconnection Agreements, the CCMCI Assigned Contracts and the Calpine Assigned Contracts (each as defined in the Otay Mesa Motion) to Otay Mesa pursuant to the CTA (as defined in the Otay Mesa Motion) and (ii) the Lease and Sublease (each as defined in the Otay Mesa Motion) to San Diego Gas & Electric Company pursuant to the Reinstatement Agreement (as defined in the Otay Mesa Motion);

(n) (i) the Disposition by Goldendale of all of its assets and liabilities to Goldendale Newco substantially contemporaneously with the consummation of the Disposition of all of the equity of Goldendale Newco owned by Goldendale and (ii) the Disposition of all of the equity of Goldendale Newco owned by Goldendale;

(o) the Disposition of all of the equity interests in Towantic Energy, LLC and CPN Oxford, Inc., and upon the consummation of such Disposition the release of the guaranty and other obligations hereunder, and a release of the Liens under the Loan Documents on the equity interests and assets, of Towantic Energy LLC and CPN Oxford, Inc.; and

(p) the Disposition of all of the equity interests in Skipanon Energy LLC., and upon the consummation of such Disposition the release of the guaranty and other obligations hereunder, and a release of the Liens under the Loan Documents on the equity interests and assets, of Skipanon Energy LLC”.

2.8

Amendment to Section 6.7.

Section 6.7 of the Credit Agreement is hereby amended by:

(a) adding at the end of clause (d) therein immediately before the semicolon “which may be expended at any time during the term of this Agreement”; and

(b) deleting the date “December 31, 2006” where it appears in clause (l) therein and inserting in lieu thereof the phrase “the Maturity Date”; and

(c)(i) deleting the word “and” at the end of clause (m) therein, (ii) by deleting the period at the end of clause (n) therein and substituting in lieu thereof “; and”, and (iii) by adding immediately after clause (n) therein a new clause (o) as follows:

“(o) the Borrower may cause Letters of Credit in an aggregate amount not to exceed $25,000,000 to be issued hereunder in favor of San Diego Gas & Electric Company to support the obligations of Otay Mesa under the Amended PPA (as defined in the Otay Mesa Motion).”.

2.9

Amendment to Section 6.10.

Section 6.10 of the Credit Agreement is hereby amended by adding at the end thereof a new sentence as follows:

“For the purposes of Section 6.10 and Section 6.20, cash distributed by the CalGen Parties in accordance with the CalGen Cash Collateral Stipulation and on deposit in the CalGen Cash Collateral Account shall constitute “restricted cash” and the lien and security interest of the Lenders, the Collateral Agent and the Administrative Agents in the CalGen Cash Collateral Account and the amounts distributed by the CalGen Parties in accordance with the CalGen Cash Collateral Stipulation and deposited from time to time therein shall be junior to the liens granted to the CalGen Parties therein pursuant to the CalGen Adequate Protection Stipulation.”.

2.10

Amendment to Section 6.11.

Section 6.11 of the Credit Agreement is hereby amended by adding at the end thereof immediately before the period the phrase “and Liens granted on the CalGen Cash Collateral Account in favor of the CalGen Parties pursuant to the CalGen Adequate Protection Stipulation and Liens on cash deposits provided as collateral pursuant to the terms of the Trading Order”.

2.11

Amendment to Section 6.13.

Section 6.13 of the Credit Agreement is hereby amended by adding at the end of the second sentence thereof the following:

“provided, that any such amount, if not so expended in the fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year”.

2.12 Amendment to Section 6.17. The table set forth in Section 6.17 of the Credit Agreement for the months ended December 31, 2006 through November 30, 2007 is hereby amended in its entirety to read as follows:

“Month	Geysers Leverage Ratio
December 31, 2006	9.50:1.00
January 31, 2007	9.75:1.00
February 28, 2007	9.75:1.00
March 31, 2007	10.00:1.00
April 30, 2007	10.00:1.00
May 31, 2007	10.00:1.00
June 30, 2007	10.00:1.00
July 31, 2007	10.00:1.00
August 31, 2007	10.00:1.00
September 30, 2007	10.00:1.00
October 31, 2007	10.00:1.00
November 30, 2007	10.00:1.00”.

2.13

Amendment to Section 6.18

. The table set forth in Section 6.18 of the Credit Agreement for the months ended December 31, 2006 through November 30, 2007 is hereby amended in its entirety to read as follows:

“Month	Geysers Interest Coverage Ratio
December 31, 2006	1.25:1.00
January 31, 2007	1.25:1.00
February 28, 2007	1.25:1.00
March 31, 2007	1.20:1.00
April 30, 2007	1.20:1.00
May 31, 2007	1.20:1.00
June 30, 2007	1.20:1.00
July 31, 2007	1.20:1.00
August 31, 2007	1.20:1.00
September 30, 2007	1.20:1.00
October 31, 2007	1.20:1.00
November 30, 2007	1.20:1.00”.

2.14 Amendment to Section 6.21. Section 6.21 of the Credit Agreement is hereby amended by adding at the end of such Section immediately before the period the following “and other than the 2006 Adequate Protection Amount and the 2007 Adequate Protection Amount (as such terms are defined in the Agreed Order Further Modifying Order Authorizing Use of Cash Collateral and Granting Adequate Protection, entered by the Bankruptcy Court on or about December 20, 2006 (acceptable to the Administrative Agents and as entered on such date, the “Agreed Order”)) so long as (v) each such payment is made in accordance with the Agreed Order, (w) at the time of any such

payment no Default or Event of Default has occurred and is continuing, (x) the aggregate amount of all such payments made in respect of interest payable for 2006 pursuant to the Agreed Order shall not exceed $100,300,000, (y) the proceeds of the Revolving Loans or Swingline Loans shall not be used to make any such payment and (z) immediately after giving effect to each such payment no Revolving Loans or Swingline Loans shall be outstanding”.

2.15 Amendment to Section 7. Section 7 of the Credit Agreement is hereby amended

(a) by amending paragraph (g) thereof by adding at the end thereof immediately before the semicolon therein “(except a dismissal of the Cases of Towantic Energy, LLC and CPN Oxford, Inc. substantially contemporaneously with the sale permitted under Section 6.5(o) and a dismissal of the Case of Skipanon Natural Gas LLC substantially contemporaneously with the sale permitted under Section 6.5(p))”; and

(b) by deleting clause (i) of paragraph (h) thereof in its entirety and inserting in lieu thereof the following new clause (i):

“(i) An order of the Bankruptcy Court (other than the CalGen Adequate Protection Stipulation with respect to the Lien granted to the CalGen Parties therein on the CalGen Cash Collateral Account), shall be entered granting another Superpriority Claim or Lien pari passu with or senior to that granted to the Lenders and the Collateral Agent pursuant to this Agreement and the Interim Order (or the Final Order, as applicable); or”.

2.16

Amendments to Schedules and Exhibits.

(a) Amendment to Schedule 6.7. Annex 6.7A of Schedule 6.7 is hereby amended in its entirety with a new Annex 6.7A in the form attached hereto as Exhibit A.

(b) Amendment to Schedule 6.8. Schedule 6.8 is hereby amended by adding a new item 198 at the end thereof as follows:

“198. Bill of Sale and Agreement dated as of February 25, 2005, between Calpine Construction Management Company, Inc., as Seller, and Calpine Steamboat Holdings, LLC, as Purchaser, relating to two certain gas turbine generators, accessories thereto, and performance data sheets, diagrams, control system configuration documentation and similar related documentation regarding such gas turbine generators.”.

(c) Amendment to Exhibit I. Exhibit I is hereby amended in its entirety with a new Exhibit I in the form attached hereto as Exhibit B.

SECTION 3.

CONDITIONS PRECEDENT.

3.1 Effective Date. This Amendment shall become effective as of the date first set forth above (the “Third Amendment Effective Date”) following the date on which all of the following conditions have been satisfied or waived:

(a) Execution and Delivery. The Administrative Agents shall have received counterparts of this Amendment duly executed by (A) the Borrower and the Guarantors, (B) the Fronting Bank, (C) the Required Lenders, and (D) Majority Facility Lenders for each of Revolving Facility, the First Priority Term Facility and the Second Priority Term Facility.

(b) Amendment Fee. The Administrative Agents shall have received (i) payment, for distribution to each Lender that has signed and delivered this Agreement to the Administrative Agents by not later than 3:00 p.m. (New York City time) on December 19, 2006 (or such later time or date as agreed by the Borrower and the Administrative Agents), an amendment fee equal to the aggregate of (A) 0.20% of the sum of the First Priority Term Loans of such Lender then outstanding and the Revolving Commitment of such Lender then in effect; and (B) 0.30% of the Second Priority Term Loans of such Lender then outstanding.

(c) Fees and Expenses. The Administrative Agents shall have received all fees and accrued expenses of the Administrative Agents (including invoiced fees and expenses of legal counsel to the Administrative Agents) required to be paid by the Borrower; and

(d) No Default. After giving effect to this Amendment, there shall be no Default or Event of Default.

SECTION 4.

GENERAL.

4.1 Representations and Warranties. In order to induce the Administrative Agents and the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to the Administrative Agents and the Lenders that after giving effect to this Amendment, the representations and warranties of the Borrower contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Third Amendment Effective Date (after giving effect hereto) as if made on and as of the Third Amendment Effective Date (except where such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date); provided that all references to the “Credit Agreement” in any Loan Document shall be and are deemed to mean the Credit Agreement as amended hereby.

4.2

Loan Document. This Amendment constitutes a Loan Document.

4.3 GOVERNING LAW. THIS AMENDMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO THIS AMENDMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND, TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE.

4.4 Counterparts. This Amendment may be executed by the parties hereto in any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

4.5 Consent of Guarantors. Each of the Guarantors hereby consents to the modifications to the Credit Agreement contemplated hereby.

4.6 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the Borrower and the Guarantors and each of their respective successors and assigns, and upon the Administrative Agents and the Lenders and their successors and assigns. The execution and delivery of this Amendment by any Lender prior to the Third Amendment Effective Date shall be binding upon its successors and assigns and shall be effective as to any loans or commitments assigned to it after such execution and delivery.

4.7 Limited Effect. Except as expressly modified by this Amendment, the Credit Agreement and the other Loan Documents are ratified and confirmed and are, and shall continue to be, in full force and effect in accordance with their respective terms. Each Loan Party acknowledges and agrees that such Loan Party is truly and justly indebted to the Lenders and the Administrative Agents for the Obligations, without defense, counterclaim or offset of any kind, and such Loan Party ratifies and reaffirms the validity, enforceability and binding nature of such Obligations. The Borrower acknowledges and agrees that nothing in this Amendment shall constitute an indication of the Lenders’ willingness to consent to any other amendment or waiver of any other provision of the Credit Agreement or a waiver of any Default or Event of Default not referenced in this Amendment or for any other time period.

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

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

BORROWER:

CALPINE CORPORATION

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

GUARANTORS:

AMELIA ENERGY CENTER, LP

ANACAPA LAND COMPANY, LLC

ANDERSON SPRINGS ENERGY COMPANY

ANDROSCOGGIN ENERGY, INC.

AUBURNDALE PEAKER ENERGY CENTER, LLC

AUGUSTA DEVELOPMENT COMPANY, LLC

AVIATION FUNDING CORP.

BAYTOWN ENERGY CENTER, LP

BAYTOWN POWER GP, LLC

BAYTOWN POWER, LP

BELLINGHAM COGEN, INC.

BETHPAGE FUEL MANAGEMENT INC.

BLUE HERON ENERGY CENTER, LLC

BLUE SPRUCE HOLDINGS, LLC

BROAD RIVER ENERGY LLC

BROAD RIVER HOLDINGS, LLC

CALGEN EQUIPMENT FINANCE COMPANY, LLC

CALGEN EQUIPMENT FINANCE HOLDINGS, LLC

CALGEN EXPANSION COMPANY, LLC

CALGEN FINANCE CORPORATION

CALGEN PROJECT EQUIPMENT FINANCE COMPANY ONE, LLC

CALGEN PROJECT EQUIPMENT FINANCE COMPANY THREE, LLC

CALGEN PROJECT EQUIPMENT FINANCE COMPANY TWO, LLC

CALPINE ACADIA HOLDINGS, LLC

CALPINE ADMINISTRATIVE SERVICES COMPANY, INC.

CALPINE AGNEWS, INC.

CALPINE AMELIA ENERGY CENTER GP, LLC

CALPINE AMELIA ENERGY CENTER LP, LLC

CALPINE AUBURNDALE HOLDINGS, LLC

CALPINE BAYTOWN ENERGY CENTER GP, LLC

CALPINE BAYTOWN ENERGY CENTER LP, LLC

CALPINE BETHPAGE 3 PIPELINE CONSTRUCTION COMPANY, INC.

CALPINE BETHPAGE 3, LLC

CALPINE C*POWER, INC.

CALPINE CALGEN HOLDINGS, INC.

CALPINE CALIFORNIA DEVELOPMENT COMPANY, LLC

CALPINE CALIFORNIA ENERGY FINANCE, LLC

CALPINE CALIFORNIA EQUIPMENT FINANCE COMPANY, LLC

CALPINE CALISTOGA HOLDINGS, LLC

CALPINE CENTRAL TEXAS GP, INC.

CALPINE CENTRAL, INC.

CALPINE CENTRAL, L.P.

CALPINE CENTRAL-TEXAS, INC.

CALPINE CHANNEL ENERGY CENTER GP, LLC

CALPINE CHANNEL ENERGY CENTER LP, LLC

CALPINE CLEAR LAKE ENERGY GP, LLC

CALPINE CLEAR LAKE ENERGY, LP

CALPINE COGENERATION CORPORATION

CALPINE CORPUS CHRISTI ENERGY GP, LLC

CALPINE CORPUS CHRISTI ENERGY, LP

CALPINE DECATUR PIPELINE, INC.

CALPINE DECATUR PIPELINE, L.P.

CALPINE DIGHTON, INC.

CALPINE EAST FUELS, INC.

CALPINE EASTERN CORPORATION

CALPINE ENERGY SERVICES HOLDINGS, INC.

CALPINE FINANCE COMPANY

CALPINE FREESTONE ENERGY GP, LLC

CALPINE FREESTONE ENERGY, LP

CALPINE FREESTONE, LLC

CALPINE FUELS CORPORATION

CALPINE GAS HOLDINGS, LLC

CALPINE GENERATING COMPANY, LLC

CALPINE GEYSERS COMPANY, L.P.

CALPINE GILROY 1, INC.

CALPINE GILROY 2, INC.

CALPINE GILROY COGEN, L.P.

CALPINE GLOBAL SERVICES COMPANY, INC.

CALPIRIE GORDONSVILLE GP HOLDINGS, LLC

CALPINE GORDONSVILLE LP HOLDINGS, LLC

CALPINE GORDONSVILLE, LLC

CALPINE GREENLEAF HOLDINGS, INC.

CALPINE GREENLEAF, INC.

CALPINE HIDALGO DESIGN, L.P.

CALPINE HIDALGO ENERGY CENTER, L.P.

CALPINE HIDALGO HOLDINGS, INC.

CALIPNE HIDALGO POWER GP, LLC

CALPINE HIDALGO POWER, LP

CALPINE HIDALGO, INC.

CALPINE INTERNATIONAL HOLDINGS, INC.

CALPINE INTERNATIONAL, LLC

CALPINE INVESTMENT HOLDINGS, LLC

CALPINE KENNEDY AIRPORT, INC.

CALPINE KENNEDY OPERATORS INC.

CALPINE KIA, INC.

CALPINE LEASING INC.

CALPINE LONG ISLAND, INC.

CALPINE LOST PINES OPERATIONS, INC.

CALPINC LOUISIANA PIPELINE COMPANY

CALPINE MAGIC VALLEY PIPELINE, INC.

CALPINE MONTEREY COGENERATION, INC.

CALPINE MVP, INC.

CALPINE NCTP GP, LLC

CALPINE NCTP, LP

CALPINE NORTHBROOK CORPORATION OF MAINE, INC.

CALPINE NORTHBROOK ENERGY HOLDING, LLC

CALPINE NORTHBROOK ENERGY, LLC

CALPINE NORTHBROOK HOLDINGS CORPORATION

CALPINE NORTHBROOK INVESTORS, LLC

CALPINE NORTHBROOK PROJECT HOLDINGS, LLC

CALPINE NORTHBROOK SERVICES, LLC

CALPINE NORTHBROOK SOUTHCOAST INVESTORS, LLC

CALPINE NTC, LP

CALPINE ONETA POWER I, LLC

CALPINE ONETA POWER II LLC

CALPINE ONETA POWER, L.P.

CALPINE OPERATIONS MANAGEMENT COMPANY, INC.

CALPINE PASTORIA HOLDINGS, LLC

CALPINE PHILADELPHIA, INC.

CALPINE PITTSBURG, LLC

CALPINE POWER COMPANY

CALPINE POWER EQUIPMENT LP

CALPINE POWER MANAGEMENT, INC.

CALPINE POWER MANAGEMENT, LP

CALPINE POWER, INC.

CALPINE POWERAMERICA, INC.

CALPINE POWERAMERICA - CA, LLC

CALPINE POWERAMERICA - CT, LLC

CALPINE POWERAMERICA - MA, LLC

CALPINE POWERAMERICA - ME, LLC

CALPINE POWERAMERICA - NH, LLC

CALPINE POWERAMERICA - NY, LLC

CALPINE POWERAMERICA - OR, LLC

CALPINE POWERAMERICA, LP

CALPINE PROJECT HOLDINGS, INC.

CALPINE PRYOR, INC.

CALPINE RUMFORD I, INC.

CALPINE RUMFORD, INC.

CALPINE SCHUYLKILL, INC.

CALPINE SISKIYOU GEOTHERMAL PARTNERS, L.P.

CALPINE SONORAN PIPELINE LLC

CALPINE STONY BROOK, INC.

CALPINE STONY BROOK OPERATORS, INC.

CALPINE STONY BROOK POWER MARKETING, LLC

CALPINE SUMAS, INC.

CALPINE TCCL HOLDINGS, INC.

CALPINE TEXAS PIPELINE GP, INC.

CALPINE TEXAS PIPELINE LP, INC.

CALPINE TEXAS PIPELINE, L.P.

CALPINE TIVERTON 1, INC.

CALPINE TIVERTON, INC.

CALPINE ULC I HOLDING, LLC

CALPINE UNIVERSITY POWER, INC.

CALPINE UNRESTRICTED FUNDING, LLC

CALPINE UNRESTRICTED HOLDINGS, LLC

CALPINE VAPOR, INC.

CARVILLE ENERGY LLC

CCFC DEVELOPMENT COMPANY, LLC

CCFC EQUIPMENT FINANCE COMPANY, LLC

CCFC PROJECT EQUIPMENT FINANCE COMPANY ONE, LLC

CES GP, LLC

CGC DIGHTON, LLC

CHANNEL ENERGY CENTER, LP

CHANNEL POWER GP, LLC

CHANNEL POWER, LP

CLEAR LAKE COGENERATION LIMITED PARTNERSHIP

COGENAMERICA ASIA INC.

COGENAMERICA PARLIN SUPPLY CORP.

COLUMBIA ENERGY LLC

CORPUS CHRISTI COGENERATION L.P.

CPN 3RD TURBINE, INC.

CPN ACADIA, INC.

CPN BERKS GENERATION, INC.

CPN BERKS, LLC

CPN BETHPAGE 3RD TURBINE, INC.

CPN CASCADE, INC.

CPN CLEAR LAKE, INC.

CPN DECATUR PIPELINE, INC.

CPN ENERGY SERVICES LP, INC.

CPN FREESTONE, LLC

CPN FUNDING, INC.

CPN MORRIS, INC.

CPN OXFORD, INC.

CPN PIPELINE COMPANY

CPN PLEASANT HILL OPERATING, LLC

CPN PLEASANT HILL, LLC

CPN POWER SERVICES GP, LLC

CPN POWER SERVICES, LP

CPN PRYOR FUNDING CORPORATION

CPN TELEPHONE FLAT, INC.

DECATUR ENERGY CENTER, LLC

DEER PARK POWER GP, LLC

DEER PARK POWER, LP

DELTA ENERGY CENTER, LLC

DIGHTON POWER ASSOCIATES LIMITED PARTNERSHIP

EAST ALTAMONT ENERGY CENTER, LLC

FOND DU LAC ENERGY CENTER, LLC

FONTANA ENERGY CENTER, LLC

FREESTONE POWER GENERATION, LP

GEC BETHPAGE INC.

GEOTHERMAL ENERGY PARTNERS LTD.

GEYSERS POWER COMPANY II, LLC

GEYSERS POWER COMPANY, LLC

GEYSERS POWER I COMPANY

GOLDENDALE ENERGY CENTER, LLC

HAMMOND ENERGY LLC

HILLABEE ENERGY CENTER, LLC

IDELWILD FUEL MANAGEMENT CORP.

JMC BETHPAGE, INC.

KIAC PARTNERS

LAKE WALES ENERGY CENTER, LLC

LAWRENCE ENERGY CENTER, LLC

LONE OAK ENERGY CENTER, LLC

LOS ESTEROS CRITICAL ENERGY FACILITY, LLC

LOS MEDANOS ENERGY CENTER LLC

MAGIC VALLEY GAS PIPELINE GP, LLC

MAGIC VALLEY GAS PIPELINE, LP

MAGIC VALLEY PIPELINE, L.P.

MEP PLEASANT HILL, LLC

MOAPA ENERGY CENTER, LLC

MOBILE ENERGY LLC

MODOC POWER, INC.

MORGAN ENERGY CENTER, LLC

MOUNT HOFFMAN GEOTHERMAL COMPANY, L.P.

MT. VERNON ENERGY LLC

NISSEQUOGUE COGEN PARTNERS

NORTHWEST COGENERATION, INC.

NTC FIVE, INC.

NTC GP, LLC

NUECES BAY ENERGY LLC

O.L.S. ENERGY-AGNEWS, INC.

ODYSSEY LAND ACQUISITION COMPANY

PAJARO ENERGY CENTER, LLC

PASTORIA ENERGY CENTER, LLC

PASTORIA ENERGY FACILITY, LLC

PHILADELPHIA BIOGAS SUPPLY, INC.

PHIPPS BEND ENERGY CENTER, LLC

PINE BLUFF ENERGY, LLC

POWER INVESTORS, L.L.C.

QUINTANA CANADA HOLDINGS, LLC

ROCKGEN ENERGY LLC

RUMFORD POWER ASSOCIATES LIMITED PARTNERSHIP

RUSSELL CITY ENERGY CENTER, LLC

SAN JOAQUIN VALLEY ENERGY CENTER, LLC

SILVERADO GEOTHERMAL RESOURCES, INC.

SKIPANON NATURAL GAS, LLC

SOUTH POINT ENERGY CENTER, LLC

SOUTH POINT HOLDINGS, LLC

STONY BROOK COGENERATION, INC.

STONY BROOK FUEL MANAGEMENT CORP.

SUTTER DRYERS, INC.

TBG COGEN PARTNERS

TEXAS CITY COGENERATION, L.P.

TEXAS COGENERATION COMPANY

TEXAS COGENERATION FIVE, INC.

TEXAS COGENERATION ONE COMPANY

THERMAL POWER COMPANY

TIVERTON POWER ASSOCIATES LIMITED PARTNERSHIP

TOWANTIC ENERGY, L.L.C.

VEC HOLDINGS, LLC

VENTURE ACQUISITION COMPANY

VINEYARD ENERGY CENTER, LLC

WAWAYANDA ENERGY CENTER, LLC

WHATCOM COGENERATION PARTNERS, L.P.

ZION ENERGY LLC

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

POWER SYSTEMS MFG., LLC

	By:	/s/ Charles B. Clark, Jr.
		Name: Charles B. Clark, Jr.
		Title: Chief Financial Officer

CALPINE CONSTRUCTION MANAGEMENT

COMPANY, INC.

CALPINE OPERATING SERVICES COMPANY, INC.

CALPINE POWER SERVICES, INC.

NEWSOUTH ENERGY LLC

THMASSEN TURBINE SYSTEMS AMERICA, INC.

	By:	/s/ Eric N. Pryor
		Name: Eric N. Pryor
		Title: Sr. Vice President

CALPINE ENERGY SERVICES, LP

CALPINE PRODUCER SERVICES, L.P.

CPN ENERGY SERVICES GP, INC.

	By:	/s/ Thomas N. May
		Name: Thomas N. May
		Title: President

AGENTS AND LENDERS:

DEUTSCHE BANK TRUST COMPANY AMERICAS, as an Administrative Agent and as a Lender

	By:	/s/ Marcus M. Tarkington
		Name: Marcus M. Tarkington
		Title: Director

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

CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as an Administrative Agent and as a Lender

	By:	/s/ Thomas R. Cantello
		Name: Thomas R. Cantello
		Title: Vice President

	By:	/s/ Laurence Lapeyre
		Name: Laurence Lapeyre
		Title: Associate

Evergreen CBNA Loan Funding, LLC, as a Lender

	By:	/s/ Molly Walter
		Name: Molly Walter
		Title: Attorney-in-Fact

Malibu CBNA Loan Funding, LLC, for itself or as agent for Malibu CFPI Loan Funding LLC, as a Lender

	By:	/s/ Molly Walter
		Name: Molly Walter
		Title: Attorney-in-Fact

PINEHURST TRADING, INC.,

as a Lender

	By:	/s/ Christina L. Ramseur
		Name: Christina L. Ramseur
		Title: Assistant Vice President

Saturn Trust

By: AIG Global Investment Corp.,

its Investment Advisor, as a Lender

	By:	/s/ Steven S. Oh
		Name: Steven S. Oh
		Title: Managing Director

Saturn CLO Ltd.

By: AIG Global Investment Corp.,

its Collateral Manager, as a Lender

	By:	/s/ Steven S. Oh
		Name: Steven S. Oh
		Title: Managing Director

Galaxy CLO 2003-1, Ltd.

By: AIG Global Investment Corp.,

its Collateral Manager, as a Lender

	By:	/s/ Steven S. Oh
		Name: Steven S. Oh
		Title: Managing Director

Galaxy III CLO, Ltd.

By: AIG Global Investment Corp.,

its Collateral Manager, as a Lender

	By:	/s/ Steven S. Oh
		Name: Steven S. Oh
		Title: Managing Director

Galaxy IV CLO, LTD

By: AIG Global Investment Corp.,

its Collateral Manager, as a Lender

	By:	/s/ Steven S. Oh
		Name: Steven S. Oh
		Title: Managing Director

SunAmerica Life Insurance Company

By: AIG Global Investment Corp.,

its Investment Advisor, as a Lender

	By:	/s/ Steven S. Oh
		Name: Steven S. Oh
		Title: Managing Director

AIG SunAmerica Life Assurance Company

By: AIG Global Investment Corp.,

its Investment Advisor, as a Lender

	By:	/s/ Steven S. Oh
		Name: Steven S. Oh
		Title: Managing Director

American International Group, Inc.

By: AIG Global Investment Corp.,

its Investment Advisor, as a Lender

	By:	/s/ Steven S. Oh
		Name: Steven S. Oh
		Title: Managing Director

AIG Bank Loan Fund Ltd.

By: AIG Global Investment Corp.,

its Investment Manager, as a Lender

	By:	/s/ Steven S. Oh
		Name: Steven S. Oh
		Title: Managing Director

SunAmerica Senior Floating Rate Fund, Inc.

By: AIG Global Investment Corp.,

its Investment Sub-Advisor, as a Lender

	By:	/s/ Steven S. Oh
		Name: Steven S. Oh
		Title: Managing Director

LANDMARK VII CDO LTD

By: Aladdin Capital Management LLC, as Manager

	By:	/s/ Angela Bozorgmir
		Name: Angela Bozorgmir
		Title: Director

LANDMARK VIII CDO LTD

By: Aladdin Capital Management LLC, as Manager

	By:	/s/ Angela Bozorgmir
		Name: Angela Bozorgmir
		Title: Director

Pacifica CDO VI, LTD

as a Lender

	By:	/s/ Peanie Wang
		Name: Peanie Wang
		Title: Senior Vice President

Alcentra Warehouse, LTD

as a Lender

	By:	/s/ Peanie Wang
		Name: Peanie Wang
		Title: Senior Vice President

Pacifica CDO II, LTD

as a Lender

	By:	/s/ Peanie Wang
		Name: Peanie Wang
		Title: Senior Vice President

Pacifica CDO VI, LTD

as a Lender

	By:	/s/ Peanie Wang
		Name: Peanie Wang
		Title: Senior Vice President

Alcentra Warehouse, LTD

as a Lender

	By:	/s/ Peanie Wang
		Name: Peanie Wang
		Title: Senior Vice President

AIMCO CLO, SERIES 2005-A

as a Lender

	By:	/s/ Robert B. Bodett
		Name: Robert B. Bodett
		Title: Authorized Signatory

	By:	/s/ David Walsh
		Name: David Walsh
		Title: Authorized Signatory

ANDOVER CAPITAL

as a Lender

	By:	/s/ M. Tucker
		Name: Andover Cap – M. Tucker
		Title: PM

AG ALPHA CREDIT MASTER LTD.

as a Lender

	By:	/s/ Michael Gordon
		Name: Michael Gordon
		Title: COO

Azure Funding North America I

as a Lender

	By:	/s/ Daniel Schrupp
		Name: Daniel Schrupp
		Title: Senior Portfolio Manager

ARES ENHANCED LOAN INVESTMENT STRATEGY II, LTD.

	By:	Ares Enhanced Loan Management II, L.P.,
		Investment Manager

	By:	Ares Enhanced Loan GP II, LLC,
		Its General Partner

as a Lender

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

Ares X CLO Ltd.

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

	By:	Ares CLO GP X, LLC,
		Its General Partner

as a Lender

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

ARES HR CLO Ltd.

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

	By:	Ares CLO GP IIR, LLC,
		Its General Partner

as a Lender

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

Ares VR CLO Ltd.

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

	By:	Ares CLO GP VR, LLC,
		Its General Partner

as a Lender

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

Ares VIR CLO Ltd.

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

	By:	Ares CLO GP VIR, LLC,
		Its General Partner

as a Lender

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

Ares VIII CLO Ltd.

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

	By:	Ares CLO GP VIII, LLC,
		Its General Partner

as a Lender

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

Ares IX CLO Ltd.

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

	By:	Ares CLO GP IX, LLC,
		Its General Partner

as a Lender

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

CONFLUENT 2 LIMITED

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

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

By:

Ares Management LLC, as Manager

as a Lender

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

ARES ENHANCED LOAN INVESTMENT STRATEGY, LTD.

	By:	Ares Enhanced Loan Management, L.P.,
		Investment Manager

	By:	Ares Enhanced Loan GP, LLC,
		Its General Partner

as a Lender

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

AVENUE CLO II, LIMITED

as a Lender

	By:	/s/ Richard D’Addario
		Name: Richard D’Addario
		Title: Senior Portfolio Manager

AVENUE CLO III, LIMITED

as a Lender

	By:	/s/ Richard D’Addario
		Name: Richard D’Addario
		Title: Senior Portfolio Manager

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

as a Lender

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

Sankaty High Yield Partners, III, L.P.

as a Lender

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

LOAN FUNDING IX LLC, for itself or as agent for Corporate Loan Funding IX LLC

By: INVESCO Senior Secured Management, Inc., as Portfolio Manager

	By:	/s/ Angela Gambardella
		Name: Angela Gambardella
		Title: Authorized Signatory

Sankaty High Yield Partners, II, L.P.

as a Lender

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

Sankaty Advisors, LLC as Collateral Manager for

Race Point III CLO, Limited, as Term Lender

as a Lender

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

KATONAH V, LTD.

By: INVESCO Senior Secured Management, Inc., as Investment Manager

	By:	/s/ Angela Gambardella
		Name: Angela Gambardella
		Title: Authorized Signatory

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

as a Lender

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

Sankaty Advisors, LLC as Collateral Manager for

Prospect Funding I, LLC as Term Lender

as a Lender

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

Katonah III, Ltd. by Sankaty Advisors, LLC as

Sub-Advisors

as a Lender

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

RAINTREE TRADING LLC

as a Lender

	By:	/s/ Christina L. Ramseur
		Name: Christina L. Ramseur
		Title: Assistant Vice President

WATERVILLE FUNDING LLC

as a Lender

	By:	/s/ Christina L. Ramseur
		Name: Christina L. Ramseur
		Title: Assistant Vice President

BANK OF AMERICA, N.A.

as a Lender

	By:	/s/ Jonathan M. Barnes
		Name: Jonathan M. Barnes
		Title: Vice President

BAYERISCHE LANDESBANK, as Joint Second

Priority Documentation Agent and Lender

	By:	/s/ Georgina Fiordalisi
		Name: Georgina Fiordalisi
		Title: Vice President

	By:	/s/ Donna M. Quilty
		Name: Donna M. Quilty
		Title: Vice President

BEAR STEARNS INVESTMENT PRODUCTS,

INC.

as a Lender

	By:	/s/ Jonathan Weiss
		Name: Jonathan Weiss
		Title: Authorized Signatory

BLACK DIAMOND INTERNATIONAL

FUNDING, LTD., as advised by BLACK

DIAMOND CAPITAL MANAGEMENT L.L.C.

as a Lender

	By:	/s/ Alan Corkish
		Name: Alan Corkish
		Title: Director

BDC Finance LLC

By: Black Diamond Capital Management, L.L.C.,

as its Investment Manager

as a Lender

	By:	/s/ Stephen H. Deckoff
		Name: Stephen H. Deckoff
		Title: Managing Principal
		Black Diamond Capital Management, L.L.C.

BLACK DIAMOND CLO 2006-1 (CAYMAN) LTD.

By: Black Diamond Capital Management, L.L.C.,

as its Collateral Manager

as a Lender

	By:	/s/ Stephen H. Deckoff
		Name: Stephen H. Deckoff
		Title: Managing Principal
		Black Diamond Capital Management, L.L.C.

BLACK DIAMOND CLO 2005-2 LTD.

By: Black Diamond CLO 2005-2 Adviser, L.L.C.,

as its Collateral Manager

as a Lender

	By:	/s/ Stephen H. Deckoff
		Name: Stephen H. Deckoff
		Title: Managing Principal
		Black Diamond Capital Management, L.L.C.

BLACK DIAMOND CLO 2005-1 LTD.

By: Black Diamond CLO 2005-1 Adviser, L.L.C.,

as its Collateral Manager

as a Lender

	By:	/s/ Stephen H. Deckoff
		Name: Stephen H. Deckoff
		Title: Managing Principal
		Black Diamond Capital Management, L.L.C.

BlueMountain CLO Ltd

as a Lender

	By:	/s/ Kimberly Rena
		Name: Kimberly Rena
		Title: Associate

DUNES FUNDING LLC

as a Lender

	By:	/s/ Christina L. Ramseur
		Name: Christina L. Ramseur
		Title: Assistant Vice President

Carlyle Loan Investment, Ltd.

as a Lender

	By:	/s/ Linda Pace
		Name: Linda Pace
		Title: Managing Director

CITIBANK, N.A.,

as a Lender

	By:	/s/ Alicia Beal
		Name: Alicia Beal
		Title: Attorney-in-Fact

CF Special Situation Fund I LP

as a Lender

	By:	/s/ Ryan R. Crane
		Name: Ryan R. Crane
		Title: Partner

JUPITER LOAN FUNDING LLC

as a Lender

	By:	/s/ Christina L. Ramseur
		Name: Christina L. Ramseur
		Title: Assistant Vice President

FALL CREEK CLO, LTD.

as a Lender

	By:	/s/ Thomas N. Davis
		Name: Thomas N. Davis
		Title: Authorized Signor

EAGLE CREEK CLO, LTD.

as a Lender

	By:	/s/ Thomas N. Davis
		Name: Thomas N. Davis
		Title: Authorized Signor

MADISON PARK FUNDING II

as a Lender

	By:	/s/ Linda R. Karn
		Name: Linda R. Karn
		Title: Authorized Signatory

CASTLE FUNDING II

as a Lender

	By:	/s/ Linda R. Karn
		Name: Linda R. Karn
		Title: Authorized Signatory

Atrium V

as a Lender

	By:	/s/ Linda R. Karn
		Name: Linda R. Karn
		Title: Authorized Signatory

Atrium III

as a Lender

	By:	/s/ Linda R. Karn
		Name: Linda R. Karn
		Title: Authorized Signatory

Atrium CDO

as a Lender

	By:	/s/ Linda R. Karn
		Name: Linda R. Karn
		Title: Authorized Signatory

CSAM Funding IV

as a Lender

	By:	/s/ Linda R. Karn
		Name: Linda R. Karn
		Title: Authorized Signatory

CSAM Funding III

as a Lender

	By:	/s/ Linda R. Karn
		Name: Linda R. Karn
		Title: Authorized Signatory

CSAM Funding II

as a Lender

	By:	/s/ Linda R. Karn
		Name: Linda R. Karn
		Title: Authorized Signatory

CSAM Funding I

as a Lender

	By:	/s/ Linda R. Karn
		Name: Linda R. Karn
		Title: Authorized Signatory

CREDIT SUISSE CAPITAL LLC

as a Lender

	By:	/s/ Robert Healey
		Name: Robert Healey
		Title: Director

Credit Suisse, Cayman Islands Branch,

as a Lender

	By:	/s/ Thomas R. Cantello
		Name: Thomas R. Cantello
		Title: Vice President

	By:	/s/ Laurence Lapeyre
		Name: Laurence Lapeyre
		Title: Associate

Atlas Loan Funding (Hartford), LLC

By: Atlas Capital Funding, Ltd.

By: Structured Asset Investors, LLC

Its Investment Manager

as a Lender

	By:	/s/ Diana M. Himes
		Name: Diana M. Himes
		Title: Associate

Classica Cayman B.D. Limited

as a Lender

	By:	/s/ Ryan Flohre
		Name: Ryan Flohre
		Title: Authorized Signatory

	By:	/s/ Brian Schneider
		Name: Brian Schneider
		Title: Authorized Signatory

CREDIT SUISSE LOAN FUNDING LLC

as a Lender

	By:	/s/ Barry Zamore
		Name: Barry Zamore
		Title: Managing Director

		/s/ Vikram Natarajan
		Vikram Natarajan
		Director

CYPRESSTREE CLAIF FUNDING LLC

as a Lender

	By:	/s/ Christina L. Ramseur
		Name: Christina L. Ramseur
		Title: Assistant Vice President

DURHAM ACQUISITION CO. LLC

as a Lender

	By:	/s/ Christopher M. Mackey
		Name: Christopher M. Mackey
		Title: Managing Principal

CREDIT GENESIS CLO 2005-1

as a Lender

	By:	/s/ Christopher M. Mackey
		Name: Christopher M. Mackey
		Title: Managing Principal

EAST WEST BANK, as a Lender

	By:	/s/ Nancy A. Moore
		Name: Nancy A. Moore
		Title: Senior Vice President

Eaton Vance Credit

Opportunities Fund

By: Eaton Vance Management

As Investment Advisor

as a Lender

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

GRAYSON & CO.

BY: BOSTON MANAGEMENT AND

RESEARCH

AS INVESTMENT ADVISOR

as a Lender

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

EATON VANCE INSTITUTIONAL SENIOR

LOAN FUND

BY: EATON VANCE MANAGEMENT

AS INVESTMENT ADVISOR

as a Lender

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

EATON VANCE CREDIT OPPORTUNITIES

FUND

BY: EATON VANCE MANAGEMENT

AS INVESTMENT ADVISOR

as a Lender

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

SENIOR DEBT PORTFOLIO

BY: BOSTON MANAGEMENT AND

RESEARCH

AS INVESTMENT ADVISOR

as a Lender

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

EATON VANCE INSTITUTIONAL SENIOR

LOAN FUND

BY: EATON VANCE MANAGEMENT

AS INVESTMENT ADVISOR

as a Lender

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

SENIOR DEBT PORTFOLIO

BY: BOSTON MANAGEMENT AND

RESEARCH

AS INVESTMENT ADVISOR

as a Lender

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

Erste Bank de Oestenreichischen Sparkassen AG

as a Lender

	By:	/s/ Brian J. Lynch
		Name: Brian J. Lynch
		Title: 1^st Vice President

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

TRS FORE LLC

and as a Lender

By: Deutsche Bank AG New York Branch, its sole

Member

By: DB Services New Jersey, Inc.

	By:	/s/ Alice L. Wagner
		Name: Alice L. Wagner
		Title: Vice President

	By:	/s/ Deborah O’Keefe
		Name: Deborah O’Keefe
		Title: Vice President

FORE LEVERAGED LOAN OPPORTUNITY

FUND, LTD

as a Lender

	By:	/s/ Mel Gao
		Name: Mel Gao
		Title: Assistant Secretary

FORE CONVERTIBLE MASTER FUND, LTD

as a Lender

	By:	/s/ Mel Gao
		Name: Mel Gao
		Title: Assistant Secretary

FORE ERISA FUND, LTD

as a Lender

	By:	/s/ Mel Gao
		Name: Mel Gao
		Title: Assistant Secretary

FORE MULTI STRATEGY MASTER FUND,

LTD

as a Lender

	By:	/s/ Mel Gao
		Name: Mel Gao
		Title: Assistant Secretary

FORTRESS PORTFOLIO TRUST

By: Four Corners Capital Management, LLC

As Investment Manager

	By:	/s/ Kapil Singh
		Name: Kapil Singh
		Title: Senior Vice President

FORTRESS CREDIT FUNDING III LP

as a Lender

	By:	/s/ Glenn P. Cummins
		Name: Glenn P. Cummins
		Title: Chief Financial Officer

Fortress Credit Investments I LTD

as a Lender

	By:	/s/ Constantine Dakolias
		Name: Constantine Dakolias
		Title: Chief Credit Officer

Fortress Credit Investments II LTD

as a Lender

	By:	/s/ Constantine Dakolias
		Name: Constantine Dakolias
		Title: Chief Credit Officer

Fortress Credit Funding II LP

as a Lender

	By:	/s/ Glenn P. Cummins
		Name: Glenn P. Cummins
		Title: Chief Financial Officer

MAN MAC I LIMITED

as a Lender

	By:	/s/ Mel Gao
		Name: Mel Gao
		Title: Assistant Secretary

FIRST TRUST/FOUR CORNERS SENIOR

FLOATING RATE INCOME FUND II

By: Four Corners Capital Management, LLC

As Sub-Advisor

	By:	/s/ Kapil Singh
		Name: Kapil Singh
		Title: Senior Vice President

AUGUSTA TRADING LLC

as a Lender

	By:	/s/ Christina L. Ramseur
		Name: Christina L. Ramseur
		Title: Assistant Vice President

KNIGHT CBNA LOAN FUNDING

KNIGHT CFPI LOAN FUNDING LLC

Knight CBNA Loan Funding LLC, for itself or as

Agent for Knight CFPI Loan Funding LLC

	By:	/s/ Adam Lehnertz
		Name: Adam Lehnertz
		Title: Attorney-in-Fact

SECURITY INCOME FUND-INCOME

OPPORTUNITY SERIES

By: Four Corners Capital Management, LLC

As Sub-Advisor

	By:	/s/ Kapil Singh
		Name: Kapil Singh
		Title: Senior Vice President

FOUR CORNERS CLO 2005-1, Ltd.

By: Four Corners Capital Management, LLC

As Collateral Manager

	By:	/s/ Kapil Singh
		Name: Kapil Singh, CFA
		Title: Senior Vice President

Grand Central Asset Trust, KMT Series

as a Lender

	By:	/s/ Molly Walter
		Name: Molly Walter
		Title: Attorney-in-Fact

Grand Central Asset Trust, BAS Series

as a Lender

	By:	/s/ Molly Walter
		Name: Molly Walter
		Title: Attorney-in-Fact

TRS ARIA LLC

By: Deutsche Bank AG New York Branch, its Sole

Member

By: DB Services New Jersey, Inc.

as a Lender

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

	By:	/s/ Alice L. Wagner
		Name: Alice L. Wagner
		Title: Vice President

DEUTSCHE BANK AG, NEW YORK BRANCH

as a Lender

	By:	/s/ Marcus M. Tarkington
		Name: Marcus M. Tarkington
		Title: Director

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

FIRST TRUST/FOUR CORNERS SENIOR

FLOATING RATE INCOME FUND II

By: Four Corners Capital Management, LLC

As Sub-Advisor

	By:	/s/ Kapil Singh
		Name: Kapil Singh, CFA
		Title: Senior Vice President

FORTRESS PORTFOLIO TRUST

By: Four Corners Capital Management, LLC

As Investment Manager

	By:	/s/ Kapil Singh
		Name: Kapil Singh, CFA
		Title: Senior Vice President

FIRST TRUST/FOUR CORNERS SENIOR

FLOATING RATE INCOME FUND

By: Four Corners Capital Management, LLC

As Sub-Advisor

	By:	/s/ Kapil Singh
		Name: Kapil Singh, CFA
		Title: Senior Vice President

SECURITY INCOME FUND-INCOME

OPPORTUNITY SERIES

By: Four Corners Capital Management, LLC

As Sub-Advisor

	By:	/s/ Kapil Singh
		Name: Kapil Singh, CFA
		Title: Senior Vice President

MACQUARIE/FIRST TRUST GLOBAL

INFRASTRUCTURE/UTILITIES DIVIDEND &

INCOME FUND

By: Four Corners Capital Management, LLC

As Sub-Advisor

	By:	/s/ Kapil Singh
		Name: Kapil Singh, CFA
		Title: Senior Vice President

FOUR CORNERS CLO 2005-1, Ltd.

By: Four Corners Capital Management, LLC

As Collateral Manager

	By:	/s/ Kapil Singh
		Name: Kapil Singh, CFA
		Title: Senior Vice President

MACQUARIE/FIRST TRUST GLOBAL

INFRASTRUCTURE/UTILITIES DIVIDEND &

INCOME FUND

By: Four Corners Capital Management, LLC

As Sub-Advisor

	By:	/s/ Kapil Singh
		Name: Kapil Singh, CFA
		Title: Senior Vice President

FIRST TRUST/FOUR CORNERS SENIOR

FLOATING RATE INCOME FUND

By: Four Corners Capital Management, LLC

As Sub-Advisor

	By:	/s/ Kapil Singh
		Name: Kapil Singh, CFA
		Title: Senior Vice President

Four Corners CLO II, LTD.

as a Lender

	By:	/s/ Adam Lehnertz
		Name: Adam Lehnertz
		Title: Attorney-in-Fact

Freestyle Special Opportunities Master Fund, Ltd.

as a Lender

	By:	/s/ Adrian MacKay
		Name: Adrian MacKay
		Title: Managing Member of Freestyle Fund
		Services Company LLC, Investment
		Manager

GENERAL ELECTRIC CAPITAL

CORPORATION, as Sub-Agent, Joint First Priority

Documentation Agent, Joint Second Priority

Documentation Agent and Lender

	By:	/s/ Ali Mirza
		Name: Ali Mirza
		Title: Duly Authorized Signatory

Global Leveraged Capital Credit Opportunity Fund

as a Lender

Global Leveraged Capital Management, LLC, as

Collateral Manager

	By:	/s/ Andy Cai
		Name: Andy Cai
		Title: Analyst

Citi GoldenTree Ltd.

By: GoldenTree Asset Management, LP

as a Lender

	By:	/s/ Karen A. Weber
		Name: Karen A. Weber
		Title: Director, Bank Debt

GoldenTree 2004 Trust

By: GoldenTree Asset Management, LP

as a Lender

	By:	/s/ Karen A. Weber
		Name: Karen A. Weber
		Title: Director, Bank Debt

GoldenTree Credit Opportunities Financing II,

Limited

By: GoldenTree Asset Management, LP

as a Lender

	By:	/s/ Karen A. Weber
		Name: Karen A. Weber
		Title: Director, Bank Debt

GoldenTree Credit Opportunities Financing I,

Limited

By: GoldenTree Asset Management, LP

as a Lender

	By:	/s/ Karen A. Weber
		Name: Karen A. Weber
		Title: Director, Bank Debt

GoldenTree MultiStrategy Financing, Ltd

By: GoldenTree Asset Management, LP

as a Lender

	By:	/s/ Karen A. Weber
		Name: Karen A. Weber
		Title: Director, Bank Debt

Greenwich International, Ltd.

as a Lender

	By:	/s/ Kevin Cavanaugh
		Name: Kevin Cavanaugh
		Title: SVP

The Hartford Mutual Funds, Inc. on behalf of the

Hartford Floating Rate Fund by Hartford

Investment Management Company, its sub-advisor,

as a lender

	By:	/s/ John P. Connor
		Name: John P. Connor
		Title: Senior Vice President

STANWICH LOAN FUNDING LLC

as a Lender

	By:	/s/ Christina L. Ramseur
		Name: Christina L. Ramseur
		Title: Assistant Vice President

Stedman CBNA Loan Funding LLC, for itself or as

agent for Stedman CFPI Loan Funding LLC

as a Lender

	By:	/s/ Molly Walter
		Name: Molly Walter
		Title: Attorney-in-Fact

Highland Credit Strategies Fund

as a Lender

	By:	/s/ M. Jason Blackburn
		Name: M. Jason Blackburn
		Title: Treasurer

Highland Floating Rate LLC

as a Lender

	By:	/s/ M. Jason Blackburn
		Name: M. Jason Blackburn
		Title: Treasurer

Highland Floating Rate Advantage Fund

as a Lender

	By:	/s/ M. Jason Blackburn
		Name: M. Jason Blackburn
		Title: Treasurer

Loan Funding IV LLC

By: Highland Capital Management, L.P.,

As Collateral Manager

By: Strand Advisors, Inc., Its General Partner

as a Lender

	By:	/s/ Brian Lohrding
		Name: Brian Lohrding
		Title: Treasurer, Strand Advisors, Inc.,
		General Partner of Highland Capital
		Management, L.P.

Highland Legacy Limited

By: Highland Capital Management, L.P.,

As Collateral Manager

By: Strand Advisors, Inc., Its General Partner

as a Lender

	By:	/s/ Brian Lohrding
		Name: Brian Lohrding
		Title: Treasurer, Strand Advisors, Inc.,
		General Partner of Highland Capital
		Management, L.P.

Highland Offshore Partners, L.P.

By: Highland Capital Management, L.P.,

As Collateral Manager

By: Strand Advisors, Inc., Its General Partner

as a Lender

	By:	/s/ Brian Lohrding
		Name: Brian Lohrding
		Title: Treasurer, Strand Advisors, Inc.,
		General Partner of Highland Capital
		Management, L.P.

Rockwall CDO LTD.

By: Highland Capital Management, L.P.,

As Collateral Manager

By: Strand Advisors, Inc., Its General Partner

as a Lender

	By:	/s/ Brian Lohrding
		Name: Brian Lohrding
		Title: Treasurer, Strand Advisors, Inc.,
		General Partner of Highland Capital
		Management, L.P.

Red River CLO Ltd.

By: Highland Capital Management, L.P.,

As Collateral Manager

By: Strand Advisors, Inc., Its General Partner

as a Lender

	By:	/s/ Brian Lohrding
		Name: Brian Lohrding
		Title: Treasurer, Strand Advisors, Inc.,
		General Partner of Highland Capital
		Management, L.P.

Loan Funding VII LLC

By: Highland Capital Management, L.P.,

As Collateral Manager

By: Strand Advisors, Inc., Its General Partner

as a Lender

	By:	/s/ Brian Lohrding
		Name: Brian Lohrding
		Title: Treasurer, Strand Advisors, Inc.,
		General Partner of Highland Capital
		Management, L.P.

Liberty CLO, Ltd.

By: Highland Capital Management, L.P.,

As Collateral Manager

By: Strand Advisors, Inc., Its General Partner

as a Lender

	By:	/s/ Brian Lohrding
		Name: Brian Lohrding
		Title: Treasurer, Strand Advisors, Inc.,
		General Partner of Highland Capital
		Management, L.P.

HSH Nordbank AG, New York Branch

as a Lender

	By:	/s/ T. K. Emmons
		Name: T. K. Emmons
		Title: SUP

	By:	/s/ Lisa Cintron
		Name: Lisa Cintron
		Title: Vice President

AIM FLOATING RATE FUND

By: INVESCO Senior Secured Management, Inc.,

as Sub-Advisor

	By:	/s/ Angela Gambardella
		Name: Angela Gambardella
		Title: Authorized Signatory

DIVERSIFIED CREDIT PORTFOLIA LTD.

By: INVESCO Senior Secured Management, Inc.,

as Investment Advisor

	By:	/s/ Angela Gambardella
		Name: Angela Gambardella
		Title: Authorized Signatory

Atlas Loan Funding 7, LLC

By: Atlas Capital Funding, Ltd.

By: Structured Asset Investors, LLC

Its Investment Manager

as a Lender

	By:	/s/ Diana M. Himes
		Name: Diana M. Himes
		Title: Associate

NAUTIQUE FUNDING LTD.

By: INVESCO Senior Secured Management, Inc.,

as Collateral Manager

	By:	/s/ Angela Gambardella
		Name: Angela Gambardella
		Title: Authorized Signatory

SAGAMORE CLO LTD.

By: INVESCO Senior Secured Management, Inc.,

as Collateral Manager

	By:	/s/ Angela Gambardella
		Name: Angela Gambardella
		Title: Authorized Signatory

SARATOGA CLO I, LIMITED

By: INVESCO Senior Secured Management, Inc.,

as the Asset Manager

	By:	/s/ Angela Gambardella
		Name: Angela Gambardella
		Title: Authorized Signatory

SKY LOAN FUNDING LLC

as a Lender

	By:	/s/ David Balmert
		Name: David Balmert
		Title: Attorney-in-Kind

KINGSLAND III, LTD.,

as a Lender

	By:	/s/ Vincent Siino
		Name: Vincent Siino
		Title: Authorized Officer, Kingsland Capital
		Management, LLC, as Manager

KINGSLAND II, LTD.,

as a Lender

	By:	/s/ Vincent Siino
		Name: Vincent Siino
		Title: Authorized Officer, Kingsland Capital
		Management, LLC, as Manager

KINGSLAND I, LTD.,

as a Lender

	By:	/s/ Vincent Siino
		Name: Vincent Siino
		Title: Authorized Officer, Kingsland Capital
		Management, LLC, as Manager

Bushnell CBNA Loan Funding LLC, for itself or as

agent for Bushnell CFPI Loan Funding L.L.C.

as a Lender

	By:	/s/ Molly Walter
		Name: Molly Walter
		Title: Attorney-in-Fact

Grand Central Asset Trust, FPV Series

	By:	/s/ Beata Konopko
		Name: Beata Konopko
		Title: Attorney-in-Fact

Trumbull THC2 Loan Funding LLC, for itself or as

agent for Trumbull THC2 CFPI Loan Funding

L.L.C.

as a Lender

	By:	/s/ Molly Walter
		Name: Molly Walter
		Title: Attorney-in-Fact

Grand Central Asset Trust, PFV Series

	By:	/s/ Beata Konopko
		Name: Beata Konopko
		Title: Attorney-in-Fact

LightPoint CLO 2004-1, Ltd.

Premium Loan Trust I, Ltd.

LightPoint CLO III, Ltd.

LightPoint CLO IV, Ltd.

	By:	/s/ Colin Donlan
		Name: Colin Donlan
		Title: Director

LONG LANE MASTER TRUST IV

as a Lender

	By:	/s/ Christina L. Ramseur
		Name: Christina L. Ramseur
		Title: Authorized Agent

LATITUDE CLO II, LTD

as a Lender

	By:	/s/ Chauncey F. Lufkin
		Name: Chauncey F. Lufkin
		Title: CIO

Luminus Energy Partners Master Fund, Ltd.

as a Lender

	By:	/s/ Paul Segal
		Name: Paul Segal
		Title: Director

CONTINENTAL CASUALTY COMPANY

as a Lender

	By:	/s/ Marilou R. McGirr
		Name: Marilou R. McGirr
		Title: Vice President and Assistant Treasurer

GANNETT PEAK CLO I, LTD.

By: McDonnell Investment Management, LLC, as

Investment Manager

as a Lender

	By:	/s/ Kathleen A. Zarn
		Name: Kathleen A. Zarn
		Title: Vice President

MCDONNELL LOAN OPPORTUNITY LTD.

By: McDonnell Investment Management, LLC, as

Investment Manager

as a Lender

	By:	/s/ Kathleen A. Zarn
		Name: Kathleen A. Zarn
		Title: Vice President

WIND RIVER CLO II – TATE INVESTORS,

LTD.

By: McDonnell Investment Management, LLC, as

Manager

as a Lender

	By:	/s/ Kathleen A. Zarn
		Name: Kathleen A. Zarn
		Title: Vice President

WIND RIVER CLO I, LTD.

By: McDonnell Investment Management, LLC, as

Manager

as a Lender

	By:	/s/ Kathleen A. Zarn
		Name: Kathleen A. Zarn
		Title: Vice President

Senior High Income Portfolio, Inc.

BlackRock Debt Strategies Fund, Inc.

BlackRock Diversified Income Strategies Portfolio,

Inc.

BlackRock Floating Rate Income Strategies Fund,

Inc.

BlackRock Floating Rate Income Strategies Fund

II, Inc.

Master Senior Floating Rate Trust

as Lenders

	By:	/s/ Tom Colwell
		Name: Tom Colwell
		Title: Authorized Signatory

MERRILL LYNCH CREDIT PRODUCTS, LLC

as a Lender

	By:	/s/ Neyda Darias
		Name: Neyda Darias
		Title: Vice President

SOF INVESTMENTS, L.P.

as a Lender

	By:	/s/ Marc R. Lisker
		Name: Marc R. Lisker
		Title: Manager and General Counsel

Restoration Holdings Ltd.

as a Lender

	By:	/s/ Pamela M. Lawrence
		Name: Pamela M. Lawrence
		Title: Director

OAK HILL CREDIT OPPORTUNITIES

FINANCING, LTD.

	By:	/s/ Scott D. Krase
		Name: Scott D. Krase
		Title: Authorized Person

OHSF FINANCING, LTD.

	By:	/s/ Scott D. Krase
		Name: Scott D. Krase
		Title: Authorized Person

OHSF II FNANCING, LTD.

	By:	/s/ Scott D. Krase
		Name: Scott D. Krase
		Title: Authorized Person

OAK HILL CREDIT ALPHA FINANCE I, LLC

	By:	Oak Hill Credit Alpha Fund, L.P.

		Its Member

	By:	Oak Hill Credit Alpha Gen Par, L.P.

		Its General Partner

	By:	Oak Hill Credit Alpha MGR, LLC,

		Its General Partner

	By:	/s/ Scott D. Krase
		Name: Scott D. Krase
		Title: Authorized Person

OAK HILL CREDIT ALPHA FINANCE I

(OFFSHORE), LTD.

	By:	/s/ Scott D. Krase
		Name: Scott D. Krase
		Title: Authorized Person

OAK HILL CREDIT OPPORTUNITIES

FINANCING, LTD.

	By:	/s/ Scott D. Krase
		Name: Scott D. Krase
		Title: Authorized Person

OHSF II FNANCING, LTD.

	By:	/s/ Scott D. Krase
		Name: Scott D. Krase
		Title: Authorized Person

OHSF II FNANCING, LTD.

	By:	/s/ Scott D. Krase
		Name: Scott D. Krase
		Title: Authorized Person

HarbourView CLO 2006-1, Ltd

as a Lender

	By:	/s/ Sherry Settle
		Name: Sherry Settle
		Title: Manager

Oppenheimer Senior Floating Rate Fund,

as a Lender

	By:	/s/ Sherry Settle
		Name: Sherry Settle
		Title: Manager

HARBOUR TOWN FUNDING LLC

as a Lender

	By:	/s/ Christina L. Ramseur
		Name: Christina L. Ramseur
		Title: Assistant Vice President

TRS BRUIN LLC

By: Deutsche Bank AG Cayman Islands Branch

Its sole member

By: DB Services New Jersey, Inc.,

as a Lender

	By:	/s/ Alice L. Wagner
		Name: Alice L. Wagner
		Title: Vice President

	By:	/s/ Edward Schaffer
		Name: Edward Schaffer
		Title: Vice President

Dryden VII – Leveraged Loan CDO 2004

	By:	/s/ Stephen J. Collins
		Name: Stephen J. Collins, VP
		Title: Prudential Investment Management, Inc.,
		As Collateral Manager

Dryden V – Leveraged Loan CDO 2004

	By:	/s/ Stephen J. Collins
		Name: Stephen J. Collins, VP
		Title: Prudential Investment Management, Inc.,
		As Collateral Manager

Dryden VIII – Leveraged Loan CDO 2005

	By:	/s/ Stephen J. Collins
		Name: Stephen J. Collins, VP
		Title: Prudential Investment Management, Inc.,
		As Collateral Manager

Loan Funding V, LLC

	By:	/s/ Stephen J. Collins
		Name: Stephen J. Collins, VP
		Title: Prudential Investment Management, Inc.,
		As Portfolio Manager

Dryden XVI – Leveraged Loan CDO 2004

	By:	/s/ Stephen J. Collins
		Name: Stephen J. Collins, VP
		Title: Prudential Investment Management, Inc.,
		As Collateral Manager

BOSTON HARBOR CLO 2004-1, Ltd.

	By:	/s/ Beth Mazor
		Name: Beth Mazor
		Title: V.P.

PUTNAM BANK LOAN FUND (CAYMAN)

MASTER FUND, a series of the PUTNAM

OFFSHORE MASTER SERIES TRUST, by The

Putnam Advisory Company, LLC

	By:	/s/ Angela Patel
		Name: Angela Patel
		Title: Vice President

PUTNAM FLOATING RATE INCOME FUND

	By:	/s/ Beth Mazor
		Name: Beth Mazor
		Title: V.P.

Yorkville CBNA Loan Funding LLC, for itself or

as agent for Yorkville CFPI Loan Funding LLC

as a Lender

	By:	/s/ Molly Walter
		Name: Molly Walter
		Title: Attorney-in-Fact

TRS LEDA , LLC

By: Deutsche Bank AG New York Branch, Its Sole

Member

By: DB Services New Jersey, Inc.

as a Lender

	By:	/s/ Alice L. Wagner
		Name: Alice L. Wagner
		Title: Vice President

	By:	/s/ Deborah O’Keefe
		Name: Deborah O’Keefe
		Title: Vice President

Raven Credit Opportunities Master Fund, Ltd.

By: Raven Asset Management, LLC

As Investment Advisor

as a Lender

	By:	/s/ Kevin Gerlitz
		Name: Kevin Gerlitz
		Title: CFP

RCG Corporation Master Fund, Ltd.

as a Lender

	By:	/s/ Jeffrey H. Solomon
		Name: Jeffrey H. Solomon
		Title: Authorized Signatory

Sankaty Advisors, LLC as Collateral Manager for

Race Point CLO, Limited, as Term Lender

as a Lender

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

Sankaty Advisors, LLC as Collateral Manager for

Race Point III CLO, Limited, as Term Lender

as a Lender

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

Sankaty High Yield Partners, III, L.P.

as a Lender

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

Chatham Light II CLO, Limited, by Sankaty

Advisors LLC, as Collateral Manager

as a Lender

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

Sankaty Advisors, LLC as Collateral Manager for

Loan Funding XI LLC, As Term Lender

as a Lender

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

Sankaty Advisors, LLC as Collateral Manager for

Castle Hill III CLO, Limited, as Term Lender

as a Lender

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

Sankaty Advisors, LLC as Collateral Manager for

Castle Hill II – INGOTS, Ltd., as Term Lender

as a Lender

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

Sankaty Advisors, LLC as Collateral Manager for

Nash Point CLO, Limited, as Term Lender

as a Lender

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

Sankaty Advisors, LLC as Collateral Manager for

Prospect Funding I, LLC, as Term Lender

as a Lender

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

Katonah III Ltd by Sankaty Advisors, LLC as Sub-

Advisors

as a Lender

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

Chatham Light II CLO, Limited, by Sankaty

Advisors LLC as Collateral Manager

as a Lender

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

Satellite Senior Income Fund II, LLC

By: Satellite Asset Management, L.P.

Its Investment Manager

as a Lender

	By:	/s/ Simon Raykher
		Name: Simon Raykher
		Title: General Counsel

FIELD POINT II, LTD.,

as a Lender

	By:	/s/ Richard Petrilli
		Name: Richard Petrilli
		Title: Authorized Signatory

FIELD POINT III, LTD.,

as a Lender

	By:	/s/ Richard Petrilli
		Name: Richard Petrilli
		Title: Authorized Signatory

TRS CALLISTO LLC

By: Deutsche Bank AG New York Branch, its Sole

Member

By: DB Services New Jersey, Inc.

as a Lender

	By:	/s/ Alice L. Wagner
		Name: Alice L. Wagner
		Title: Vice President

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

SOL Loan Funding LLC

As a Lender

	By:	/s/ Molly Walter
		Name: Molly Walter
		Title: Attorney-in-Fact

	Stone Tower CLO V Ltd.
	By:	Stone Tower Debt Advisors LLC,
		as its Collateral Manager

	By:	/s/ Michael W. Delpercio
		Name: Michael W. Delpercio
		Title: Authorized Signatory

	Rampart CLO I Ltd.
	By:	Stone Tower Debt Advisors LLC,
		as its Collateral Manager

	By:	/s/ Michael W. Delpercio
		Name: Michael W. Delpercio
		Title: Authorized Signatory

	Cornerstone CLO Ltd.
	By:	Stone Tower Debt Advisors LLC,
		as its Collateral Manager

	By:	/s/ Michael W. Delpercio
		Name: Michael W. Delpercio
		Title: Authorized Signatory

	Stone Tower Credit Funding I Ltd.
	By:	Stone Tower Fund Management LLC,
		as its Collateral Manager

	By:	/s/ Michael W. Delpercio
		Name: Michael W. Delpercio
		Title: Authorized Signatory

	Stone Tower CLO II Ltd.
	By:	Stone Tower Debt Advisors LLC,
		as its Collateral Manager

	By:	/s/ Michael W. Delpercio
		Name: Michael W. Delpercio
		Title: Authorized Signatory

	Granite Ventures III Ltd.
	By:	Stone Tower Debt Advisors LLC,
		as its Collateral Manager

	By:	/s/ Michael W. Delpercio
		Name: Michael W. Delpercio
		Title: Authorized Signatory

	Granite Ventures II Ltd.
	By:	Stone Tower Debt Advisors LLC,
		as its Collateral Manager

	By:	/s/ Michael W. Delpercio
		Name: Michael W. Delpercio
		Title: Authorized Signatory

	Granite Ventures I Ltd.
	By:	Stone Tower Debt Advisors LLC,
		as its Collateral Manager

	By:	/s/ Michael W. Delpercio
		Name: Michael W. Delpercio
		Title: Authorized Signatory

	Stone Tower CLO IV Ltd.
	By:	Stone Tower Debt Advisors LLC,
		as its Collateral Manager

	By:	/s/ Michael W. Delpercio
		Name: Michael W. Delpercio
		Title: Authorized Signatory

Galaxy V CLO, LTD

By: AIG Global Investment Corp.

its Collateral Manager, as a Lender

	By:	/s/ Steven S. Oh
		Name: Steven S. Oh
		Title: Managing Director

Galaxy VI CLO, LTD

By: AIG Global Investment Corp.

its Collateral Manager, as a Lender

	By:	/s/ Steven S. Oh
		Name: Steven S. Oh
		Title: Managing Director

	Centurion CDO VI, Ltd.
	By:	RiverSource Investments, LLC
		as Collateral Manager
	as a Lender

	By:	/s/ Robin C. Stancil
		Name: Robin C. Stancil
		Title: Director of Operations

	Centurion CDO VII, Ltd.
	By:	RiverSource Investments, LLC
		as Collateral Manager
	as a Lender

	By:	/s/ Robin C. Stancil
		Name: Robin C. Stancil
		Title: Director of Operations

	Centurion CDO 8, Limited
	By:	RiverSource Investments, LLC
		as Collateral Manager
	as a Lender

	By:	/s/ Robin C. Stancil
		Name: Robin C. Stancil
		Title: Director of Operations

	Centurion CDO 9, Ltd.
	By:	RiverSource Investments, LLC
		as Collateral Manager
	as a Lender

	By:	/s/ Robin C. Stancil
		Name: Robin C. Stancil
		Title: Director of Operations

	Centurion CDO 9, Ltd.
	By:	RiverSource Investments, LLC
		as Collateral Manager
	as a Lender

	By:	/s/ Robin C. Stancil
		Name: Robin C. Stancil
		Title: Director of Operations

	Centurion CDO XI, Ltd.
	By:	RiverSource Investments, LLC
		as Collateral Manager
	as a Lender

	By:	/s/ Robin C. Stancil
		Name: Robin C. Stancil
		Title: Director of Operations

	Centurion CDO 12, Limited
	By:	RiverSource Investments, LLC
		as Collateral Manager
	as a Lender

	By:	/s/ Robin C. Stancil
		Name: Robin C. Stancil
		Title: Director of Operations

RiverSource Bond Series, Inc. –

RiverSource Floating Rate Fund

as a Lender

	By:	/s/ Robin C. Stancil
		Name: Robin C. Stancil
		Title: Assistant Vice President

	IDS Life Insurance Company
	By:	RiverSource Investments, LLC
		as Collateral Manager
	as a Lender

	By:	/s/ Yvonne E. Stevens
		Name: Yvonne E. Stevens
		Title: Senior Managing Director

	Ameriprise Certificate Company
	By:	RiverSource Investments, LLC
		as Collateral Manager
	as a Lender

	By:	/s/ Yvonne E. Stevens
		Name: Yvonne E. Stevens
		Title: Senior Managing Director

	Centurion CDO II, Ltd.
	By:	RiverSource Investments, LLC
		as Collateral Manager
	as a Lender

	By:	/s/ Robin C. Stancil
		Name: Robin C. Stancil
		Title: Director of Operations

Taconic Capital Partners 1.5 LP,

By:Taconic Capital Advisors LLC, its investment

Advisor

as a Lender

	By:	/s/ Jon Jachman
		Name: Jon Jachman
		Title: Principal

The Foothill Group, Inc.

as a Lender

	By:	/s/ Dennis Ascher
		Name: Dennis Ascher
		Title: Senior Vice President

VRS Venor LLC

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

	By:	DB Services New Jersey, Inc.

	as a Lender

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

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

GENERAL PARTNER:

TCW BASS LAKE PARTNERS, L.P.,

as General Partner

TCW ASSET MANAGEMENT COMPANY

its Managing Member

	By:	/s/ Melissa V. Weiler
		Name: Melissa V. Weiler
		Title: Managing Director

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

LIMITED PARTNERS:

Those Persons Identified on the Records of the

General Partner

By: TCW Bass Lake Partners, L.P.,

as attorney-in-fact

By: TCW ASSET MANAGEMENT COMPANY

its Managing Member

	By:	/s/ Melissa V. Weiler
		Name: Melissa V. Weiler
		Title: Managing Director

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

VITESSE CLO LTD.

By: TCW Advisors as its Portfolio Manager

	By:	/s/ Wayne Hosang
		Name: Wayne Hosang
		Title: Vice President

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

CELEBRITY CLO LIMITED

By: TCW Advisors. Inc., as Agent

	By:	/s/ Wayne Hosang
		Name: Wayne Hosang
		Title: Vice President

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

VELOCITY CLO, LTD.

By: TCW Advisors. Inc., its Collateral Manager

	By:	/s/ Wayne Hosang
		Name: Wayne Hosang
		Title: Vice President

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

TCW SELECT LOAN FUND, LIMITED

By: TCW Advisors. Inc., as its Collateral Manager

	By:	/s/ Wayne Hosang
		Name: Wayne Hosang
		Title: Vice President

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

TCW Senior Secured Floating Rate Loan Fund,

L.P.

By: TCW Advisors. Inc., as its Investment Advisor

	By:	/s/ Wayne Hosang
		Name: Wayne Hosang
		Title: Vice President

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

TCW Senior Secured Loan Fund

By: TCW Advisors. Inc., as its Investment Advisor

	By:	/s/ Wayne Hosang
		Name: Wayne Hosang
		Title: Vice President

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

LOAN FUNDING I LLC

a wholly-owned subsidiary of Citibank, N.A.

By: TCW Advisors. Inc., as Portfolio Manager of

Loan Funding I LLC

	By:	/s/ Wayne Hosang
		Name: Wayne Hosang
		Title: Vice President

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

FIRST 2004-II CLO, LTD.

By: TCW Advisors. Inc., its Collateral Manager

	By:	/s/ Wayne Hosang
		Name: Wayne Hosang
		Title: Vice President

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

FIRST 2004-I CLO, LTD.

By: TCW Advisors. Inc.,

its Collateral Manager

	By:	/s/ Wayne Hosang
		Name: Wayne Hosang
		Title: Vice President

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

	WG Horizons CLO I, as a Lender
	By:	West Gate Horizons Advisors LLC,
		as Manager

	By:	/s/ Gordon R. Cook
		Name: Gordon R. Cook
		Title: Senior Credit Analyst

	WG Horizons CLO I, as a Lender
	By:	West Gate Horizons Advisors LLC,
		as Manager

	By:	/s/ Gordon R. Cook
		Name: Gordon R. Cook
		Title: Senior Credit Analyst

ENDURANCE CLO I., LTD, as a Lender

c/o West Gate Horizons Advisors LLC,

As Portfolio Manager

	By:	/s/ Gordon R. Cook
		Name: Gordon R. Cook
		Title: Senior Credit Analyst

Union Bank of California, N.A.

as a Lender

	By:	/s/ Bryan Read
		Name: Bryan Read
		Title: Vice PResident

PRESIDENT & FELLOWS of HARVARD

COLLEGE (Ref: Harvard Special Situations

Account), as a Lender

	By:	Whippoorwill Associates, Incorporated,
		Its agent and authorized signatory

	By:	/s/ Shelley F. Greenhaus
		Name: Shelley F. Greenhaus
		Title: President

BLUE CROSS OF CALIFORNIA, as a Lender

	By:	Whippoorwill Associates, Incorporated,
		Its agent and authorized signatory

	By:	/s/ Shelley F. Greenhaus
		Name: Shelley F. Greenhaus
		Title: President

WHIPPOORWILL ASSOCIATES, INC. PROFIT

SHARING PLAN, as a Lender

	By:	/s/ Shelley F. Greenhaus
		Name: Shelley F. Greenhaus
		Title: Trustee

WHIPPOORWILL DISTRESSED

OPPORTUNITY FUND, L.P., as a Lender

	By:	Whippoorwill Distressed Opportunity Fund
		GP, LLC, its general partner
	By:	Whippoorwill Associates, Incorporated,
		its managing member

	By:	/s/ Shelley F. Greenhaus
		Name: Shelley F. Greenhaus
		Title: President

WHIPPOORWILL OFFSHORE DISTRESSED

OPPORTUNITY FUND, LTD., as a Lender

	By:	Whippoorwill Associates, Incorporated,
		its agent and authorized signatory

	By:	/s/ Shelley F. Greenhaus
		Name: Shelley F. Greenhaus
		Title: President

PRESIDENT & FELLOWS of HARVARD

COLLEGE, as a Lender

	By:	Whippoorwill Associates, Incorporated,
		its agent and authorized signatory

	By:	/s/ Shelley F. Greenhaus
		Name: Shelley F. Greenhaus
		Title: President

SILVERADO CLO 2006-1 LIMITED,

as a Lender

	By:	Wells Capital Management as Portfolio
	Manager

By:

Manager

	By:	/s/ Philip Susser
		Name: Philip Susser
		Title: Senior Analyst

VULCAN VENTURES, INC.,

as a Lender

	By:	/s/ Philip Susser
		Name: Philip Susser
		Title: Senior Analyst

WELLS CAPITAL MANAGEMENT 16463700,

as a Lender

	By:	/s/ Philip Susser
		Name: Philip Susser
		Title: Senior Analyst

WELLS CAPITAL MANAGEMENT 13823100,

as a Lender

	By:	/s/ Philip Susser
		Name: Philip Susser
		Title: Senior Analyst

WELLS CAPITAL MANAGEMENT 12222133,

as a Lender

	By:	/s/ Philip Susser
		Name: Philip Susser
		Title: Senior Analyst

WELLS CAPITAL MANAGEMENT 18866500,

as a Lender

	By:	/s/ Philip Susser
		Name: Philip Susser
		Title: Senior Analyst

LANDESBANK HESSEN-THÜRINGEN

GIROZENTRALE, as a Lender

	By:	/s/ Phillip J. Kirkham
		Name: Phillip J. Kirkham
		Title: Vice President
		Corporate Finance Division
		Structured Finance

	By:	/s/ David A. Leech
		Name: David A. Leech
		Title: Senior Vice President, Manager,
		Corporate Finance Division

OCM High Yield Plus Fund, L.P.

As a Lender

	BY:	OCM High Yield Plus Fund GP, LLC
	Its:	General Partner

	BY:	Oaktree Capital Management, LLC
	Its:	Managing Member

	By:	/s/ [illegible]
		Name:
		Title:

	By:	/s/ Richard [illegible]
		Name:
		Title:

Exhibit A

to the Third Amendment

Annex 6.7A of Schedule 6.7

to the Credit Agreement

Exhibit B

to the Third Amendment

EXHIBIT I

to the Credit Agreement

FORM OF

PREPAYMENT OPTION NOTICE

Dated: ____, 200_

Deutsche Bank Trust Company Americas,

as First Priority Agent

Global Products Leveraged Loan Portfolio

60 Wall Street

New York, New York 10005

Attention: Marcus Tarkington

Telecopy No. 212-797-0070

Credit Suisse, as

Second Priority Agent

Eleven Madison Avenue

New York, New York 10010

Attention: James Moran

Telecopy No. 212-743-1878

Ladies and Gentlemen:

The undersigned, [Deutsche Bank Trust Company Americas, as administrative agent for the First Priority Lenders] [CS as administrative agent for the Second Priority Term Lenders] (in such capacity, the “Administrative Agent”), refers to the Amended and Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 23, 2006 (the “Credit Agreement”), among Calpine Corporation (the “Borrower”), the subsidiaries of the Borrower named therein, the financial institutions from time to time parties thereto (collectively, the “Lenders”), and Deutsche Bank Trust Company Americas, as administrative agent for the First Priority Lenders, and Credit Suisse, as administrative agent for the Second Priority Term Lenders (collectively, the “Administrative Agents”) among others. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. The Administrative Agent hereby gives notice of an offer of prepayment made by the Borrower pursuant to Section 2.17(e) of the Credit Agreement of the [First Priority Term Loans] [Second Priority Term Loans] Prepayment Amount. Amounts applied to prepay the [First Priority Term Loans] [Second Priority Term Loans] shall NOT be applied pro rata to the [First Priority Term Loan] [Second Priority Term Loan] held by you

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

(A)

Total [First Priority Term Loan] [Second Priority Term Loan] Prepayment Amount:

(B)	Portion of [First Priority Term Loan] [Second Priority Term Loan] Prepayment
	Amount to be received by you:

(C)	Mandatory Prepayment Date (ten (10) Business Days after the
	Date of this Prepayment Option Notice):

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

[remainder intentionally of page left blank.]

[DEUTSCHE BANK TRUST COMPANY

AMERICAS, as First Priority Agent]

[CREDIT SUISSE, as Second Priority Agent]

	By:
		Title:


(Name of Lender

By:
Title:

	Percentage of [First Priority Term Loan][Second
		Priority Term Loan]:

Prepayment Amount accepted: