CALPINE CORP
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>ex10-5.txt
<TEXT>
                                                                    EXHIBIT 10.5

                                                                  EXECUTION COPY



            THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


     This THIRD AMENDMENT,  dated as of November 6, 2003 (this "Amendment"),  to
the Amended and Restated Credit Agreement, dated as of July 16, 2003 (as amended
by the First  Amendment  thereto,  dated as of August 7, 2003, and the Amendment
and Waiver, dated as of August 28, and as the same may be amended,  supplemented
or otherwise modified from time to time, the "Credit Agreement"),  among CALPINE
CORPORATION,   a  Delaware  corporation  (together  with  its  successors,   the
"Borrower"),  the various  financial  institutions  as are or may become parties
hereto (collectively, the "Lenders"), various lead Arrangers (as defined below),
and THE BANK OF NOVA SCOTIA  ("Scotia  Capital"),  as  administrative  agent and
funding agent (in such capacity, the "Agent").

                              W I T N E S S E T H:
                               - - - - - - - - - -

     WHEREAS,  the Borrower,  the Lenders and the Agent have heretofore  entered
into the Credit Agreement; and

     WHEREAS,  the  Borrower,  the Lenders and the Agent now desire to amend the
Credit Agreement in certain respects, as hereinafter provided;

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

     SECTION 1. Defined Terms.  Unless  otherwise  defined  herein,  capitalized
terms used herein shall have the meanings set forth in the Credit Agreement.

     SECTION 2. Amendment to Section 8.2.10 (Asset Dispositions,  etc.). Section
8.2.10 of the Credit Agreement is hereby amended by:

          (a) (i)  deleting  the text "(a) or (b) above" in the  second  line of
     clause (c)  thereof,  (ii)  substituting  "(a),  (b) or (d) of this Section
     8.2.10" for such deleted text and (ii)  substituting  the period at the end
     of such clause (c) with "; or".

          (b)  inserting  a new clause (d) after  clause (c) thereof as follows:
     "(d) such  sale,  transfer,  lease,  contribution  or  conveyance  is (i) a
     contribution of Pledged Power Project assets to an Investment Joint Venture
     and  (ii)  made in  connection  with an  Investment  permitted  by  Section
     8.2.5(c).".

     SECTION 3.  Effectiveness.  This  Amendment  shall  become  effective  upon
fulfillment  of the following  conditions  precedent:  (a) the Borrower and each
Guarantor  shall  have  delivered  to the  Agent  a duly  executed  copy of this
Amendment;  (b) the Agent  shall  have  received  duly  executed  copies of this
Amendment  from the Required  Lenders;  (c) the Agent shall have  received  such
other documents as the Agent shall have reasonably requested; and (g) no Default
or Event of Default  shall have  occurred and be  continuing  on the date hereof
after giving effect to this Amendment.

     SECTION 4.  Representations and Warranties.  The Borrower hereby represents
and warrants that the  representations  and  warranties  contained in the Credit
Agreement  will be, after giving effect to this  Amendment,  true and correct in
all  material  respects,  as if made on and as of the date  hereof,  except  for
representations  and  warranties  which  speak  as  of  a  certain  date,  which
representations and warranties shall be true and correct in all material respect
as of such date.

     SECTION 5. Continuing Effect of Credit Agreement.  This Amendment shall not
constitute an amendment or waiver of any other provision of the Credit Agreement
or the Loan  Documents  not  expressly  referred  to  herein  and  shall  not be
construed as a waiver or consent to any further or future  action on the part of
the  Borrower  that would  require a waiver or  consent of the Agent  and/or the
Lenders.  Except as  expressly  amended  hereby,  the  provisions  of the Credit
Agreement  and the Loan  Documents  shall  remain in full force and effect.  All
references to the Credit Agreement in any other document, instrument,  agreement
or writing shall hereafter be deemed to refer to the Credit Agreement as amended
hereby.

     SECTION 6. Counterparts. This Amendment may be executed in counterparts and
all of the said  counterparts  taken  together shall be deemed to constitute one
and  the  same  instrument.  Delivery  of an  executed  signature  page  of this
Amendment by facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof.

     SECTION 7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

     SECTION 8. Expenses.  The Borrower agrees to pay or reimburse the Agent for
all of its  out-of-pocket  costs and expenses  incurred in  connection  with the
preparation, negotiation and execution of this Amendment, including the fees and
disbursements of counsel to the Agent.




<PAGE>


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

                                        CALPINE CORPORATION


                                        By:      /s/ MICHAEL THOMAS
                                           ------------------------------
                                           Name:  Michael Thomas
                                           Title:  SVP & Corporate Treasurer




The  undersigned  Guarantors  hereby  consent and agree to the  foregoing  Third
Amendment and agree that their Guarantee as set forth in the Security  Agreement
remains in full force and effect:

QUINTANA MINERALS (USA), INC.


By:      /s/ MICHAEL THOMAS
   ------------------------------
Name:
Title:

JOQ CANADA, INC.


By:      /s/ MICHAEL THOMAS
   ------------------------------
Name:
Title:

QUINTANA CANADA HOLDINGS, LLC


By:      /s/ MICHAEL THOMAS
   ------------------------------
Name:
Title:




<PAGE>


                                        THE BANK OF NOVA SCOTIA,
                                        as Agent


                                        By:      /s/ PAUL V. FARRELL
                                           -------------------------------
                                           Name:  Paul V. Farrell
                                           Title:  Managing Director




<PAGE>


                                        BAYERISCHE LANDESBANK, CAYMAN
                                        ISLANDS BRANCH


                                        By:      /s/ OLIVER HILDENBRAND
                                           ----------------------------------
                                           Name:  Oliver Hildenbrand
                                           Title:  Vice President




                                        By:      /s/ JAMES H. BOYLE
                                           ----------------------------------
                                           Name:  James H. Boyle
                                           Title:  Vice President




<PAGE>


                                        TORONTO DOMINION (TEXAS), INC.


                                        By:      /s/ JIM BRIDWELL
                                           ----------------------------------
                                           Name:  Jim Bridwell
                                           Title:  Vice President



<PAGE>


                                        ING CAPITAL LLC


                                        By:      /s/ ERWIN THOMET
                                           ----------------------------------
                                           Name: Erwin Thomet
                                           Title:  Managing Director


                                        By:      /s/ G. DOMINICK BELLAMY, JR
                                           ----------------------------------
                                           Name:  G. Dominick Bellamy, Jr.
                                           Title:  Director



<PAGE>


                                        ARES III CLO Ltd.

                                        By:      ARES CLO Management LLC,
                                                 Investment Manager


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



<PAGE>


                                        Ares IV CLO Ltd.

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

                                        By:      Ares CLO GP IV, LLC,
                                                 Its Managing Member


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



<PAGE>


                                        Ares V CLO Ltd.

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

                                        By:      ARES CLO GP V, LLC,
                                                 Its Managing Member


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




<PAGE>


                                        Ares VI CLO Ltd.

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

                                        By:      ARES CLO GP VI, LLC,
                                                 Its Managing Member


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




<PAGE>


                                        Ares VII CLO Ltd.

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

                                        By:      ARES CLO GP VII, LLC,
                                                 Its General Partner


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




<PAGE>


                                        Ares VIII CLO Ltd.

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

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


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




<PAGE>


                                        GALLATIN FUNDING I LTD.
                                        By:  Bear Stearns Asset Management Inc.
                                        as its Collateral Manager


                                        By:      /s/ JONATHAN BERG
                                           ---------------------------------
                                           Name:  Jonathan Berg
                                           Title:  Vice President




<PAGE>


                                        Signature  page to the THIRD  AMENDMENT,
                                        dated as of  November  [__],  2003 (this
                                        "Amendment"),   to   the   Amended   and
                                        Restated Credit  Agreement,  dated as of
                                        July 16,  2003 (as  amended by the First
                                        Amendment thereto, dated as of August 7,
                                        2003,  and  the  Amendment  and  Waiver,
                                        dated as of August  28,  and as the same
                                        may   be   amended,    supplemented   or
                                        otherwise  modified  from  time to time,
                                        the "Credit  Agreement"),  among CALPINE
                                        CORPORATION,   a  Delaware   corporation
                                        (together  with  its   successors,   the
                                        "Borrower"),   the   various   financial
                                        institutions   as  are  or  may   become
                                        parties   hereto   (collectively,    the
                                        "Lenders"),  various lead  Arrangers (as
                                        defined  below),  and  THE  BANK OF NOVA
                                        SCOTIA    ("Scotia     Capital"),     as
                                        administrative  agent and funding  agent
                                        (in such capacity, the "Agent").


                                        STEIN ROE & FARNHAM CLO I LTD.

                                        By:  Columbia Management Advisors, Inc.,
                                             As Portfolio Manager


                                        By:      /s/ KATHLEEN A ZARN
                                           ----------------------------------
                                           Name:  Kathleen A. Zarn
                                           Title:  Senior Vice President



<PAGE>


                                        Signature  page to the THIRD  AMENDMENT,
                                        dated as of  November  [__],  2003 (this
                                        "Amendment"),   to   the   Amended   and
                                        Restated Credit  Agreement,  dated as of
                                        July 16,  2003 (as  amended by the First
                                        Amendment thereto, dated as of August 7,
                                        2003,  and  the  Amendment  and  Waiver,
                                        dated as of August  28,  and as the same
                                        may   be   amended,    supplemented   or
                                        otherwise  modified  from  time to time,
                                        the "Credit  Agreement"),  among CALPINE
                                        CORPORATION,   a  Delaware   corporation
                                        (together  with  its   successors,   the
                                        "Borrower"),   the   various   financial
                                        institutions   as  are  or  may   become
                                        parties   hereto   (collectively,    the
                                        "Lenders"),  various lead  Arrangers (as
                                        defined  below),  and  THE  BANK OF NOVA
                                        SCOTIA    ("Scotia     Capital"),     as
                                        administrative  agent and funding  agent
                                        (in such capacity, the "Agent").


                                        AURUM CLO 2002-1 LTD.

                                        By:  Columbia Management Advisors, Inc.,
                                             As Investment Manager


                                        By:      /s/ KATHLEEN A ZARN
                                           ----------------------------------
                                           Name:  Kathleen A. Zarn
                                           Title:  Senior Vice President

</TEXT>
</DOCUMENT>
