CALPINE CORP
EXHIBIT 10.18
<DOCUMENT>
<TYPE>EX-10.18
<SEQUENCE>10
<FILENAME>f92357exv10w18.txt
<DESCRIPTION>EXHIBIT 10.18
<TEXT>
<PAGE>

                                                                   Exhibit 10.18

                                                                  EXECUTION COPY

                           LETTER OF CREDIT AGREEMENT

                           dated as of July 16, 2003,

                                      among

                              CALPINE CORPORATION,
                                as the Borrower,

                    CERTAIN COMMERCIAL LENDING INSTITUTIONS,
                                 as the Lenders,

                                       and

                            THE BANK OF NOVA SCOTIA,
                             as Administrative Agent

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                     PAGE
<S>                                                                                                                  <C>
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS.......................................................................      1

         SECTION 1.1.   Defined Terms............................................................................      1
         SECTION 1.2.   Use of Defined Terms.....................................................................     14
         SECTION 1.3.   Cross-References.........................................................................     14
         SECTION 1.4.   Accounting and Financial Determinations..................................................     15

ARTICLE II COMMITMENTS AND LETTERS OF CREDIT PROCEDURES..........................................................     15

         SECTION 2.1.   Commitment to Issue Letters of Credit....................................................     15
         SECTION 2.2.   Reduction of Commitment Amount...........................................................     15

ARTICLE III REPAYMENTS, INTEREST AND FEES........................................................................     16

         SECTION 3.1.   Interest Provisions......................................................................     16
         SECTION 3.2.   Fees.....................................................................................     16

ARTICLE IV LETTERS OF CREDIT.....................................................................................     17

         SECTION 4.1.   Issuance Requests........................................................................     17
         SECTION 4.2.   Issuances and Extensions.................................................................     18
         SECTION 4.3.   Expenses.................................................................................     18
         SECTION 4.4.   Other Lenders' Participation.............................................................     18
         SECTION 4.5.   Disbursements............................................................................     19
         SECTION 4.6.   Reimbursement............................................................................     19
         SECTION 4.7.   Cash Collateral..........................................................................     20
         SECTION 4.8.   Nature of Reimbursement Obligations......................................................     20
         SECTION 4.9.   Increased Costs; Indemnity...............................................................     21
         SECTION 4.10.  Existing Letters of Credit...............................................................     22

ARTICLE V CERTAIN ADDITIONAL PROVISIONS..........................................................................     22

         SECTION 5.1.   Increased Capital Costs..................................................................     22
         SECTION 5.2.   Taxes....................................................................................     23
         SECTION 5.3.   Payments, Computations, etc..............................................................     24
         SECTION 5.4.   Sharing of Payments......................................................................     24
         SECTION 5.5.   Use of Proceeds..........................................................................     25

ARTICLE VI CONDITIONS PRECEDENT..................................................................................     25

         SECTION 6.1.   Effectiveness; Initial Credit Extension..................................................     25
         SECTION 6.2.   All Credit Extensions....................................................................     26
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                                   <C>
ARTICLE VII REPRESENTATIONS AND WARRANTIES.......................................................................     28

         SECTION 7.1.   Organization, etc........................................................................     28
         SECTION 7.2.   Due Authorization, Non-Contravention, etc................................................     28
         SECTION 7.3.   Government Approval, Regulation, etc.....................................................     28
         SECTION 7.4.   Validity, etc............................................................................     28
         SECTION 7.5.   Financial Information....................................................................     29
         SECTION 7.6.   No Material Adverse Effect...............................................................     29
         SECTION 7.7.   Litigation, Labor Controversies, etc.....................................................     29
         SECTION 7.8.   Subsidiaries.............................................................................     29
         SECTION 7.9.   Regulations U and X......................................................................     29
         SECTION 7.10.  Accuracy of Information..................................................................     29

ARTICLE VIII COVENANTS...........................................................................................     30

         SECTION 8.1.   Covenants................................................................................     30

ARTICLE IX EVENTS OF DEFAULT.....................................................................................     32

         SECTION 9.1.   Listing of Events of Default.............................................................     32
         SECTION 9.2.   Action if Event of Default...............................................................     34

ARTICLE X THE AGENT..............................................................................................     35

         SECTION 10.1.   Actions.................................................................................     35
         SECTION 10.2.   Exculpation.............................................................................     35
         SECTION 10.3.   Successor...............................................................................     35
         SECTION 10.4.   Letters of Credit Issued by Agent or any Issuer.........................................     36
         SECTION 10.5.   Credit Decisions........................................................................     36
         SECTION 10.6.   Copies, etc.............................................................................     36
         SECTION 10.7.   Collateral Matters......................................................................     37

ARTICLE XI MISCELLANEOUS PROVISIONS..............................................................................     37

         SECTION 11.1.   Waivers, Amendments, etc................................................................     37
         SECTION 11.2.   Notices.................................................................................     38
         SECTION 11.3.   Payment of Costs and Expenses...........................................................     38
         SECTION 11.4.   Indemnification.........................................................................     39
         SECTION 11.5.   Survival................................................................................     40
         SECTION 11.6.   Severability............................................................................     40
         SECTION 11.7.   Headings................................................................................     41
         SECTION 11.8.   Execution in Counterparts, Effectiveness, etc...........................................     41
         SECTION 11.9.   Governing Law; Entire Agreement.........................................................     41
         SECTION 11.10.  Successors and Assigns..................................................................     41
         SECTION 11.11.  Sale and Transfer of Commitments; Participations in Commitments.........................     41
         SECTION 11.12.  Other Transactions......................................................................     43
         SECTION 11.13.  Forum Selection and Consent to Jurisdiction.............................................     43
         SECTION 11.14.  Waiver of Jury Trial....................................................................     44
         SECTION 11.15.  Confidentiality.........................................................................     44
</TABLE>

                                       ii
<PAGE>

SCHEDULE I       -   Disclosure Schedule

SCHEDULE II      -   Percentages

SCHEDULE 1.1     -   Organizational Chart

SCHEDULE 4.10    -   Existing Letters of Credit

EXHIBIT A        -   Form of Issuance Request

EXHIBIT B        -   Form of Lender Assignment Agreement

EXHIBIT C        -   Form of Cash Collateral Agreement

EXHIBIT D-1      -   Form of Opinion of general counsel of the Borrower

EXHIBIT D-2      -   Form of Opinion of special counsel to the Borrower

                                      iii

<PAGE>

                           LETTER OF CREDIT AGREEMENT

         THIS LETTER OF CREDIT AGREEMENT, dated as of July 16, 2003, 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"), and THE BANK OF NOVA SCOTIA ("Scotia
Capital"), as administrative agent (in such capacity, the "Agent").

                              W I T N E S S E T H:

         WHEREAS, the Borrower has requested that the Lenders and the Agent
enter into this Agreement pursuant to which Letters of Credit will be issued at
the request of the Borrower;

         NOW, THEREFORE, the parties hereto agree as follows:

                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

         SECTION 1.1. Defined Terms. The following terms (whether or not
underscored) when used in this Agreement, including its preamble and recitals,
shall, except where the context otherwise requires, have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):

         "Affiliate" of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person (excluding any trustee under, or any committee with responsibility for
administering, any Plan). A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, power

                  (a)      to vote 10% or more of the securities (on a fully
         diluted basis) having ordinary voting power for the election of
         directors or managing general partners; or

                  (b)      to direct or cause the direction of the management
         and policies of such Person whether by contract or otherwise.

         "Agent" is defined in the preamble and includes each other Person as
shall have subsequently been appointed as the successor Agent pursuant to
Section 10.3.

         "Agreement" means, on any date, this Letter of Credit Agreement as
originally in effect on the Closing Date and as thereafter from time to time
amended, supplemented, amended and restated, or otherwise modified and in effect
on such date.

         "Alternate Base Rate" means, on any date, a fluctuating rate of
interest per annum equal to the higher of

                  (a)      the rate of interest most recently established by
         Scotia Capital at its Domestic Office as its base rate; and

<PAGE>

                  (b)      the Federal Funds Rate most recently determined by
         Scotia Capital plus 1/2 of 1%.

         The Alternate Base Rate is not necessarily intended to be the lowest
rate of interest determined by the Agent in connection with extensions of
credit. Changes in the rate of interest on any L/C Advances will take effect
simultaneously with each change in the Alternate Base Rate. The Agent will give
notice promptly to the Borrower and the Lenders of changes in the Alternate Base
Rate.

         "Amended and Restated Credit Agreement" means that certain Amended and
Restated Credit Agreement dated as of July 16, 2003, among the Borrower, the
various financial institutions as are or may become parties thereto, as lenders,
various lead arrangers, and The Bank of Nova Scotia, as administrative agent and
funding agent, as amended, supplemented or otherwise modified from time to time.

         "Applicable Margin" means for any L/C Advance maintained under the
Commitment, 4.00% per annum.

         "Assignee Lender" is defined in Section 11.11.1.

         "Authorized Officer" means, relative to any Obligor, the president, any
executive vice president, any senior vice president, the vice president -
finance, the chief financial officer and the treasurer, in each case for whom a
signature and incumbency certificate has been delivered to the Agent.

         "Borrower" is defined in the preamble.

         "Business Day" means any day which is neither a Saturday nor Sunday nor
a legal holiday on which banks are authorized or required to be closed in San
Francisco or New York.

         "Capitalized Lease Liabilities" means all rental obligations of the
Borrower or any of its Subsidiaries under any leasing or similar arrangement
which, in accordance with GAAP, would be classified as capitalized leases, and,
for purposes of this Agreement and each other Loan Document, the amount of such
obligations shall be the capitalized amount thereof, determined in accordance
with GAAP, and the stated maturity thereof shall be the date of the last payment
of rent or any other amount due under such lease prior to the first date upon
which such lease may be terminated by the lessee without payment of a penalty.

         "Cash Collateral Account" means the cash collateral account maintained
by the Agent pursuant to the Cash Collateral Agreement.

         "Cash Collateral Agreement" means the Cash Collateral Agreement to be
entered into between the Borrower and the Agent in substantially the form
attached hereto as Exhibit C, as amended, supplemented, restated or otherwise
modified from time to time, pursuant to which the Letters of Credit are cash
collateralized.

         "CCEF" means Calpine Canada Energy Finance ULC, a Nova Scotia unlimited
liability company and a direct, Wholly Owned Subsidiary of QCH.

                                       2
<PAGE>

         "CCEF Indenture" means that certain Indenture dated as of April 25,
2001, between CCEF and Wilmington Trust Company, as Trustee, as amended by the
Amended and Restated Indenture, dated as of October 16, 2001, between CCEF and
such Trustee.

         "CCEF Notes" means the $2,030,000,000 of 8 1/2% Senior Notes due 2008
and the Cdn$200,000,000 of 8 3/4% Senior Notes due 2007, in each case issued by
CCEF pursuant to the CCEF Indenture.

         "CCEFII" means Calpine Canada Energy Finance II ULC, a Nova Scotia
unlimited liability company and a direct, Wholly Owned Subsidiary of CCRC.

         "CCEFII Indenture" means that certain Indenture dated as of October 18,
2001, as supplemented by the First Supplemental Indenture, dated as of October
18, 2002, between CCEFII and Wilmington Trust Company, as Trustee.

         "CCEFII Notes" means the L200,000,000 of 8?% Senior Notes due 2011 and
the E75,000,000 of 8?% Senior Notes due 2008, in each case issued by CCEFII
pursuant to the CCEFII Indenture.

         "CCFCI" means Calpine Construction Finance Company, L.P., a Delaware
limited partnership and an indirect, Wholly Owned Subsidiary of the Borrower.

         "CCFCI Credit Agreement" means the Amended and Restated Credit
Agreement, dated as of February 15, 2001, among CCFCI, the lenders party
thereto, Credit Suisse First Boston, as Lead Arranger, Syndication Agent and
Bookrunner, The Bank of Nova Scotia, as Lead Arranger, LC Bank and
Administrative Agent, TD Securities (USA) Inc., as Co-Arranger and
Co-Documentation Agent, and CIBC World Markets Corp., as Co-Arranger and
Co-Documentation Agent, as amended, supplemented, restated or otherwise modified
from time to time.

         "CCFCII" means Calpine Construction Finance Company II, LLC, a Delaware
limited liability company and an indirect, Wholly Owned Subsidiary of the
Borrower.

         "CCFCII Credit Agreement" means the Credit Agreement, dated as of
October 16, 2000, among CCFCII, the lenders party thereto, Credit Suisse First
Boston, as Lead Arranger and Administrative Agent, The Bank of Nova Scotia, as
Lead Arranger, Co-Syndication Agent and Bookrunner, Banc of America Securities
LLC, as Arranger and Co-Syndication Agent, ING (U.S.) Capital LLC, as Arranger
and Co-Syndication Agent, Bayerische Landesbank Girozentrale, as Arranger,
Co-Documentation Agent, and LC Bank, CIBC World Markets Corp., as Arranger and
Co-Documentation Agent, Dresdner Kleinwort Benson North America Services LLC, as
Arranger and Co-Documentation Agent, TD Securities (USA) Inc., as Arranger and
Co-Documentation Agent, as amended, supplemented, restated or otherwise modified
from time to time.

         "CCRC" means Calpine Canada Resources Company, an Alberta corporation
and an indirect, Wholly Owned Subsidiary of the Borrower.

         "CERCLA" means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended.

                                       3
<PAGE>

         "CES" means Calpine Energy Services, L.P., a Delaware limited
partnership and an indirect, Wholly Owned Subsidiary of the Borrower.

         "Closing Date" means the date specified in a written notice from the
Agent on which this Agreement becomes effective pursuant to Section 11.8 and
which is intended to be July 16, 2003.

         "CNGH" means Calpine Natural Gas Holdings, LLC, a Delaware limited
liability company, and a direct, Wholly Owned Subsidiary of the Borrower.

         "Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

         "Collateral" means any property of or other items belonging to the
Borrower or certain of its Subsidiaries subject or purported to be subject from
time to time to a Lien under any Loan Document to secure any or all of the
Obligations.

         "Commitment" is defined in Section 2.1.

         "Commitment Amount" means, on any date, $200,000,000, as such amount
may be reduced from time to time pursuant to Section 2.2.

         "Commitment Availability" means, on any date, the excess of (a) the
then Commitment Amount, over (b) the Letter of Credit Outstandings on such date.

         "Commitment Fee" is defined in Section 3.2.1.

         "Commitment Termination Date" means the earliest of

                  (a)      July 15, 2005;

                  (b)      the date on which the Commitments of the Lenders are
         terminated in full or reduced to zero pursuant to Section 2.2; and

                  (c)      the date on which any Commitment Termination Event
         occurs.

Upon the occurrence of any event described in clause (b) or (c), the Commitments
shall terminate automatically and without any further action.

         "Commitment Termination Event" means

                  (a)      the occurrence of any Default described in clauses
         (a) through (d) of Section 9.1.7 with respect to the Borrower or any
         Significant Subsidiary; or

                  (b)      the occurrence and continuance of any other Event of
         Default and the giving of notice by the Agent, acting at the direction
         of the Required Lenders, to the Borrower that the Commitments have been
         terminated.

                                       4
<PAGE>

         "Contingent Liability" means any agreement, undertaking or arrangement
by which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent or otherwise, to
provide funds for payment, to supply funds to, or otherwise to invest in, a
debtor, or otherwise to assure a creditor against loss) the indebtedness,
obligation or any other liability of any other Person (other than by
endorsements of instruments in the course of collection), or guarantees the
payment of dividends or other distributions upon the shares of any other Person.
The amount of any Person's obligation under any Contingent Liability shall be
calculated on a net basis (i.e., after taking into effect agreements,
undertakings and other arrangements between the Person whose obligations are
being guaranteed and the counterparty to such Person's obligations) and shall
(subject to any limitation set forth therein) be deemed to be the outstanding
net principal amount (or maximum net principal amount, if larger) of the debt,
obligation or other liability guaranteed thereby, or, if the principal amount is
not stated or determinable, the maximum reasonably anticipated net liability in
respect thereof as determined by the Person in good faith, provided that (y) the
amount of any Contingent Liability arising out of any indebtedness, obligation
or liability other than the items described in clauses (a), (b) and (c) of the
definition of "Indebtedness" and (z) the amount of any Contingent Liability
consisting of a "keep-well", "make well" or other similar arrangement shall be
deemed to be zero unless and until the Borrower is required to make any payment
with respect thereto (and shall thereafter be deemed to be the amount required
to be paid).

         "Controlled Group" means all members of a controlled group of
corporations and all members of a controlled group of trades or businesses
(whether or not incorporated) under common control which, together with the
Borrower, are treated as a single employer under Section 414(b) or 414(c) of the
Code or Section 4001 of ERISA.

         "Convertible Senior Notes" means the $1,200,000,000 of 4% Convertible
Senior Notes Due 2006 issued by the Borrower pursuant to the Shelf Indenture.

         "Convertible Subordinated Debentures" means the up to $284,536,100 of
Convertible Subordinated Debentures due 2029 issued by the Borrower pursuant to
the Indenture dated November 2, 1999, the up to $371,134,100 of Convertible
Subordinated Debentures due 2030 issued by the Borrower pursuant to the
Indenture dated January 31, 2000 and the up to $535,000,000 of Convertible
Subordinated Debentures due 2030 issued by the Borrower pursuant to the
Indenture dated August 9, 2000.

         "Credit Extension" means any issuance or extension by an Issuer of a
Letter of Credit.

         "Default" means any Event of Default or any condition, occurrence or
event which, after notice or lapse of time or both, would constitute an Event of
Default.

         "Disbursement" is defined in Section 4.5. "Disbursement Date" is
defined in Section 4.5.

         "Disclosure Schedule" means the Disclosure Schedule attached hereto as
Schedule I, as it may be amended, supplemented or otherwise modified from time
to time by the Borrower with the written consent of the Agent and the Required
Lenders.

                                       5
<PAGE>

         "Dollar" and the sign "$" shall each mean freely transferable lawful
money of the United States.

         "Domestic Office" means, relative to any Lender, the office of such
Lender designated as such below its signature hereto or designated in the Lender
Assignment Agreement or such other office of a Lender (or any successor or
assign of such Lender) within the United States as may be designated from time
to time by notice from such Lender, as the case may be, to each other Person
party hereto.

         "8 1/4% Senior Notes" means the $250,000,000 of 8 1/4% Senior Notes due
2005 issued by the Borrower pursuant to the Shelf Indenture.

          "8 1/2% Senior Notes" means the $2,000,000,000 of 8 1/2% Senior Notes
due 2011 issued by the Borrower pursuant to the Shelf Indenture.

         "8 3/4% Senior Note Indenture" means that certain Indenture dated as of
July 8, 1997, as supplemented by the First Supplemental Indenture dated as of
September 10, 1997 and the Second Supplemental Indenture dated as of July 31,
2000, between the Borrower and The Bank of New York, as Trustee.

         "8 3/4% Senior Notes" means the $275,000,000 of 8 3/4% Senior Notes due
2007 issued by the Borrower pursuant to the 8 3/4% Senior Note Indenture.

         "8 5/8% Senior Notes" means the $750,000,000 of 8?% Senior Notes due
2010 issued by the Borrower pursuant to the Shelf Indenture.

         "Environmental Laws" means all applicable federal, state or local
statutes, laws, ordinances, codes, rules, regulations and guidelines (including
consent decrees and administrative orders) relating to public health and safety
and protection of the environment.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute of similar import, together with the
regulations thereunder, in each case as in effect from time to time. References
to sections of ERISA also refer to any successor sections.

         "Event of Default" is defined in Section 9.1.

         "Existing Letters of Credit" means the letters of credit and bank
guarantee described in Schedule 4.10.

         "Fair Market Value" means the value that would be paid by a willing
buyer to a willing seller in a transaction not involving duress or necessity of
either party.

         "Federal Funds Rate" means, for any period, a fluctuating interest rate
per annum equal for each day during such period to

                  (a)      the weighted average of the rates on overnight
         federal funds transactions with members of the Federal Reserve System
         arranged by federal funds brokers, as

                                       6
<PAGE>

         published for such day (or, if such day is not a Business Day, for the
         next preceding Business Day) by the Federal Reserve Bank of New York;
         or

                  (b)      if such rate is not so published for any day which is
         a Business Day, the average of the quotations for such day on such
         transactions received by Scotia Capital from three federal funds
         brokers of recognized standing selected by it.

         "Fiscal Quarter" means any period of three consecutive months ending on
March 31, June 30, September 30 or December 31 of any year.

         "Fiscal Year" means any period of twelve consecutive calendar months
ending on December 31; references to a Fiscal Year with a number corresponding
to any calendar year (e.g. the "2003 Fiscal Year") refer to the Fiscal Year
ending on the December 31 occurring during such calendar year.

         "F.R.S. Board" means the Board of Governors of the Federal Reserve
System or any successor thereto.

         "GAAP" is defined in Section 1.4.

         "Guaranteed Preferred Securities" means the preferred securities issued
by one of the Trusts, from time to time, including, without limitation the
$276,000,000 of principal amount of such securities issued in November, 1999,
the $300,000,000 of principal amount of such securities issued in January, 2000,
the $60,000,000 of principal amount of such securities issued in February, 2000,
and the $517,500,000 of principal amount of such securities issued in August,
2000.

         "Hazardous Material" means

                  (a)      any "hazardous substance", as defined by CERCLA;

                  (b)      any "hazardous waste", as defined by the Resource
         Conservation and Recovery Act, as amended;

                  (c)      any petroleum product; or

                  (d)      any pollutant or contaminant or hazardous, dangerous
         or toxic chemical, material or substance within the meaning of any
         other applicable federal, state or local law, regulation, ordinance or
         requirement (including consent decrees and administrative orders)
         relating to or imposing liability or standards of conduct concerning
         any hazardous, toxic or dangerous waste, substance or material, all as
         amended or hereafter amended.

         "Hedging Obligations" means, with respect to any Person, the net
liabilities of such Person under (a) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements, foreign exchange
contracts, currency swap agreements and all other agreements or arrangements
designed to protect such Person against fluctuations in interest rates or
currency exchange rates and (b) commodity or power swap or exchange agreements.

                                       7
<PAGE>

         "herein", "hereof", "hereto", "hereunder" and similar terms contained
in this Agreement or any other Loan Document refer to this Agreement or such
other Loan Document, as the case may be, as a whole and not to any particular
section, paragraph or provision of this Agreement or such other Loan Document.

         "Impermissible Qualification" means, relative to the opinion or
certification of any independent public accountant as to any financial statement
of any Obligor, any qualification or exception to such opinion or certification

                  (a)      which is of a "going concern" or similar nature; or

                  (b)      which relates to the limited scope of examination of
         matters relevant to such financial statement.

         "including" means including without limiting the generality of any
description preceding such term, and, for purposes of this Agreement and each
other Loan Document, the parties hereto agree that the rule of ejusdem generis
shall not be applicable to limit a general statement, which is followed by or
referable to an enumeration of specific matters, to matters similar to the
matters specifically mentioned.

         "Indebtedness" of any Person means, without duplication:

                  (a)      all obligations of such Person for borrowed money and
         all obligations of such Person evidenced by bonds, debentures, notes or
         other similar instruments (excluding the Convertible Subordinated
         Debentures and any other subordinated debt securities issued by the
         Borrower to a Trust and the Guaranteed Preferred Securities or any
         similar securities);

                  (b)      all obligations, contingent or otherwise, relative to
         the stated amount of all letters of credit, whether or not drawn, and
         banker's acceptances issued for the account of such Person; provided,
         however, that if a letter of credit or banker's acceptance has been
         issued to support or secure any other form of Indebtedness, only the
         greater of the stated amount of such letter of credit or banker's
         acceptance or the outstanding principal amount of Indebtedness
         supported or secured, but not both, will be considered Indebtedness
         hereunder;

                  (c)      all obligations of such Person as lessee under leases
         which have been or should be, in accordance with GAAP, recorded as
         Capitalized Lease Liabilities;

                  (d)      all other items other than deferred taxes, deferred
         revenue and deferred leases which, in accordance with GAAP, would be
         included as liabilities on the liability side of the balance sheet of
         such Person as of the date at which Indebtedness is to be determined;

                  (e)      net liabilities of such Person under all Hedging
         Obligations;

                  (f)      whether or not so included as liabilities in
         accordance with GAAP, all net obligations of such Person to pay the
         deferred purchase price of property or services

                                       8
<PAGE>

         (excluding accounts payable incurred in the ordinary course of
         business), and indebtedness (excluding prepaid interest thereon)
         secured by a Lien on property owned or being purchased by such Person
         (including indebtedness arising under conditional sales or other title
         retention agreements), whether or not such indebtedness shall have been
         assumed by such Person or is limited in recourse, but excluding any
         royalties or similar payments to be made by such Person which are based
         on production or performance; and

                  (g)      all Contingent Liabilities of such Person in respect
         of any of the foregoing.

For all purposes of this Agreement, the Indebtedness of any Person (i) shall
include the Indebtedness of any partnership or joint venture in which such
Person is a general partner or a joint venturer, unless the indebtedness of such
partnership or joint venture is expressly nonrecourse to such Person and (ii)
shall exclude any preferred stock if, at the time of the incurrence or issuance
thereof, it would not be recorded as debt of such Person, in accordance with
GAAP.

         "Indemnified Liabilities" is defined in Section 11.4.

         "Indemnified Parties" is defined in Section 11.4.

         "Investment" means, relative to any Person, without duplication,

                  (a)      any loan or advance made by such Person to any other
         Person (excluding commission, travel and similar advances to officers
         and employees made in the ordinary course of business and prepaid
         expenses);

                  (b)      any Contingent Liability of such Person; and

                  (c)      any ownership or similar interest held by such Person
         in any other Person.

The amount of any Investment shall be the original principal or capital amount
thereof less all returns of principal or equity thereon (and without adjustment
by reason of the financial condition of such other Person) and shall, if made by
the transfer or exchange of property other than cash, be deemed to have been
made in an original principal or capital amount equal to the Fair Market Value
of such property.

         "Issuance Request" means a request and certificate duly executed by the
chief executive, accounting or financial Authorized Officer of the Borrower, in
substantially the form of Exhibit A (with such changes thereto as may be agreed
upon from time to time by the Agent and the Borrower), together with a properly
completed application for a Letter of Credit on an Issuer's standard form,
executed by an Authorized Officer of the Borrower. In the event of a conflict
between the terms of an application for a Letter of Credit and the terms of this
Agreement, the terms of this Agreement shall prevail.

         "Issuer" means Scotia Capital or any Affiliate or unit of agency of
Scotia Capital, and any successor to any of the foregoing Persons.

                                       9
<PAGE>

         "knowledge" or "to the Borrower's knowledge" means the knowledge of or
to the knowledge of the president, any vice president, the general counsel, the
secretary, the chief financial officer, the controller or the vice
president-finance of the Borrower.

         "L/C Advances" is defined in Section 4.5.

         "Lender Assignment Agreement" means a Lender Assignment Agreement
substantially in the form of Exhibit B.

         "Lenders" is defined in the preamble and includes the Issuer.

         "Letter of Credit" is defined in Section 4.1.

         "Letter of Credit Outstandings" means, at any time, an amount equal to
the sum of (a) the aggregate Stated Amount at such time of all Letters of Credit
then outstanding and undrawn (as such aggregate Stated Amount shall be adjusted,
from time to time, as a result of drawings, the issuance of Letters of Credit,
or otherwise), plus (b) the then aggregate amount of all unpaid and outstanding
Reimbursement Obligations.

         "Lien" means any security interest, mortgage, pledge, hypothecation,
assignment for security, deposit arrangement, encumbrance, lien (statutory or
otherwise), charge against or interest in property to secure payment of a debt
or performance of an obligation or other priority or preferential arrangement of
any kind or nature whatsoever.

         "Loan Document" means this Agreement, the Cash Collateral Agreement and
each other relevant agreement, document or instrument delivered in connection
therewith.

         "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the financial condition, operations, assets
(including power projects), business or prospects of the Borrower and its
Subsidiaries taken as a whole; or (b) a material adverse change in the ability
of the Borrower or any other Obligor to perform under any Loan Document.

         "Nonmaterial Subsidiary Default" means any Default (excluding any Event
of Default) arising or resulting from the default or potential default by a
Subsidiary (other than a Significant Subsidiary) under any agreement, contract
or undertaking binding on such Subsidiary other than (i) the failure by such
Subsidiary to make a required payment under any Indebtedness of such Subsidiary
having a principal amount in excess of $10,000,000 and (ii) a default in the
performance or observance of any obligation or condition with respect to any
Indebtedness of such Subsidiary having a principal amount in excess of
$10,000,000 and, as a result thereof, the holder or holders of such
Indebtedness, or any trustee or agent for such holders, causes such Indebtedness
to be repaid more quickly than theretofore scheduled, whether through the
introduction of a "cash sweep," the increase of an existing "cash sweep" or
otherwise.

         "Obligations" means all obligations (monetary or otherwise) of the
Borrower and each other Obligor arising under or in connection with this
Agreement and each other Loan Document.

                                       10
<PAGE>

         "Obligor" means the Borrower or any other Person (other than the Agent
or any Lender) obligated under, or otherwise a party to, any Loan Document.

         "Organic Document" means, relative to any Obligor, its certificate of
incorporation, partnership agreement, or similar organizational document, its
by-laws and all shareholder agreements, voting trusts and similar arrangements
applicable to any of its authorized shares of capital stock or other ownership
interests.

         "Parity Lien Debt" means any Indebtedness incurred in compliance with
the 2003 Senior Note Indenture that is secured by the Collateral (as defined in
the Amended and Restated Credit Agreement) on a parity basis with the 2003
Senior Notes and the Second Priority B Loans.

         "Participant" is defined in Section 11.11.2.

         "PBGC" means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

         "Pension Plan" means a "pension plan", as such term is defined in
Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a
multiemployer plan as defined in Section 4001(a)(3) of ERISA), and to which the
Borrower or any corporation, trade or business that is, along with the Borrower,
a member of a Controlled Group, may have liability, including any liability by
reason of having been a substantial employer within the meaning of Section 4063
of ERISA at any time during the preceding five years, or by reason of being
deemed to be a contributing sponsor under Section 4069 of ERISA.

         "Percentage" means, relative to any Lender, the percentage set forth
opposite its name on Schedule II under the caption "Percentage" or as set forth
in its Lender Assignment Agreement, as such percentage may be adjusted from time
to time pursuant to Lender Assignment Agreement(s) executed by such Lender and
its Assignee Lender(s) and delivered pursuant to Section 11.11. After the
Commitment Termination Date, relative to any Lender, at any time, such Lender's
"Percentage" shall be as in effect immediately prior to the Commitment
Termination Date and after giving effect to any Lender Assignment Agreement(s)
of such Lender executed by such Lender and its Assignee Lender(s) and delivered
pursuant to Section 11.11 at or prior to such time.

         "Person" means any natural person, corporation, partnership, limited
liability company, firm, association, trust, government, governmental agency or
any other entity, whether acting in an individual, fiduciary or other capacity.

         "Plan" means any Pension Plan or Welfare Plan.

         "Pre-2000 Indentures" means the Senior Note Indentures (other than the
Shelf Indenture, the 2003 Senior Note Indenture, the Second Priority Term Loan
Agreement, any other documentation under which the Parity Lien Debt is incurred,
the CCEF Indenture and the CCEFII Indenture).

         "QCH" means Quintana Canada Holdings, LLC, a Delaware limited liability
company and indirect, Wholly Owned Subsidiary of CNGH.

                                       11
<PAGE>

         "Quarterly Payment Date" means the last day of each March, June,
September, and December or, if any such day is not a Business Day, the next
succeeding Business Day.

         "Reimbursement Obligation" is defined in Section 4.6.

         "Release" means a "release", as such term is defined in CERCLA.

         "Required Lenders" means, at any time, Lenders owed or holding (a) if
the Commitments shall not have been terminated, at least 51% of the aggregate of
all Letter of Credit Outstandings and unfunded Commitments on such date or (b)
if the Commitments shall have been terminated, at least 51% of the aggregate
amount of all L/C Advances then outstanding.

         "Resource Conservation and Recovery Act" means the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., as in effect
from time to time.

         "Scotia Capital" is defined in the preamble.

         "Second Priority B Loans" means the $750,000,000 of Second Priority
Secured Term B Loans incurred by the Borrower pursuant to the Second Priority
Term Loan Agreement.

         "Second Priority Term Loan Agreement" means the Credit Agreement, dated
as of July 16, 2003, among the Borrower, Goldman Sachs Credit Partners L.P., as
sole lead arranger, sole bookrunner and administrative agent, Scotia Capital, as
arranger and syndication agent, TD Securities (USA) Inc., ING (U.S.) Capital LLC
and Landesbank Hessen-Thuringen, as co-arrangers, and Credit Lyonnais New York
Branch and Union Bank of California, N.A., as managing agents.

         "Senior Note Indentures" means, collectively, the 7 3/4% Senior Note
Indenture, the 7 5/8% Senior Note Indenture, the 7 7/8% Senior Note Indenture,
the 8 3/4% Senior Note Indenture, the Shelf Indenture (to the extent relating
solely to the Senior Notes), the 10 1/2% Senior Note Indenture, the 2003 Senior
Note Indenture, the Second Priority Term Loan Agreement, any other documentation
under which the Parity Lien Debt is incurred, the CCEF Indenture and the CCEFII
Indenture.

         "Senior Notes" means, collectively, the 7 3/4% Senior Notes, the 7 5/8%
Senior Notes, the 7 1/8% Senior Notes, the 8 1/4% Senior Notes, the 8 1/2%
Senior Notes, the 8 3/4% Senior Notes, the 8?% Senior Notes, the 10 1/2% Senior
Notes, the Convertible Senior Notes, the 2003 Senior Notes, the Second Priority
B Loans, the Parity Lien Debt, the CCEF Notes and the CCEFII Notes.

         "7 5/8% Senior Note Indenture" means that certain Indenture dated as of
March 29, 1999, as supplemented by the First Supplemental Indenture dated as of
July 31, 2000, between the Borrower and The Bank of New York, as Trustee.

         "7 5/8% Senior Notes" means the $250,000,000 of 7 5/8% Senior Notes due
2006 issued by the Borrower pursuant to the 7?% Senior Note Indenture.

                                       12
<PAGE>

         "7 7/8% Senior Note Indenture" means that certain Indenture dated as of
March 31, 1998, as supplemented by the First Supplemental Indenture dated as of
July 24, 1998 and the Second Supplemental Indenture dated as of July 31, 2000,
between the Borrower and The Bank of New York, as Trustee.

         "7 7/8% Senior Notes" means the $400,000,000 of 7 7/8% Senior Notes due
2008 issued by the Borrower pursuant to the 7 7/8% Senior Note Indenture.

         "7 3/4% Senior Note Indenture" means that certain Indenture dated as of
March 29, 1999, as supplemented by the First Supplemental Indenture dated as of
July 31, 2000, between the Borrower and The Bank of New York, as Trustee.

         "7 3/4% Senior Notes" means the $350,000,000 of 7 3/4% Senior Notes due
2009 issued by the Borrower pursuant to the 7 3/4% Senior Note Indenture.

         "Shelf Indenture" means that certain Indenture dated as of August 10,
2000, as supplemented from time to time, between the Borrower and Wilmington
Trust Company, as Trustee.

         "Significant Subsidiary" means each Subsidiary of the Borrower that

                  (a)      accounted for at least 10% of consolidated revenues
         of the Borrower and its Subsidiaries or 10% of consolidated earnings of
         the Borrower and its Subsidiaries before interest and taxes, in each
         case for the last four full Fiscal Quarters immediately preceding the
         date as of which any such determination is made; or

                  (b)      has assets which represent at least 10% of the
         consolidated assets of the Borrower and its Subsidiaries as of the last
         day of the last Fiscal Quarter of the Borrower immediately preceding
         the date as of which any such determination is made,

all of which shall be as reflected on the financial statements of the Borrower
for the period, or as of the date, in question. Notwithstanding the foregoing,
(i) CCFCI shall be deemed to be a Significant Subsidiary for all purposes of
this Agreement until such date as all Indebtedness under the CCFCI Credit
Agreement shall have been repaid in full and all commitments to lend thereunder
have been terminated and, thereafter, at any time when CCFCI meets the criteria
set forth in the first sentence of this definition and (ii) CCFCII shall be
deemed to be a Significant Subsidiary for all purposes of this Agreement until
such date as all Indebtedness under the CCFCII Credit Agreement shall have been
repaid in full and all commitments to lend thereunder have been terminated and,
thereafter, at any time when CCFCII meets the criteria set forth in the first
sentence of this definition.

         "Stated Amount" of each Letter of Credit means the "Stated Amount" as
defined therein.

         "Stated Expiry Date" is defined in Section 4.1(b).

         "Subordinated Debt" means all unsecured Indebtedness of the Borrower
for money borrowed which is subordinated, upon terms satisfactory to the Agent
and the Required Lenders, in right of payment to the payment in full in cash of
all Obligations.

                                       13
<PAGE>

         "Subsidiary" means, with respect to any Person, any corporation,
partnership or other Person of which at least 50% of the outstanding capital
stock or other comparable ownership interest having ordinary voting power to
elect a majority of the board of directors of such corporation, partnership or
other Person (irrespective of whether at the time capital stock of any other
class or classes of such corporation, partnership or other Person shall or might
have voting power upon the occurrence of any contingency) is at the time
directly or indirectly owned by such Person, by such Person and one or more
other Subsidiaries of such Person, or by one or more other Subsidiaries of such
Person.

         "Taxes" is defined in Section 5.2.

         "10 1/2% Senior Note Indenture" means that certain Indenture dated as
of May 16, 1996, as supplemented by the First Supplemental Indenture dated as of
August 1, 2000, between Borrower and State Street Bank and Trust Company (as
successor trustee to Fleet National Bank), as Trustee.

         "10 1/2% Senior Notes" means the $180,000,000 of 10 1/2% Senior Notes
due 2006 issued by the Borrower pursuant to the 10 1/2% Senior Note Indenture.

         "Trust" means Calpine Capital Trust, Calpine Capital Trust II and
Calpine Capital Trust III, each a Delaware business trust.

         "2003 Senior Notes" means the $2,550,000,000 of Second Priority Senior
Secured Floating Rate Notes due 2007, 8 1/2% Second Priority Senior Secured
Notes due 2010 and 8 3/4% Second Priority Senior Secured Notes due 2013, in each
case issued by the Borrower pursuant to the 2003 Senior Note Indenture.

         "2003 Senior Note Indenture" means that certain Indenture dated as of
July 16, 2003 between the Borrower and Wilmington Trust Company, as Trustee.

         "United States" or "U.S." means the United States of America, its fifty
States and the District of Columbia.

         "Welfare Plan" means a "welfare plan", as such term is defined in
Section 3(1) of ERISA.

         "Wholly Owned Subsidiary" means a Subsidiary all the capital stock of
which (other than directors' qualifying shares) is owned by the Borrower or
another Wholly Owned Subsidiary.

         SECTION 1.2. Use of Defined Terms. Unless otherwise defined or the
context otherwise requires, terms for which meanings are provided in this
Agreement shall have such meanings when used in the Disclosure Schedule and in
each Issuance Request, Loan Document, notice and other communication delivered
from time to time in connection with this Agreement or any other Loan Document.

         SECTION 1.3. Cross-References. Unless otherwise specified, references
in this Agreement and in each other Loan Document to any Article or Section are
references to such Article or Section of this Agreement or such other Loan
Document, as the case may be, and,

                                       14
<PAGE>

unless otherwise specified, references in any Article, Section or definition to
any clause are references to such clause of such Article, Section or definition.

         SECTION 1.4. Accounting and Financial Determinations. Unless otherwise
specified, all accounting terms used herein or in any other Loan Document shall
be interpreted, all accounting determinations and computations hereunder or
thereunder shall be made, and all financial statements required to be delivered
hereunder or thereunder shall be prepared in accordance with, generally accepted
accounting principles ("GAAP") in effect in the United States from time to time.

                                   ARTICLE II

                  COMMITMENTS AND LETTERS OF CREDIT PROCEDURES

         SECTION 2.1. Commitment to Issue Letters of Credit. From time to time
on any Business Day occurring prior to the Commitment Termination Date, an
Issuer will issue, and each Lender will participate in, the Letters of Credit,
in accordance with Article IV. The Commitment of each Lender described in this
Section 2.1 to issue or participate in Letters of Credit is herein referred to
as its "Commitment".

         SECTION 2.1.1. Lenders Not Permitted or Required To Issue or
Participate in Letters of Credit Under Certain Circumstances. No Lender or
Issuer, as the case may be, shall be permitted or required to issue (in the case
of an Issuer) or participate in (in the case of each Lender) any Letter of
Credit prior to the Commitment Termination Date, if, after giving effect thereto

                           (i)      all Letter of Credit Outstandings would
                  exceed the Commitment Amount or the amount then on deposit in
                  the Cash Collateral Account (which shall have been funded with
                  the proceeds of borrowings under the Amended and Restated
                  Credit Agreement); or

                           (ii)     such Lender's Percentage of all Letter of
                  Credit Outstandings would exceed such Lender's Percentage of
                  the then Commitment Amount.

         SECTION 2.2. Reduction of Commitment Amount. The Commitment Amount is
subject to reduction from time to time pursuant to this Section 2.2.

         SECTION 2.2.1. Optional Reduction. The Borrower may, from time to time
on any Business Day voluntarily reduce the Commitment Amount; provided, however,
that all such reductions shall require at least three Business Days' prior
notice to the Agent and be permanent reductions of the Commitment Amount, and
any partial reduction of the Commitment Amount shall be in a minimum amount of
$2,000,000 and in an integral multiple of $500,000.

         SECTION 2.2.2. Additional Cash Collateral. To the extent that at any
time the aggregate amount of the Letter of Credit Outstandings exceeds the
Commitment Amount in effect at such time or the amount then on deposit in the
Cash Collateral Account, then the Borrower must immediately deposit with the
Agent in the Cash Collateral Account additional cash collateral in an amount
equal to such excess (or, as applicable, the greater of such excesses).

                                       15
<PAGE>

                                  ARTICLE III

                          REPAYMENTS, INTEREST AND FEES

         SECTION 3.1. Interest Provisions. Interest shall be payable in
accordance with this Section 3.1.

         SECTION 3.1.1. Post-Maturity Rate. After the date any monetary
Obligation of the Borrower shall have become due and payable, the Borrower shall
pay, but only to the extent permitted by law, interest (after as well as before
judgment) on such amounts at a rate per annum equal to the Alternate Base Rate
plus the Applicable Margin plus a margin of 2%.

         SECTION 3.1.2. Payment Dates. Interest accrued on monetary Obligations
arising under this Agreement or any other Loan Document after the date such
amount is due and payable shall be payable upon demand.

         SECTION 3.2. Fees. The Borrower agrees to pay the fees set forth in
this Section 3.2. All such fees shall be non-refundable.

         SECTION 3.2.1. Commitment Fees. The Borrower agrees to pay to the Agent
for the account of each Lender, for the period (including any portion thereof
when any of its Commitments are suspended by reason of the Borrower's inability
to satisfy any condition of Article VI) commencing on the Closing Date and
continuing through the Commitment Termination Date, a commitment fee (the
"Commitment Fee") at the rate of 0.10% per annum, calculated on such Lender's
Percentage of the average daily unused portion of the Commitment Amount.
Commitment Fees shall be payable by the Borrower in arrears on each Quarterly
Payment Date, commencing with the first such day following the Closing Date, and
on the Commitment Termination Date.

         SECTION 3.2.2. Letter of Credit Fee. The Borrower agrees to pay to the
Agent, for the account of the Lenders, for each Letter of Credit for the period
from and including the date of the issuance of such Letter of Credit to (and
including) the date upon which (or on the next succeeding Business Day upon
which) such Letter of Credit expires or is returned to the Issuer, a fee, in
Dollars, on the average daily stated amount of such Letter of Credit calculated
at a per annum rate equal to 0.05%. Such fee shall be payable by the Borrower in
arrears on each Quarterly Payment Date, and on the date of termination or expiry
of the last Letter of Credit outstanding hereunder (for any period then ending
for which such fee shall not theretofore have been paid), commencing on the
first such date after the issuance of such Letter of Credit.

         SECTION 3.2.3. Letter of Credit Issuing Fee. The Borrower agrees to pay
to the Agent, for the account of each Issuer, an issuing fee, in Dollars, for
each Letter of Credit issued by such Issuer for the period from and including
the date of issuance of such Letter of Credit to (and including) the date upon
which such Letter of Credit expires or is returned to the Issuer at such rates
as may be agreed in writing by the Borrower and the Issuers from time to time.
Such fee shall be payable by the Borrower in arrears on each Quarterly Payment
Date and on the date of termination or expiry of the last Letter of Credit
outstanding hereunder for any period then

                                       16
<PAGE>

ending for which such fee shall not theretofore have been paid, commencing on
the first such date after the issuance of such Letter of Credit.

                                   ARTICLE IV

                                LETTERS OF CREDIT

         SECTION 4.1. Issuance Requests. By delivering to the Agent and an
Issuer an Issuance Request on or before 12:00 noon, New York time, the Borrower
may request, from time to time prior to the Commitment Termination Date and on
not less than three nor more than ten Business Days' notice, that such Issuer
issue an irrevocable standby letter of credit in Dollars and in such form as may
be requested by the Borrower and approved by such Issuer (each, together with
the Existing Letters of Credit, a "Letter of Credit"), in support of the general
corporate purposes of the Borrower and its Subsidiaries (including credit
support by the Borrower for gas and power contracts for CES, Calpine Energy
Services Canada Partnership and Calpine Energy Services UK Limited) and which
are described in such Issuance Request, provided that no Letter of Credit may be
used (i) to finance acquisitions (other than acquisitions of equipment, sites
and property in the ordinary course of the Borrower and its Subsidiaries'
business, but in no event may Letters of Credit be used to finance acquisitions
of power projects, reserves of geothermal steam and fluids and material gas
reserves) or make any Investments in any third parties (other than
Subsidiaries), directly or indirectly, through the Borrower or any of its
Subsidiaries or Affiliates or (ii) to defease, repurchase or prepay any
Subordinated Debt or any Senior Notes; and provided, further, that Letters of
Credit shall only be used to secure or support obligations (other than for the
deferred purchase price of property) entered into in the ordinary course of
business of the Borrower and its Subsidiaries. Upon receipt of an Issuance
Request, the Agent shall promptly notify the Lenders thereof. Each Letter of
Credit shall by its terms:

                  (a) be issued in a Stated Amount which does not exceed (or
         would not exceed) the then Commitment Availability;

                  (b) be stated to expire on a date (its "Stated Expiry Date")
         no later than one year from its date of issuance; provided, however,
         that a Letter of Credit may provide that if it is not renewed prior to
         its Stated Expiry Date, it may be drawn by the beneficiary thereof; and

                  (c) on or prior to its Stated Expiry Date

                           (i)      terminate immediately upon notice to the
                  Issuer thereof from the beneficiary thereunder that all
                  obligations covered thereby have been terminated, paid, or
                  otherwise satisfied in full and surrender by the beneficiary
                  of the Letter of Credit to such Issuer, and

                           (ii)     reduce in part immediately and to the extent
                  the beneficiary thereunder has notified the Issuer thereof
                  that the obligations covered thereby have been paid or
                  otherwise satisfied in part and that the Letter of Credit may
                  be reduced.

                                       17
<PAGE>

         SECTION 4.2. Issuances and Extensions. On the terms and subject to the
conditions of this Agreement (including Article VI), the Issuer to whom notice
was given under Section 4.1 shall issue Letters of Credit, in accordance with
the Issuance Requests made therefor. Such Issuer will make available the
original of each Letter of Credit which it issues in accordance with the
Issuance Request therefor to the beneficiary thereof (and will notify the Agent
of any issuance or amendment and such notice will be accompanied by a copy of
each Letter of Credit issued and any amendment thereto) and will notify the
beneficiary under any Letter of Credit of any extension of the Stated Expiry
Date thereof. The Agent will promptly notify the Lenders of issuances and
amendments and, if requested in writing by a Lender, will provide copies of
issuances and amendments to such requesting Lender.

         SECTION 4.3. Expenses. The Borrower agrees to pay to the Agent for the
account of each Issuer the standard charges of such Issuer in connection with
the issuance, maintenance, modification (if any) and administration by such
Issuer upon demand from time to time.

         SECTION 4.4. Other Lenders' Participation. Each Letter of Credit issued
pursuant to Section 4.2 shall, effective upon its issuance and without further
action, be issued on behalf of all Lenders (including the Issuer thereof) pro
rata according to their respective Percentages. Each Lender shall, to the extent
of its Percentage, be deemed irrevocably to have participated in the issuance of
such Letter of Credit and shall be responsible to pay promptly to the Issuer
thereof such Lender's Percentage of any unreimbursed drawings under a Letter of
Credit which have not been reimbursed by the Borrower in accordance with Section
4.5, or which have been reimbursed by the Borrower but must be returned,
restored or disgorged by the Issuer thereof for any reason, and each Lender
shall, to the extent of its Percentage, be entitled to receive from the Agent a
ratable portion of the letter of credit fees received by the Agent pursuant to
Section 3.2.3, with respect to each Letter of Credit. Each Lender acknowledges
and agrees that its obligation to acquire participations pursuant to this
Section 4.4 in respect of Letters of Credit issued or amended while such Lender
remains a party to this Agreement is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including any amendment of any Letter
of Credit or the occurrence and continuation of a Default or Event of Default or
reduction or termination of the Commitments, and that each such payment shall be
made without any offset, abatement, withholding or reduction whatsoever. In the
event that the Borrower shall fail to reimburse the Issuer thereof as provided
in Section 4.5 and Section 4.6 and in an amount equal to the amount of any
drawing honored by such Issuer under a Letter of Credit issued by it, or in the
event such Issuer must for any reason return or disgorge such reimbursement,
such Issuer shall promptly notify each Lender of the unreimbursed amount of such
drawing and of such Lender's respective participation therein. Each Lender shall
make available to such Issuer, whether or not any Default shall have occurred
and be continuing, an amount equal to its respective participation in same day
or immediately available funds at the office of such Issuer specified in such
notice not later than 2:00 p.m., New York time, on the Business Day (under the
laws of the jurisdiction of such Issuer) after the date notified by the Issuer.
In the event that any Lender fails to make available to an Issuer the amount of
such Lender's participation in such Letter of Credit as provided herein, such
Issuer shall be entitled to recover such amount on demand from such Lender
together with interest at the daily average Federal Funds Rate for three
Business Days and thereafter at the Alternate Base Rate plus 2%. Nothing in this
Section shall be deemed to prejudice the right of any Lender to recover from any

                                       18
<PAGE>

Issuer any amounts made available by such Lender to an Issuer pursuant to this
Section in the event that it is determined by a court of competent jurisdiction
that the payment with respect to a Letter of Credit by the Issuer thereof in
respect of which payment was made by such Lender constituted gross negligence or
willful misconduct on the part of such Issuer. Each Issuer shall distribute to
each Lender which has paid all amounts payable by it under this Section with
respect to any Letter of Credit issued by such Issuer such Lender's Percentage
of all payments received by such Issuer from the Borrower in reimbursement of
drawings honored by such Issuer under such Letter of Credit when such payments
are received.

         SECTION 4.5. Disbursements. Each Issuer will notify the Borrower and
the Agent promptly of the presentment for payment of any Letter of Credit issued
by it, together with notice of the date (a "Disbursement Date") such payment
shall be made (each such payment, a "Disbursement"). Unless otherwise agreed by
the applicable Issuer and the Borrower, drawings under any Letter of Credit
issued under Section 4.1 shall be made on sight. Subject to the terms and
provisions of such Letter of Credit, each Issuer shall make such payment to the
beneficiary (or its designee) of such Letter of Credit. Prior to 2:00 p.m., New
York time, on the Disbursement Date, the Borrower will reimburse each Issuer in
Dollars for all amounts which it has disbursed under the Letter of Credit. To
the extent an Issuer is not reimbursed in full on the date payment is made under
a Letter of Credit, the Borrower's Reimbursement Obligation shall accrue
interest at the Alternate Base Rate plus the Applicable Margin for two Business
Days and thereafter at the Post-Maturity Rate described in Section 3.1.1,
payable on demand, until reimbursed in full. In the event an Issuer is not
reimbursed by the Borrower on any Disbursement Date, or if an Issuer must for
any reason return or disgorge such reimbursement, the Lenders (including such
Issuer) shall fund the Reimbursement Obligation therefor by making, on the next
Business Day, advances ("L/C Advances") that are payable on demand and shall be
Obligations hereunder, bearing interest by reference to the Base Rate (except
that such L/C Advances shall be made upon demand by the Agent rather than upon
notice by the Borrower and shall be made, notwithstanding anything in this
Agreement to the contrary, without regard to the satisfaction of the conditions
precedent to the extension of credit set forth in Article VI of this Agreement
and notwithstanding any termination of the Commitments). Each Lender's
obligation to make L/C Advances in the amount of its Percentage of any
unreimbursed amounts outstanding under a Letter of Credit pursuant hereto is
several, and not joint or joint and several.

         SECTION 4.6. Reimbursement. The Borrower's obligation (a "Reimbursement
Obligation") under Section 4.5 to reimburse an Issuer with respect to each
disbursement (including interest thereon), and each Lender's obligation to make
participation payments in each drawing which has not been reimbursed by the
Borrower, shall be absolute and unconditional under any and all circumstances
and irrespective of any setoff, counterclaim, or defense to payment which the
Borrower may have or have had against any Lender or any beneficiary of a Letter
of Credit, including any defense based upon the occurrence of any Default, any
draft, demand or certificate or other document presented under a Letter of
Credit proving to be forged, fraudulent, invalid or insufficient, the failure of
any disbursement to conform to the terms of the applicable Letter of Credit (if,
in such Issuer's good faith opinion, such disbursement is determined to be
appropriate) or any non-application or misapplication by the beneficiary of the
proceeds of such disbursement, or the legality, validity, form, regularity, or
enforceability of such Letter of Credit; provided, however, that nothing herein
shall adversely affect the right of the Borrower to commence any proceeding
against an Issuer for any wrongful disbursement

                                       19
<PAGE>

made by such Issuer under a Letter of Credit as a result of acts or omissions
constituting gross negligence or willful misconduct on the part of such Issuer.

         SECTION 4.7. Cash Collateral. At any time when a Reimbursement
Obligation becomes due and payable, the Agent will be entitled to draw amounts
from the Cash Collateral Account to satisfy such Reimbursement Obligation.

         SECTION 4.8. Nature of Reimbursement Obligations. The Borrower shall
assume all risks of the acts, omissions, or misuse of any Letter of Credit by
the beneficiary thereof. Neither any Issuer (except to the extent of its own
gross negligence or willful misconduct) nor any Lender shall be responsible for:

                  (a) the form, validity, sufficiency, accuracy, genuineness, or
         legal effect of any document submitted by any party in connection with
         the application for and issuance of a Letter of Credit, even if it
         should in fact prove to be in any or all respects invalid,
         insufficient, inaccurate, fraudulent, or forged;

                  (b) the form, validity, sufficiency, accuracy, genuineness, or
         legal effect of any instrument transferring or assigning or purporting
         to transfer or assign a Letter of Credit or the rights or benefits
         thereunder or proceeds thereof in whole or in part, which may prove to
         be invalid or ineffective for any reason;

                  (c) failure of the beneficiary to comply fully with conditions
         required in order to demand payment under a Letter of Credit;

                  (d) errors, omissions, interruptions, or delays in
         transmission or delivery of any messages, by mail, cable, telegraph,
         telex, or otherwise;

                  (e) any error, omission, interruption, loss or delay in the
         transmission or delivery of any draft, notice or other communication
         under or relating to any Letter of Credit (including any document
         required in order to make a Disbursement thereunder) or of the proceeds
         thereof;

                  (f) any error in interpretation of technical terms;

                  (g) the performance of any transaction which underlies any
         Letter of Credit;

                  (h) any act or omission of any Person other than the Issuer
         and the Lenders;

                  (i) loss or destruction of any draft, demand, or document in
         transit or in the possession of others;

                  (j) lack of knowledge of any particular trade usage (other
         than standard United States and Western European banking usage as used
         in the normal course of business); or

                  (k) any consequence arising from causes beyond the control of
         the Issuer and the Lenders.

                                       20
<PAGE>

None of the foregoing shall affect, impair, or prevent the vesting of any of the
rights or powers granted any Issuer or any Lender hereunder. In furtherance and
extension, and not in limitation or derogation, of any of the foregoing, any
action taken or omitted to be taken by an Issuer in good faith and which is not
grossly negligent shall be binding upon the Borrower and shall not put such
Issuer under any resulting liability to the Borrower; provided, however, that
nothing herein shall relieve any Issuer, the Agent or any Lender for any
liability for its gross negligence or willful misconduct.

         SECTION 4.9. Increased Costs; Indemnity. If by reason of

                  (a) any change after the Closing Date in applicable law,
         regulation, rule, decree or regulatory requirement or any change after
         the Closing Date in the interpretation or application by any judicial
         or regulatory authority of any law, regulation, rule, decree or
         regulatory requirement, or

                  (b) compliance by any Issuer or any Lender with any new or
         modified (after the Closing Date) direction, request or requirement
         (whether or not having the force of law) of any governmental or
         monetary authority, including Regulation D of the F.R.S. Board:

                           (i)      any Issuer or any Lender shall be subject to
                  any tax (other than franchise taxes or taxes measured by net
                  income or receipts), levy, charge or withholding of any nature
                  or to any variation thereof or to any penalty with respect to
                  the maintenance or fulfillment of its obligations under this
                  Article IV, whether directly or by such being imposed on or
                  suffered by any Issuer or any Lender;

                           (ii)     any reserve, deposit or similar requirement
                  is or shall be applicable, imposed or modified in respect of
                  any Letters of Credit issued by any Issuer or participations
                  therein purchased by any Lender; or

                           (iii)    there shall be imposed on any Issuer or any
                  Lender any other condition regarding this Article IV, any
                  Letter of Credit or any participation therein;

and the result of the foregoing is directly or indirectly to increase the cost
to an Issuer or such Lender of issuing, making or maintaining any Letter of
Credit or of purchasing or maintaining any participation therein, or to reduce
any amount receivable in respect thereof by such Issuer or such Lender, then and
in any such case such Issuer or such Lender may, at any time after the
additional cost is incurred or the amount received is reduced, notify the
Borrower thereof and provide Borrower with data and calculations supporting such
costs, and the Borrower shall pay such amounts as such Issuer or Lender may
specify to be necessary to compensate such Issuer or Lender for such additional
cost or reduced receipt within ten (10) Business Days after receiving such
notice, together with interest on such amount from the date of receipt of such
notice until payment in full thereof at a rate equal at all times to the
Alternate Base Rate plus the Applicable Margin; provided, however, that Section
5.2, rather than this Section 4.9 shall govern Borrower's obligations with
respect to Taxes relating to payments by the Borrower described in the first
sentence of Section 5.2(a). The good faith determination by an Issuer or Lender,
as the case may

                                       21
<PAGE>

be, of any amount due pursuant to this Section 4.9, as set forth in a statement
setting forth the calculation thereof in reasonable detail, shall, in the
absence of manifest error, be final and conclusive and binding on all of the
parties hereto. In addition to amounts payable as elsewhere provided in this
Article IV, the Borrower hereby agrees to protect, indemnify, pay and save the
Issuers and the Lenders harmless from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and expenses (including reasonable
attorneys' fees) which any Issuer or any Lender may incur or be subject to as a
consequence, direct or indirect, of

                  (x)      the issuance of the Letters of Credit, other than as
         a result of the gross negligence or willful misconduct of an Issuer as
         determined by a court of competent jurisdiction, or

                  (y)      the failure of an Issuer to honor a drawing under any
         Letter of Credit as a result of any act or omission, whether rightful
         or wrongful, of any present or future de jure or de facto government or
         governmental authority.

         SECTION 4.10. Existing Letters of Credit. On the Closing Date, the
Existing Letters of Credit shall continue to be deemed for all purposes to be
Letters of Credit outstanding under this Agreement and entitled to the benefits
of this Agreement and the other Loan Documents, and shall be governed by the
applications and agreements pertaining thereto and by this Agreement. Each
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the Issuers on the Closing Date a participation in each such
Letter of Credit and each drawing thereunder in an amount equal to the product
of (i) such Lender's Percentage times (ii) the maximum amount available to be
drawn under such Letter of Credit and the amount of such drawing, respectively.
For purposes of Section 2.1, the Existing Letters of Credit shall be deemed to
utilize pro rata the Commitment of each Lender.

                                   ARTICLE V

                          CERTAIN ADDITIONAL PROVISIONS

         SECTION 5.1. Increased Capital Costs. If any change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in of, any law or regulation, directive, guideline, decision or request
(whether or not having the force of law) of any court, central bank, regulator
or other governmental authority causes the amount of capital required or
expected to be maintained by any Lender or any Person controlling such Lender
attributable to or based upon the Letters of Credit or Commitments hereunder to
be increased, and such Lender determines (in its reasonable discretion) that the
rate of return on its or such controlling Person's capital as a consequence of
its Commitments, issuance of or participation in Letters of Credit is reduced to
a level below that which such Lender or such controlling Person could have
achieved but for the occurrence of any such circumstance, then, in any such case
upon notice from time to time by such Lender to the Borrower, the Borrower shall
immediately pay directly to such Lender additional amounts sufficient to
compensate such Lender or such controlling Person for such reduction in rate of
return. A statement of such Lender as to any such additional amount or amounts
(including calculations thereof in reasonable detail) shall, in the absence of
manifest error and if made in good faith, be conclusive and binding on the
Borrower. In determining such

                                       22
<PAGE>

amount, such Lender may use any method of averaging and attribution that it (in
its good faith discretion) shall deem applicable.

         SECTION 5.2. Taxes. (a) Subject to each Lender's compliance with this
Section 5.2, all payments by the Borrower of all amounts payable hereunder
(including interest) shall be made free and clear of and without deduction for
any present or future income, excise, stamp or franchise taxes and other taxes,
fees, duties, withholdings or other charges of any nature whatsoever imposed by
any taxing authority, but excluding franchise taxes and taxes imposed on or
measured by any Lender's net income or receipts (such non-excluded items being
called "Taxes"). In the event that any withholding or deduction from any payment
to be made by the Borrower hereunder is required in respect of any Taxes
pursuant to any applicable law, rule or regulation, then the Borrower will

                  (i)      pay directly to the relevant authority the full
         amount required to be so withheld or deducted;

                  (ii)     promptly forward to the Agent an official receipt or
         other documentation satisfactory to the Agent evidencing such payment
         to such authority; and

                  (iii)    pay to the Agent for the account of the Lenders such
         additional amount or amounts as is necessary to ensure that the net
         amount actually received by each Lender will equal the full amount such
         Lender would have received had no such withholding or deduction been
         required.

         Moreover, if any Taxes are directly asserted against the Agent or any
         Lender with respect to any payment received by the Agent or such Lender
         hereunder, the Agent or such Lender may pay such Taxes and the Borrower
         will promptly pay such additional amounts (including any penalties,
         interest or expenses) as is necessary in order that the net amount
         received by such person after the payment of such Taxes (including any
         Taxes on such additional amount) shall equal the amount such person
         would have received had not such Taxes been asserted.

                  If the Borrower fails to pay any Taxes when due to the
         appropriate taxing authority or fails to remit to the Agent, for the
         account of the respective Lenders, the required receipts or other
         required documentary evidence, the Borrower shall indemnify the Lenders
         for any incremental Taxes, interest or penalties that may become
         payable by any Lender as a result of any such failure. For purposes of
         this Section 5.2, a distribution hereunder by the Agent or any Lender
         to or for the account of any Lender shall be deemed a payment by the
         Borrower.

                  (b) Upon the request of the Borrower or the Agent, each Lender
         (including, any participant or Assignee Lender) that is (a) organized
         under the laws of the United States or a state thereof shall execute
         and deliver to the Borrower and the Agent one or more (as the Borrower
         or the Agent may reasonably request) appropriately completed United
         States Internal Revenue Service Forms W-9 (or any successor forms or
         documents) and (b) organized under the laws of a jurisdiction other
         than the United States shall, prior to

                                       23
<PAGE>

         the due date of and as a condition to any payments hereunder, execute
         and deliver to the Borrower and the Agent one or more (as the Borrower
         or the Agent may reasonably request) United States Internal Revenue
         Service Forms W-8ECI or Forms W-8BEN or such other forms or documents
         (or successor forms or documents), appropriately completed, as may be
         applicable to establish that such Lender (or participant or Assignee
         Lender) is entitled to receive payments under this Agreement without
         deduction or withholding of any United States federal income taxes.

                  The Borrower shall not be required to pay any additional
         amounts to any Lender (or participant or Assignee Lender) in respect of
         Taxes pursuant to this Section 5.2 if the obligation to pay such
         additional amounts would not have arisen but for a failure by such
         Lender (or participant or Assignee Lender) to comply with the
         provisions of this Section 5.2 unless such failure results from (a) a
         change in applicable treaty, law or regulation or interpretation
         thereof or (b) an amendment, modification or revocation of any
         applicable tax treaty or a change in official position regarding the
         application or interpretation thereof, in each case after the date such
         Lender (or participant or Assignee Lender) becomes a party to this
         Agreement.

         SECTION 5.3. Payments, Computations, etc. Unless otherwise expressly
provided, all payments by the Borrower pursuant to this Agreement or any other
Loan Document shall be made by the Borrower to the Issuer or, as applicable, to
the Agent for the pro rata account of the Lenders entitled to receive such
payment. All such payments required to be made to the Agent shall be made,
without setoff, deduction or counterclaim, not later than 11:00 a.m., San
Francisco time, on the date due, in same day or immediately available funds, to
such account as the Agent shall specify from time to time by notice to the
Borrower. Funds received after that time shall be deemed to have been received
by the Agent on the next succeeding Business Day. The Agent shall promptly remit
in same day funds to each Lender its share, if any, of such payments received by
the Agent for the account of such Lender. All interest and fees shall be
computed on the basis of the actual number of days (including the first day but
excluding the last day) occurring during the period for which such interest or
fee is payable over a year comprised of 365 days or, if appropriate, 366 days.
Whenever any payment to be made shall otherwise be due on a day which is not a
Business Day, such payment shall be made on the next succeeding Business Day and
such extension of time shall be included in computing interest and fees, if any,
in connection with such payment.

         SECTION 5.4. Sharing of Payments. If any Lender shall obtain any
payment or other recovery as a result of its receipt of any collateral or
otherwise (whether voluntary, involuntary, by application of setoff or
otherwise) on account of any Letter of Credit in excess of its pro rata share of
payments then or therewith obtained by all Lenders, such Lender shall purchase
from the other Lenders such participations in Letters of Credit as shall be
necessary to cause such purchasing Lender to share the excess payment or other
recovery ratably with each of them; provided, however, that if all or any
portion of the excess payment or other recovery is thereafter recovered from
such purchasing Lender, the purchase shall be rescinded and each Lender which
has sold a participation to the purchasing Lender shall repay to the purchasing
Lender the purchase price to the ratable extent of such recovery together with
an amount equal to such selling Lender's ratable share (according to the
proportion of (a) the amount of such selling Lender's required repayment to the
purchasing Lender to (b) the total amount so recovered from

                                       24
<PAGE>

the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered. The Borrower
agrees that any Lender so purchasing a participation from another Lender
pursuant to this Section may, to the fullest extent permitted by law, exercise
all its rights of payment (including pursuant to Section 5.5) with respect to
such participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation. If under any applicable
bankruptcy, insolvency or other similar law, any Lender receives a secured claim
in lieu of a setoff to which this Section applies, such Lender shall, to the
extent practicable, exercise its rights in respect of such secured claim in a
manner consistent with the rights of the Lenders entitled under this Section to
share in the benefits of any recovery on such secured claim.

         SECTION 5.5. Use of Proceeds. Letters of Credit shall be used for
general corporate purposes of the Borrower and its Subsidiaries (including
credit support by the Borrower for gas and power contracts for CES, Calpine
Energy Services Canada Partnership and Calpine Energy Services UK Limited). No
Letter of Credit will be used to (i) acquire any equity security of a class
which is registered pursuant to Section 12 of the Securities Exchange Act of
1934 or any "margin stock", as defined in F.R.S. Board Regulation U, (ii)
finance acquisitions (other than the acquisition of equipment, sites and
property in the ordinary course of the Borrower and its Subsidiaries' business,
but in no event may Letters of Credit be used to finance acquisitions of power
projects, reserves of geothermal steam and fluids and natural gas reserves),
(iii) make Investments in any third parties (other than Investments in
Subsidiaries), directly or indirectly, through the Borrower or any of its
Subsidiaries or Affiliates, or (iv) defease, repurchase or prepay any
Subordinated Debt or any Senior Notes.

                                   ARTICLE VI

                              CONDITIONS PRECEDENT

         SECTION 6.1. Effectiveness; Initial Credit Extension. The effectiveness
of this Agreement and the obligation of each Lender to make its initial Credit
Extension shall be subject to the prior or concurrent satisfaction of each of
the conditions precedent set forth in this Section 6.1.

         SECTION 6.1.1. Letter of Credit Agreement; Amended and Restated Credit
Agreement. The Agent shall have received, on or before the Closing Date

                  (a) this Agreement, executed and delivered by the Agent, the
         Borrower and each of the Lenders; and

                  (b) evidence satisfactory to it that the Amended and Restated
         Credit Agreement has been executed and delivered by the parties
         thereto, and that any other conditions precedent to the effectiveness
         thereof have been satisfied.

         SECTION 6.1.2. Resolutions, etc. The Agent shall have received from
each Obligor a certificate, dated the Closing Date, of its Secretary or
Assistant Secretary, as to

                                       25
<PAGE>

                  (a) resolutions of its Board of Directors then in full force
         and effect authorizing the execution, delivery and performance of this
         Agreement and each other Loan Document to be executed by it; and

                  (b) the incumbency and signatures of those of its officers
         authorized to act with respect to this Agreement and each other Loan
         Document executed by it,

upon which certificate each Lender may conclusively rely until it shall have
received a further certificate of the Secretary of such Obligor canceling or
amending such prior certificate.

         SECTION 6.1.3. Cash Collateral Agreement. The Agent shall have received
the Cash Collateral Agreement, duly executed and delivered by the Borrower, in
substantially the form of Exhibit C hereto.

         SECTION 6.1.4. Cash Collateral. The Borrower shall have deposited in
the Cash Collateral Account an amount in immediately available funds equal to
$132,747,066 on the Closing Date.

         SECTION 6.1.5. Opinions of Counsel. The Agent shall have received
opinions, dated the date of the Closing Date and addressed to the Agent and all
Lenders, from

                  (a) Lisa Bodensteiner, Esq., general counsel of the Borrower,
         and Covington & Burling, special counsel to the Borrower, substantially
         in the forms of Exhibits D-1 and D-2, respectively; and

                  (b) Such other special and local counsel as may be required by
         the Agent, in each case in form and substance satisfactory to the
         Agent.

         SECTION 6.1.6. Closing Fees, Expenses, etc. The Agent shall have
received for its own account, or for the account of each Lender, as the case may
be, all fees, costs and expenses due and payable pursuant to Sections 3.2 and
11.3, if then invoiced.

         SECTION 6.1.7. No Material Adverse Effect. No Material Adverse Effect
shall have occurred since December 31, 2002.

         SECTION 6.2. All Credit Extensions. The obligation of each Lender to
make any Credit Extension (including the initial Credit Extension) shall be
subject to the satisfaction of each of the conditions precedent set forth in
this Section 6.2.

         SECTION 6.2.1. Commitment Under Amended and Restated Credit Agreement.
The Revolving Loan Commitment (as defined in the Amended and Restated Credit
Agreement) shall remain in full force and effect.

         SECTION 6.2.2. Compliance with Warranties, No Default, etc. Both before
and after giving effect to any Credit Extension the following statements shall
be true and correct

                  (a) the representations and warranties set forth in Article
         VII (excluding, however, those contained in Section 7.7) and in each
         other Loan Document shall be true

                                       26
<PAGE>

         and correct in all material respects with the same effect as if then
         made (unless stated to relate solely to an earlier date, in which case
         such representations and warranties shall be true and correct as of
         such earlier date);

                  (b) except as disclosed by the Borrower to the Agent and the
         Lenders pursuant to Section 7.7

                           (i)      no labor controversy, litigation,
                  arbitration or governmental investigation or proceeding shall
                  be pending or, to the knowledge of the Borrower, threatened
                  against the Borrower or any of its Significant Subsidiaries
                  which would reasonably be expected to cause a Material Adverse
                  Effect or which purports to materially and adversely affect
                  the legality, validity or enforceability of this Agreement or
                  any other Loan Document; and

                           (ii)     no development shall have occurred in any
                  labor controversy, litigation, arbitration or governmental
                  investigation or proceeding disclosed pursuant to Section 7.7
                  which might have a Material Adverse Effect; and

                  (c) no Default (other than a Nonmaterial Subsidiary Default)
         shall have then occurred and be continuing, and neither the Borrower,
         any other Obligor, nor any of its Significant Subsidiaries are in
         material violation of any law or governmental regulation or court order
         or decree which would reasonably be expected to cause a Material
         Adverse Effect.

         SECTION 6.2.3. Credit Request. The Agent shall have received an
Issuance Request for such Credit Extension. The delivery of an Issuance Request
and the issuance of the Letter of Credit shall constitute a representation and
warranty by the Borrower that on the date of the issuance of the Letter of
Credit the statements made in Section 6.2.2 are true and correct.

         SECTION 6.2.4. Satisfactory Legal Form. All documents executed or
submitted pursuant hereto by or on behalf of the Borrower or any of its
Subsidiaries or any other Obligors shall be satisfactory in form and substance
to the Agent and its counsel; the Agent and its counsel shall have received all
information, approvals, opinions, documents or instruments as the Agent or its
counsel may reasonably request.

         SECTION 6.2.5. Indentures.

                  (a) The Borrower shall have certified to the Agent that its
         incurrence of the Indebtedness under the Letters of Credit hereunder is
         permitted under the terms of Section 3.4 of the Pre-2000 Indentures. To
         the extent that the Borrower is relying on clause (a) of Section 3.4 of
         the Pre-2000 Indentures, the Borrower shall have delivered to the Agent
         a certificate of an Authorized Officer of the Borrower demonstrating
         its compliance with the incurrence test set forth therein.

                  (b) The Borrower shall have certified to the Agent that the
         incurrence of Liens in respect of such Borrowing is permitted under the
         terms of Section 3.7 of the Pre-2000 Indentures and Section 3.4 of the
         Shelf Indenture.

                                       27
<PAGE>

                                  ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

         In order to induce the Lenders and the Agent to enter into this
Agreement and to make L/C Advances and issue Letters of Credit hereunder, the
Borrower represents and warrants unto the Agent and each Lender as set forth in
this Article VII.

         SECTION 7.1. Organization, etc. The Borrower and each of its
Significant Subsidiaries is a corporation, partnership, limited liability
company or similar entity validly organized and existing and in good standing
under the laws of the State of its organization, is duly qualified to do
business and is in good standing as a foreign organization in each jurisdiction
where the nature of its business requires such qualification and where the
failure to so qualify would have a material adverse effect on the Borrower's or
any Obligor's ability to perform its obligations under the Loan Documents to
which it is a party, and has full power and authority and holds all requisite
governmental licenses, permits and other approvals to enter into and perform its
Obligations under this Agreement and each other Loan Document to which it is a
party and to own or hold under lease its property and to conduct its business
substantially as currently conducted by it.

         SECTION 7.2. Due Authorization, Non-Contravention, etc. The execution,
delivery and performance by the Borrower of this Agreement and each other Loan
Document executed or to be executed by it, and the execution, delivery and
performance by each other Obligor of each Loan Document executed or to be
executed by it are within the Borrower's and each such Obligor's corporate
powers, have been duly authorized by all necessary corporate action, and do not

                  (a) contravene the Borrower's or any such Obligor's Organic
         Documents;

                  (b) contravene any contractual restriction (including, without
         limitation, the Senior Note Indentures), law or governmental regulation
         or court decree or order binding on or affecting the Borrower or any
         such Obligor; or

                  (c) result in, or require the creation or imposition of, any
         Lien on any of the Borrower's or any other Obligor's properties.

         SECTION 7.3. Government Approval, Regulation, etc. No authorization or
approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body or other Person is required for the due execution,
delivery or performance by the Borrower or any other Obligor of this Agreement
or any other Loan Document to which it is a party. Neither the Borrower nor any
of its Significant Subsidiaries is an "investment company" within the meaning of
the Investment Company Act of 1940, as amended, or a "holding company", or a
"subsidiary company" of a "holding company", or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company", within the meaning
of the Public Utility Holding Company Act of 1935, as amended.

         SECTION 7.4. Validity, etc. This Agreement constitutes, and each other
Loan Document executed by the Borrower will, on the due execution and delivery
thereof, constitute,

                                       28
<PAGE>

the legal, valid and binding obligations of the Borrower enforceable in
accordance with their respective terms except as enforceability may be subject
to or limited by (i) bankruptcy, insolvency, reorganization, arrangement,
moratorium or other similar laws affecting the rights of creditors or (ii)
general principles of equity, including the possible unavailability of specific
performance or injunctive relief; and each Loan Document executed pursuant
hereto by each other Obligor will, on the due execution and delivery thereof by
such Obligor, be the legal, valid and binding obligation of such Obligor
enforceable in accordance with its terms except as enforceability may be subject
to or limited by (i) bankruptcy, insolvency, reorganization, arrangement,
moratorium or other similar laws affecting the rights of creditors or (ii)
general principles of equity, including the possible unavailability of specific
performance or injunctive relief.

         SECTION 7.5. Financial Information. The balance sheets of the Borrower
and each of its Subsidiaries as at December 31, 2002 and the related statements
of earnings and cash flow of the Borrower and each of its Subsidiaries, copies
of which have been furnished to the Agent and each Lender, have been prepared in
accordance with GAAP consistently applied, and present fairly the consolidated
financial condition of the corporations covered thereby as at the date thereof
and the results of their operations for the period then ended.

         SECTION 7.6. No Material Adverse Effect. Since December 31, 2002, there
has been no Material Adverse Effect.

         SECTION 7.7. Litigation, Labor Controversies, etc. There is no pending
or, to the knowledge of the Borrower, threatened litigation, action, proceeding,
investigation, or labor controversy affecting the Borrower or any of its
Significant Subsidiaries, or any of their respective properties, businesses,
assets or revenues, which would reasonably be expected to have a Material
Adverse Effect or which purports to materially and adversely affect the
legality, validity or enforceability of this Agreement or any other Loan
Document.

         SECTION 7.8. Subsidiaries. The Borrower has no Significant
Subsidiaries, except those Significant Subsidiaries which are identified in Item
7.8 ("Existing Significant Subsidiaries") of the Disclosure Schedule. The
organizational chart attached hereto as Schedule 1.1 accurately reflects the
ownership structures of the Borrower's equity interests in its Foreign
Subsidiaries as of the Closing Date.

         SECTION 7.9. Regulations U and X. The Borrower is not engaged in the
business of extending credit for the purpose of purchasing or carrying margin
stock, and no Letter of Credit will be used for a purpose which violates F.R.S.
Board Regulation U or X. Terms for which meanings are provided in F.R.S. Board
Regulation U or X or any regulations substituted therefor, as from time to time
in effect, are used in this Section with such meanings.

         SECTION 7.10. Accuracy of Information. All factual information (which
shall not include projections) heretofore or contemporaneously furnished by or
on behalf of the Borrower in writing to the Agent, any Issuer or any Lender for
purposes of or in connection with this Agreement or any transaction contemplated
hereby is, and all other such factual information hereafter furnished by or on
behalf of the Borrower to the Agent or any Lender will be, true and accurate in
every material respect on the date as of which such information is dated or
certified

                                       29
<PAGE>

(except with respect to the financial statements of Borrower and its
Subsidiaries, which will fairly present the financial condition of the entities
covered thereby as of the date thereof) and, with respect to information
provided prior to the execution of this Agreement, as of the date of execution
and delivery of this Agreement by the Agent and such Lender, and such
information is not, or shall not be, as the case may be, incomplete by omitting
to state any material fact necessary to make such information not misleading.

                                  ARTICLE VIII

                                    COVENANTS

         SECTION 8.1. Covenants. The Borrower agrees with the Agent and each
Lender that, from and after the Closing Date, until all Commitments have
terminated and all Obligations have been paid and performed in full, the
Borrower will perform the obligations set forth in this Section 8.1.

         SECTION 8.1.1. Financial Information, Reports, Notices, etc. The
Borrower will furnish, or will cause to be furnished, to each Lender and the
Agent copies of the following financial statements, reports, notices and
information:

                  (a) as soon as available and in any event within 60 days after
         the end of each of the first three Fiscal Quarters of each Fiscal Year
         of the Borrower, (i) the consolidated balance sheet, statement of
         earnings and cash flow statement of the Borrower and its Subsidiaries
         for such Fiscal Quarter and for the period commencing at the end of the
         previous Fiscal Year and ending with the end of such Fiscal Quarter,
         certified by an Authorized Officer of the Borrower and (ii) a
         consolidating balance sheet and a consolidating statement of earnings
         of the Borrower and its Subsidiaries for such Fiscal Quarter and for
         the period commencing at the end of the previous Fiscal Year and ending
         with the end of such Fiscal Quarter, certified by an Authorized Officer
         of the Borrower;

                  (b) as soon as available and in any event within 120 days
         after the end of each Fiscal Year of the Borrower, (i) a copy of the
         annual audit report for such Fiscal Year for the Borrower and its
         Subsidiaries, including therein the consolidated balance sheet,
         statement of earnings and cash flow statement of the Borrower and its
         Subsidiaries as of the end of such Fiscal Year, in each case certified
         (without any Impermissible Qualification) in a manner acceptable to the
         Agent and the Required Lenders by PricewaterhouseCoopers LLC or other
         independent public accountants acceptable to the Agent and the Required
         Lenders and (ii) a consolidating balance sheet and a consolidating
         statements of earnings of the Borrower and its Subsidiaries as of the
         end of such Fiscal Year, certified by an Authorized Officer of the
         Borrower;

                  (c) as soon as available and in any event within 90 days after
         the end of each Fiscal Year of the Borrower, a consolidated budget for
         the Borrower and its Subsidiaries for the following Fiscal Year, in
         form and substance satisfactory to the Lenders;

                  (d) as soon as possible and in any event within three days
         after the Borrower obtains knowledge of each Default, a statement of an
         Authorized Officer of the Borrower

                                       30
<PAGE>

         setting forth details of such Default and the action which the Borrower
         has taken and proposes to take with respect thereto;

                  (e) as soon as possible and in any event within five days
         after the Borrower obtains knowledge of (x) any adverse development
         with respect to any litigation, action, proceeding, or labor
         controversy described in Section 7.7, (y) the commencement of any labor
         controversy, litigation, action, proceeding of the type described in
         Section 7.7, or (z) any other Material Adverse Effect, notice thereof
         and copies of all documentation relating thereto;

                  (f) promptly after the sending or filing thereof, copies of
         all reports which the Borrower sends to any of its security holders,
         and all reports and registration statements which the Borrower or any
         of its Significant Subsidiaries files with the Securities and Exchange
         Commission or any national securities exchange;

                  (g) immediately upon the Borrower's knowledge of the
         institution of any steps by the Borrower or any member of its
         Controlled Group to terminate any Pension Plan, or the failure to make
         a required contribution to any Pension Plan if such failure is
         sufficient to give rise to a Lien under Section 302(f) of ERISA, or the
         taking of any action with respect to a Pension Plan which could result
         in the requirement that the Borrower furnish a bond or other security
         to the PBGC or such Pension Plan, or the occurrence of any event with
         respect to any Pension Plan which could result in the incurrence by the
         Borrower of any material liability, fine or penalty, or any material
         increase in the contingent liability of the Borrower with respect to
         any post-retirement Welfare Plan benefit, notice thereof and copies of
         all documentation relating thereto; and

                  (h) such other information respecting the condition or
         operations, financial or otherwise, of the Borrower or any of its
         Significant Subsidiaries as any Lender through the Agent may from time
         to time reasonably request and which the Borrower is legally permitted
         to provide to such Lender.

The Borrower may provide some or all of the information required in clauses (a)
and (b) above by providing copies of its Forms 10-Q and/or 10-K filed with the
Securities and Exchange Commission.

         SECTION 8.1.2. Compliance with Laws, etc. The Borrower will, and will
cause each of its Subsidiaries to, comply in all material respects with all
applicable laws, rules, regulations and orders, such compliance to include
(without limitation):

                  (a) the maintenance and preservation of its existence and, if
         applicable, qualification as a foreign corporation or comparable
         entity; and

                  (b) the payment, before the same become delinquent, of all
         taxes, assessments and governmental charges imposed upon it or upon its
         property except to the extent being diligently contested in good faith
         by appropriate proceedings and for which adequate reserves in
         accordance with GAAP shall have been set aside on its books.

                                       31
<PAGE>

         SECTION 8.1.3. Books and Records. The Borrower will, and will cause
each of its Subsidiaries to, keep books and records which accurately reflect all
of its business affairs and transactions and permit the Agent or any of its
representatives or any Lender, at reasonable times and intervals, to visit all
of its offices, to discuss its financial matters with its officers and
independent public accountant (and the Borrower hereby authorizes such
independent public accountant to discuss the Borrower's financial matters with
the Agent or its representatives whether or not any representative of the
Borrower is present) and to examine (and, at the expense of the Borrower,
photocopy extracts from) any of its books or other corporate records. The
Borrower shall pay any fees of such independent public accountant incurred in
connection with the exercise by the Agent of its rights pursuant to this
Section; provided, however, after the occurrence and during the continuance of
any Default, the Borrower shall pay for all fees of such independent accountants
incurred with each exercise by the Agent or any Lender of its rights pursuant to
this Section.

                                   ARTICLE IX

                                EVENTS OF DEFAULT

         SECTION 9.1. Listing of Events of Default. Each of the following events
or occurrences described in this Section 9.1 shall constitute an "Event of
Default".

         SECTION 9.1.1. Non-Payment of Obligations. The Borrower shall default
in the payment when due of any Reimbursement Obligation, or the Borrower shall
default (and such default shall continue unremedied for a period of five days)
in the payment when due of interest on any such Reimbursement Obligation, any
fee or of any other Obligation.

         SECTION 9.1.2. Breach of Warranty. Any representation or warranty of
the Borrower or any other Obligor made or deemed to be made hereunder or in any
other Loan Document executed by it or any other writing or certificate furnished
by or on behalf of the Borrower or any other Obligor to the Agent or any Lender
for the purposes of or in connection with this Agreement or any such other Loan
Document (including any certificates delivered pursuant to Article VI) is or
shall be incorrect when made in any material respect.

         SECTION 9.1.3. Non-Performance of Covenants and Obligations. Any
Obligor shall default in the due performance and observance of any agreement
contained herein or in any other Loan Document executed by it, and such default
shall continue unremedied for a period of 30 days after notice thereof shall
have been given to the Borrower by the Agent or any Lender (or such longer
period as the Required Lenders in their discretion, may agree, provided that
such Obligor has commenced such cure within such 30 day period and thereafter
diligently pursues such cure to completion).

         SECTION 9.1.4. Default on Other Indebtedness. (a) A default shall occur
in the payment when due (subject to any applicable grace period), whether by
acceleration or otherwise, of any Indebtedness (other than Indebtedness
described in Section 9.1.1) of the Borrower or any of its Significant
Subsidiaries or any other Obligor having a principal amount, individually or in
the aggregate, in excess of $10,000,000, (b) a default shall occur in the
performance or observance of any obligation or condition with respect to such
Indebtedness if

                                       32
<PAGE>

the effect of such default is to accelerate the maturity of any such
Indebtedness or, in the case of the Borrower only, such default shall continue
unremedied for any applicable period of time sufficient to permit the holder or
holders of such Indebtedness, or any trustee or agent for such holders, to cause
such Indebtedness to become due and payable prior to its expressed maturity (and
notice of such default has been given to the relevant borrower), (c) a default
shall occur in the performance or observance of any obligation or condition with
respect to the Borrower's debt securities issued to a Trust or to any
Indebtedness of any Significant Subsidiary (other than CCFCI and CCFCII) or
Obligor, in either case having a principal amount in excess of $10,000,000, and,
as a result thereof, the holder or holders of such debt securities or such
Indebtedness, or any trustee or agent for such holders, causes such securities
or Indebtedness to be repaid more quickly than theretofore scheduled, whether
through the introduction of a "cash sweep," the increase of an existing "cash
sweep" or otherwise, or (d) a default of a type described in clause (b) above
shall occur with respect to any Indebtedness of CCFCI or CCFCII having an unpaid
principal amount in excess of $10,000,000 (whether or not such default actually
results in the acceleration of the applicable Indebtedness) and, as a result
thereof, the holder or holders of such debt securities or such Indebtedness, or
any trustee or agent for such holders, causes such securities or Indebtedness to
be repaid more quickly than theretofore scheduled, whether through the
introduction of a "cash sweep," the increase of an existing "cash sweep" or
otherwise.

         SECTION 9.1.5. Judgments. Any final judgment or order (not covered by
insurance) for the payment of money shall be rendered against the Borrower or
any Significant Subsidiary or any other Obligor in an amount in excess of
$25,000,000 (or its foreign currency equivalent) (treating any deductibles,
self-insurance or retention as not so covered) which is not stayed or discharged
within 30 days after entry of such final judgment or order, and there shall be
any period of more than 30 consecutive days following entry of the final
judgment or order in excess of $25,000,000 (or its foreign currency equivalent)
during which a stay of enforcement of such final judgment or order, by reason of
a pending appeal or otherwise, shall not be in effect.

         SECTION 9.1.6. Pension Plans. Any of the following events shall occur
with respect to any Pension Plan

                  (a) the institution of any steps by the Borrower, any member
         of its Controlled Group or any other Person to terminate a Pension Plan
         if, as a result of such termination, the Borrower or any such member
         could be required to make a contribution to such Pension Plan, or could
         reasonably expect to incur a liability or obligation to such Pension
         Plan, in excess of $10,000,000; or

                  (b) a contribution failure occurs with respect to any Pension
         Plan sufficient to give rise to a Lien under Section 302(f) of ERISA.

         SECTION 9.1.7. Bankruptcy, Insolvency, etc. The Borrower or any of its
Significant Subsidiaries or any other Obligor shall

                  (a) become insolvent or generally fail to pay, or admit in
         writing its inability or unwillingness to pay, debts as they become
         due;

                                       33
<PAGE>

                  (b) apply for, consent to, or acquiesce in, the appointment of
         a trustee, receiver, sequestrator or other custodian for the Borrower
         or any of its Significant Subsidiaries or any other Obligor or any
         property of any thereof, or make a general assignment for the benefit
         of creditors;

                  (c) in the absence of such application, consent or
         acquiescence, permit or suffer to exist the appointment of a trustee,
         receiver, sequestrator or other custodian for the Borrower or any of
         its Significant Subsidiaries or any other Obligor or for a substantial
         part of the property of any thereof, and such trustee, receiver,
         sequestrator or other custodian shall not be discharged within 60 days,
         provided that the Borrower, each Significant Subsidiary and each other
         Obligor hereby expressly authorizes the Agent and each Lender to appear
         in any court conducting any relevant proceeding during such 60-day
         period to preserve, protect and defend their rights under the Loan
         Documents;

                  (d) permit or suffer to exist the commencement of any
         bankruptcy, reorganization, debt arrangement or other case or
         proceeding under any bankruptcy or insolvency law, or any dissolution,
         winding up or liquidation proceeding, in respect of the Borrower or any
         of its Significant Subsidiaries or any other Obligor, and, if any such
         case or proceeding is not commenced by the Borrower or such Significant
         Subsidiary or such other Obligor, such case or proceeding shall be
         consented to or acquiesced in by the Borrower or such Significant
         Subsidiary or such other Obligor or shall result in the entry of an
         order for relief or shall remain for 60 days undismissed, provided that
         the Borrower, each Significant Subsidiary and each other Obligor hereby
         expressly authorizes the Agent and each Lender to appear in any court
         conducting any such case or proceeding during such 60-day period to
         preserve, protect and defend their rights under the Loan Documents; or

                  (e) take any action authorizing any of the foregoing.

         SECTION 9.1.8. Impairment of Security, etc. Any Loan Document, or any
Lien granted thereunder, shall (except in accordance with its terms), in whole
or in part, terminate, cease to be effective or cease to be the legally valid,
binding and enforceable obligation of any Obligor party thereto; or the
Borrower, any other Obligor or any Subsidiary shall, directly or indirectly,
contest in any manner such effectiveness, validity, binding nature or
enforceability; or any Lien securing any Obligation shall, in whole or in part,
cease to be a perfected first priority Lien, subject only to those exceptions
expressly permitted by such Loan Document.

         SECTION 9.2. Action if Event of Default. If any Event of Default shall
occur for any reason, whether voluntary or involuntary, and be continuing, the
Agent, upon the direction of the Required Lenders, shall by notice to the
Borrower declare that all Commitments (if not theretofore terminated) be
terminated, whereupon without further notice, the Commitments shall terminate
and the Agent may exercise any and all remedies available under the Loan
Documents and applicable law, including withdrawing amounts from the Cash
Collateral Account pursuant to Section 4.7.

                                       34
<PAGE>

                                   ARTICLE X

                                    THE AGENT

         SECTION 10.1. Actions. Each Lender hereby appoints Scotia Capital as
its Agent under and for purposes of this Agreement and each other Loan Document.
Each Lender authorizes the Agent to act on behalf of such Lender under this
Agreement and each other Loan Document and, in the absence of other written
instructions from the Required Lenders received from time to time by such Person
(with respect to which such Person agrees that it will comply, except as
otherwise provided in this Section or as otherwise advised by counsel), to
exercise such powers hereunder and thereunder as are specifically delegated to
or required of the Agent by the terms hereof and thereof, together with such
powers as may be reasonably incidental thereto. Each Lender hereby indemnifies
(which indemnity shall survive any termination of this Agreement) the Agent, pro
rata according to such Lender's Percentage, from and against any and all
liabilities, obligations, losses, damages, claims, costs or expenses of any kind
or nature whatsoever which may at any time be imposed on, incurred by, or
asserted against, the Agent in any way relating to or arising out of this
Agreement and any other Loan Document, including reasonable attorneys' fees, and
as to which the Agent is not reimbursed by the Borrower; provided, however, that
no Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, claims, costs or expenses which are determined by
a court of competent jurisdiction in a final proceeding to have resulted from
the Agent's gross negligence or willful misconduct. The Agent shall not be
required to take any action hereunder or under any other Loan Document, or to
prosecute or defend any suit in respect of this Agreement or any other Loan
Document, unless it is indemnified hereunder to its satisfaction. If any
indemnity in favor of the Agent shall be or become, in the Agent's
determination, inadequate, the Agent may call for additional indemnification
from the Lenders and cease to do the acts indemnified against hereunder until
such additional indemnity is given.

         SECTION 10.2. Exculpation. Neither the Agent nor any of its directors,
officers, employees or agents shall be liable to any Lender for any action taken
or omitted to be taken by it under this Agreement or any other Loan Document, or
in connection herewith or therewith, except for its own willful misconduct or
gross negligence, nor responsible for any recitals or warranties herein or
therein, nor for the effectiveness, enforceability, validity or due execution of
this Agreement or any other Loan Document, nor for the creation, perfection or
priority of any Liens purported to be created by any of the Loan Documents, or
the validity, genuineness, enforceability, existence, value or sufficiency of
any collateral security, nor to make any inquiry respecting the performance by
the Borrower of its obligations hereunder or under any other Loan Document. Any
such inquiry which may be made by the Agent shall not obligate it to make any
further inquiry or to take any action. The Agent shall be entitled to rely upon
advice of counsel concerning legal matters and upon any notice, consent,
certificate, statement or writing which it believes to be genuine and to have
been presented by a proper Person.

         SECTION 10.3. Successor. The Agent may resign as such at any time upon
at least 30 days' prior notice to the Borrower and all Lenders. If the Agent at
any time shall resign, the Required Lenders may appoint another Lender as a
successor thereto which shall thereupon become the Agent, as applicable,
hereunder. If no successor shall have been so appointed by the Required Lenders,
and shall have accepted such appointment, within 30 days after the retiring

                                       35
<PAGE>

Agent's giving notice of resignation, then the retiring Person may, on behalf of
the Lenders, appoint a successor, which shall be one of the Lenders or a
commercial banking institution organized under the laws of the U.S. (or any
State thereof) or a U.S. branch or agency of a commercial banking institution,
and having a combined capital and surplus of at least $500,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor shall be entitled to receive from the retiring Agent such documents of
transfer and assignment as such successor may reasonably request, and shall
thereupon succeed to and become vested with all rights, powers, privileges and
duties of the retiring Agent, as applicable, and the retiring Agent shall be
discharged from its duties and obligations under this Agreement. After any
retiring Agent's resignation hereunder as the Agent, the provisions of

                  (a) this Article X shall inure to its benefit as to any
         actions taken or omitted to be taken by it while it was the Agent under
         this Agreement; and

                  (b) Section 11.3 (with respect to expenses incurred prior to
         resignation) and Section 11.4 shall continue to inure to its benefit.

         SECTION 10.4. Letters of Credit Issued by Agent or any Issuer.

                  (a) The Agent shall have the same rights and powers with
         respect to its participating interests in the Letters of Credit as any
         other Lender and may exercise the same as if it were not the Agent. The
         Agent and its Affiliates may accept deposits from, lend money to, and
         generally engage in any kind of business with the Borrower or any
         Subsidiary or Affiliate of the Borrower as if such Person were not the
         Agent hereunder.

                  (b) Each Issuer shall have the same rights and powers with
         respect to its participating interests in the Letters of Credit as any
         other Lender and may exercise the same as if it were not an Issuer.
         Each Issuer and its Affiliates may accept deposits from, lend money to,
         and generally engage in any kind of business with the Borrower or any
         Subsidiary or Affiliate of the Borrower as if it were not an Issuer
         hereunder.

         SECTION 10.5. Credit Decisions. Each Lender acknowledges that it has,
independently of the Agent and each other Lender, and based on such Lender's
review of the financial information of the Borrower, this Agreement, the other
Loan Documents (the terms and provisions of which being satisfactory to such
Lender) and such other documents, information and investigations as such Lender
has deemed appropriate, made its own credit decision to extend its Commitments.
Each Lender also acknowledges that it will, independently of the Agent and each
other Lender, and based on such other documents, information and investigations
as it shall deem appropriate at any time, continue to make its own credit
decisions as to exercising or not exercising from time to time any rights and
privileges available to it under this Agreement or any other Loan Document.

         SECTION 10.6. Copies, etc. The Agent shall give prompt notice to each
Lender of each notice or request required or permitted to be given to the Agent
by the Borrower pursuant to the terms of this Agreement (unless concurrently
delivered to the Lenders by the Borrower). The Agent will distribute to each
Lender each document or instrument received for its account and

                                       36
<PAGE>

copies of all other communications received by the Agent from the Borrower for
distribution to the Lenders by the Agent in accordance with the terms of this
Agreement.

         SECTION 10.7. Collateral Matters.

                  (a) Each of the Lenders hereby acknowledges and agrees that
         Liens upon the Collateral granted to or held by the Agent under any
         Loan Document will be released:

                           (i)      in whole, upon termination of the
                  Commitments and payment in full of all Obligations (other than
                  contingent indemnification obligations) and the expiration or
                  termination of all Letters of Credit;

                           (ii)     to the extent permitted by Section 11.1(e);
                  and

                           (iii)    if requested by the Borrower, to the extent
                  the amount then on deposit in the Cash Collateral Account
                  exceeds an amount equal to the sum of the Letter of Credit
                  Outstandings and all other Obligations then outstanding.

                  (b) Each Lender hereby authorizes the Agent to act under the
         Cash Collateral Agreement to release the Agent's Lien on applicable
         Collateral only to the extent set forth in clause (a) above.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

         SECTION 11.1. Waivers, Amendments, etc. The provisions of this
Agreement and of each other Loan Document may from time to time be amended,
modified or waived, if such amendment, modification or waiver is in writing and
consented to by the Borrower and the Required Lenders; provided, however, that
no such amendment, modification or waiver which would:

                  (a) modify this Section 11.1 or modify any requirement
         hereunder that any particular action be taken by all the Lenders or by
         the Required Lenders shall be effective unless consented to by each
         Lender;

                  (b) modify any requirement hereunder that any particular
         action be taken by the Required Lenders or change the definition of
         "Required Lenders" shall be effective unless consented to by each
         Lender;

                  (c) increase the Commitment Amount of any Lender or the
         Percentage of any Lender shall be made without the consent of such
         Lender or extend the Commitment Termination Date or change any
         provision expressly requiring the consent of all Lenders shall be made
         without the consent of each Lender;

                                       37
<PAGE>

                  (d) reduce any fees described in Article III shall be made
         without the consent of each Lender affected thereby;

                  (e) authorize the release of any Lien created by a Loan
         Document shall be effective without the consent of Lenders having 100%
         of the aggregate of all Letter of Credit Outstandings and unfunded
         Commitments on such date;

                  (f) extend the due date for, or reduce the amount of, any
         Reimbursement Obligation for a Letter of Credit which has been drawn
         shall be made without the consent of the Issuer thereof and each
         Lender;

                  (g) affect adversely the interests, rights or obligations of
         an Issuer qua an Issuer shall be made without the consent of such
         Issuer; or

                  (h) affect adversely the interests, rights or obligations of
         the Agent qua the Agent shall be made without consent of the Agent.

In addition, Section 10.2 shall not be amended without the consent of the Agent.
No failure or delay on the part of the Agent or any Lender in exercising any
power or right under this Agreement or any other Loan Document shall operate as
a waiver thereof, nor shall any single or partial exercise of any such power or
right preclude any other or further exercise thereof or the exercise of any
other power or right. No notice to or demand on the Borrower in any case shall
entitle it to any notice or demand in similar or other circumstances. No waiver
or approval by the Agent or any Lender under this Agreement or any other Loan
Document shall, except as may be otherwise stated in such waiver or approval, be
applicable to subsequent transactions. No waiver or approval hereunder shall
require any similar or dissimilar waiver or approval thereafter to be granted
hereunder.

         SECTION 11.2. Notices. All notices and other communications provided to
any party hereto under this Agreement or any other Loan Document shall be in
writing or by facsimile and addressed, delivered or transmitted to such party at
its address or facsimile number set forth below its signature hereto or set
forth in the Lender Assignment Agreement or at such other address or facsimile
number as may be designated by such party in a notice to the other parties. Any
notice, if mailed and properly addressed with postage prepaid or if properly
addressed and sent by pre-paid courier service, shall be deemed given when
received; any notice, if transmitted by facsimile, shall be deemed given when
transmitted.

         SECTION 11.3. Payment of Costs and Expenses. The Borrower agrees to pay
on demand all reasonable expenses of the Agent (including the reasonable fees
and out-of-pocket expenses of a single counsel to the Agent, and of local
counsel, if any, who may be retained by counsel to the Agent) in connection with

                  (a) the negotiation, preparation, execution, delivery or
         administration of this Agreement and of each other Loan Document,
         including schedules and exhibits, and any amendments, waivers,
         consents, supplements or other modifications to this Agreement or any
         other Loan Document as may from time to time hereafter be required,
         whether or not the transactions contemplated hereby are consummated,
         and

                                       38
<PAGE>

                  (b) the preparation and review of the form of any document or
         instrument relevant to this Agreement or any other Loan Document.

The Borrower further agrees to pay, and to save the Agent, each Issuer and the
Lenders harmless from all liability for, any stamp or other taxes (other than
income taxes) which may be payable in connection with the execution or delivery
of this Agreement, the issuance of the Letters of Credit, or any other Loan
Documents. The Borrower also agrees to reimburse the Agent, each Issuer and each
Lender upon demand for all reasonable out-of-pocket expenses (including
attorneys' fees and legal expenses) incurred by the Agent or such Lender in
connection with (x) the negotiation of any restructuring or "work-out", whether
or not consummated, of any Obligations and (y) the enforcement of any
Obligations upon and during the continuing of an Event of Default.

         SECTION 11.4. Indemnification. In consideration of the execution and
delivery of this Agreement by each Lender and the extension of the Commitments,
the Borrower hereby indemnifies, exonerates and holds the Agent, the Issuers and
each Lender and each of their respective Affiliates, officers, directors,
employees and agents, and each other person controlling any of the foregoing
within the meaning of either Section 15 of the Securities Act of 1933, as
amended, or Section 20 of the Securities Exchange Act of 1934, as amended
(collectively, the "Indemnified Parties"), free and harmless from and against
any and all actions, causes of action, suits, losses, costs, claims, liabilities
and damages, and expenses incurred by any Indemnified Party in connection
therewith (irrespective of whether any such Indemnified Party is a party to the
action for which indemnification hereunder is sought), including reasonable
attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"),
incurred by the Indemnified Parties or any of them as a result of, or arising
out of, or relating to

                  (a) any transaction financed or to be financed in whole or in
         part, directly or indirectly, with the use of any Letter of Credit;

                  (b) the entering into and performance of this Agreement and
         any other Loan Document by any of the Indemnified Parties (including
         any action brought by or on behalf of the Borrower as the result of the
         Required Lenders' refusal to make any Credit Extension as a result of
         the Borrower's failure to satisfy the conditions in Article VI hereof
         but not including any breach of this Agreement or any other Loan
         Document by the Agent or any of the Lenders);

                  (c) any investigation, litigation or proceeding related to any
         acquisition or proposed acquisition by the Borrower or any of its
         Subsidiaries of all or any portion of the stock or assets of any
         Person, whether or not the Agent or such Lender is party thereto;

                  (d) any investigation, litigation or proceeding related to any
         environmental cleanup, audit, compliance or other matter relating to
         the protection of the environment or the Release by the Borrower or any
         of its Subsidiaries of any Hazardous Material; or

                  (e) the presence on or under, or the escape, seepage, leakage,
         spillage, discharge, emission, discharging or releases from, any real
         property owned or operated by the

                                       39
<PAGE>

         Borrower or any Subsidiary thereof of any Hazardous Material (including
         any losses, liabilities, damages, injuries, costs, expenses or claims
         asserted or arising under any Environmental Law), regardless of whether
         caused by, or within the control of, the Borrower or such Subsidiary,

except for any such Indemnified Liabilities resulting from, arising out of or
relating to the relevant Indemnified Party's gross negligence or willful
misconduct. If and to the extent that the foregoing undertaking may be
unenforceable for any reason, the Borrower hereby agrees to make the maximum
contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law. In addition to the
foregoing, the Borrower hereby waives any and all rights to seek or obtain
consequential damages from any Indemnified Party.

         The Lenders agree to indemnify each Issuer with respect to any acts
taken or omissions suffered by the Issuer in connection with each Letter of
Credit issued by it or proposed to be issued by it and the related Issuance
Request (to the extent not reimbursed by the Borrower), ratably according to
their respective Percentages, from and against any and all claims, damages,
losses, liabilities and expenses (including without limitation, reasonable fees
and disbursements of counsel) of any kind or nature whatsoever which may be
imposed on, incurred by, or asserted against any Issuer in any way relating to
or arising out of any of the Loan Documents or the Letters of Credit or any
action taken or omitted by such Issuer under the Loan Documents or the Letters
of Credit (EXPRESSLY INCLUDING ANY SUCH CLAIM, DAMAGE, LOSS, LIABILITY OR
EXPENSE ATTRIBUTABLE TO THE ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE OF THE
ISSUER, BUT EXCLUDING ANY SUCH CLAIM, DAMAGE, LOSS, LIABILITY OR EXPENSE
ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE ISSUER). IT IS
THE INTENT OF THE PARTIES HERETO THAT THE ISSUER SHALL, TO THE EXTENT PROVIDED
IN THIS SECTION 11.4, BE INDEMNIFIED FOR ITS OWN ORDINARY, SOLE OR CONTRIBUTORY
NEGLIGENCE. Without limitation of the foregoing, each Lender agrees to reimburse
each Issuer promptly upon demand for such Lender's ratable share of any
reasonable out-of-pocket expenses (including reasonable counsel fees) incurred
by such Issuer in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, the Loan Documents or the Letters of Credit,
or any of them, to the extent that the Issuer is not reimbursed for such
expenses by the Borrower.

         SECTION 11.5. Survival. The obligations of the Borrower under Sections
5.1, 5.2, 11.3 and 11.4, and the obligations of the Lenders under Section 10.1,
shall in each case survive any termination of this Agreement, the payment in
full of all Obligations and the termination of all Commitments. The
representations and warranties made by each Obligor in this Agreement and in
each other Loan Document shall survive the execution and delivery of this
Agreement and each such other Loan Document.

         SECTION 11.6. Severability. Any provision of this Agreement or any
other Loan Document which is prohibited or unenforceable in any jurisdiction
shall, as to such provision and such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions of this Agreement or such Loan Document or affecting the validity or
enforceability of such provision in any other jurisdiction.

                                       40
<PAGE>

         SECTION 11.7. Headings. The various headings of this Agreement and of
each other Loan Document are inserted for convenience only and shall not affect
the meaning or interpretation of this Agreement or such other Loan Document or
any provisions hereof or thereof.

         SECTION 11.8. Execution in Counterparts, Effectiveness, etc. This
Agreement may be executed by the parties hereto in several counterparts, each of
which shall be executed by the Borrower and the Agent and be deemed to be an
original and all of which shall constitute together but one and the same
agreement. This Agreement shall become effective when counterparts hereof
executed on behalf of the Borrower and each Lender (or notice thereof
satisfactory to the Agent) shall have been received by the Agent, and the
conditions precedent set forth in Section 6.1 shall have been satisfied.

         SECTION 11.9. Governing Law; Entire Agreement. THIS AGREEMENT AND EACH
OTHER LOAN DOCUMENT SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NEW YORK. This Agreement and the other Loan Documents constitute the entire
understanding among the parties hereto with respect to the subject matter hereof
and supersede any prior agreements, written or oral, with respect thereto.

         SECTION 11.10. Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that:

                  (a) the Borrower may not assign or transfer its rights or
         obligations hereunder without the prior written consent of the Agent
         and all Lenders; and

                  (b) the rights of sale, assignment and transfer of the Lenders
         are subject to Section 11.11.

         SECTION 11.11. Sale and Transfer of Commitments; Participations in
Commitments. Each Lender may assign, or sell participations in its Commitments
to one or more other Persons in accordance with this Section 11.11.

         SECTION 11.11.1. Assignments. Any Lender, with the written consent of
the Borrower and the Agent (which consents shall not be unreasonably withheld
and which consent, in the case of the Borrower, shall be deemed to have been
given in the absence of a written notice delivered by the Borrower to the Agent,
on or before the fifth Business Day after receipt by the Borrower of such
Lender's request for consent, stating, in reasonable detail, the reasons why the
Borrower proposes to withhold such consent and which consent shall not be
required from the Borrower after the occurrence and during the continuance of an
Event of Default) and each Issuer (which consent may be granted or withheld in
its sole unfettered discretion) may at any time assign and delegate its
Commitments to one or more commercial banks or other financial institutions;
provided that, in addition to the consents of the Agent and each Issuer as set
forth above, only notice to and not the consent of the Borrower shall be
required for the assignment and delegation of Commitments to any Affiliate of
such Lender or to any other Lender or an Affiliate of any

                                       41
<PAGE>

other Lender, and (each Person described in the foregoing clause as being the
Person to whom such assignment and delegation is to be made, being hereinafter
referred to as an "Assignee Lender"), which assignment and delegation shall be
of a constant, and not a varying, percentage of all the assigning Lender's
Commitments and other interests, in a minimum aggregate amount of $5,000,000;
provided, however, that any such Assignee Lender will comply, if applicable,
with the provisions contained in Section 5.2 and further, provided, however,
that, the Borrower, each other Obligor and the Agent shall be entitled to
continue to deal solely and directly with such Lender in connection with the
interests so assigned and delegated to an Assignee Lender until

                  (i)      written notice of such assignment and delegation,
         together with payment instructions, addresses and related information
         with respect to such Assignee Lender, shall have been given to the
         Borrower and the Agent by such Lender and such Assignee Lender,

                  (ii)     such Assignee Lender shall have executed and
         delivered to the Borrower and the Agent a Lender Assignment Agreement,
         and to the extent and on the terms required herein, such agreement
         shall have been accepted by the Agent and the Borrower, and

                  (iii)    the processing fees described below shall have been
         paid.

From and after the date that the Agent accepts such Lender Assignment Agreement,
(x) the Assignee Lender thereunder shall be deemed automatically to have become
a party hereto and to the extent that rights and obligations hereunder have been
assigned and delegated to such Assignee Lender in connection with such Lender
Assignment Agreement, shall have the rights and obligations of a Lender
hereunder and under the other Loan Documents, and (y) the assignor Lender, to
the extent that rights and obligations hereunder have been assigned and
delegated by it in connection with such Lender Assignment Agreement, shall be
released from its obligations hereunder and under the other Loan Documents with
respect to obligations arising after the date of assignment. Such assignor
Lender or such Assignee Lender must pay a processing fee to the Agent upon
delivery of any Lender Assignment Agreement in the amount of $3,000. Any
attempted assignment and delegation not made in accordance with this Section
11.11.1 shall be null and void. In addition to the foregoing, and
notwithstanding any other provision hereof, (i) any Lender may at any time
without notice to or consent by any other Person assign its rights under this
Agreement to any Federal Reserve Bank and (ii) the Agent shall provide notice to
the Lenders of any assignments by it under this Section 11.11.1.

         SECTION 11.11.2. Participations. Any Lender may at any time sell to one
or more commercial banks or other Persons (each of such commercial banks and
other Persons being herein called a "Participant") a sub-participating interest
in the Commitments, or other interests of such Lender hereunder; provided,
however, that

                  (a) no sub-participation contemplated in this Section 11.11
         shall relieve such Lender from its Commitments or its other obligations
         hereunder or under any other Loan Document,

                                       42
<PAGE>

                  (b) such Lender shall remain solely responsible for the
         performance of its Commitments and such other obligations,

                  (c) the Borrower and each other Obligor and the Agent shall
         continue to deal solely and directly with such Lender in connection
         with such Lender's rights and obligations under this Agreement and each
         of the other Loan Documents,

                  (d) no Participant, unless such Participant is an Affiliate of
         such Lender, or is itself a Lender, shall be entitled to require such
         Lender to take or refrain from taking any action hereunder or under any
         other Loan Document, and

                  (e) the Borrower shall not be required to pay any amount under
         Section 5.2 that is greater than the amount which it would have been
         required to pay had no participating interest been sold.

The Borrower acknowledges and agrees that each Participant, for purposes of
Sections 5.1, 5.2, 5.4, 5.5, 11.3 and 11.4, shall be considered a Lender.

         SECTION 11.12. Other Transactions. Nothing contained herein shall
preclude the Agent or any other Lender from engaging in any transaction, in
addition to those contemplated by this Agreement or any other Loan Document,
with the Borrower or any of its Affiliates in which the Borrower or such
Affiliate is not restricted hereby from engaging with any other Person.

         SECTION 11.13. Forum Selection and Consent to Jurisdiction. ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE AGENT, THE
LENDERS OR THE BORROWER SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE
COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING
ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE
AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER
PROPERTY MAY BE FOUND. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH
LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT
RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. THE BORROWER FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE WITHIN OR
WITHOUT THE STATE OF NEW YORK OR IN ANY MANNER PROVIDED BY LAW. THE BORROWER
HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF
ANY SUCH LITIGATION BROUGHT

                                       43
<PAGE>

IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

         SECTION 11.14. Waiver of Jury Trial. THE AGENT, THE LENDERS AND THE
BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION AMONG ANY OF THE AGENT,
THE LENDERS AND THE BORROWER BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
THE AGENT, THE LENDERS OR THE BORROWER. THE BORROWER ACKNOWLEDGES AND AGREES
THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND
EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND
THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENT AND THE LENDERS
ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.

         SECTION 11.15. Confidentiality. The Lenders shall hold all non-public
information (which has been identified as such by the Borrower) obtained
pursuant to the requirements of this Agreement in accordance with their
customary procedures for handling confidential information of this nature and in
accordance with safe and sound banking practices and in any event may make
disclosure to any of their examiners, their Affiliates, outside auditors,
counsel and other professional advisors in connection with this Agreement or as
reasonably required by any bona fide transferee, participant or assignee or as
required or requested by any governmental agency or representative thereof or
pursuant to legal process; provided, however, that

                  (a) unless specifically prohibited by applicable law or court
         order, each Lender shall notify the Borrower of any request by any
         governmental agency or representative thereof (other than any such
         request in connection with an examination of the financial condition of
         such Lender by such governmental agency) for disclosure of any such
         non-public information prior to disclosure of such information;

                  (b) prior to any such disclosure pursuant to this Section
         11.15, each Lender shall require any such bona fide transferee,
         participant and assignee receiving a disclosure of non-public
         information to agree in writing

                           (i)      to be bound by this Section 11.15;

                                       44
<PAGE>

                           (ii)     to require such Person to require any other
                  Person to whom such Person discloses such non-public
                  information to be similarly bound by this Section 11.15;

                  (c) except as may be required by an order of a court of
         competent jurisdiction and to the extent set forth therein, no Lender
         shall be obligated or required to return any materials furnished by the
         Borrower or any Subsidiary; and

                  (d) to any direct or indirect contractual counterparty in swap
         agreements or to such contractual counterparty's advisor (so long as
         such contractual counterparty or advisor agrees to be bound by the
         provisions of this Section 11.15).

Notwithstanding anything herein to the contrary, the parties to this Agreement
(and their employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the federal income tax treatment
and tax structure of the transactions contemplated by this Agreement and all
materials of any kind (including opinions or other tax analyses) relating to
such tax treatment and tax structure. However, no such party shall disclose any
information relating to such tax treatment or tax structure to the extent
nondisclosure is reasonably necessary in order to comply with applicable
securities laws. For this purpose, "tax structure" is limited to facts relevant
to the U.S. federal income tax treatment of the transactions contemplated by
this Agreement and does not include information relating to the identity of the
Borrower, its affiliates, agents or advisors.

                                       45
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement 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: Senior Vice President - Treasurer

                                   Address: 50 West San Fernando Avenue
                                            San Jose, CA 95113

                                   Facsimile No.: (408) 995-0505

                                   Attention: Senior Vice President - Treasurer

                                       46
<PAGE>

                                  THE BANK OF NOVA SCOTIA,
                                  as Agent

                                  By: /s/ Denis P. O'Meara
                                      ------------------------------------------
                                       Name: Denis P. O'Meara
                                       Title: Managing Director

                                  Address: Scotia Capital
                                           One Liberty Plaza
                                           New York, NY 10006

                                  Facsimile No.: (212) 225-5480

                                  Attention: Denis P. O'Meara

                                  with a copy to: The Bank of Nova Scotia
                                                  600 Peachtree Street N.E.
                                                  Suite 2700
                                                  Atlanta, GA 30308

                                  Facsimile No.: (404) 888-8998

                                  Attention: Hilma Gabbidon
                                             Administrative Agent
                                             Loan Administration

                                       47
<PAGE>

                                  LENDERS

                                  THE BANK OF NOVA SCOTIA

                                  By: /s/ Denis P. O'Meara
                                      ------------------------------------------
                                      Name: Denis P. O'Meara
                                      Title: Managing Director

                                  Address: Scotia Capital
                                           One Liberty Plaza
                                           New York, NY 10006

                                  Facsimile No.: (212) 225-5480

                                  Attention: Denis P. O'Meara

                                  with a copy to: The Bank of Nova Scotia
                                                  600 Peachtree Street N.E.
                                                  Suite 2700
                                                  Atlanta, GA 30308

                                  Facsimile No.: (404) 888-8998

                                  Attention: Hilma Gabbidon
                                             Administrative Agent
                                             Loan Administration

                                       48
<PAGE>

                                                                      SCHEDULE I

                               DISCLOSURE SCHEDULE

ITEM 7.8  EXISTING SIGNIFICANT SUBSIDIARIES:

Calpine Construction Finance Company, L.P.
Calpine Construction Finance Company II, LLC
Calpine Canada Resources Company
Calpine Canada Natural Gas Company
Calpine Canada Energy Limited
Calpine Calgary, Inc.
Calpine Natural Gas Holdings, LLC
Calpine Central Inc.
Calpine Energy Services, LP
CPN Energy Services, LP, Inc.
Geysers Power Company, LLC
Thermal Power Company
Geysers Power I Company
Calpine Construction Finance Company I, LLC Calpine CCFC II Holdings, Inc.

                                       49
<PAGE>

                                                                     SCHEDULE II

                                   PERCENTAGES

THE BANK OF NOVA SCOTIA                       100%

                                       50
<PAGE>

                                                                    SCHEDULE 1.1

                              ORGANIZATIONAL CHART

SEE ATTACHED.

                                       51
<PAGE>

                                                                   SCHEDULE 4.10

EXISTING LETTERS OF CREDIT

<TABLE>
<CAPTION>
BNS L/S                    BENEFICIARY                                      AMOUNT
--------------------------------------------------------------------------------------
<S>               <C>                                                  <C>
026               Port Authority of New York                           $  1,500,000.00
08L0348           Ford Motor Credit Company                            $     52,000.00
08L0349           Ford Motor Credit Company                            $  1,500,000.00
S001              Tampa Electric                                       $    592,200.00
S016              Chase Manhattan Bank                                 $    491,652.00
S017              Chase Manhattan Bank                                 $  2,214,661.00
S024              BNY Western Trust Co.                                $  2,700,000.00
S046              Public Utility District No.1 Klickitat               $  8,305,517.00
S047              Public Service of Colorado                           $ 28,100,000.00
S048              Public Service of Colorado                           $ 14,000,000.00
S049              Equistar Chemicals L.P.                              $  2,400,000.00
S060              ISO New England                                      $  2,600,000.00
SO62              Southern Company Services, Inc.                      $    100,000.00
SO63              American Transmission Systems, Inc.                  $  1,143,000.00
SO64              Duke Energy Trading and Marketing, L.L.C             $  7,095,000.00
SO65              Carolina Power & Light Company                       $  5,200,000.00
S066              Wisconsin Power & Light Company                      $  4,629,170.00
S067              PG&E Gas Transmission, Northwest                     $  3,922,266.00
S002/02           Southern Companies Services, Inc.                    $    150,000.00
S003/02           Southern Companies Services, Inc.                    $  1,100,000.00
S008/02           Connecticut Municipal Electric Energy Cooperative    $  1,000,000.00
S011/02           Mobile Gas Service Corp.                             $  2,300,000.00
S017/02           Liberty Mutual Insurance Co.                         $  3,100,000.00
S018/02           Kemper Surplus Lines Insurance Company               $  1,000,000.00
S026/02           Montreal Trust Company of Canada                     $  3,750,000.00
S027/02           The Bank of Nova Scotia Trust Company of New York    $  3,374,000.00
S029/02           TransCanada PipeLines Limited                        $  1,450,000.00
S031/02           Florida Power & Light                                $  3,444,518.00
S032/02           Kemper, et al                                        $  3,287,500.00
S034/02           TransCanada PipeLines Ltd.                           $  3,900,000.00
S053/02           Alabama Power Company                                $     70,000.00
90503/80085       Pengrowth Corporation                                $  7,200,000.00
90505/80085       Kinder Morgan Texas Pipeline                         $  3,000,000.00
90506/80085       Southern Company Services                            $    175,000.00
90507/80085       Bureau of Land Management                            $    100,000.00
</TABLE>

                                       52

<PAGE>

<TABLE>
<CAPTION>
                                                                        Pound
                                                                       Streling
                                                                      L/C Amount
<S>               <C>                                          <C>
BPG 0801-001      BP Gas Marketing Limited                    $ 57,932,000.00 (35,000,000.00)
NGC Gtee          National Grid Company                       $ 10,386,127.50 ( 6,274,847.45)
BPG 0801-003      Elexon Clear Limited                        $  4,634,560.00 ( 2,800,000.00)
NGC LC            National Grid Company                       $  1,254,858.43 (  758,131.00)
0054/02           CSFB                                        $ 38,354,030.00
0055/02           El Paso Merchant Energy                     $ 15,000,000.00
0058/02           Tennessee Valley Authority                  $  1,000,000.00
0059/02           Tampa Electric Company                      $    551,211.00
0060/02           Tampa Electric Company                      $ 13,156,290.00
0062/02           San Diego Gas and Electric                  $  2,312,000.00
0071/02           Wild Goose Storage                          $    405,000.00
0072/02           Tennessee Valley Authority                  $ 10,000,000.00
0092/02           American Transmission Company LLC           $  1,802,500.00
099/02            Gulf South Pipeline Company, L.P.           $  3,420,000.00
0100/02           Algonquin Gas Transmission Company          $  2,500,000.00
0101/02           Wisconsin Electric Power Company            $ 10,000,000.00
0117/02           Progress Energy                             $    600,000.00
0014/03           Tennessee Valley Authority                  $  3,000,000.00
0015/03           Acadia Power Partners                       $ 13,000,000.00
0016/03           Acadia Power Partners                       $ 15,000,000.00
0018/03                                                       $    626,960.00
0019/03                                                       $    750,000.00
0034/03                                                       $  3,000,000.00
0035/03                                                       $ 13,651,000.00
                                                              ---------------
                  Total LCs Outstanding                       $355,083,602.93
</TABLE>

                                       53

</TEXT>
</DOCUMENT>
