CALPINE CORP
EXHIBIT 10.1.10.2
<DOCUMENT>
<TYPE>EX-10.1.10.2
<SEQUENCE>18
<FILENAME>f95352exv10w1w10w2.txt
<DESCRIPTION>EXHIBIT 10.1.10.2
<TEXT>
<PAGE>

                                                               Exhibit 10.1.10.2

                               FIRST AMENDMENT TO
                           COLLATERAL TRUST AGREEMENT

                  THIS FIRST AMENDMENT TO THE COLLATERAL TRUST AGREEMENT (this
"Amendment") is made as of the 18th day of November, 2003, by and among Calpine
Corporation, a Delaware corporation (the "Company"), Quintana Minerals (USA),
Inc., a Delaware corporation ("Quintana Minerals"), JOQ Canada, Inc., a Delaware
corporation ("JOQ Canada"), Quintana Canada Holdings LLC, a Delaware limited
liability company ("Quintana Canada, and together with Quintana Minerals and JOQ
Canada, the "Canadian Guarantors"), The Bank of Nova Scotia, as Credit Agreement
Agent (together with its successors in such capacity, the "Credit Agreement
Agent"), Wilmington Trust Company, as Trustee under the 2007 Indenture (together
with its successors in such capacity, the "2007 Trustee"), Wilmington Trust
Company, as Trustee under the 2010 Indenture (together with its successors in
such capacity, the "2010 Trustee"), Wilmington Trust Company, as Trustee under
the 2013 Indenture (together with its successors in such capacity, the "2013
Trustee"), Goldman Sachs Credit Partners L.P., as Term Loan Administrative Agent
(together with its successors in such capacity, the "Term Loan Administrative
Agent"), and The Bank of New York, as Collateral Trustee (together with its
successors in such capacity, the "Collateral Trustee")

                                    RECITALS

                  WHEREAS, the Company, the Canadian Guarantors, the Credit
Agreement Agent, the 2007 Trustee, the 2010 Trustee, the 2013 Trustee, the Term
Loan Administrative Agent and the Collateral Trustee have entered into the
Collateral Trust Agreement, dated as of July 16, 2003 (as amended and as may be
further amended from time to time, the "Collateral Trust Agreement");

                  WHEREAS, the Company, the Canadian Guarantors and the
Collateral Trustee now wish to amend the Collateral Trust Agreement in certain
respects, as hereinafter provided.

                                    AGREEMENT

                  NOW THEREFORE, in consideration of the premises and the mutual
agreements set forth, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

                  1. Definitions. Unless otherwise defined herein or the context
otherwise requires, terms used in this Amendment, including in its preamble and
recitals, shall have the respective meanings assigned to such terms in the
Collateral Trust Agreement.

                  2. Amendment to Section 1.1 (Defined Terms). Section 1.1 of
the Collateral Trust Agreement is hereby amended by deleting the word "and"
before the number "(7)" in the definition of "Pledged Power Project"; by
deleting the period at the end of the number "(7)" and by adding at the end of
such definition the clause "; and (8) from and after November 18, 2003, the
Fremont Energy Center in Fremont, Ohio."

                  3. Representations and Warranties. The Company and each
Guarantor hereby represents and warrants to the Collateral Trustee that (a) this
Amendment has been duly

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authorized, executed and delivered by the Company or Guarantor, as applicable,
and constitutes its valid and legally binding obligation, enforceable against it
in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles, and
(b) the execution and delivery of this Amendment (i) does not require any
consent, approval, authorization or order of, or filing with, any governmental
agency or body or any court, except such as have been obtained or made and are
in full force and effect as of the date hereof and (ii) will not violate any
applicable law or regulation or the charter, by-laws or other organizational
documents of the Company or Guarantor, as applicable, or any order of any
governmental agency or body, or breach or conflict with any material agreement
to which the Company or Guarantor, as applicable, is a party or by which the
Company or Guarantor, as applicable, is bound.

                  4. Effectiveness. This Amendment shall become effective upon
fulfillment of the following conditions precedent: (a) each of the Company, the
Canadian Guarantors and the Collateral Trustee shall have delivered a duly
executed counterpart of this Amendment, and (b) the Collateral Trustee shall
have received an Officer's Certificate and an Opinion of Company Counsel, dated
the date hereof, in accordance with Section 7.1 of the Collateral Trust
Agreement.

                  5. Continuing Effect of the Collateral Trust Agreement. Except
as expressly set forth herein, this Amendment shall not by implication or
otherwise limit, impair, constitute a waiver of, or otherwise affect the rights
and remedies of the Collateral Trustee, the Company or the Canadian Guarantors
under the Collateral Trust Agreement and shall not alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Collateral Trust Agreement, all of which are
ratified and affirmed in all respects and shall continue in full force and
effect. Nothing herein shall be deemed to entitle the Company or the Canadian
Guarantors to a consent to, or a waiver, amendment, modification or other change
of, any of the terms, conditions, obligations, covenants or agreements contained
in the Collateral Trust Agreement in similar or different circumstances. This
Amendment shall apply and be effective only with respect to the provisions of
the Collateral Trust Agreement specifically referred to herein. After this
Amendment becomes effective in accordance with Section 4 hereof, any reference
to the Collateral Trust Agreement shall mean the Collateral Trust Agreement as
amended and modified hereby.

                  6. Governing Law. This Amendment and the right and obligations
of the parties hereunder shall be governed by, and shall be construed and
enforced in accordance with, the laws of the State of New York without regard to
conflict of laws principles.

                  7. Counterparts. This Amendment may be executed in any number
of counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument. The delivery of an executed signature of this Amendment by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof.

                  8. Headings. Section headings herein are included herein for
convenience of reference only and shall not constitute a part hereof for any
other purpose or be given any substantive effect.

                                       -2-
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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first above written.

                                         COMPANY:

                                         CALPINE CORPORATION

                                         By:  ROBERT D. KELLY
                                            ------------------------------------
                                            Name: Robert D. Kelly
                                            Title: Executive Vice President and
                                                   Chief Financial Officer

CANADIAN GUARANTORS:

The undersigned Canadian Guarantors hereby consent and agree to the foregoing
Amendment and agree that their Guarantee as set forth in the Guarantee and
Collateral Agreement, dated as of July 16, 2003, by the Company and the Canadian
Guarantors in favor of the Collateral Trustee, remains in full force and effect:

QUINTANA MINERALS (USA), INC.

By:  ROBERT D. KELLY
   ------------------------------------
Name: Robert D. Kelly
Title:

JOQ CANADA, INC.

By:  ROBERT D. KELLY
   ------------------------------------
Name: Robert D. Kelly
Title:

QUINTANA CANADA HOLDINGS LLC

By:  ROBERT D. KELLY
   ------------------------------------
Name: Robert D. Kelly
Title:

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                                         COLLATERAL TRUSTEE:

                                         THE BANK OF NEW YORK,
                                         as Collateral Trustee

                                         By:  MICHAEL PITFICK
                                            ------------------------------------
                                            Name: Michael Pitfick
                                            Title: Assistant Vice President

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