Calpine Northbrook Southcoast Investors, LLC ▼

                                                               EXECUTION VERSION

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                  COLLATERAL TRUST AND INTERCREDITOR AGREEMENT

                           dated as of March 23, 2004

                                     among

                         CALPINE CALGEN HOLDINGS, INC.,

                        CALPINE GENERATING COMPANY, LLC,

                 THE GUARANTORS PARTY HERETO FROM TIME TO TIME,

                              WILMINGTON TRUST FSB,
                         . . .

                                                               EXECUTION VERSION

                                  $600,000,000

            FIRST PRIORITY SECURED INSTITUTIONAL TERM LOANS DUE 2009

                         CREDIT AND GUARANTEE AGREEMENT

                           Dated as of March 23,2004

                                     among

                         CALPINE GENERATING COMPANY, LLC
                                  The Borrower

                  THE GUARANTORS PARTY HERETO FROM TIME TO TIME
                                 The Guarantors

           . . .

                                                               EXECUTION VERSION

THE LOANS TO BE MADE HEREUNDER SHALL BE ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR
UNITED STATES FEDERAL INCOME TAX PURPOSES AND ARE SUBJECT TO TREASURY
REGULATIONS REGARDING THE REPORTING OF ORIGINAL ISSUE DISCOUNT. FURTHER
INFORMATION MAY BE OBTAINED BY SUBMITTING A REQUEST TO THE CHIEF FINANCIAL
OFFICER OF THE COMPANY AT 50 WEST SAN FERNANDO STREET, 5TH FLOOR, SAN JOSE,
CALIFORNIA 95113.
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                                   . . .

                Index Based Gas Sale and Power Purchase Agreement

                                      Among

                Calpine Energy Services, L.P., Calpine Generating

                 Company, LLC and Its Subsidiaries Party Hereto

                                   dated as of

                                 March 23, 2004



                INDEX BASED GAS SALE AND POWER PURCHASE AGREEMENT

      This Index Based Gas Sale and Power Purchase Agreement (as amended,
modified and supplemented from time to time and together with the exhibits,
schedules and  . . .

                            LIMITED LIABILITY COMPANY
                               OPERATING AGREEMENT

                                       OF

                  CALPINE CONSTRUCTION FINANCE COMPANY II, LLC

                                   DATED AS OF

                                OCTOBER 31, 2000

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                           LIMITED LIABILITY COMPANY
                              OPERATING AGREEMENT

                                       OF

                        CCFC II DEVELOPMENT COMPANY, LLC

                                  DATED AS OF

                                OCTOBER 31, 2000



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                            LIMITED LIABILITY COMPANY
                              OPERATING AGREEMENT

                                       OF

                              BAYTOWN POWER GP, LLC

                                   DATED AS OF

                                JANUARY 31, 2003

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                           LIMITED LIABILITY COMPANY
                              OPERATING AGREEMENT

                                       OF

                             CHANNEL POWER GP, LLC

                                  DATED AS OF

                                JANUARY 31, 2003



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                            LIMITED LIABILITY COMPANY
                               OPERATING AGREEMENT

                                       OF

                      CALPINE CORPUS CHRISTI ENERGY GP, LLC

                                   DATED AS OF

                                JANUARY 31, 2003

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                            LIMITED LIABILITY COMPANY
                               OPERATING AGREEMENT

                                       OF

               CCFC II PROJECT EQUIPMENT FINANCE COMPANY TWO, LLC

                                  DATED AS OF
                                NOVEMBER 9, 2001

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                           LIMITED LIABILITY COMPANY
                              OPERATING AGREEMENT

                                       OF

                             CALPINE FREESTONE, LLC

                                   DATED AS OF

                                 [MARCH 23, 2003]

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                            LIMITED LIABILITY COMPANY
                              OPERATING AGREEMENT

                                       OF

                               CPN FREESTONE, LLC

                                   DATED AS OF

                                 [MARCH 23, 2003]

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                       . . .

                            LIMITED LIABILITY COMPANY
                               OPERATING AGREEMENT

                                       OF

                        CALPINE FREESTONE ENERGY GP, LLC

                                   DATED AS OF

                                 JANUARY 31, 2003

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                            LIMITED LIABILITY COMPANY
                               OPERATING AGREEMENT

                                       OF

               CCFC II PROJECT EQUIPMENT FINANCE COMPANY ONE, LLC

                                   DATED AS OF

                               OCTOBER_____, 2000.

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                            LIMITED LIABILITY COMPANY
                              OPERATING AGREEMENT

                                       OF

                          PASTORIA ENERGY CENTER, LLC

                                   DATED AS OF

                                NOVEMBER 17, 2000

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