EMPLOYMENT AGREEMENTEmployment Agreement • May 19th, 2006 • Calpine Corp • Electric services • New York
This Employment Agreement (the “Agreement”) is entered into effective as of January 30, 2006, between CALPINE CORPORATION, a Delaware corporation (the “Company”), and SCOTT J. DAVIDO (“Executive”) to provide the terms and conditions for Executive’s employment with the Company and its affiliates from time to time (together, the “Group”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CCFC PREFERRED HOLDINGS, LLC Dated as of October 14, 2005Limited Liability Company Operating Agreement • May 19th, 2006 • Calpine Corp • Electric services • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) of CCFC PREFERRED HOLDINGS, LLC, a Delaware limited liability company (the “Company”), dated as of October 14, 2005 is executed and entered into by and among CALPINE CCFC HOLDINGS, INC., a Delaware corporation (the “Common Member”), and the parties hereto who either have executed as Redeemable Preferred Members a counterpart signature page to this Agreement on the date hereof or who hereafter from time to time shall have been admitted as Redeemable Preferred Members of this Company. All capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 1.8 or, with respect to certain tax and accounting terms, the Allocation Addendum attached hereto as Exhibit A.
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF METCALF ENERGY CENTER, LLC Dated as of June 20, 2005Limited Liability Company Operating Agreement • May 19th, 2006 • Calpine Corp • Electric services • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) of METCALF ENERGY CENTER, LLC, a Delaware limited liability company (the “Company”), dated as of June 20, 2005 is executed and entered into by and among METCALF HOLDINGS, LLC, a Delaware limited liability company (the “Common Member”), and the parties listed on Schedule 1 hereto who either have executed as Redeemable Preferred Members a counterpart signature page to this Agreement or who hereafter from time to time shall have been admitted as Redeemable Preferred Members of this Company by executing a counterpart signature page to this Agreement. All capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 1.8 or, with respect to certain tax and accounting terms, the Allocation Addendum attached hereto as Exhibit A.
AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • May 19th, 2006 • Calpine Corp • Electric services • New York
AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT (this “Agreement”), dated as of February 23, 2006, by and among CALPINE CORPORATION, a Delaware corporation (the “Borrower”), each of the direct and indirect domestic subsidiaries of the Borrower signatory hereto (together with the Borrower, the “Grantors”), each a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code, and DEUTSCHE BANK TRUST COMPANY AMERICAS (“DB”), as collateral agent (in such capacity and including any successors, the “Collateral Agent”) for the financial institutions from time to time party to the Credit Agreement (as hereinafter defined).
WAIVER AGREEMENT Dated as of March 15, 2006 among CALPINE CONSTRUCTION FINANCE COMPANY, L.P. CCFC FINANCE CORP. THE GUARANTORS NAMED HEREIN and WILMINGTON TRUST FSB, as Trustee Relating to the Indenture Dated as of August 14, 2003 and Amended as of...Waiver Agreement • May 19th, 2006 • Calpine Corp • Electric services • New York
WAIVER AGREEMENT UNDER INDENTURE, dated as of March 15, 2006 (the “Waiver Agreement”), among Calpine Construction Finance Company, L.P., a Delaware limited partnership (the “Company”), CCFC Finance Corp., a Delaware corporation (“Finance Corp.”), the Guarantors and Wilmington Trust FSB, as trustee (the “Trustee”).
WAIVER AGREEMENTWaiver Agreement • May 19th, 2006 • Calpine Corp • Electric services • New York
THIS WAIVER AGREEMENT (this “Agreement”) is entered into as of the 15th day of March, 2006, by and among CALPINE CONSTRUCTION FINANCE COMPANY, L.P., a Delaware limited partnership (the “Borrower”), CALPINE HERMISTON, LLC, a Delaware limited liability company (“Calpine LLC”), CPN HERMISTON, LLC, a Delaware limited liability company (“CPN LLC”), and HERMISTON POWER PARTNERSHIP, an Oregon general partnership (the “Hermiston Partnership” and, together with Calpine LLC and CPN LLC, the “Guarantors”), the lenders party hereto (the “Lenders”), and GOLDMAN SACHS CREDIT PARTNERS L.P., as administrative agent (together with its successors in such capacity, the “Administrative Agent”).
AMENDED & RESTATED REVOLVING CREDIT, TERM LOAN AND GUARANTEE AGREEMENT among CALPINE CORPORATION, a Debtor-in-Possession, as Borrower and THE SUBSIDIARIES OF CALPINE CORPORATION NAMED HEREIN, Debtors-in-Possession, as Guarantors and THE LENDERS PARTY...Revolving Credit, Term Loan and Guarantee Agreement • May 19th, 2006 • Calpine Corp • Electric services • New York
AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND GUARANTEE AGREEMENT, dated as of February 23, 2006, among (i) CALPINE CORPORATION, a Delaware corporation (the “Borrower”), which is a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (as defined below), (ii) each of the direct and indirect domestic Subsidiaries of Borrower designated as a Guarantor on Schedule 3.5 hereto, (collectively, the “Guarantors” and together with the Borrower, the “Debtors” and each a “Debtor”), each of which Guarantors is a debtor and a debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (the cases of the Borrower and the Guarantors, each a “Case” and, collectively, the “Cases”), (iii) CREDIT SUISSE SECURITIES (USA) LLC and DEUTSCHE BANK SECURITIES INC. (“DBSI”), as joint syndication agents (in such capacities, collectively, the “Syndication Agents”), (iv) DEUTSCHE BANK TRUST COMPANY AMERICAS (“DB”), as administrative agent for the First Pr
AMENDMENT NO. 4 UNDER CREDIT AND GUARANTEE AGREEMENTCredit and Guarantee Agreement • May 19th, 2006 • Calpine Corp • Electric services • New York
THIS AMENDMENT NO. 4 UNDER CREDIT AND GUARANTEE AGREEMENT (this “Amendment”) is made as of the 15th day of March, 2006, by and among CALPINE CONSTRUCTION FINANCE COMPANY, L.P., a Delaware limited partnership (the “Company”), CALPINE HERMISTON, LLC, a Delaware limited liability company (“Calpine LLC”), CPN HERMISTON, LLC, a Delaware limited liability company (“CPN LLC”), and HERMISTON POWER PARTNERSHIP, an Oregon general partnership (the “Hermiston Partnership” and, together with Calpine LLC and CPN LLC, the “Guarantors”), the lenders party hereto (the “Lenders”), and GOLDMAN SACHS CREDIT PARTNERS L.P., as administrative agent (together with its successors in such capacity, the “Administrative Agent”).
CONSENT, ACKNOWLEDGMENT AND AMENDMENT TO OPERATING AGREEMENT OF CCFC PREFERRED HOLDINGS, LLCOperating Agreement • May 19th, 2006 • Calpine Corp • Electric services • Delaware
CONSENT, ACKNOWLEDGMENT AND AMENDMENT (this “Consent Agreement”) is entered into as of March ___, 2006 by and among Calpine CCFC Holdings, Inc., in its capacity as Common Member (the “Common Member”), and the other parties hereto in their capacities as Redeemable Preferred Members (the “Preferred Members”), in each case under and as defined in the Second Amended and Restated Limited Liability Company Operating Agreement, dated as of October 14, 2005 (the “Operating Agreement”) of CCFC Preferred Holdings, LLC (the “Company”). Capitalized terms used but not otherwise defined in this Consent Agreement have the meanings given to them in the Operating Agreement or the Standstill Agreement dated as of February 24, 2006 (the “Standstill Agreement”) among the Common Member and the Preferred Members party thereto.
AGREEMENT dated as of December 20, 2005 by and among Steam Heat LLC, and Thermal Power Company and solely for purposes of Sections 6.2, 7.2.8 and 7.4 hereof, Geysers Power Company, LLCAgreement • May 19th, 2006 • Calpine Corp • Electric services • New York
This AGREEMENT (“Agreement”), dated as of December 20, 2005, is entered into by and between Steam Heat LLC, a Delaware limited liability company (“Seller”), Thermal Power Company, a California corporation (“TPC”), and, solely for purposes of Sections 6.2, 7.2.8 and 7.4 hereof, Geysers Power Company, LLC, a Delaware limited liability company (“GPC”). Seller and TPC are also sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
FIRST CONSENT, WAIVER AND AMENDMENTAmended and Restated Revolving Credit, Term Loan and Guarantee Agreement • May 19th, 2006 • Calpine Corp • Electric services • New York
FIRST CONSENT, WAIVER AND AMENDMENT, dated as of May 3, 2006 (this “Amendment”), to and under the Amended and Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 23, 2006 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among (i) CALPINE CORPORATION (the “Borrower”), (ii) the subsidiaries of the Borrower named therein (the “Guarantors”), (iii) CREDIT SUISSE SECURITIES (USA) LLC and DEUTSCHE BANK SECURITIES INC. (“DBSI”), as joint syndication agents (in such capacities, collectively, the “Syndication Agents”), (iv) DEUTSCHE BANK TRUST COMPANY AMERICAS (“DB”), as administrative agent for the First Priority Lenders hereunder (in such capacity and including any successors, the “First Priority Agent”), (v) GENERAL ELECTRIC CAPITAL CORPORATION (including its successors, “GE Capital”), as Sub-Agent for the Revolving Lenders hereunder (in such capacity and including any successors, the “Sub-Agent”), (vi) CREDIT SUISSE (“CS”), a
