0000916457-14-000028 Sample Contracts

LS POWER EQUITY PARTNERS GUARANTEE
Guarantee • July 8th, 2014 • Calpine Corp • Electric services • New York

This GUARANTEE dated as of April 17, 2014 (the “Effective Date”), is made by LS Power Equity Partners III, L.P., a Delaware limited partnership (“Guarantor”), for the benefit of Calpine Corporation, a Delaware limited liability company (“Beneficiary”) in its own capacity and as representative for Calpine Project Holdings, Inc., a Delaware corporation (“Calpine Project Holdings”), and CalGen Expansion Company, LLC (“CalGen”).

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CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Confidentiality and Non-Disclosure Agreement • July 8th, 2014 • Calpine Corp • Electric services • New York

This Confidentiality and Non-Disclosure Agreement (“Agreement”) is entered into as of February 19, 2014, by and between Calpine Corporation, a Delaware corporation with its principal executive offices at 717 Texas Avenue, Suite 1000, Houston, Texas 77002 ("Calpine"); and LS Power Equity Advisors, LLC, a Delaware limited liability company, with its principal executive offices at 1700 Broadway, 35th Floor, NY, NY 10019 (“LS Power”), referred to collectively as "Parties" and individually as "Party."

PURCHASE AND SALE AGREEMENT by and between CALPINE PROJECT HOLDINGS, INC., CALGEN EXPANSION COMPANY, LLC and CALPINE CORPORATION as Sellers, and NATGEN SOUTHEAST POWER LLC, as Purchaser dated as of April 17, 2014
Purchase and Sale Agreement • July 8th, 2014 • Calpine Corp • Electric services • New York

This Purchase and Sale Agreement (this “Agreement”) dated as of April 17, 2014 (the “Execution Date”) is made and entered into by and among each of the entities listed on Section A-1 of the Disclosure Letter (each, a “Seller” and collectively, “Sellers”), and NatGen Southeast Power LLC, a Delaware limited liability company (“Purchaser”).

AMENDMENT TO CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Confidentiality and Non-Disclosure Agreement • July 8th, 2014 • Calpine Corp • Electric services

This AMENDMENT TO CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (this “Amendment”), dated April 17, 2014, is entered into by and between Calpine Corporation, a Delaware corporation, with its principal executive offices at 717 Texas Avenue, Suite 1000, Houston, Texas 77002 (“Calpine”), and LS Power Equity Advisors, LLC, a Delaware limited liability company, with its principal executive offices at 1700 Broadway, 35th Floor, New York, NY 10019 (“LS Power”), referred to collectively as “Parties” and individually as “Party”. Capitalized terms not otherwise defined herein shall have their respective meanings as set forth in the Confidentiality Agreement.

CALPINE GUARANTEE
Guarantee • July 8th, 2014 • Calpine Corp • Electric services • New York

This GUARANTEE dated as of April 17, 2014 (the “Effective Date”), is made by Calpine Corporation, a Delaware corporation (“Calpine”), for the benefit of NatGen Southeast Power LLC, a Delaware limited liability company (“Beneficiary”).

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