Exhibit








Exhibit 10.1.19


EXECUTION VERSION


AMENDMENT NO. 1
TO
CREDIT AGREEMENT


This AMENDMENT NO. 1 to Credit Agreement, dated as of December 21, 2016 (this “Amendment”), is entered into among CALPINE CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“Credit Suisse”) as the initial New Lender (as defined below), and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity and including any successors in such capacity, the “Administrative Agent”), and amends the Credit Agreement, dated as of December 15, 2015 (as amended, supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement”) entered into among the Borrower, the institutions from time to time party thereto as Lenders (the “Lenders”), the Administrative Agent and MUFG Union Bank, N.A., as collateral agent.  Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.


W I T N E S S E T H:
WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement to effect the changes described below;
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby agree as follows:


Section 1.Amendments to the Credit Agreement
The Credit Agreement is, effective as of the Amendment No. 1 Effective Date (as defined below), hereby amended to:
(a)delete the references to “2.00%” and “3.00%” in the definition of “Applicable Margin” set forth in Section 1.1 of the Credit Agreement and replace such references with “1.75%” and “2.75%”, respectively; 


(b)delete the reference to “1.00%” in the definition of “Eurodollar Rate” set forth in Section 1.1 of the Credit Agreement and replace it with “0.00%” and


(c)delete the reference to “prior to June 15, 2016” in Section 2.13(b) of the Credit Agreement and replace such reference with “prior to June 21, 2017”.


Section 2.Conditions Precedent to the Effectiveness of this Amendment
This Amendment shall become effective as of the date first written above when, and only when, each of the following conditions precedent shall have been satisfied or waived (the “Amendment No. 1 Effective Date”):














(a)Executed Counterparts.  The Administrative Agent shall have received this Amendment, duly executed by the Borrower, the Guarantors, the initial New Lender and the Administrative Agent;


(b)Executed Consents.  The Administrative Agent shall have received a consent (“Consent”) in the form of Exhibit A to this Amendment, duly executed by each Lender (including each replacement financial institution that becomes a Lender pursuant to Section 2.26 of the Credit Agreement, but excluding any Non-Consenting Lender (as defined below)) by 5:00 p.m., New York City time on December 14, 2016 (the “Consent Deadline”);


(c)No Default or Event of Default.  After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing, either on the date hereof or on the Amendment No. 1 Effective Date;


(d)Representations and Warranties. The representations and warranties of the Borrower contained in Article 3 of the Credit Agreement and Section 3 of this Amendment or any other Loan Document shall be true and correct in all material respects (and in all respects if qualified by materiality) on and as of the Amendment No. 1 Effective Date, as if made on and as of such date and except to the extent that such representations and warranties specifically relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects (and in all respects if qualified by materiality) as of such specific date; provided, however, that references therein to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended hereby and after giving effect to the consents and waivers set forth herein;


(e)Officer’s Certificate. The Borrower shall have provided a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in paragraphs (c) and (d) of this Section 2; 


(f)Fees and Expenses Paid.  The Borrower shall have paid all reasonable and documented out-of-pocket costs and expenses of the Lead Arrangers (as defined in that certain Fee Letter dated December 12, 2016 to which the Borrower is a party) and the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Amendment (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel for such Lead Arrangers and the Administrative Agent with respect thereto) and all other fees then due and payable to the Lead Arrangers and the Administrative Agent in connection with this Amendment; and


(g)Patriot Act.  To the extent reasonably requested by the initial New Lender in writing not less than five (5) Business Days prior to the Amendment No. 1 Effective Date, the initial New Lender shall have received prior to the Amendment No. 1 Effectiveness Date, all documentation and other information with respect to the Loan Parties required by regulatory authorities under applicable “know-your-customer” and
 


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anti-money laundering rules and regulations, including without limitation the PATRIOT Act.
Section 3.Representations and Warranties
On and as of the Amendment No. 1 Effective Date, after giving effect to this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and each Lender (including the initial New Lender) as follows:
(a)    this Amendment has been duly authorized, executed and delivered by the Borrower and constitutes the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with its terms and the Credit Agreement as amended by this Amendment constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability relating to or limiting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;


(b)    each of the representations and warranties contained in Section 3 (Representations and Warranties) of the Credit Agreement and each other Loan Document is true and correct in all material respects (and in all respects if qualified by materiality) on and as of the Amendment No. 1 Effective Date, as if made on and as of such date and except to the extent that such representations and warranties specifically relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects (and in all respects if qualified by materiality) as of such specific date; provided, however, that references therein to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended hereby and after giving effect to the consents and waivers set forth herein; and


(c)    no Default or Event of Default has occurred and is continuing.


Section 4.New Lenders and Non-Consenting Lenders  If any Lender under the Credit Agreement (each a “Non-Consenting Lender”) declines or fails to consent to this Amendment by failing to return an executed Consent to the Administrative Agent prior to the Consent Deadline or elects to assign a portion of its Term Loans as provided in its executed Consent, then pursuant to and in compliance with the terms of Section 2.26 of the Credit Agreement, such Lender may be replaced and its commitments and/or obligations (or a portion thereof) purchased and assumed by either a new lender (a “New Lender”) or an existing Lender which is willing to increase its Term Loans.  For the avoidance of doubt, each Non-Consenting Lender will be deemed to have executed an Assignment and Assumption Agreement (“Assignment Agreement”) for all of its then outstanding Term Loans).


Section 5.Fees and Expenses
The Borrower agrees to pay in accordance with the terms of Section 9.5 of the Credit Agreement all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Amendment 


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(including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto).


Section 6.Reference to the Effect on the Loan Documents


(a)As of the Amendment No. 1 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder”, “thereof” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument.  Each of the table of contents and lists of Exhibits and Schedules of the Credit Agreement shall be amended to reflect the changes made in this Amendment as of the Amendment No. 1 Effective Date.


(b)Except as expressly amended hereby or specifically waived above, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed.


(c)The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders, the Borrower, the Lead Arrangers or the Administrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any purpose except as expressly set forth herein.


(d)This Amendment is a Loan Document.


Section 7.Reaffirmation


Each Loan Party hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby and (ii) its guarantee of the Obligations under the Guarantee and Collateral Agreement, as applicable, and its grant of Liens on the Collateral to secure the Obligations pursuant to the Security Documents.


Section 8.Execution in Counterparts


This Amendment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document.  Delivery of an executed counterpart by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment.


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Section 9.Governing Law


THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


Section 10.Section Titles


The section titles contained in this Amendment are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto, except when used to reference a section.  Any reference to the number of a clause, sub-clause or subsection of any Loan Document immediately followed by a reference in parenthesis to the title of the section of such Loan Document containing such clause, sub-clause or subsection is a reference to such clause, sub-clause or subsection and not to the entire section; provided, however, that, in case of direct conflict between the reference to the title and the reference to the number of such section, the reference to the title shall govern absent manifest error.  If any reference to the number of a section (but not to any clause, sub-clause or subsection thereof) of any Loan Document is followed immediately by a reference in parenthesis to the title of a section of any Loan Document, the title reference shall govern in case of direct conflict absent manifest error.
Section 11.Notices


All communications and notices hereunder shall be given as provided in the Credit Agreement.
Section 12.Severability


The fact that any term or provision of this Amendment is held invalid, illegal or unenforceable as to any person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation or jurisdiction or as applied to any person.
Section 13.Successors


The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
Section 14.Jurisdiction; Waiver of Jury Trial


The jurisdiction and waiver of right to trial by jury provisions in Section 9.12 of the Credit Agreement are incorporated herein by reference mutatis mutandis.
[SIGNATURE PAGES FOLLOW]






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

	 
	 
	 

	 
	By:
	  /s/ ZAMIR RAUF

	 
	 
	Name:   Zamir Rauf 
Title:     Executive Vice President and Chief Financial Officer






	
			
	 
	THE GUARANTORS SET FORTH ON

	 
	ANNEX I & II TO THIS SIGNATURE

	 
	PAGE

	 
	 
	 

	 
	By:
	  /s/ ZAMIR RAUF

	 
	 
	Name:   Zamir Rauf 
Title:     Executive Vice President and Chief Financial Officer






	
			
	 
	THE GUARANTORS SET FORTH ON

	 
	ANNEX III & IV TO THIS SIGNATURE

	 
	PAGE

	 
	 
	 

	 
	By:
	  /s/ HETHER BENJAMIN BROWN

	 
	 
	Name:   Hether Benjamin-Brown 
Title:     Vice President






[Signature Page to Calpine Corporation December 2015 Credit Agreement
Amendment No. 1]
















ANNEX I


	
	
	Name of Guarantor

	Anacapa Land Company, LLC

	Anderson Springs Energy Company

	Aviation Funding Corp.

	Baytown Energy Center, LLC

	CalGen Expansion Company, LLC

	CalGen Project Equipment Finance Company Three, LLC

	Calpine Administrative Services Company, Inc.

	Calpine Auburndale Holdings, LLC

	Calpine Bethlehem, LLC

	Calpine c*Power, Inc.

	Calpine CalGen Holdings, Inc.

	Calpine Calistoga Holdings, LLC

	Calpine Central Texas GP, Inc.

	Calpine Central, Inc.

	Calpine Central-Texas, Inc.

	Calpine Cogeneration Corporation

	Calpine Eastern Corporation

	Calpine Edinburg, Inc.

	Calpine Energy Services GP, LLC

	Calpine Energy Services LP, LLC

	Calpine Energy Services, L.P.

	Calpine Fuels Corporation

	Calpine Generating Company, LLC

	Calpine Geysers Company, L.P.

	Calpine Gilroy 1, Inc.

	Calpine Gilroy 2, Inc.

	Calpine Global Services Company, Inc.

	Calpine Hidalgo Energy Center, L.P.

	Calpine Hidalgo Holdings, Inc.

	Calpine Hidalgo, Inc.

	Calpine Kennedy Operators, Inc.

	Calpine KIA, Inc.

	Calpine King City, Inc.

	Calpine King City, LLC

	Calpine Leasing Inc.

	Calpine Long Island, Inc.

	Calpine Magic Valley Pipeline, LLC















	
	
	Name of Guarantor

	Calpine Mid-Atlantic Energy, LLC

	Calpine Mid-Atlantic Generation, LLC

	Calpine Mid-Atlantic Marketing, LLC

	Calpine MVP, LLC

	Calpine Newark, LLC

	Calpine New Jersey Generation, LLC

	Calpine Northbrook Holdings Corporation

	Calpine Northbrook Investors, LLC

	Calpine Northbrook Project Holdings, LLC

	Calpine Operations Management Company, Inc.

	Calpine Power Company

	Calpine Power Management, LLC

	Calpine Power, Inc.

	Calpine PowerAmerica, LLC

	Calpine PowerAmerica-CA, LLC

	Calpine PowerAmerica-ME, LLC

	Calpine Project Holdings, Inc.

	Calpine Solar, LLC

	Calpine Stony Brook Operators, Inc.

	Calpine Stony Brook, Inc.

	Calpine TCCL Holdings, Inc.

	Calpine Texas Pipeline GP, Inc.

	Calpine Texas Pipeline LP, Inc.

	Calpine Texas Pipeline, L.P.

	Calpine University Power, Inc.

	Calpine Vineland Solar, LLC

	CES Marketing IX, LLC

	CES Marketing X, LLC

	Channel Energy Center, LLC

	Corpus Christi Cogeneration, LLC

	CPN 3rd Turbine, Inc.

	CPN Acadia, Inc.

	CPN Cascade, Inc.

	CPN Clear Lake, Inc.

	CPN Pipeline Company

	CPN Pryor Funding Corporation

	CPN Telephone Flat, Inc.

	Delta Energy Center, LLC

	Freestone Power Generation, LLC

	GEC Bethpage Inc.















	
	
	Name of Guarantor

	Geysers Power Company, LLC

	Geysers Power I Company

	Hillabee Energy Center, LLC

	Idlewild Fuel Management Corp.

	JMC Bethpage, Inc.

	Los Medanos Energy Center LLC

	Magic Valley Pipeline, L.P.

	Modoc Power, Inc.

	New Development Holdings, LLC

	NTC Five, Inc.

	Pastoria Energy Center, LLC

	Pastoria Energy Facility L.L.C.

	Pine Bluff Energy, LLC

	RockGen Energy LLC

	South Point Energy Center, LLC

	South Point Holdings, LLC

	Stony Brook Cogeneration, Inc.

	Stony Brook Fuel Management Corp.

	Sutter Dryers, Inc.

	Texas City Cogeneration, LLC

	Texas Cogeneration Five, Inc.

	Texas Cogeneration One Company

	Thermal Power Company

	Zion Energy LLC

















ANNEX II


	
	
	Name of Guarantor

	Deer Park Energy Center LLC

	Deer Park Holdings, LLC

	Metcalf Energy Center, LLC

	Metcalf Holdings, LLC

















ANNEX III


	
	
	Name of Guarantor

	Calpine Construction Management Company, Inc.

	Calpine Mid-Atlantic Operating, LLC

















ANNEX IV


	
	
	Name of Guarantor

	Calpine Operating Services Company, Inc.






















	
			
	 
	CREDIT SUISSE AG, CAYMAN

	 
	ISLANDS BRANCH, as initial New Lender

	 
	 

	 
	By:
	  /s/ MIKHAIL FAYBUSOVICH

	 
	 
	Name:   Mikhail Faybusovich 
Title:     Authorized Signatory

	 
	 
	 

	 
	By:
	  /s/ WARREN VAN HEYST

	 
	 
	Name:   Warren Van Heyst 
Title:      Authorized Signatory






[Signature Page to Calpine Corporation December 2015 Credit Agreement 
Amendment No. 1]













	
			
	 
	MORGAN STANLEY SENIOR FUNDING, INC.

	 
	as Administrative Agent

	 
	 

	 
	By:
	  /s/ CODY GUNSCH

	 
	 
	Name:   Cody Gunsch 
Title:     Vice President






[Signature Page to Calpine Corporation December 2015 Credit Agreement 
Amendment No. 1]
















Exhibit A
CONSENT TO AMENDMENT NO. 1
CONSENT (this “Consent”) TO AMENDMENT NO. 1 (“Amendment”) to the Credit Agreement, dated as of December 15, 2015 (as amended to the date hereof and as the same may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) entered into among the Borrower, the institutions from time to time party thereto as Lenders (the “Lenders”), the Administrative Agent and MUFG Union Bank, N.A., as collateral agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Amendment.


Date of Credit Agreement:     ̈ December 15, 2015    


Fill in existing position (if any):  $ _____________________


Check the first or second box below


	
		
	 ̈
	Consent:
The undersigned Lender (including any New Lender) hereby irrevocably and unconditionally approves of and consents to the Amendment with respect to all Term Loans held by such Lender.






	
		
	 ̈
	Decline:
The undersigned Lender declines to participate and elects to have all of the outstanding principal amount of the Term Loans held by such Lender be assigned on the Amendment No. 1 Effective Date to a New Lender and is hereby deemed to execute the Assignment Agreement.








	
	
	Name of Lender: ____________________________________________________


by
____________________________________________________


Name:
Title:

	

For any Institution requiring a second signature line:
by
____________________________________________________


Name:
Title: