EX-4.3


 EXHIBIT 4.3 

FIFTH SUPPLEMENTAL INDENTURE 

FIFTH SUPPLEMENTAL INDENTURE, dated as of October 30, 2013 (this “Supplemental Indenture”), to the Indenture, dated as
of October 21, 2009, as supplemented to date, among Calpine Corporation, a Delaware corporation (“Calpine” or the “Company”), each of the guarantors party to the Indenture (as defined below) (the
“Guarantors”) and Wilmington Trust Company, as Trustee (the “Trustee”) (as so supplemented, the “Indenture”). 

WHEREAS, Calpine has issued its 7.25% Senior Secured Notes due 2017 (the “Notes”) pursuant to the Indenture; and 

WHEREAS, Calpine has offered to purchase for cash any and all of the outstanding Notes pursuant to the Offer to Purchase (as defined below)
(the “Offer”); and 
 WHEREAS, in connection with the Offer, Calpine has requested that Holders of the Notes deliver their
consents (the “Consent Solicitation”) with respect to the amendments set forth in Article II hereof (collectively, the “Amendments”); and 

WHEREAS, Section 9.02 of the Indenture provides that Calpine, the Guarantors and the Trustee may, with the consent of the Holders of a
majority in aggregate principal amount of the outstanding Notes, supplement the Indenture; and 
 WHEREAS, in connection with the Consent
Solicitation, the Holders of a majority in aggregate principal amount of the outstanding Notes have duly consented to the Amendments set forth in this Supplemental Indenture in accordance with Section 9.02 of the Indenture; and 

WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental Indenture and to make this Supplemental
Indenture valid and binding have been complied with or performed. 
 NOW, THEREFORE, for and in consideration of the foregoing premises, it
is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows: 
 ARTICLE 1 

DEFINITIONS 
 Section 1.01.
Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Indenture has the meaning assigned to such term in the Indenture. Each reference to “hereof”,
“hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Indenture” and each other similar reference contained in the Indenture shall, after this Supplemental Indenture
becomes effective, refer to the Indenture as amended hereby. 
 ARTICLE 2 

AMENDMENTS 
 Section 2.01.
Amendments. 
 (a) Section 1.01 of the Indenture is hereby amended by adding the following definitions: 

“Offer to Purchase” shall mean that that certain Offer to Purchase and Consent Solicitation Statement dated October 17,
2013. 
 “Tender Offer” shall mean the Company’s offer to purchase for cash any and all of the outstanding Notes and
the concurrent solicitation of consents to certain proposed amendments to this Indenture. 

  
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 (b) The following sections or clauses of the Indenture and all references thereto are hereby
deleted in their entirety: 
  

	 	•	 	Section 4.03 “Reports”; 

  

	 	•	 	Section 4.04 “Compliance Certificate”; 

  

	 	•	 	Section 4.05 “Taxes”; 

  

	 	•	 	Section 4.06 “Stay, Extension and Usury Laws”; 

  

	 	•	 	Section 4.07 “Incurrence of Indebtedness”; 

  

	 	•	 	Section 4.08 “Limitation on Secured Commodity Hedging”; 

  

	 	•	 	Section 4.09 “Liens”; 

  

	 	•	 	Section 4.11 “Offer to Repurchase Upon Change of Control Triggering Event”; 

  

	 	•	 	Section 4.12 “Limitation on Sale and Leaseback Transactions”; 

  

	 	•	 	Section 4.13 “Additional Note Guarantees”; 

  

	 	•	 	Section 4.14 “Further Assurances; Insurance”; 

  

	 	•	 	Section 4.15 “After-Acquired Collateral”; 

  

	 	•	 	clause (3) of paragraph (a) of Section 5.1 “Merger, Consolidation, or Sale of Assets”; and 

  

	 	•	 	paragraphs (3) (solely with respect to Section 4.11), (4), (5), (6), (8), (9) and (10) of Section 6.01 “Events of Default.” 


(c) Section 12.01 of the Indenture is hereby amended to add the following as the second paragraph thereof: 

“Notwithstanding the preceding paragraph, upon the occurrence of any settlement date for Notes validly tendered and not validly withdrawn
pursuant to the Tender Offer (“Tendered Notes”), the Trustee shall release to the Company from the funds deposited with the Trustee pursuant to clause (1)(b) above an amount equal to the aggregate Tender Price (as defined below);
provided that the Trustee shall have received (a) an Officers’ Certificate directing such release and stating the principal amount of the Tendered Notes and the aggregate price to be paid for the Tendered Notes pursuant to the
Tender Offer, including any accrued and unpaid interest (the “Tender Price”), and (b) a copy of the Offer to Purchase; provided, further, that immediately after such release, the Company shall certify to the Trustee that
the amount remaining of the funds deposited with the Trustee pursuant to clause (1)(b) above shall be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to
the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption, after giving effect to the payment for the Tendered Notes pursuant to the Tender Offer.” 

(d) Pursuant to Section 10.03 of the Indenture, the Collateral Agent’s Liens upon the Collateral will no longer secure the Notes and
the Note Guarantees or any other obligations under the Indenture, and the right of the Holders to the benefits and proceeds of the Collateral Agent’s Liens on the Collateral are hereby terminated and discharged. 

Section 2.02. Definitions; References. Subject to Section 3.01 hereof, the Indenture is hereby amended by deleting any
definitions from the Indenture with respect to which references would be eliminated as a result of the amendments of the Indenture pursuant to Section 2.01 hereof. To the extent any Article, Section, definition or paragraph of the Indenture has
been deleted from the Indenture pursuant to Article 2 of this Supplemental Indenture, any reference in any provision of the Indenture or any Note to such Article, Section, definition or paragraph shall be disregarded in, and be deemed eliminated
from, such provisions. 

  
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 ARTICLE 3 

EFFECT; EFFECTIVENESS; RATIFICATION 

Section 3.01. Effect of Supplemental Indenture. Except as amended hereby, all of the terms of the Indenture shall remain and
continue in full force and effect and are hereby confirmed in all respects. From and after the date of this Supplemental Indenture, all references to the Indenture (whether in the Indenture or in any other agreements, documents or instruments) shall
be deemed to be references to the Indenture as amended and supplemented by this Supplemental Indenture. 
 Section 3.02.
Effectiveness. The provisions of this Supplemental Indenture shall be effective upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the Amendments shall become operative only at such
time when a majority in aggregate principal amount of the outstanding Notes are purchased by the Company pursuant to the Offer and Consent Solicitation. 

Section 3.03. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the
Indenture and the Notes are in all respects ratified and confirmed, and all of the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture is executed as, and shall constitute an indenture
supplemental to the Indenture and shall be construed in connection with and form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 

ARTICLE 4 
 MISCELLANEOUS
PROVISIONS 
 Section 4.01. Concerning the Trustee. The Trustee makes no representations as to the validity or sufficiency of
this Supplemental Indenture. The recitals and statements herein are deemed to be those of Calpine and the Guarantors, and not of the Trustee. 

Section 4.02. Governing Law. This Supplemental Indenture shall be governed by and construed in accordance with the internal laws
of the State of New York without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. 

Section 4.03. Separability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Section 4.04. Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which will be
deemed to be an original, but all such counterparts together will constitute one and the same instrument. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year first above written. 
  

			
	CALPINE CORPORATION
		
	By:	 	/s/ ZAMIR RAUF
		 	 Name:  Zamir Rauf

		 	 Title:    Chief Financial Officer of Calpine Corporation

		
	By:	 	/s/ ZAMIR RAUF
		 	 Name:  Zamir Rauf

		 	 Title:    Chief Financial Officer of each of the Guarantors listed on Annex-A-1 hereto

		
	By:	 	/s/ HETHER BENJAMIN BROWN
		 	 Name:  Hether Benjamin Brown

		 	 Title:    Vice President of each of the Guarantors listed on Annex A-2 hereto









 ANNEX A-1 to 

Signature Page to 
 Fifth Supplemental
Indenture 
  

	
	 Guarantor

	
	Anacapa Land Company, LLC
	
	Anderson Springs Energy Company
	
	Auburndale Peaker Energy Center, LLC
	
	Aviation Funding Corp.
	
	Baytown Energy Center, LLC
	
	Bellingham Cogen, Inc.
	
	CalGen Expansion Company, LLC
	
	CalGen Finance Corp.
	
	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 California Holdings, Inc.
	
	Calpine Calistoga Holdings, LLC
	
	Calpine CCFC Holdings, Inc.
	
	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 Jupiter, LLC
	
	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, Inc.
	
	Calpine Mid-Atlantic Energy, LLC
	
	Calpine Mid-Atlantic Generation, LLC
	
	Calpine Mid-Atlantic Marketing, LLC
	
	Calpine MVP, Inc.
	
	Calpine Newark, LLC








	
	
	Calpine New Jersey Generation, LLC
	
	Calpine Northbrook Holdings Corporation
	
	Calpine Northbrook Investors, LLC
	
	Calpine Northbrook Project Holdings, LLC
	
	Calpine Oneta Power, 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 Pryor, Inc.
	
	Calpine Rumford I, Inc.
	
	Calpine Rumford, Inc.
	
	Calpine Schuylkill, Inc.
	
	Calpine Solar, LLC
	
	Calpine Sonoran Pipeline, LLC
	
	Calpine Stony Brook, Inc.
	
	Calpine Stony Brook Operators, Inc.
	
	Calpine Sumas, Inc.
	
	Calpine TCCL Holdings, Inc.
	
	Calpine Texas Pipeline GP, Inc.
	
	Calpine Texas Pipeline LP, Inc.








	
	
	Calpine Texas Pipeline, L.P.
	
	Calpine Tiverton I, Inc.
	
	Calpine Tiverton, Inc.
	
	Calpine University Power, Inc.
	
	Calpine Vineland Solar, LLC
	
	Carville Energy LLC
	
	CES Marketing IX, LLC
	
	CES Marketing V, LLC
	
	CES Marketing X, LLC
	
	Channel Energy Center, LLC
	
	Clear Lake Cogeneration Limited Partnership
	
	Columbia Energy LLC
	
	Corpus Christi Cogeneration LLC
	
	CPN 3rd Turbine, Inc.
	
	CPN Acadia, Inc.
	
	CPN Cascade, Inc.
	
	CPN Clear Lake, Inc.
	
	CPN East Fuels, LLC
	
	CPN Pipeline Company
	
	CPN Pryor Funding Corporation
	
	CPN Telephone Flat, Inc.
	
	Decatur Energy Center, LLC
	
	Deer Park Energy Center LLC
	
	Deer Park Holdings, LLC
	
	Delta Energy Center, LLC








	
	
	Fontana Energy Center, LLC
	
	Freestone Power Generation, LLC
	
	GEC Bethpage Inc.
	
	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.
	
	Metcalf Energy Center, LLC
	
	Metcalf Holdings, LLC
	
	Mobile Energy L L C
	
	Modoc Power, Inc.
	
	Morgan Energy Center, LLC
	
	Northwest Cogeneration, Inc.
	
	NTC Five, Inc.
	
	Pastoria Energy Center, LLC
	
	Pastoria Energy Facility L.L.C.
	
	Pine Bluff Energy, LLC
	
	RockGen Energy LLC
	
	Rumford Power Associates Limited Partnership
	
	Santa Rosa Energy Center, 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
	
	Tiverton Power Associates Limited Partnership
	
	Zion Energy LLC







 ANNEX A-2 to 

Signature Page to 
 Fifth Supplemental
Indenture 
  

	
	 Guarantor

	
	Calpine Construction Management Company, Inc.
	
	Calpine Mid-Atlantic Operating, LLC
	
	Calpine Operating Services Company, Inc.
	
	Calpine Power Services, Inc.
	
	Thomassen Turbine Systems America, Inc.







 
			
	 WILMINGTON TRUST COMPANY, as Trustee

		
	By:	 	/s/ PRITAL K. PATEL
		 	Name: Prital K. Patel
		 	Title: Assistant Vice President