ex4-5.htm


EXHIBIT 4.5


SECOND SUPPLEMENTAL INDENTURE


 


Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of July 22, 2011, among each of Deer Park Energy Center LLC, Deer Park Holdings, LLC, Metcalf Energy Center, LLC and Metcalf Holdings, LLC (collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of Calpine Corporation, a Delaware corporation (the “Company”), the Company, each of the guarantors party to the Indenture (as defined below) (the “Existing Guarantors”) and Wilmington Trust Company, as trustee under the Indenture referred to below (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Company and the guarantors party thereto have heretofore executed and delivered to the Trustee an indenture, dated as of January 14, 2011 (as supplemented by the First Supplemental Indenture dated as of April 26, 2011, the “Indenture”), providing for the issuance of 7.875% Senior Secured Notes due 2023 (the “Notes”);


 


WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which each of the Guaranteeing Subsidiaries shall agree to guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and


 


WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Second Supplemental Indenture.


 


NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each of the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:


 


1.           Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


 


2.           Agreement to Guarantee.  Each of the Guaranteeing Subsidiaries hereby agrees to become subject to the Guarantee and Collateral Agreement pursuant to Section 4.13 of the Indenture.


 


3.           No Recourse Against Others.  No past, present or future director, officer, employee, incorporator, stockholder or agent of any of the Guaranteeing Subsidiaries, as such, shall have any liability for any obligations of the Company, any of the Existing Guarantors or any of the Guaranteeing Subsidiaries under the Notes, any Note Guarantees, the Indenture or this Second Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.


 






  





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4.           NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SECOND SUPPLEMENTAL INDENTURE 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.


 


5.           Counterparts.  The parties may sign any number of copies of this Second Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.


 


6.           Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.


 


7.           The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each of the Guaranteeing Subsidiaries, the Company and the Existing Guarantors.


 






  





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IN WITNESS HEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed and attested, all as of the date first above written.


 








	  	
ON BEHALF OF THE GUARANTEEING


	  	
SUBSIDIARIES LISTED ON SCHEDULE I


	  	  	  
	  	
By:

	
  /s/  ZAMIR RAUF


	  	  	
Name:  Zamir Rauf


Title:  Chief Financial Officer













	  	
ON BEHALF OF THE EXISTING


	  	
GUARANTORS LISTED ON SCHEDULE II


	  	  	  
	  	
By:

	
  /s/  HETHER BENJAMIN-BROWN


	  	  	
Name:  Hether Benjamin-Brown


Title:  Vice President













	  	
ON BEHALF OF THE EXISTING


	  	
GUARANTORS LISTED ON SCHEDULE III


	  	  	  
	  	
By:

	
  /s/  W. THADDEUS MILLER


	  	  	
Name:  W. Thaddeus Miller


Title:  Corporate Secretary and Chief Legal Officer













	  	
ON BEHALF OF THE EXISTING


	  	
SUBSIDIARIES LISTED ON SCHEDULE IV


	  	  	  
	  	
By:

	
  /s/  TODD THORNTON


	  	  	
Name:  Todd Thornton


Title:  Vice President













	  	
CALPINE CORPORATION


	  	  	  
	  	
By:

	
  /s/  ZAMIR RAUF


	  	  	
Name:  Zamir Rauf


Title:  Chief Financial Officer













	  	
WILMINGTON TRUST COMPANY,


	  	
as Trustee


	  	  	  
	  	
By:

	
  /s/  PRITAL PATEL


	  	  	
Authorized Signatory











  





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SCHEDULE I







 



	
Name of Guarantor


	
Deer Park Energy Center LLC


	
Deer Park Holdings, LLC


	
Metcalf Energy Center, LLC


	
Metcalf Holdings, LLC































































































































































































  





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SCHEDULE II













	
Name of 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.


























































































































































































  





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SCHEDULE III








	
Name of 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 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, L.P.


	
Calpine Central-Texas, Inc.


	
Calpine Cogeneration Corporation


	
Calpine Eastern Corporation


	
Calpine Edinburg, Inc.


	
Calpine Energy Management, L.P.


	
Calpine Energy Services Holdings, Inc.


	
Calpine Energy Services, L.P.


	
Calpine Fuels Corporation


	
Calpine Generating Company, LLC


	
Calpine Geysers Company, L.P.


	
Calpine Gilroy 1, Inc.





 


 




  





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Name of Guarantor


	
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 MVP, Inc.


	
Calpine Newark, 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, Inc.


	
Calpine Power Management, Inc.


	
Calpine Power Management, LLC


	
Calpine PowerAmerica, Inc.


	
Calpine PowerAmerica, LLC


	
Calpine PowerAmerica-CA, LLC


	
Calpine PowerAmerica-CT, LLC


	
Calpine PowerAmerica-MA, LLC


	
Calpine PowerAmerica-ME, LLC


	
Calpine PowerAmerica-NH, LLC





 


 




  





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Name of Guarantor


	
Calpine PowerAmerica-NY, LLC


	
Calpine PowerAmerica-OR, LLC


	
Calpine PowerAmerica-PA, LLC


	
Calpine PowerAmerica-RI, LLC


	
Calpine Project Holdings, Inc.


	
Calpine Pryor, Inc.


	
Calpine Rumford I, Inc.


	
Calpine Rumford, Inc.


	
Calpine Schuylkill, Inc.


	
Calpine Sonoran Pipeline, LLC


	
Calpine Stony Brook Operators, Inc.


	
Calpine Stony Brook, 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.


	
Carville Energy LLC


	
CCFC Development Company, LLC


	
CES Marketing IX, LLC


	
CES Marketing V, L.P.


	
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.





 


 




  





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Name of Guarantor


	
CPN Cascade, Inc.


	
CPN Clear Lake, Inc.


	
CPN East Fuels, LLC


	
CPN Energy Services GP, Inc.


	
CPN Energy Services LP, Inc.


	
CPN Pipeline Company


	
CPN Pryor Funding Corporation


	
CPN Telephone Flat, Inc.


	
Decatur Energy Center, LLC


	
Delta Energy Center, LLC


	
East Altamont 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.


	
Lone Oak Energy Center, LLC


	
Los Medanos Energy Center LLC


	
Magic Valley Pipeline, L.P.


	
Moapa Energy Center, LLC


	
Mobile Energy LLC


	
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





 


 




  





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Name of Guarantor


	
RockGen Energy LLC


	
Rumford Power Associates Limited Partnership


	
San Joaquin Valley Energy Center, LLC


	
Santa Rosa Energy Center, 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


	
Wawayanda Energy Center, LLC


	
Zion Energy LLC





















  





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SCHEDULE IV













	
Name of Guarantor


	
Calpine Bethlehem, LLC


	
Calpine Mid-Atlantic Energy, LLC


	
Calpine Mid-Atlantic Generation, LLC


	
Calpine Mid-Atlantic Marketing, LLC


	
Calpine New Jersey Generation, LLC


	
Calpine Solar, LLC


	
Calpine Vineland Solar, LLC


	
New Development Holdings, LLC

























































































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