Exhibit 4.2 - Fifth Supplemental Indenture 2021 Notes




EXHIBIT 4.2


FIFTH SUPPLEMENTAL INDENTURE
FIFTH INDENTURE, dated as of July 22, 2014 (this “Supplemental Indenture”), to the Indenture, dated as of October 22, 2010, 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 7.50% Senior Secured Notes due 2021 (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 July 8, 2014.
“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.













(b)    The following sections or clauses of the Indenture and all references thereto are hereby deleted in their entirety:
		
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	Section 4.03 “Reports”;


		
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	Section 4.04 “Compliance Certificate”;


		
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	Section 4.05 “Taxes”;


		
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	Section 4.06 “Stay, Extension and Usury Laws”;


		
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	Section 4.07 “Incurrence of Indebtedness”;


		
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	Section 4.08 “Limitation on Secured Commodity Hedging”;


		
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	Section 4.09 “Liens”;


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


		
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	Section 4.12 “Limitation on Sale and Leaseback Transactions”;


		
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	Section 4.13 “Additional Note Guarantees”;


		
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	Section 4.14 “Further Assurances; Insurance”; 


		
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	Section 4.15 “After-Acquired Collateral”;


		
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	clause (3) of paragraph (a) of Section 5.01 “Merger, Consolidation, or Sale of Assets”; and


		
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	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 Section 2.01 hereof, 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 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/ Stacey Peterson

	Name:   Stacey Peterson

	Title:   Vice President, Finance and Treasurer










	
		
	GUARANTORS

	By:
	/s/ Stacey Peterson

	Name:   Stacey Peterson

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

	






	By:
	/s/ Hether Benjamin Brown

	Name:   Hether Benjamin Brown

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










	
		
	WILMINGTON TRUST COMPANY, 
as Trustee

	By:
	/s/ Josh C. Jones

	Name:   Josh C. Jones

	Title:   Assistant Vice President









Fifth Supplemental Indenture (2021 Notes)






ANNEX A-I to
Signature Page to
Fifth Supplemental Indenture




	
		
	Guarantor
	 

	Anacapa Land Company, LLC
	Calpine King City, LLC

	Anderson Springs Energy Company
	Calpine Leasing Inc.

	Auburndale Peaker Energy Center, LLC
	Calpine Long Island, Inc.

	Aviation Funding Corp.
	Calpine Magic Valley Pipeline, Inc.

	Baytown Energy Center, LLC
	Calpine Mid-Atlantic Energy, LLC

	CalGen Expansion Company, LLC
	Calpine Mid-Atlantic Generation, LLC

	CalGen Project Equipment Finance Company Three, LLC
	Calpine Mid-Atlantic Marketing, LLC

	Calpine Administrative Services Company, Inc.
	Calpine MVP, Inc.

	Calpine Auburndale Holdings, LLC
	Calpine Newark, LLC

	Calpine Bethlehem, LLC
	Calpine New Jersey Generation, LLC

	Calpine c*Power, Inc.
	Calpine Northbrook Holdings Corporation

	Calpine CalGen Holdings, Inc.
	Calpine Northbrook Investors, LLC

	Calpine Calistoga Holdings, LLC
	Calpine Northbrook Project Holdings, LLC

	Calpine Central Texas GP, Inc.
	Calpine Oneta Power, LLC

	Calpine Central, Inc.
	Calpine Operations Management Company, Inc.

	Calpine Central-Texas, Inc.
	Calpine Power Company

	Calpine Cogeneration Corporation
	Calpine Power Management, LLC

	Calpine Eastern Corporation
	Calpine Power, Inc.

	Calpine Edinburg, Inc
	Calpine PowerAmerica, LLC

	Calpine Energy Services GP, LLC
	Calpine PowerAmerica-CA, LLC

	Calpine Energy Services LP, LLC
	Calpine PowerAmerica-ME, LLC

	Calpine Energy Services, L.P.
	Calpine Project Holdings, Inc.

	Calpine Fuels Corporation
	Calpine Schuylkill, Inc.

	Calpine Generating Company, LLC
	Calpine Solar, LLC

	Calpine Geysers Company, L.P.
	Calpine Stony Brook, Inc.

	Calpine Gilroy 1, Inc.
	Calpine Stony Brook Operators, Inc.

	Calpine Gilroy 2, Inc.
	Calpine TCCL Holdings, Inc.

	Calpine Global Services Company, Inc.
	Calpine Texas Pipeline GP, Inc.

	Calpine Hidalgo Energy Center, L.P.
	Calpine Texas Pipeline LP, Inc.

	Calpine Hidalgo Holdings, Inc.
	Calpine Texas Pipeline, L.P.

	Calpine Hidalgo, Inc.
	Calpine Tiverton I, Inc.

	Calpine Jupiter, LLC
	Calpine Tiverton, Inc.

	Calpine Kennedy Operators, Inc.
	Calpine University Power, Inc.

	Calpine KIA, Inc.
	Calpine Vineland Solar, LLC

	Calpine King City, Inc.
	Carville Energy LLC

	 
	 





A-I-1






ANNEX A-I to
Signature Page to
Fifth Supplemental Indenture




	
		
	CES Marketing IX, LLC
	Los Medanos Energy Center LLC

	CES Marketing V, LLC
	Magic Valley Pipeline, L.P.

	CES Marketing X, LLC
	Metcalf Energy Center, LLC

	Channel Energy Center, LLC
	Metcalf Holdings, LLC

	Clear Lake Cogeneration Limited Partnership
	Mobile Energy L L C

	Columbia Energy LLC
	Modoc Power, Inc.

	Corpus Christi Cogeneration LLC
	Morgan Energy Center, LLC

	CPN 3rd Turbine, Inc.
	Northwest Cogeneration, Inc.

	CPN Acadia, Inc.
	NTC Five, Inc.

	CPN Cascade, Inc.
	Pastoria Energy Center, LLC

	CPN Clear Lake, Inc.
	Pastoria Energy Facility L.L.C.

	CPN East Fuels, LLC
	Pine Bluff Energy, LLC

	CPN Pipeline Company
	RockGen Energy LLC

	CPN Pryor Funding Corporation
	Rumford Power Associates Limited Partnership

	CPN Telephone Flat, Inc.
	Santa Rosa Energy Center, LLC

	Decatur Energy Center, LLC
	South Point Energy Center, LLC

	Deer Park Energy Center LLC
	South Point Holdings, LLC

	Deer Park Holdings, LLC
	Stony Brook Cogeneration Inc.

	Delta Energy Center, LLC
	Stony Brook Fuel Management Corp.

	Fontana Energy Center, LLC
	Sutter Dryers, Inc.

	Freestone Power Generation, LLC
	Texas City Cogeneration, LLC

	GEC Bethpage Inc.
	Texas Cogeneration Five, Inc.

	Geysers Power Company, LLC
	Texas Cogeneration One Company

	Geysers Power I Company
	Thermal Power Company

	Hillabee Energy Center, LLC
	Tiverton Power Associates Limited Partnership

	Idlewild Fuel Management Corp.
	Zion Energy LLC

	JMC Bethpage, Inc.
	 









A-I-2






ANNEX A-II 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.







A-II-1