KIRKLAND & ELLIS LLP 

Citigroup Center

153 East 53rd Street 

New York, NY 10022-4611 

Telephone: (212) 446-4800 

Facsimile: (212) 446-4900 

Richard M. Cieri (RC 6062) 

Marc Kieselstein (admitted pro hac vice) 

David R. Seligman (admitted pro hac vice) 

Edward O. Sassower (ES 5823) 

Jeffrey S. Powell (admitted pro hac vice) 

Stephen E. Hessler (admitted pro hac vice) 

Counsel for the Debtors 

UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF NEW YORK 

In re: 

)

)

 ) Chapter 11 

Calpine Corporation, et al., ) 

 ) Case No. 05-60200 (BRL) 

 Debtors. ) Jointly Administered 

 ) 

DEBTORS’ DESIGNATION OF ITEMS TO BE INCLUDED IN RECORD ON APPEAL 

AND STATEMENT OF ISSUES TO BE PRESENTED 

Calpine Corporation (“Calpine”)1 and its affiliated debtors and debtors in 

possession (the “Debtors”), hereby submit, pursuant to Federal Rule of Bankruptcy Procedure 

8006, the following designation of items to be included in the record on appeal and statement of 

issues to be presented on appeal to the United States District Court for the Southern District of 

New York of the following Orders of this Court: 

 

1 Capitalized terms not defined herein shall have the meaning provided in the Debtors’ Motion For Order (I) 

Authorizing Debtors to Obtain Replacement Postpetition Financing to (A) Refinance Existing Postpetition 

Financing and (B) Repay Prepetition Debt; (II) Allowing Debtors’ Limited Objection to Claims; and (III) 

Determining Value of Secured Claims, filed on January 26, 2007 [Docket No. 3481]. 

Case 1:07-cv-03266-GBD Document 2 Filed 04/24/2007 Page 1 of 8
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Memorandum Decision and Order Granting, in part, Debtors’ Motion for an 

Order (I) Authorizing Debtors to Obtain Replacement Postpetition Financing to 

(A) Refinance Existing Postpetition Financing and (B) Repay Prepetition Debt; 

(II) Allowing Debtors’ Limited Objection to Claims; and (III) Determining Value 

of Secured Claims, entered March 5, 2007 [Docket No. 3875];2 and 

Order (I) Granting Debtors’ Limited Objection to Claim Numbers 2664, 3275, 

3393 Through 3421 (Inclusive), 3546 through 3554 (inclusive), 3586 through 

3588 (inclusive), 3731, 4073, 5653 through 5730 (inclusive), 5791, and 5792; (II) 

Determining the Value of the CalGen Secured Debt Pursuant to Rule 3012 of the 

Federal Rules of Bankruptcy Procedure, and (III) Authorizing Repayment of 

CalGen Secured Debt, entered March 12, 2007 [Docket No. 3970].3

Designation of Record Items

Pursuant to Rule 8006, the Debtors shall provide to the Clerk true and accurate 

copies of the items designated below: 

1. Emergency Motion for (I) Interim Orders (A) Authorizing the Debtors to (1) Obtain 

Postpetition Secured Financing Pursuant to 11 U.S.C. §§ 105, 361, 362, 364(c)(1), 

364(c)(2), 364(c)(3), and 364(e), (2) Utilize Cash Collateral Pursuant to 11 U.S.C. § 363, 

and (3) Provide Adequate Protection to Certain Prepetition Lenders Pursuant to 11 U.S.C. 

§§ 361, 362 and 363 and (B) Scheduling Final Hearing Pursuant to Fed. R. Bankr. P. 

4001(b) and (c) and (II) Final Orders (A) Authorizing the Debtors to (1) Obtain 

Postpetition Secured Financing Pursuant to 11 U.S.C. §§ 105, 361, 362, 364(c)(1), 

364(c)(2), 364(c)(3), and 364(e), (2) Utilize Cash Collateral Pursuant to 11 U.S.C. § 363, 

(3) Provide Adequate Protection to Certain Prepetition Lenders Pursuant to 11 U.S.C. §§ 

361, 362 and 363, (3) Assume the Geysers Agreement Pursuant to 11 U.S.C. § 365(a) and 

Consummate the Transactions Contemplated Thereby Pursuant to § 363(b) and (4) 

Assume the Agnews Lease Documents Pursuant to 11 U.S.C. § 365(a), entered on 

December 20, 2005 [Docket No. 18]. 

2. Interim Order (I) Authorizing Debtors to Obtain Post-Petition Financing Pursuant To 11 

U.S.C. §§ 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3), and 364(e) And (II) Scheduling 

 

2 See Debtors’ Notice of Appeal of Memorandum Decision and Order Granting, in Part, Debtors’ Motion for an 

Order (I) Authorizing Debtors to Obtain Replacement Postpetition Financing to (A) Refinance Existing 

Postpetition Financing and (B) Repay Prepetition Debt; (II) Allowing Debtors’ Limited Objection to Claims; 

and (III) Determining Value of Secured Claims, filed on March 14, 2007 [Docket No. 4015]. 

3 See Debtors’ Notice of Appeal of Order (I) Granting Debtors’ Limited Objection to Claim Numbers 2664, 

3275, 3393 Through 3421 (Inclusive), 3546 Through 3554 (Inclusive), 3586 Through 3588 (Inclusive), 3731, 

4073, 5653 Through 5730 (Inclusive), 5791, and 5792; (II) Determining the Value of the CalGen Secured Debt 

Pursuant to Rule 3012 of the Federal Rules of Bankruptcy Procedure, and (III) Authorizing Repayment of 

CalGen Secured Debt, filed on March 16, 2007 [Docket No. 4043]. 

Case 1:07-cv-03266-GBD Document 2 Filed 04/24/2007 Page 2 of 8
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Final Hearing Pursuant to Bankruptcy Rules 4001(B) And (C), entered on December 20, 

2005 [Docket No. 38]. 

3. Final Order Authorizing Debtors to Obtain Post-Petition Financing Pursuant to 11 U.S.C. 

§§ 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3), and 364(e), entered on January 26, 

2006 [Docket No. 635]. 

4. Second Amended Final Order Authorizing Use of Cash Collateral and Granting Adequate 

Protection, entered on February 26, 2006 [Docket No. 881]. 

5. Those proofs of claim filed on account of the CalGen Secured Debt, including, without 

limitation, claim numbers 2626 through 2665 (inclusive), 3275 through 3588 (inclusive), 

3396, 3728, 3729, 3731, 4011, 4019 through 4021 (inclusive), 4073, 5653 through 5730 

(inclusive), 5789 through 5792 (inclusive), and 6128 through 6130 (inclusive). 

6. In re Delphi Corp., No. 05-44481 (Bankr. S.D.N.Y. Jan. 5, 2007) [Docket No. 6461]. 

7. In re Eagle Picher Holdings, Inc., No. 05-12601 (Bankr. S.D. Ohio Nov. 29, 2005) 

[Docket No. 1238]. 

8. Order Authorizing Repayment of Principal of First Lien Debt, entered on May 10, 2006 

[Docket No. 1542]. 

9. Transcript of Hearing Held on May 10, 2006 re: Debtor’s Motion to Pay First Lien Debt, 

entered on 5/10/06 [Docket No. 1725]. 

10. Amended Agreed Order Modifying Cash Collateral Order to Effect Project Intercompany 

Loan Transfers, entered January 18, 2007 [Docket No. 3423]. 

11. Debtors’ Motion For Order (I) Authorizing Debtors to Obtain Replacement Postpetition 

Financing to (A) Refinance Existing Postpetition Financing and (B) Repay Prepetition 

Debt; (II) Allowing Debtors’ Limited Objection to Claims; and (III) Determining Value 

of Secured Claims, filed on January 26, 2007 [Docket No. 3481]. 

12. Objection of Beal Bank to Debtors’ Motion For Order (I) Authorizing Debtors to Obtain 

Replacement Postpetition Financing to (A) Refinance Existing Postpetition Financing 

and (B) Repay Prepetition Debt; (II) Allowing Debtors’ Limited Objection to Claims; and 

(III) Determining Value of Secured Claims, filed on February 16, 2007 [Docket No. 

3689]. 

13. Objection of Wilmington Trust Company as Collateral Agent to the Debtors’ Motion For 

Order (I) Authorizing Debtors to Obtain Replacement Postpetition Financing to (A) 

Refinance Existing Postpetition Financing and (B) Repay Prepetition Debt; (II) Allowing 

Debtors’ Limited Objection to Claims; and (III) Determining Value of Secured Claims, 

filed on February 16, 2007 [Docket No. 3690]. 

14. Objection of Wilmington Trust Company as Administrative Agent to the Debtors’ 

Motion For Order (I) Authorizing Debtors to Obtain Replacement Postpetition Financing 

Case 1:07-cv-03266-GBD Document 2 Filed 04/24/2007 Page 3 of 8
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to (A) Refinance Existing Postpetition Financing and (B) Repay Prepetition Debt; (II) 

Allowing Debtors’ Limited Objection to Claims; and (III) Determining Value of Secured 

Claims, filed on February 16, 2007 [Docket No. 3691]. 

15. Objection of Wilmington Trust FSB as Indenture Trustee to the Debtors’ Motion For 

Order (I) Authorizing Debtors to Obtain Replacement Postpetition Financing to (A) 

Refinance Existing Postpetition Financing and (B) Repay Prepetition Debt; (II) Allowing 

Debtors’ Limited Objection to Claims; and (III) Determining Value of Secured Claims, 

filed on February 16, 2007 [Docket No. 3692]. 

16. Response of HSBC Bank USA, National Association, as Indenture Trustee, (A) In 

Opposition to Debtors’ Motion For Approval of Refinancing, (B) In Opposition to 

Debtors’ Limited Objection to Indenture Trustee’s Claim on behalf of Second Lien 

Noteholders, and (C) in Support of Indenture Trustee’s Cross-Motion for Allowance of 

Claims, filed on February 16, 2007 [Docket No. 3694]. 

17. Affidavit of Jason J. Jack in Support of Response of HSBC Bank USA, National 

Association, as Indenture Trustee, (A) in Opposition to Debtors’ Motion for Approval of 

Refinancing, (B) in Opposition to Debtors’ Limited Objection to Indenture Trustee’s 

Claim on Behalf of Second Lien Noteholders, and (C) in Support of Indenture Trustee’s 

Cross-Motion for Allowance of Claims, filed on February 16, 2007 [Docket No. 3695]. 

18. Response of Bank of New York, as Administrative Agent, (A) In Opposition to Debtors’ 

Motion For Approval of Refinancing, (B) In Opposition to Debtors’ Limited Objection to 

Administrative Agent’s Claim on behalf of Second Lien Lenders, and (C) in Support of 

Administrative Agent’s Cross-Motion for Allowance of Claims, filed on February 16, 

2007 [Docket No. 3698]. 

19. Limited Objection of the Bank of Nova Scotia to Debtors’ Motion for Order (I) 

Authorizing Debtors to Obtain Replacement Postpetition Financing to (A) Refinance 

Existing Postpetition Financing and (B) Repay Prepetition Debt; (II) Allowing Debtors’ 

Limited Objection to Claims; and (III) Determining Value of Secured Claims, filed on 

February 16, 2007 [Docket No. 3699]. 

20. Qualified Statement of the Official Committee of Unsecured Creditors of Calpine 

Corporation, et al. in Support of the Debtors’ Motion for Order (I) Authorizing Debtors to 

Obtain Replacement Postpetition Financing to (A) Refinance Existing Postpetition 

Financing and (B) Repay Prepetition Debt; (II) Allowing Debtors’ Limited Objection to 

Claims; and (III) Determining Value of Secured Claims, filed on February 16, 2007 

[Docket No. 3700]. 

21. Statement of the Official Committee of Equity Security Holders in Support of the 

Debtors’ Motion for Order (I) Authorizing Debtors to Obtain Replacement Postpetition 

Financing to (A) Refinance Existing Postpetition Financing and (B) Repay Prepetition 

Debt; (II) Allowing Debtors’ Limited Objection to Claims; and (III) Determining Value 

of Secured Claims, filed on February 16, 2007 [Docket No. 3701]. 

Case 1:07-cv-03266-GBD Document 2 Filed 04/24/2007 Page 4 of 8
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22. Objection of Unofficial Committee of Second Lien Debtholders to Debtors’ Motion for 

Order (I) Authorizing Debtors to Obtain Replacement Postpetition Financing to (A) 

Refinance Existing Postpetition Financing and (B) Repay Prepetition Debt; (II) Allowing 

Debtors’ Limited Objection to Claims; and (III) Determining Value of Secured Claims, 

filed on February 16, 2007 [Docket No. 3707]. 

23. Manufacturers & Traders Trust Company’s (A) Objection to Motion for Order (I) 

Authorizing Debtors to Obtain Replacement Postpetition Financing to (i) Refinance 

Existing Postpetition Financing and (ii) Repay Prepetition Debt; (II) Allowing Debtors’ 

Limited Objection to Claims; and (III) Determining Value of Secured Claims and (B) 

Response to Debtors Seventh Omnibus Objection to Proofs of Claim, filed on February 

16, 2007 [Docket No. 3711]. 

24. Memorandum of Law of Manufacturers & Traders Trust Company in Support of (A) 

Objection to Motion for Order (I) Authorizing Debtors to Obtain Replacement 

Postpetition Financing to (i) Refinance Existing Postpetition Financing and (ii) Repay 

Prepetition Debt; (II) Allowing Debtors’ Limited Objection to Claims; and (III) 

Determining Value of Secured Claims and (B) Response to Debtors’ Seventh Omnibus 

Objection to Proofs of Claim, filed on February 16, 2007 [Docket No. 3713]. 

25. Amended Affidavit of Christopher J. Kearns in Support of (A) Objection of 

Manufacturers & Traders Trust Company to Debtors’ Motion for Order (I) Authorizing 

Debtors to Obtain Replacement Postpetition Financing to (i) Refinance Existing 

Postpetition Financing and (ii) Repay Prepetition Debt; (II) Allowing Debtors' Limited 

Objection to Claims; and (III) Determining Value of Secured Claims and (B) Response to 

Debtors’ Seventh Omnibus Objection to Proofs of Claim, filed February 22, 2007 

[Docket No. 3747]. 

26. Affidavit of Jason J. Jack in Support of Response of the Bank of New York, as 

Administrative Agent, (A) in Opposition to Debtors’ Motion for Approval of 

Refinancing, (B) in Opposition to Debtors’ Limited Objection to Administrative Agent’s 

Claim on Behalf of Second Lien Lenders, and (C) in Support of Administrative Agent’s 

Cross-Motion for Allowance of Claims, filed February 22, 2007 [Docket No. 3749]. 

27. Supplemental Affidavit of Jason J. Jack in Support of Response of HSBC Bank USA, 

National Association, as Indenture Trustee, (A) in Opposition to Debtors’ Motion for 

Approval of Refinancing, (B) in Opposition to Debtors’ Limited Objection to Indenture 

Trustee’s Claim on Behalf of Second Lien Noteholders, and (C) in Support of Indenture 

Trustee’s Cross-Motion for Allowance of Claims, filed February 22, 2007 [Docket No. 

3750]. 

28. Ex Parte Motion of (I) Wilmington Trust Company as Collateral Agent; (II) Wilmington 

Trust Company as Administrative Agent; and, (III) Wilmington Trust FSB as Indenture 

Trustee Pursuant to 11 U.S.C. § 107(b) and Bankruptcy Rule 9018 for Authorization to 

File Under Seal the Affidavits of Anders Maxwell and Stephen Darr in Support of (I) 

Wilmington Trust Company as Collateral Agent; (II) Wilmington Trust Company as 

Administrative Agent; and, (III) Wilmington Trust FSB as Indenture Trustee’s Individual 

Case 1:07-cv-03266-GBD Document 2 Filed 04/24/2007 Page 5 of 8
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Objections to the Debtors’ Motion for Order (I) Authorizing Debtors to Obtain 

Replacement Postpetition Financing to (i) Refinance Existing Postpetition Financing and 

(ii) Repay Prepetition Debtor; (II) Allowing Debtors’ Limited Objection to Claims; and 

(III) Determining Value of Secured Claims, filed on February 23, 2007 [Docket No. 

3753]. 

29. Debtors’ Consolidated Reply to Objections to Debtors’ Motion for Order (I) Authorizing 

Debtors to Obtain Replacement Postpetition Financing to (A) Refinance Existing 

Postpetition Financing and (B) Repay Prepetition Debt; (II) Allowing Debtors’ Limited 

Objection to Claims; and (III) Determining Value of Secured Claims, filed February 23, 

2007 [Docket No. 3763]. 

30. Omnibus Reply to Objections to the Debtors’ Refinancing Motion, filed on February 23, 

2007 [Docket No. 3765]. 

31. Surreply of HSBC Bank USA, National Association, as Indenture Trustee and the Bank 

of New York, as Administrative Agent, (A) in Opposition to Debtors’ Motion for 

Approval of Refinancing, (B) in Opposition to Debtors’ Limited Objection to Indenture 

Trustee’s and Administrative Agent’s Claims on Behalf of Second Lien Noteholders and 

Second Lien Lenders, and (C) in Support of Indenture Trustee’s and Administrative 

Agent’s Cross-Motion for Allowance of Claims, filed February 26, 2007 [Docket No. 

3786]. 

32. Manufacturers & Traders Company’s Sur-Reply to the Debtors’ Consolidated Reply to 

(A) Objections to Motion for Order (I) Authorizing Debtors to Obtain Replacement 

Postpetition Financing to (i) Refinance Existing Postpetition Financing and (ii) Repay 

Prepetition Debt; (II) Allowing Debtors’ Limited Objection to Claims; and (III) 

Determining Value of Secured Claims and (B) Response to Debtors’ Seventh Omnibus 

Objection to Proofs of Claim, filed February 27, 2007 [Docket No. 3792]. 

33. Surreply of Wilmington Trust Company as Administrative Agent and Wilmington Trust 

FSB as Indenture Trustee to the Debtors’ Consolidated Reply to Objections to Debtors’ 

Motion for Order (I) Authorizing Debtors to Obtain Replacement Postpetition Financing 

and (B) Repay the Prepetition Debt; (II) Allowing Debtors’ Limited Objection to Claims; 

and (III) Determining Value of Secured Claims, filed February 27, 2007 [Docket No. 

3793]. 

34. Memorandum Decision and Order Granting, in Part, Debtors’ Motion for an Order (I) 

Authorizing Debtors to Obtain Replacement Postpetition Financing to (A) Refinance 

Existing Postpetition Financing and (B) Repay Prepetition Debt; (II) Allowing Debtors’ 

Limited Objection to Claims; and (III) Determining Value of Secured Claims, entered 

March 5, 2007 [Docket No. 3875]. 

35. Transcript of Hearing Held on February 27, 2007 re: Hearing Pursuant to Kirkland and 

Ellis LLP Notice of Agenda of Matters Scheduled for Hearing, entered on March 5, 2007 

[Docket No. 3883]. 

Case 1:07-cv-03266-GBD Document 2 Filed 04/24/2007 Page 6 of 8
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36. All exhibits introduced into evidence at the February 27, 2007 hearing on the Debtors’ 

Motion For Order (I) Authorizing Debtors to Obtain Replacement Postpetition Financing 

to (A) Refinance Existing Postpetition Financing and (B) Repay Prepetition Debt; (II) 

Allowing Debtors’ Limited Objection to Claims; and (III) Determining Value of Secured 

Claims, and all other documents the parties agreed were admissible and part of the record 

as stated in the transcript for the February 27, 2007 hearing on the Debtors’ Motion, 

including those documents previously filed under seal with the Bankruptcy Court. 

37. Order (I) Granting Debtors’ Limited Objection to Claim Numbers 2664, 3275, 3393 

Through 3421 (Inclusive), 3546 Through 3554 (Inclusive), 3586 Through 3588 

(Inclusive), 3731, 4073, 5653 Through 5730 (Inclusive), 5791, and 5792; (II) 

Determining the Value of the CalGen Secured Debt Pursuant to Rule 3012 of the Federal 

Rules of Bankruptcy Procedure; and (III) Authorizing Repayment of CalGen Secured 

Debt, entered March 12, 2007 [Docket No. 3970]. 

38. Order Authorizing Debtors to Obtain Post-Petition Financing Pursuant to 11 U.S.C. §§ 

105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3), 364(d) and 364(e), entered on March 12, 

2007 [Docket No. 3972]. 

39. Debtors’ Notice of Appeal of Memorandum Decision and Order Granting, in Part, 

Debtors’ Motion for an Order (I) Authorizing Debtors to Obtain Replacement 

Postpetition Financing to (A) Refinance Existing Postpetition Financing and (B) Repay 

Prepetition Debt; (II) Allowing Debtors’ Limited Objection to Claims; and (III) 

Determining Value of Secured Claims, filed on March 14, 2007 [Docket No. 4015]. 

40. Debtors’ Notice of Appeal of Order (I) Granting Debtors’ Limited Objection to Claim 

Numbers 2664, 3275, 3393 Through 3421 (Inclusive), 3546 Through 3554 (Inclusive), 

3586 Through 3588 (Inclusive), 3731, 4073, 5653 Through 5730 (Inclusive), 5791, and 

5792; (II) Determining the Value of the CalGen Secured Debt Pursuant to Rule 3012 of 

the Federal Rules of Bankruptcy Procedure, and (III) Authorizing Repayment of CalGen 

Secured Debt, filed on March 16, 2007 [Docket No. 4043]. 

Statement of Issues To Be Presented on Appeal

Whether the Bankruptcy Court erred in the findings and rulings set forth in the 

“Damages” section of the Memorandum Decision and Order (at pp. 10-11). 

Case 1:07-cv-03266-GBD Document 2 Filed 04/24/2007 Page 7 of 8
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Dated: March 26, 2007 

New York, New York 

Respectfully submitted, 

/s/ Richard. M. Cieri_ ________

 Richard M. Cieri (RC 6062) 

Marc Kieselstein (admitted pro hac vice) 

David R. Seligman (admitted pro hac vice) 

Edward O. Sassower (ES 5823) 

Jeffrey S. Powell (admitted pro hac vice) 

Stephen E. Hessler (admitted pro hac vice) 

KIRKLAND & ELLIS LLP 

Citigroup Center 

153 East 53rd Street 

New York, New York 10022-4611 

Telephone: (212) 446-4800 

Facsimile: (212) 446-4900 

Counsel for the Debtors 

Case 1:07-cv-03266-GBD Document 2 Filed 04/24/2007 Page 8 of 8