Credit Suisse AG, Cayman Islands Branch, in its capacities as administrative
agent and collateral agent for the Lenders (in such capacities, the
"Administrative Agent").
Assigned Interest:
Aggregate Amount of Commitment/
Loans
Class of
Loans Assigned
Amount of Commitment/
Loans Assigned2
Percentage Assigned of Commitment/
Loans under
Relevant Class3
CUSIP Number
$
$
%
$
$
%
$
$
%
Effective Date: [•] [•], 20[•] [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND
WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR].
THE PARTIES HERETO ACKNOWLEDGE THAT, IN THE EVENT THAT ANY ASSIGNMENT IS MADE TO
ANY DISQUALIFIED LENDER OR ANY AFFILIATE OF ANY DISQUALIFIED LENDER OR, TO THE
EXTENT THE BORROWER'S CONSENT IS REQUIRED UNDER SECTION 9.6 OF THE CREDIT
AGREEMENT, TO ANY OTHER PERSON, IN EACH CASE WITHOUT THE CONSENT OF THE
BORROWER, THE BORROWER SHALL BE ENTITLED TO PURSUE THE REMEDIES DESCRIBED IN
SECTION 9.6 OF THE CREDIT AGREEMENT.
[Signature Page Follows]
____________________
2
Not to be less than $1,000,000 of Term Loans and Term Commitments unless the
Borrower and the Administrative Agent otherwise consent.
3
Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of
all Lenders thereunder.
EXHIBIT C-2
The terms set forth in this Assignment and Acceptance are hereby agreed to:
ASSIGNOR
[NAME OF ASSIGNOR]
By:
Name:
Title:
EXHIBIT C-3
ASSIGNEE HAS EXAMINED THE LIST OF DISQUALIFIED LENDERS AND (I) REPRESENTS AND
WARRANTS THAT (A) IT IS NOT IDENTIFIED ON SUCH LIST AND (B) IT IS NOT AN
AFFILIATE OF ANY LENDER IDENTIFIED ON SUCH LIST [(OTHER THAN, IN THE CASE OF
THIS CLAUSE (B), A BONA FIDE DEBT FUND)]4 AND (II) ACKNOWLEDGES THAT ANY
ASSIGNMENT MADE TO ANY DISQUALIFIED LENDER OR AN AFFILIATE OF A DISQUALIFIED
LENDER (OTHER THAN A BONA FIDE DEBT FUND) SHALL BE SUBJECT TO SECTION 9.6 OF THE
CREDIT AGREEMENT.
ASSIGNEE
[NAME OF ASSIGNEE]
By:
Name:
Title:
Consented to and Accepted:
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
as Administrative Agent5
By:
Name:
Title:
By:
Name:
Title:
____________________
4
Insert bracketed language if Assignee is a bona fide debt fund.
5
To be added only if the consent of the Administrative Agent is required.
EXHIBIT C-4
[Consented to:]6
CALPINE CONSTRUCTION FINANCE COMPANY, L.P.,
as the Borrower
By:
Name:
Title:
____________________
6
To be added only if the consent of the Borrower is required by Section
9.6(b)(i)(A) of the Credit Agreement.
EXHIBIT C-5
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ACCEPTANCE
Representations and Warranties.
Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free
and clear of any lien, encumbrance or other adverse claim, (iii) its Commitment,
and the outstanding balances of its Loans, in each case without giving effect to
assignments thereof which have not become effective, are as set forth herein,
(iv) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and